THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
AND REQUEST FOR RELEASE OF COLLATERAL
This THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT (this "Third Amendment") is entered into as of
October 24, 1997, among AVONDALE INDUSTRIES, INC., a Louisiana
corporation (the "Company"), the several financial institutions
party to this Third Amendment (collectively, the "Banks";
individually, a "Bank"), and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as agent for the Banks (the "Agent").
Capitalized terms which are used herein without definition and
which are defined in the Credit Agreement referred to below shall
have the meanings ascribed to them in the Credit Agreement.
WHEREAS, the Company, the Banks, and the Agent are parties
to a certain Amended and Restated Revolving Credit Agreement
dated as of January 28, 1997 (as previously amended by First
Amendment to Amended and Restated Revolving Credit Agreement
entered into as of March 14, 1997, and Second Amendment to
Amended and Restated Revolving Credit Agreement entered into as
of April 30, 1997, the "Credit Agreement"); and
WHEREAS, the Company has requested that the Agent and the
Banks amend the Credit Agreement to (i) modify certain provisions
relating to the refinancing of a portion of the LPD-17
Expenditures and the corresponding Commitment reduction,
prepayment and release of certain Collateral; and (ii) modify the
provisions regarding dividends and related matters, in each case
as provided herein; and
WHEREAS, the Agent and the Banks are willing to so modify
the Credit Agreement, upon the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agrees as follows:
SECTION 1. Amendments to the Credit Agreement.
----------------------------------
(a) The reference in Section 2.3 of the Credit Agreement
to "$50,000,000" is amended to read "$65,000,000".
(b) The clause "other than the liens created by the
900 Foot Floating Drydock Mortgage," appearing immediately prior
to the proviso in the first sentence of Subsection 2.18(a) of the
Credit Agreement is deleted therefrom.
(c) The clause "a preferred ship mortgage covering the
Avondale Drydock (substantially in the form of the 900 Foot
Floating Drydock Mortgage, with such revisions as may be
requested by the Agent or the Required Banks), along with such
MARAD and other consents and related documentation as may be
required by the Agent and the Required Banks in connection
therewith," is inserted after the word "deliver" and before the
word "Security" in subpart (i) of the second sentence of
Subsection 2.18(b) of the Credit Agreement.
(d) The reference in Section 6.12 of the Credit
Agreement to "$50,000,000" is amended to read "$65,000,000".
(e) Section 7.6 of the Credit Agreement is amended by
deleting clause (ii) thereof and substituting the following
clauses (ii) and (iii) in lieu thereof:
(ii) so long as no Default or Event of Default
shall have occurred and be continuing, the
Company may pay cash dividends on its capital
stock and make payments for the purchase or
redemption of shares of its common stock during
any Dividend Calculation Period in an aggregate
amount not to exceed (A) 40% of Consolidated
Net Income for such Dividend Calculation Period
minus (B) the aggregate amount of all cash
dividends paid by the Company and the amount
paid by the Company for purchases and
redemptions pursuant to this clause (ii) during
such Dividend Calculation Period, and (iii) in
addition to purchases and redemptions permitted
pursuant to clause (ii) of this Section 7.6,
and so long as no Default or Event of Default
has occurred and is continuing, the Company may
purchase or redeem shares of its common stock,
provided that during the period commencing on
the Effective Date (April 30, 1997) through the
Expiration Date, the aggregate number of shares
of common stock purchased or redeemed by the
Company pursuant to this clause (iii) may not
exceed 1,500,000 and the aggregate amount paid
by the Company on account of such purchases or
redemptions may not exceed $50,000,000.00. As
used in this Section 7.6, "Dividend Calculation
Period" shall mean, as of the last day of each
of the Company's fiscal quarters, the four
fiscal quarter period ending on such day.
(f) Schedule I to the Credit Agreement is hereby
deleted and Schedule I attached hereto is substituted therefor.
SECTION 2. Representations and Warranties.
