UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
April 7, 2005 (April 7, 2005)
___________________
TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
000-32855
(Commission File Number)
Delaware 74-2982117
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
401 Whitney Avenue, Suite 400
Gretna, Louisiana 70056-2596
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(504) 367-7030
___________________
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of
the Registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on January 12, 2005, Torch
Offshore, Inc. (the "Company"), and its wholly-owned
subsidiaries, Torch Offshore, L.L.C. and Torch Express,
L.L.C., each debtors-in-possession under Chapter 11 of the
U.S. Bankruptcy Code, entered into an agreement with Regions
Bank and Export Development Canada (collectively, the
"Lenders") for debtor-in-possession financing (the "DIP
Facility"). The DIP Facility provided a $6.9 million
revolving credit facility and a $2.0 million discretionary
letter of credit facility with an expiration date of April
1, 2005.
On March 31, 2005, the Company entered into an amendment
with the Lenders in relation to the DIP Facility, which
increased the revolving credit facility by $1.4 million to
$8.3 million and extended the expiration of the DIP Facility
to April 29, 2005, subject to budget and other restrictions.
A copy of Amendment No. 1 to the Debtor-In-Possession Credit
Agreement is filed as Exhibit 10.1 and is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
The information provided in Item 1.01 of this Current Report
regarding the DIP Facility is incorporated into this Item
2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
10.1 Amendment No. 1 to Debtor-In-Possession Credit
Agreement and Loan Documents among Torch
Offshore, Inc., Torch Offshore, LLC, Torch
Express, LLC and Regions Bank and Export
Development Canada.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
TORCH OFFSHORE, INC.
By: /s/ ROBERT E. FULTON
Date: April 7, 2005 --------------------
Robert E. Fulton
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
10.1 Amendment No. 1 to Debtor-In-Possession Credit
Agreement and Loan Documents among Torch
Offshore, Inc., Torch Offshore, LLC, Torch
Express, LLC and Regions Bank and Export
Development Canada.
Exhibit 10.1
AMENDMENT NO. 1 TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT AND LOAN DOCUMENTS
THIS AMENDMENT dated as of March 31, 2005 (this
"Amendment"), under the Debtor-in-Possession Credit
Agreement dated as of January 12, 2005 (the "DIP Credit
Agreement"), among Torch Offshore, Inc., a Delaware
corporation (the "Borrower"), Torch Offshore, LLC, a
Delaware limited liability company ("TOLLC") and Torch
Express, LLC, a Louisiana limited liability company
("TELLC"; TOLLC and TELLC are each referred to herein as a
"Guarantor"), Regions Bank, for itself as a "Lender" defined
under the DIP Credit Agreement ("Regions") and Export
Development Canada, as a Lender ("EDC").
The parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless
otherwise specifically defined herein, each term used herein
which is defined in the DIP Credit Agreement and not defined
herein has the meaning assigned to such term in the DIP
Credit Agreement. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and
each reference to "this Agreement" and each other similar
reference contained in the DIP Credit Agreement shall, after
this Amendment becomes effective, refer to the DIP Credit
Agreement as amended hereby.
SECTION 2. Amendments. (a) Each of the following
definitions contained in Section 1.1 of the DIP Credit
Agreement is hereby amended and restated in its entirety as
follows:
Line of Credit Commitment means for all Lenders
the aggregate principal amount of $8,300,000.00.
Pro Rata Share means with respect to each Lender
with respect to Line of Credit Loans or Letters of
Credit, the percentage amount equal to the quotient of
(x) such Lender's share of the Line of Credit
Commitment set forth (i) next to such Lender's
signature to the First Amendment or (ii) after the
Effective Date, in any Assignment Agreement, divided by
(y) the aggregate amount of Line of Credit Commitments.
On the Effective Date, the Pro Rata Share of Regions
and EDC is 50% each.
Termination Date means the earlier to occur of (i)
April 29, 2005 (which date may be extended up to 90
additional days thereafter upon the written consent of
the Agent and the Lenders in the exercise of their sole
discretion, such consent, if any, to be conditioned,
among other things, upon receipt of a new Budget and
the Agent's and the Lenders' complete satisfaction
therewith), (ii) the Consummation Date, and (iii) the
acceleration of the Loans and the termination of the
Line of Credit Commitments in accordance with the terms
hereof.
