EXHIBIT 10
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
LOAN AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN
AGREEMENT, dated as of February 11, 1998 (this "Amendment"),
between AMERICAN OILFIELD DIVERS, INC., a Louisiana corporation
("Borrower") and FIRST NATIONAL BANK OF COMMERCE, a national
banking association ("Lender").
W I T N E S S E T H:
WHEREAS, Borrower and Lender have heretofore entered into
a Second Amended and Restated Loan Agreement dated as of April
3, 1996, as heretofore amended by that certain First Amendment
thereto between Borrower and Lender dated as of March 28, 1997,
and by that certain Second Amendment thereto between Borrower
and Lender dated as of June 12, 1997 (as so amended, the "Loan
Agreement"), pursuant to which Lender agreed to provide
Borrower with certain credit facilities consisting of a
revolving line of credit, a commitment for the issuance of
letters of credit, and a term loan under the terms and
conditions more fully described therein; and,
WHEREAS, Borrower has requested that Lender increase its
commitment to make Revolving Loans and to issue Credits
pursuant to the terms of the Loan Agreement to an aggregate
amount not to exceed $25,000,000.00 at any time, and Lender has
agreed to so increase its commitment subject to the terms and
conditions of the Amendment.
NOW, THEREFORE, the parties hereto, in consideration of
the mutual covenants hereinafter set forth and intending to be
legally bound hereby, agree as follows:
1. Defined Terms. Capitalized terms used herein which
are defined in the Loan Agreement are used herein with such
defined meanings unless otherwise defined herein.
2. Amendments to Loan Agreement.
(a) Contemporaneously herewith, Borrower has executed
and delivered to Lender that certain promissory note made
by Borrower dated February 11, 1998, payable to the order
of Lender in the principal sum of Twenty-Five Million and
No/100 ($25,000,000.00) Dollars, which note has been given
in renewal and extension, but not as a novation, of that
certain promissory note made by Borrower dated April 3,
1996, payable to the order of Lender in the principal sum
of $15,000,000.00, as said promissory note was heretofore
amended by the First and Second Amendments to the Loan
Agreement dated as of March 28, 1997, and June 12, 1997,
respectively. Accordingly, the definition of the term
"Revolving Note" in Article I of the Loan Agreement is
hereby amended to read as follows:
(49) "Revolving Note" shall mean that certain
promissory note made by Borrower dated February 11,
1998, payable to the order of Lender in the principal
sum of $25,000,000.00, which evidences the Revolving
Loans made pursuant to the terms hereof, together
with any and all promissory notes given in renewal,
extension and modification thereof.
All references in the Loan Agreement to the term "Revolving
Note" shall henceforth refer to such note as defined in this
Amendment.
(b) The definition of the term "Ship Mortgages" in
Article I of the Loan Agreement is hereby amended to read as
follows:
(52) "Ship Mortgages" shall mean, collectively,
collectively, (i) that certain Preferred Mortgage by
S & H Diving Corporation (predecessor to S & H) in
favor of Lender dated August 9, 1994, (ii) that
certain Fleet Preferred Mortgage by APM in favor of
Lender dated September 22, 1994, (iii) that certain
Preferred Mortgage by Borrower in favor of Lender
dated September 22, 1994, (iv) that certain Preferred
Mortgage by S & H Diving Corporation (predecessor to
S & H) in favor of Lender dated April 3, 1995, and
(v) that certain Preferred Mortgage by S & H in favor
of Lender dated May 13, 1996, as each of said
instruments have been amended or may be amended from
time to time. The term "Ship Mortgages" shall also
include any additional preferred ship mortgages now
existing or hereafter from time to time granted by
any Grantor affecting any and all Coast Guard
documented vessels as security for any indebtedness
of Borrower to Lender.
(c) All references in Articles II and VI of the Loan
Agreement to the dollar amount of "$15,000,000.00" are hereby
deleted and replaced with references to the dollar amount of
"$25,000,000.00".
(d) The last sentence of Article VI, Section (a) of
the Loan Agreement is hereby amended to read as follows:
In no event shall a Credit be issued by Lender if the
sum of the face amount thereof, when added to the
aggregate unfunded amounts of Credits then
outstanding, would exceed $7,500,000.00, nor shall a
Credit be issued by Lender if the sum of the face
amount thereof, when added to the sum of the
aggregate unfunded amounts of Credits then
outstanding plus the aggregate amount of the
Revolving Loans at such time outstanding, would
exceed the lesser of (i) $25,000,000.00, or (ii) the
Net Collateral Value in effect at such time.
3. Conditions Precedent to Effectiveness of this
Amendment. This Amendment shall not be effective unless and
until Lender receives, on or prior to February 13, 1998, an
executed copy of the Revolving Note (as herein defined), an
executed counterpart of this Amendment, resolutions of the
Board of Directors of Borrower authorizing the transactions
contemplated hereby, and a letter from each of the Grantors
other than Borrower consenting to the transactions contemplated
hereby, confirming their respective Security Instruments, and
agreeing that such Security Instruments shall secure payment of
all obligations of Borrower to Lender, including without
limitation the increased amount of the Revolving Loans made
available hereunder.
4. Representations; No Default. On and as of the date
hereof, and after giving effect to this Amendment, Borrower
(a) confirms, reaffirms and restates the representations and
warranties set forth in the Loan Agreement and in the Security
Instruments to which it is a party; provided, that each
reference to the Loan Agreement therein shall be deemed
included the Loan Agreement as amended by this Amendment; and
(b) represents that no Default or Event of Default has occurred
and is continuing.
5. Security Instruments. All of the liens, privileges,
priorities and equities existing and to exist under and in
accordance with the terms of the Security Instruments are
hereby renewed, extended and carried forward as security for
all of the Loans and all other debts, obligations and
liabilities of Borrower to Lender, including without limitation
the increased amount of Revolving Loans and Credit Obligations
made available hereunder.
6. Payment of Expenses. Borrower agrees to pay or
reimburse Lender for all reasonable legal fees and expenses of
counsel to Lender in connection with the transactions
contemplated by this Amendment.
7. Governing Law: Counterparts. The Amendment shall be
governed by and construed in accordance with the laws of the
State of Louisiana. This Amendment may be executed in any
number of counterparts, all of which counterparts, when taken
together, shall constitute one and the same instrument.
8. Continued Effect. Except as expressly modified
herein, the Loan Agreement shall continue in full force and
effect. The Loan Agreement as amended herein is hereby
ratified and confirmed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date
hereinabove provided by their undersigned authorized officers,
each hereunto duly authorized.
AMERICAN OILFIELD DIVERS, INC.
/s/ Cathy M. Green
By:_____________________________________
Cathy M. Green,
Chief Financial Officer
FIRST NATIONAL BANK OF COMMERCE
Nemesio Viso
By:______________________________________
Vice President
Title:_____________________________________