------------------------------
The Company represents and warrants to the Agent and to each of
the Banks that:
(a) This Third Amendment and the Credit Agreement as
amended hereby, (i) have been duly authorized, executed and
delivered by the Company and each of the Subsidiary Guarantors
and constitute their legal, valid and binding obligations
enforceable in accordance with their respective terms (subject,
as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and similar laws affecting
creditors' rights generally and to general principles of equity),
within the Company's and the Subsidiary Guarantors' corporate
powers, (ii) require no action by or in respect of, or filing
with, any governmental body, agency or official, (iii) do not
contravene, or constitute a default under, any provision of any
applicable law, statute, ordinance, regulation, rule, order or
other governmental restriction, or of the charter documents of
the Company or any Subsidiary Guarantor, or of any agreement,
judgment, injunction, order, decree, indenture, contract, lease,
instrument or other commitment to which the Company or any
Subsidiary Guarantor is a party or by which the Company or any
Subsidiary Guarantor or any of their assets are bound, and (iv)
will not result in the creation or imposition of any Lien upon
any asset of the Company or any Subsidiary Guarantor under any
existing indenture, mortgage, deed of trust, loan or credit
agreement or other agreement or instrument to which the Company
or any Subsidiary Guarantor is a party or by which it or any of
its assets may be bound or affected.
(b) The representations and warranties set forth in
Section IV of the Credit Agreement are true and correct in all
material respects before and after giving effect to this Third
Amendment with the same effect as if made on the date hereof,
except to the extent such representations and warranties
expressly related to an earlier date, in which case they were
true and correct in all material respects on and as of such
earlier date.
(c) As of the date hereof, at the time of and
immediately after giving effect to this Third Amendment, no
Default or Event of Default has occurred and is continuing.
(d) As of the date hereof, at the time of and
immediately after giving effect to this Third Amendment, no
events or conditions have occurred or exist which, individually
or in the aggregate, have had, or could reasonably be expected to
have, a Material Adverse Effect, and no litigation is pending or
threatened against the Company or any Subsidiary in which there
is a reasonable possibility of an adverse decision which would
result in a Material Adverse Effect.
SECTION 3. Certain Covenants.
-----------------
The Company hereby agrees to deliver to the Agent the following:
(a) no later than October 28, 1997: (i)
certified copies of all corporate action taken by the
Company and each of the Subsidiary Guarantors to
authorize the execution, delivery and performance of
this Third Amendment and any other documents required
or contemplated hereunder, and (ii) a certificate of
incumbency with respect to the officers of the Company
and each of the Subsidiary Guarantors authorized and
directed to execute and deliver this Third Amendment
and the Consents attached hereto; and
(b) no later than November 4, 1997: copies of
all documents and instruments executed and delivered in
connection with the refinancing of the LPD-17
Expenditures in accordance with Section 2.18(a) of the
Credit Agreement.
SECTION 4. Conditions of Effectiveness.
---------------------------
This Third Amendment shall be effective on the date (the
"Effective Date") of the delivery by the Company to the Agent of
the following: (a) this Third Amendment, signed by the
Company, each of the Subsidiary Guarantors, the Agent and each
of the Banks; and (b) the fees and expenses payable to the Agent
pursuant to Section 10.5 of the Credit Agreement, in connection
with this Third Amendment.
SECTION 5. Effect of Amendment.
--------------------
This Third Amendment (i) except as expressly provided herein,
shall not be deemed to be a consent to the modification or
waiver of any other term or condition of the Credit Agreement or
of any of the instruments or agreements referred to therein and
(ii) shall not prejudice any right or rights which the Agent or
the Banks may now have under or in connection with the Credit
Agreement, as amended by this Third Amendment. Except
as otherwise expressly provided by this Third Amendment, all of
the terms, conditions and provisions of the Credit Agreement
shall remain the same. It is declared and agreed by each of
the parties hereto that the Credit Agreement, as amended hereby,
shall continue in full force and effect, subject to and in
accordance with the terms thereof, and that this Third Amendment
and such Credit Agreement shall be read and construed as one
instrument.
SECTION 6. Miscellaneous.
-------------
This Third Amendment shall for all purposes be construed in
accordance with and governed by the laws of the State of
Illinois. The captions in this Third Amendment are for
convenience of reference only and shall not define or limit the
provisions hereof. This Third Amendment may be executed in
separate counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall
constitute one instrument. In proving this Third Amendment, it
shall not be necessary to produce or account for more than one
such counterpart.
SECTION 7. Request for Release of Collateral; Consent of
-------------------------------------------------
Banks.
