FIRST AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT (this "First Amendment") is entered into as of
March 14, 1997, among AVONDALE INDUSTRIES, INC., a Louisiana
corporation (the "Company"), the several financial institutions
party to this First 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 at any time amended, modified or
supplemented and in effect from time to time, the "Credit
Agreement"); and
WHEREAS, the Company proposes to add ABN-Amro Bank, N.V. as
an "Additional Bank" pursuant to Section 2.20 of the Credit
Agreement, with a Commitment of $15,000,000; and
WHEREAS, pursuant to Section 2.20 as currently in effect,
the Commitments of BAI and Whitney National Bank, respectively,
would decrease as a result thereof by the amount of $2,500,000
each; and
WHEREAS, BAI and Whitney National Bank desire to, and have
requested that the other parties to the Credit Agreement, amend
Section 2.20 of the Credit Agreement, in connection with the
addition of ABN-Amro Bank, N.V. as an "Additional Bank"
thereunder, so that the full amount of the aggregate reduction of
the Commitments of BAI and Whitney National Bank that would
result from such addition instead would be applied entirely in
reduction of BAI's Commitment (such that the Commitment of BAI
instead would be reduced by the amount of $5,000,000), with no
corresponding reduction in the Commitment of Whitney National
Bank;
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 Subsection 2.20(a) of the Credit
Agreement to the maximum Commitments of the Additional Banks
of "$20,000,000" is amended to read "$15,000,000."
(b) Subsection 2.20(b)(ii) of the Credit Agreement is
amended to read as follows:
"the `Commitment' of BAI shall be reduced
automatically in an aggregate amount equal to the
amount, if any, by which the aggregate Commitments of
the Additional Banks exceed $10,000,000;"
(c) Subsection 2.20(b)(iv) of the Credit Agreement is
amended to read as follows:
"the Company shall pay to the Agent for the
account of and disbursement to the Additional Banks,
respectively, a participation fee in an amount equal to
the product of (i) 20 Basis Points (.20%) times (ii)
the aggregate Commitment of such Banks up to the first
$10,000,000 thereof, as if such fee had been payable
pursuant to Section 2.9 hereof and not in addition
thereto, and, in the event that the aggregate amount of
the Commitments of the Additional Banks exceed
$10,000,000, BAI shall remit to the Agent, for the
account of and disbursement to the Additional Banks, a
pro rata portion of the `participation fee' paid to BAI
pursuant to Section 2.9(b) hereof equal to the product
of (A) 20 Basis Points (.20%) times (B) the amount by
which such Bank's Commitment is decreased pursuant to
clause (ii) above, for payment over to the Additional
Banks pro rata relation to their respective
Commitments; and".
(d) Subsection 2.20(e) of the Credit Agreement is
hereby deleted therefrom.
SECTION 2. Representations and Warranties. The Company
represents and warrants to the Agent and to each of the Banks
that:
(a) This First Amendment and the Credit Agreement as
amended hereby, have been duly authorized, executed and delivered
by the Company and constitute its 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.
(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 First
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 First Amendment, no
Default or Event of Default has occurred and is continuing.
SECTION 3. Conditions of Effectiveness. This First
Amendment shall be effective on the date (the "Effective Date")
of the delivery by the Company to the Administrative Agent
of the following:
(a) this First Amendment, signed by the Company, the
Agent, and each of the Banks;
(b) the documents required pursuant to Section 2.20
of the Credit Agreement, as amended hereby, to effect the
addition of ABN-Amro Bank, N.V. as an "Additional Bank" in
accordance therewith; and
(c) the fees and expenses payable to the Agent
pursuant to Sections 2.20 and 10.5 of the Credit Agreement, in
connection with this First Amendment and the addition of ABN-Amro
Bank, N.V. as an "Additional Bank".
SECTION 4. Effect of Amendment. This First 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
First Amendment. Except as otherwise expressly provided by this
First 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 First Amendment and such Credit Agreement shall be read and
construed as one instrument.
SECTION 5. Miscellaneous. This First Amendment shall for
all purposes be construed in accordance with and governed by the
laws of the State of Illinois. The captions in this First
Amendment are for convenience of reference only and shall not
define or limit the provisions hereof. This First 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
First Amendment, it shall not be necessary to produce or account
for more than one such counterpart.
NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY
THIS FIRST 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
First 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/ Thomas M. Kitchen
---------------------
Name: Thomas M. Kitchen
Title: Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: /s/ W. Thomas Barnett
---------------------
Name: W. Thomas Barnett
Title: Vice President
BANK OF AMERICA ILLINOIS,
as a Bank
By: /s/ W. Thomas Barnett
---------------------
Name: W. Thomas Barnett
Title: Vice President
WHITNEY NATIONAL BANK
By: /s/ Elmer H. Hemphill, Jr.
--------------------------
Name: Elmer H. Hemphill, Jr.
Title: Senior Vice President
FIRST NATIONAL BANK OF COMMERCE
By: /s/ A. David Kocen
------------------
Name: A. David Kocen
Title: Banking Officer