Fourth Amendment to Third Amended and Restated Loan Agreement



 EXHIBIT 10.5 
  
 FOURTH AMENDMENT 
 TO 
 THIRD AMENDED AND RESTATED LOAN AGREEMENT 
  
 This Fourth Amendment to Third Amended and Restated Loan Agreement (the “Third Amendment”) is dated November 10,
2003 and is made by and among Whitney National Bank (“Lender”), Conrad Shipyard, L.L.C. (“Borrower”), Orange Shipbuilding Company, Inc. (“Orange”) and Conrad Industries, Inc. (“Conrad”). 
  
 WHEREAS, Borrower and Guarantor have requested that Lender modify the Debt
Service Coverage Ratio so that Borrower will not violate its terms and conditions. 
  
 WHEREAS, Lender is agreeable provided that the margin on the Libor Rate increase from 175 basis points to 200 basis points; 
  
 WHEREAS, the parties wish to amend that certain Third Amended and Restated Loan Agreement by and among Lender, Borrower, Orange and Conrad, dated July 18,
2002, as amended by the First Amendment to the Third Amended and Restated Loan Agreement, dated March 21, 2003, the Second Amendment to Third Amended and Restated Loan Agreement, dated as of May 9, 2003 and the Third Amendment to Third Amended and
Restated Loan Agreement dated July 11, 2003 (collectively the “Loan Agreement”) as follows: 
  
 NOW THEREFORE, the parties hereby agree as follows: 
  
 1. As used herein, capitalized terms not defined herein shall have the meanings attributed to them in the Loan Agreement. The Loan Agreement is hereby
amended by the restatement of the following definitions in Section 1.01: 
  
 “Debt Service Coverage Ratio” shall mean the ratio over the life of the Loan of Cash Flow to Consolidated Funded Debt Payments. 
  
 “Libor Rate” shall mean, effective as of the date of this Fourth Amendment, an interest rate per
annum (rounded upward to the nearest hundredth of a percent (1/100 of 1%)) which is the offered quotation to Lender of the London interbank offered rate for U.S. Dollar deposits of amounts in immediately available funds in the London market for one
month, two months, three months or six months as recorded by Bloomberg, L.P. or such other service used by Lender as an information vendor for the purpose of displaying British Bankers’ Association interest settlement rates for U.S. Dollar
Deposits, as determined by Lender as of the opening of business of Lender or as soon thereafter as practicable, plus the applicable margin of 200 basis points (2% percent). The Libor Rate shall be determined by Lender on the first Business
Day of each Interest Period with the change in the Libor Rate to be effective as of such Business Day. 
  
 2. Section 5.01 (b) of the Loan Agreement is amended and restated as follows 
  
 Section 5.01. Financial Covenants. Borrower shall
comply with the following Financial Covenants until the Loan has been paid in full: 
  

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 (b) Debt Service Coverage Ratio. Borrower on a consolidated basis with Guarantor
and each Subsidiary shall maintain at all times during the existence of the Loan a Debt Service Coverage Ratio as follows: 
  
 (i) As of December 31, 2003, a Debt Service Coverage Ratio of .75 calculated using the financial statements for the Fourth quarter of
2003. 
  
 (ii) As of March 31, 2004, a Debt
Service Coverage Ratio of 1.00 calculated using the financial statements for the Fourth quarter of 2003 and the First quarter of 2004. 
  
 (iii) As of June 30, 2004, a Debt Service Coverage Ratio of 1.10 calculated using the financial statements for the Fourth quarter of 2003
and the First and Second quarters of 2004. 
  
 (iv) As of September 30, 2004, a Debt Service Coverage Ratio of 1.25 calculated using the financial statements for four previous quarters. 
  
 (v) After September 30, 2004, a Debt Service Coverage Ratio of 1.25 calculated each quarter using the financial statements for the four
previous quarters on a rolling basis. 
  
 3. In connection with
the foregoing and only in connection with the foregoing, the Loan Agreement is hereby amended, but in all other respects all of the terms and conditions of the Loan Agreement remain unaffected. 
  
 4. Borrower, Orange and Conrad acknowledge and agree that this Fourth
Amendment shall not constitute a waiver of any Default(s) under the Loan Agreement or any documents executed in connection therewith, all of Lender’s rights and remedies being preserved and maintained. Borrowers, Orange and Conrad hereby
represent and warrant to Lender that no Default has occurred under the Loan Agreement and there has not occurred any condition, event or act which constitutes, or with notice or lapse of time (or both) would constitute, a Default under the Loan
Agreement. Borrower, Orange and Conrad further acknowledge that the Collateral Documents and the continuing guaranties of Orange and Conrad remain in full force and effect and that the Collateral Documents and the continuing guaranties of Orange and
Conrad continue to secure the payment and performance of the Obligations, as hereby amended, in accordance with their terms. 
  
 5. This Fourth Amendment may be executed in two or more counterparts, and it shall not be necessary that the signatures of all parties hereto be contained
on any one counterpart hereof; each counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed. 

 

	 LENDER:
 WHITNEY
NATIONAL BANK
	  	 BORROWER:
 CONRAD
SHIPYARD, L.L.C.

				
	By:	 	 /s/ EDGAR W. SANTA CRUZ, III

	  	 By:
	 	 /s/ LEWIS J. DERBES, JR.


	 	 	 Edgar W. Santa Cruz, III
 Title: Vice
President
	  	 	 	 Lewis J. Derbes, Jr.
 Its:
Treasurer/Secretary and Manager

			
	 	 	 	  	 GUARANTORS:
 ORANGE
SHIPBUILDING COMPANY, INC.

				
	 	 	 	  	By:	 	/s/ LEWIS J. DERBES, JR.
	 	 	 	 	 	

	 	 	 	  	 	 	 Lewis J. Derbes, Jr.
 Its: Secretary and
Treasurer

			
	 	 	 	  	CONRAD INDUSTRIES, INC.
				
	 	 	 	  	By:	 	 /s/ LEWIS J. DERBES, JR.


	 	 	 	  	 	 	 Lewis J. Derbes, Jr.
 Its: Vice President
and
 Chief Financial Officer


  

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