-----
(a) Pursuant to Section 2.18 of the Credit Agreement
as amended pursuant hereto, the Company hereby requests that the
Agent release the liens and other security (but not the
Subsidiary Guarantees) securing the Obligations, at the Company's
expense, and, in connection therewith and as an inducement
thereto, hereby represents and warrants to the Agent and the
Banks that (a) the Company has refinanced a sufficient amount
of the LPD-17 Expenditures directly funded with the Line of
Credit to reduce the Line of Credit to an amount not to exceed
$65,000,000; (b) the material terms of such refinancing are
summarized in Exhibit A attached hereto; (c) the amount of the
Commitments has reduced automatically, permanently and pro rata
among the Banks to an aggregate amount equal to $65,000,000 and
the Company has prepaid the outstanding principal amount of the
Loans by an amount equal to the excess, if any, of (i) the
aggregate amount of Loans outstanding plus the aggregate
amount of Letter of Credit Outstandings over (ii) the Line of
Credit (after giving effect to such reduction in the
Commitments); and (d) no Default or Event of Default has occurred
and is continuing.
(b) The Banks consent to the Company's request for
release of collateral set forth in Section 7(a) of this Third
Amendment, and hereby direct the Agent to execute and deliver a
Global Release Agreement in substantially the form set out in
Exhibit B attached to this Third Amendment, and to execute and
deliver such UCC termination statements, release of liens and
other instruments as may be necessary to release and terminate
the liens and security interests securing the Obligations.
Pursuant to Section 6.12 and clause (v) of Section 7.13 of the
Credit Agreement, the Agent and each Bank acknowledges that the
terms of the LPD-17 Refinancing Indebtedness are satisfactory to
it.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY
THIS THIRD AMENDMENT) AND THE OTHER LOAN DOCUMENTS, REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this
Third Amendment to be duly executed and delivered by their
proper and duly authorized officers as of the date and year
first above written.
AVONDALE INDUSTRIES, INC.
By /s/ Eugene K. Simon, Jr.
------------------------
Name: Eugene K. Simon, Jr.
Title: V. P. - Finance
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Agent
By /s/ Janice Hammond
------------------
Name: Janice Hammond
Title: Vice President
Agency Specialist
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
successor to Bank of America
Illinois, as a Bank
By /s/ Gina M. West
----------------
Name: Gina M. West
Title: Vice President
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
WHITNEY NATIONAL BANK
By: /s/ Brigette L. Duhe
--------------------
Name: Brigette L. Duhe
Title: Banking Officer
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
ABN-AMRO BANK, N.V.
By: /s/ David P. Orr
----------------
Name: David P. Orr
Title: Vice President
By: /s/ Lila Jordan
---------------
Name: Lila Jordan
Title: Vice President
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
FIRST NATIONAL BANK OF COMMERCE
By: /s/ David Kocen
---------------
Name: David Kocen
Title: Banking Officer
Attachments:
Schedule I -Commitments
Exhibit A -Summary of Material Terms of LPD-17 Refinancing
Indebtedness
Exhibit B -Form of Global Release
Consents of Guarantors:
Avondale Gulfport Marine, Inc.
Avondale Technical Services, Inc.
Crawford Technical Services, Inc.
Genco Industries, Inc.
Avondale Properties, Inc.
Avondale Land Management Company
SCHEDULE I
COMMITMENTS
Bank of America National Trust and
Savings Association $23,705,882.35 36.470588%
Whitney National Bank $18,352,941.18 28.235294%
ABN-AMRO Bank, N.V. $11,470,588.24 17.647059%
First National Bank of Commerce $11,470,588.24 17.647059%
-------------- ------------
$65,000,000.00 100.0000000%
============== ============
EXHIBIT A
Summary of Material Terms of LPD-17 Refinancing Indebtedness
------------------------------------------------------------
See attached
"EXHIBIT "A"
Summary of LPD-17 Refinancing
-----------------------------
BACKGROUND INFORMATION
In March, 1997, Avondale acquired the property on which the
UNO/Avondale Maritime Technology Center of Excellence (the
"Technology Center") will be located. On May 16, 1997, Avondale
entered into a Cooperative Endeavor Agreement (the "Cooperative
Endeavor Agreement") with the State of Louisiana (the "State"),
the Board of Supervisors of Louisiana State University and
Agricultural and Mechanical College, acting on behalf of the
University of New Orleans (the "Board"), and University of New
Orleans Research and Technology Foundation, Inc. (the
"Foundation"). Under the Cooperative Endeavor Agreement, the
State made a non-binding commitment to appropriate $40,000,000,
plus interest, in installments over the period from September,
1997 through September, 2008 for donation to the Foundation for
purposes of funding the Technology Center.
