THIRD AMENDMENT OF
CREDIT AGREEMENT
THIS THIRD AMENDMENT OF CREDIT AGREEMENT (the
"Amendment"), dated as of October 27, 1995, by and among E&B
MARINE INC., a Delaware corporation, CENTRAL MARINE SUPPLY INC.,
a New Jersey corporation, E & B MARINE SUPPLY, INC., a New Jersey
corporation, E & B MARINE SUPPLY, INC., a Maryland corporation,
E&B MARINE SUPPLY (FLORIDA) INC., a Delaware corporation, JAMES
BLISS & CO., INC., a Massachusetts corporation, GOLDBERGS' MARINE
DISTRIBUTORS, INC., a Delaware corporation, SEA RANGER MARINE
INC., a Delaware corporation and KRISTA CORPORATION, a Delaware
corporation (collectively, the "Companies"; individually, a
"Company"), and UNITED JERSEY BANK (successor in interest to
United Jersey Bank/Central, N.A.) (the "Bank").
W I T N E S S E T H:
A. The Companies and the Bank entered into a Credit
Agreement dated as of June 6, 1994, as amended by the First
Amendment of Credit Agreement, Security Agreement and Pledge
Agreement dated as of September 12, 1994 and as further amended
by the Second Amendment of Credit Agreement dated as of March 8,
1995 (as further amended supplemented or otherwise modified, the
"Credit Agreement"), pursuant to which the Bank agreed to provide
certain financial accommodations to the Companies, all upon the
terms and subject to the conditions set forth therein;
B. The Companies have informed the Bank that E&B
Marine proposes to effect a transaction (the "Transaction")
pursuant to which E&B Marine would exchange shares of its common
stock, par value $0.001 per share (the "Common Stock), for
certain options, warrants and other rights to acquire shares of
Common Stock, as more particularly described in the draft form of
exchange offer letter, a copy of which has been furnished to the
Bank;
C. The Companies have requested the Bank to modify
certain of the covenants contained in the Credit Agreement in
connection with the Transaction as more specifically provided for
below in this Amendment; and
D. The Bank is willing to modify such covenants
contained in the Credit Agreement, upon the terms and subject to
the conditions set forth below.
NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Capitalized terms used in this Amendment shall
have the same meanings given them in the Credit Agreement, unless
otherwise defined herein.
2. Sections 9.1(b), (c) and (d) of the Credit
Agreement are hereby amended such that compliance with the terms
of the financial covenants set forth in such subsections shall be
computed without regard to the effects of any compensation
expense arising as a result of consummation of the Transaction;
provided that, notwithstanding the foregoing, any compensation
expense in excess of $900,000 arising as a result of the
consummation of the Transaction shall be taken into account, as
applicable, in connection with the computation of the financial
covenants contained in such subsections.
3. In order to induce the Bank to enter into this
Amendment, each Company hereby represents and warrants to the
Bank that:
(a) no Default or Event of Default has occurred
and is continuing on and as of the date hereof;
(b) each of the Credit Documents, after giving
effect to this Amendment, continues to be in full force and
effect and to constitute the legal, valid and binding obligation
of each Company that is a party thereto, enforceable against each
Company in accordance with its terms;
(c) the representations and warranties made by
each Company in or pursuant to the Credit Documents, or which are
contained in any certificate, document or financial or other
statement furnished at any time under or in connection herewith
or therewith, are each true and correct in all material respects
on and as of the date hereof as though made as of such date
(unless any such representation or warranty speaks as of a
particular date, in which case it shall be deemed repeated as of
such date).
4. This Amendment shall become effective upon the
satisfaction of the following conditions:
(a) the Bank shall have received a copy hereof,
duly executed and delivered on behalf of each Company; and
(b) the Companies shall have paid all expenses of
the Bank, including, without limitation, reasonable counsel fees,
in connection with the preparation, execution and delivery of
this Amendment.
5. This Amendment may be executed in several
counterparts, each of which, when executed and delivered, shall
be deemed an original, and all of which together shall constitute
one agreement.
6. This Amendment shall be governed by and construed
and interpreted in accordance with the laws of the State of New
Jersey, without giving effect to principles of conflicts law.
7. Except as amended and otherwise modified hereby,
the Credit Agreement and the other Credit Documents shall remain
in full force and effect in accordance with their respective
terms.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.
E&B MARINE INC., a Delaware corporation
By: /s/ Walfrido A. Martinez
_________________________________
Name: Walfrido A. Martinez
Title: Senior Vice President and
Chief Financial Officer
CENTRAL MARINE SUPPLY INC., a New Jersey
corporation
By: /s/ Walfrido A. Martinez
_______________________________
Name: Walfrido A. Martinez
Vice President and
Chief Financial Officer
E & B MARINE SUPPLY, INC., a New Jersey
corporation
By: /s/ Walfrido A. Martinez
----------------------------
Name: Walfrido A. Martinez
Vice President and
Chief Financial Officer
E & B MARINE SUPPLY, INC., a Maryland
corporation
By: /s/ Walfrido A. Martinez
-----------------------------
Name: Walfrido A. Martinez
Vice President and
Chief Financial Officer
E&B MARINE SUPPLY (FLORIDA) INC., a
Delaware corporation
By: /s/ Walfrido A. Martinez
-----------------------------
Name: Walfrido A. Martinez
Vice President and
Chief Financial Officer
JAMES BLISS & CO., INC., a Massachusetts
corporation
By: /s/ Walfrido A. Martinez
------------------------------
Name: Walfrido A. Martinez
Vice President and
Chief Financial Officer
GOLDBERGS' MARINE DISTRIBUTORS, INC., a
Delaware corporation
By: /s/ Walfrido A. Martinez
-------------------------------
Name: Walfrido A. Martinez
Vice President and
Chief Financial Officer
SEA RANGER MARINE INC., a Delaware
corporation
By: /s/ Walfrido A. Martinez
--------------------------------
Name: Walfrido A. Martinez
Vice President and
Chief Financial Officer
KRISTA CORPORATION, a Delaware
corporation
By: /s/ Walfrido A. Martinez
--------------------------------
Name: Walfrido A. Martinez
Vice President and
Chief Financial Officer
UNITED JERSEY BANK
By: /s/ Robert Williams
-----------------------------
Name: Robert Williams
Title: Vice President