At essentially the same time:
1. Avondale donated the property where the Technology
Center will be located to the Board, acting on behalf of the
University of New Orleans.
2. The Board in turn leased the undeveloped property to the
Foundation through a ground lease.
3. The Foundation subleased the property, including the
proposed Technology Center to be constructed by the
Foundation, to Avondale.
4. Avondale entered into a second tier sublease in favor of
the Board, on behalf of the University of New Orleans, for
use of space in the Technology Center by the University of
New Orleans' naval architecture program.
As a result of these transactions, the Foundation is the
nominal borrower on all indebtedness incurred to construct
and to equip the Technology Center. Avondale and the
Foundation intend, however, that appropriations by the State
under the Cooperative Endeavor Agreement will service the
Foundation's debt. If the State's appropriations are
insufficient, Avondale will be ultimately responsible for
making up the shortfall. In June, 1997, the State
appropriated $3.75 million and donated this amount to the
Foundation in accordance with the Cooperative Endeavor
Agreement.
FINANCING STRUCTURE
Avondale and the Foundation established two separate
financing facilities for the construction and equipping of
the Technology Center, the first of which (the "Equipment
Lease Facility") is with Interlease ("Interlease"), and the
second of which (the "Building Loan Facility") is with
Whitney National Bank ("Whitney") and First National Bank of
Commerce of New Orleans ("FNBC").
A. The Equipment Lease Facility.
--------------------------------
The Equipment Lease Facility is a relatively standard
equipment leasing arrangement between Interlease, as the
financing lessor, and the Foundation, as lessee, pursuant to
which the Foundation will lease from Interlease most of the
computer equipment necessary to furnish the Technology
Center. Under the Equipment Lease Facility, the Foundation
may lease up to $14,000,000 in computer equipment and
related accessories, with each leased item to be subject, at
the Foundation's option, to a 3, 4 or 5 year term. Lease
payments include an interest component which varies with the
lease term. Lease payments are made once annually, and the
Equipment Lease Facility requires the cost of each item of
leased equipment to be fully amortized over the lease term.
Upon expiration of the lease term for any item, the
Foundation may purchase such item for $1.
Avondale has fully and unconditionally guaranteed the
Foundation's payment and performance obligations under the
Equipment Lease Facility. The Avondale guaranty is
unsecured. The Avondale guaranty contains a waiver of
subrogation rights by Avondale and an agreement to waive any
rights of contribution or indemnity which Avondale may have
against the Foundation.
In the event of a default under the Equipment Lease
Facility, Interlease is entitled to exercise the usual range
of equipment lease remedies, including the right to
repossess the leased equipment and to enforce the Avondale
guaranty. Avondale does not have any extraordinary cure
rights (such as an additional grace period in which to cure
a lease default) but should be entitled, as guarantor, to
cure a lease default subject to the same time limitations
and conditions that apply to the Foundation as lessee.
B. The Building Loan Facility.
-------------------------------
Avondale and the Foundation financed the remainder of the
Technology Center through the Building Loan Facility with
Whitney and FNBC. The Building Loan Facility is governed by
a Loan Agreement dated as of August 14, 1997 among the
Foundation, Avondale, Whitney, and FNBC (the "Loan
Agreement"). The Foundation has the right to borrow up to
$26,000,000 under the Loan Agreement's line of credit for
purposes of constructing and equipping the Technology
Center, with such debt to be secured by (a) a leasehold
mortgage on the Foundation's lease on the land underlying
the Technology Center, (b) an assignment of the construction
contract between the Foundation and the general contractor,
(c) a security interest in the Foundation's equipment,
fixtures, general intangibles, and other items of movable
property located at the Technology Center, and (d) an
unconditional, unsecured guaranty by Avondale.
The Building Loan Facility bears interest at the rate of
7.30% per annum and is payable in annual installments due on
each September 1, commencing September 1, 1997 and ending on
September 1, 2006. The installments are in unequal amounts.
Whitney and FNBC have the usual remedies in the event of a
default by the Foundation, including foreclosure on the
leasehold mortgage, execution upon the movable property
subject to the Foundation's security agreement, and
enforcement of the Avondale guaranty.
The Avondale guaranty prohibits Avondale's exercise of any
subrogation rights until the Building Loan Facility has been
paid in full. Avondale is entitled to receive any
acceleration notice delivered to the Foundation but is
generally not entitled to any extraordinary cure rights
(such as longer cure periods).
AVONDALE'S RIGHT TO USE THE TECHNOLOGY CENTER
Avondale's right to use the Technology Center derives from
its sublease from the Foundation which in turn derives its
rights to use the Technology Center from the Foundation's
ground lease with the Board. Avondale's sublease, which has
a term of 50 years, requires an annual rental payment of
$100,000 (which is subject to an offset in favor of Avondale
if Avondale is required to make payments on its guaranties
of the Foundation's debt). The sublease also passes on to
Avondale all requirements imposed on the Foundation under
its ground lease with the Board. The sublease includes an
intervention by the Board, as the ultimate lessor,
consenting to the sublease and permitting Avondale a 30 day
period in which to cure any default by the Foundation under
the ground lease. Avondale will lose its rights under the
sublease following a default thereunder or under the ground
lease, which, in each instance, is not cured within the
applicable cure period.
EXHIBIT B
Form of Global Release
----------------------
See attached
EXHIBIT "B"
GLOBAL RELEASE AGREEMENT
THIS GLOBAL RELEASE AGREEMENT (this "Agreement") is entered
into as of the 24th day of October, 1997, by and among BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (as successor to
Continental Bank N.A., the "Agent"), as agent for the several
financing institutions (the "Banks") party to the Credit
Agreement (as defined herein), AVONDALE INDUSTRIES, INC., a
Louisiana Corporation (the "Company"), AVONDALE GULFPORT MARINE,
INC., a Delaware corporation ("Gulfport"), AVONDALE TECHNICAL
SERVICES, INC., a Louisiana corporation ("Technical"), CRAWFORD
TECHNICAL SERVICES, INC., a Texas corporation ("Crawford"), GENCO
INDUSTRIES, INC., a Texas corporation ("Genco"), AVONDALE
PROPERTIES, INC., a Louisiana corporation ("Avondale Properties")
and AVONDALE LAND MANAGEMENT COMPANY, a Louisiana general
partnership ("Shipyard Partnership").
W I T N E S S E T H :
WHEREAS, the Company, the Banks and the Agent are parties to
that certain Amended and Restated Revolving Credit Agreement,
dated as of January 28, 1997, as amended by that certain First
Amendment to Amended and Restated Revolving Credit Agreement,
dated as of March 14, 1997, as further amended by that certain
Second Amendment to Amended and Restated Revolving Credit
Agreement, dated as of April 30, 1997 and as further amended by
that certain Third Amendment to Amended and Restated Revolving
Credit Agreement and Request for Release of Collateral, dated as
of even date with this Agreement (as at any time amended,
modified or supplemented and in effect from time to time, the
"Credit Agreement");
WHEREAS, capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the
Credit Agreement;
WHEREAS, Gulfport, Technical, Crawford, Genco, Avondale
Properties and Shipyard Partnership (each a "Subsidiary" and
collectively the "Subsidiaries") each entered into a separate
guarantee in favor of the Agent, as agent for the various
financial institutions party to the Credit Agreement,
guaranteeing certain obligations of the Company under the Credit
Agreement (each a "Subsidiary Guarantee");
WHEREAS, the Company executed that certain Security
Agreement in favor of the Agent, as agent for the Banks, dated as
of May 10, 1994 (the "Company Security Agreement"), pursuant to
which the Company granted a security interest in certain
collateral to secure the Obligations;
WHEREAS, each Subsidiary executed a separate security
agreement (each a "Subsidiary Security Agreement", and together
with the Company Security Agreement, the "Security Agreements")
in favor of the Agent, as agent for the Banks, pursuant to which
each Subsidiary granted a security interest in certain collateral
to secure the Obligations;
WHEREAS, all of the requirements under Section 2.18(a) of
the Credit Agreement as amended by the Third Amendment have been
fulfilled, thereby allowing the Company to require the Agent to
release the liens and other security securing the Obligations and
the Company hereby directs that the Agent release such liens and
security; and
WHEREAS, the Agent has agreed to release all such liens and
security in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the premises, and mutual
covenants, agreements and understandings contained herein and in
the Credit Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Termination and Release. The Agent, for itself and on
behalf of the Banks, hereby terminates, releases and forever
discharges the Company and each of the Subsidiaries from each of
their respective Security Agreements and from any other pledge
agreements, security interests, mortgages, assignments, liens and
other security (but not the Subsidiary Guarantees) securing the
Obligations (collectively, "Other Security Instruments") to the
extent such Other Security Instruments secure the Obligations;
2. Further Assurances. The Agent, for itself and on
behalf of the Banks, agrees to execute any and all further
documents necessary to achieve the purpose and intent of this
Agreement, including without limitation any and all UCC
termination instrument and any other instrument or document to
release the liens and other security as contemplated herein and
in Section 2.18(a) of the Credit Agreement.
3. Counterparts. This Agreement may be executed by one
or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one in the same
instruments.
4. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof, any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any jurisdiction.
5. Governing Law. This Agreement and the rights and
obligations of the parties hereunder shall be governed by,
construed and interpreted in accordance with the laws of the
State of Louisiana.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the date first above-written.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: /s/ Janice Hammond
--------------------------
Name: Janice Hammond
Title: Vice President
Agency Sepcialist
AVONDALE INDUSTRIES, INC.
By: /s/ Eugene K. Simon, Jr.
---------------------------
Name: Eugene K. Simon, Jr.
Title: Assistant Secretary
AVONDALE GULFPORT MARINE, INC
By: /s/ Kenneth B. Dupont
-------------------------
Name: Kenneth B. Dupont
Title: President
AVONDALE TECHNICAL SERVICES, INC.
By: /s/ Thomas M. Kitchen
--------------------------
Name: Thomas M. Kitchen
Title: President
CRAWFORD TECHNICAL SERVICES, INC.
By: /s/ Joseph J. Jarvis III
--------------------------
Name: Joseph J. Jarvis III
Title: President
GENCO INDUSTRIES, INC.
By: /s/ Kenneth B. Dupont
---------------------------
Name: Kenneth B. Dupont
Title: CEO
AVONDALE PROPERTIES, INC.
By: /s/ Thomas M. Kitchen
---------------------------
Name: Thomas M. Kitchen
Title: V. P.
AVONDALE LAND MANAGEMENT COMPANY
By: Avondale Industries, Inc.
a general partner
By: /s/ Thomas M. Kitchen
---------------------
Name: Thomas M. Kitchen
---------------------
Title: V. P.
---------------------
By: Avondale Properties, Inc.
a general partner
By: /s/ Thomas M. Kitchen
---------------------
Name: Thomas M. Kitchen
---------------------
Title: V. P.
---------------------
CONSENT
By Subsidiary Guarantee dated as of May 10, 1994 (the
"Guarantee"), the undersigned (the "Guarantor") guaranteed
to the Secured Parties (as defined therein), subject to the
terms, conditions and limitations set forth therein, the
prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor (a) consents to the
Company's execution of the foregoing Third Amendment to
Amended and Restated Revolving Credit Agreement and Request
for Release of Collateral (the "Third Amendment"), (b)
consents to the release of collateral therein requested, and
(c) acknowledges the continued validity, enforceability and
effectiveness of the Guarantee with respect to all loans,
advances and extensions of credit to the Company, whether
heretofore or hereafter made, together with all interest
thereon and all expenses in connection therewith.
AVONDALE GULFPORT MARINE, INC.
By: /s/ Kenneth B. Dupont
---------------------
Name: Kenneth B. Dupont
Title: President
Dated as of even date with the above-referenced Third
Amendment.
CONSENT
By Subsidiary Guarantee dated as of May 10, 1994 (the
"Guarantee"), the undersigned (the "Guarantor") guaranteed
to the Secured Parties (as defined therein), subject to the
terms, conditions and limitations set forth therein, the
prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor (a) consents to the
Company's execution of the foregoing Third Amendment to
Amended and Restated Revolving Credit Agreement and Request
for Release of Collateral (the "Third Amendment"), (b)
consents to the release of collateral therein requested, and
(c) acknowledges the continued validity, enforceability and
effectiveness of the Guarantee with respect to all loans,
advances and extensions of credit to the Company, whether
heretofore or hereafter made, together with all interest
thereon and all expenses in connection therewith.
AVONDALE TECHNICAL SERVICES, INC.
By: /s/ Thomas M. Kitchen
---------------------
Name: Thomas M. Kitchen
Title: President
Dated as of even date with the above-referenced Third
Amendment.
CONSENT
By Subsidiary Guarantee dated as of May 10, 1994 (the
"Guarantee"), the undersigned (the "Guarantor") guaranteed
to the Secured Parties (as defined therein), subject to the
terms, conditions and limitations set forth therein, the
prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor (a) consents to the
Company's execution of the foregoing Third Amendment to
Amended and Restated Revolving Credit Agreement and Request
for Release of Collateral (the "Third Amendment"), (b)
consents to the release of collateral therein requested, and
(c) acknowledges the continued validity, enforceability and
effectiveness of the Guarantee with respect to all loans,
advances and extensions of credit to the Company, whether
heretofore or hereafter made, together with all interest
thereon and all expenses in connection therewith.
CRAWFORD TECHNICAL SERVICES, INC.
By: /s/ Joseph J. Jarvis, III
-------------------------
Name: Joseph J. Jarvis, III
Title: President
Dated as of even date with the above-referenced Third
Amendment.
CONSENT
By Subsidiary Guarantee dated as of May 10, 1994 (the
"Guarantee"), the undersigned (the "Guarantor") guaranteed
to the Secured Parties (as defined therein), subject to the
terms, conditions and limitations set forth therein, the
prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor (a) consents to the
Company's execution of the foregoing Third Amendment to
Amended and Restated Revolving Credit Agreement and Request
for Release of Collateral (the "Third Amendment"), (b)
consents to the release of collateral therein requested, and
(c) acknowledges the continued validity, enforceability and
effectiveness of the Guarantee with respect to all loans,
advances and extensions of credit to the Company, whether
heretofore or hereafter made, together with all interest
thereon and all expenses in connection therewith.
GENCO INDUSTRIES, INC.
By: /s/ Kenneth B. Dupont
---------------------
Name: Kenneth B. Dupont
Title: Chief Executive Officer
Dated as of even date with the above-referenced Third
Amendment.
CONSENT
By Subsidiary Guarantee dated as of May 10, 1994 (the
"Guarantee"), the undersigned (the "Guarantor") guaranteed
to the Secured Parties (as defined therein), subject to the
terms, conditions and limitations set forth therein, the
prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor (a) consents to the
Company's execution of the foregoing Third Amendment to
Amended and Restated Revolving Credit Agreement and Request
for Release of Collateral (the "Third Amendment"), (b)
consents to the release of collateral therein requested, and
(c) acknowledges the continued validity, enforceability and
effectiveness of the Guarantee with respect to all loans,
advances and extensions of credit to the Company, whether
heretofore or hereafter made, together with all interest
thereon and all expenses in connection therewith.
AVONDALE PROPERTIES, INC.
By: /s/ Thomas M. Kitchen
---------------------
Name: Thomas M. Kitchen
Title: Vice President &
Secretary
Dated as of even date with the above-referenced Third
Amendment.
CONSENT
By Subsidiary Guarantee dated as of May 10, 1994 (the
"Guarantee"), the undersigned (the "Guarantor") guaranteed
to the Secured Parties (as defined therein), subject to the
terms, conditions and limitations set forth therein, the
prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor (a) consents to the
Company's execution of the foregoing Third Amendment to
Amended and Restated Revolving Credit Agreement and Request
for Release of Collateral (the "Third Amendment"), (b)
consents to the release of collateral therein requested, and
(c) acknowledges the continued validity, enforceability and
effectiveness of the Guarantee with respect to all loans,
advances and extensions of credit to the Company, whether
heretofore or hereafter made, together with all interest
thereon and all expenses in connection therewith.
AVONDALE LAND MANAGEMENT COMPANY,
a Louisiana general partnership
By: Avondale Industries, Inc.,
a general partner
By: /s/ Thomas M. Kitchen
---------------------
Name: Thomas M. Kitchen
Title: Vice President & CFO
By: Avondale Properties, Inc.,
a general partner
By: /s/ Thomas M. Kitchen
---------------------
Name: Thomas M. Kitchen
Title: Vice President &
Secretary
Dated as of even date with the above-referenced Third
Amendment.