(b) The following new definition is hereby added to
the DIP Credit Agreement as follows:
First Amendment means that certain Amendment No. 1
to Debtor-in-Possession Credit Agreement and Loan
Documents dated as of March ___, 2005, executed among
the Agent, the Lenders, the Borrowers and the
Guarantors.
(c) Section 2.2 of the DIP Credit Agreement is hereby
amended and restated in its entirety as follows:
2.2 Total Line of Credit Loans Shall Not Exceed
Commitments. If the Line of Credit Loans outstanding
should at any time exceed $8,300,000.00 (such excess
Loans being an "Overadvance"), such Overadvance shall
nevertheless constitute Indebtedness that is secured by
the Collateral and entitled to all of the benefits of
this Agreement and the other Loan Documents. Any such
Overadvance shall be payable by the Borrower on demand
by the Agent and shall bear interest at the Applicable
Rate. The Agent shall not be responsible or liable for
failure to make any demand for payment under this
Section 2.2.
(d) Section 8.3 of the DIP Credit Agreement is hereby
amended and restated in its entirety as follows:
8.3 Use of Proceeds. Borrower covenants and
agrees that the proceeds of the Line of Credit Loans
will be used solely as set forth in the 5 week cash
flow forecast as agreed from time to time between the
Borrower, the Agent and the Lenders (the "Budget").
Immediately upon the sale of any Vessel, the Budget
then in effect shall be amended as agreed among the
Borrower, the Agent and the Lenders to reflect the
elimination of expenses associated with such sold
Vessel. The Letters of Credit will be used solely for
the requirements of the Company Business in the
ordinary course of business. In no event may the
proceeds of any Loan or Letter of Credit be used in
violation of any applicable law or regulation.
(e) Each Note is hereby amended (i) by deleting each
reference to "$3,450,000.00" and substituting in its place
"4,150,000.00"; and (ii) by deleting each reference to
"Three Million Four Hundred Fifty Thousand and 00/100
Dollars" and substituting in its place "Four Million One
Hundred Fifty Thousand and 00/100 Dollars."
SECTION 3. Representations. The Borrower and each
Guarantor represents and warrants that (i) the
representations and warranties set forth in the Loan
Documents are true and correct in all material respects on
and as of the date hereof with the same effect as if made on
and as of such date and (ii) after giving effect to this
Amendment, no Default or Event of Default under the DIP
Credit Agreement has occurred and is continuing on such
date.
SECTION 4. Reaffirmation; Release. Borrower hereby
reaffirms and restates each and every agreement, covenant,
warranty and representation set forth in the DIP Credit
Agreement, each Note and the other Loan Documents to which
it is a party, as amended and affected by this Amendment.
Each Guarantor hereby reaffirms and restates each and every
agreement, covenant, warranty and representation set forth
in the DIP Credit Agreement, the Continuing Guarantees, the
Security Documents and the other Loan Documents to which it
is a party, as amended and affected by this Amendment. The
Borrower and each Guarantor further acknowledges, represents
and warrants that the Loan Documents, as amended and
affected by this Amendment, constitute valid and enforceable
obligations of Borrower and each Guarantor as of this date,
free from any defense, counterclaim, offset or recoupment.
Each Guarantor agrees that the "Obligations" guaranteed by
it under its Continuing Guarantee includes, without
limitation, Loans made under the Line of Credit Commitment
as increased by this First Amendment to an amount not
exceeding $8,300,000.00. The Borrower and each Guarantor
hereby waives, releases and discharges Agent and the Lenders
from any and all claims, demands, actions or causes of
action arising out of or in any way relating to the Loans
and the other Obligations, the Credit Agreement and the
other Loan Documents and any documents, agreements,
dealings, or other matters connected with the Loans, any
Letter of Credit or other Obligations, including, without
limitation, all known and unknown matters, claims,
transactions, or things occurring prior to the date of this
Amendment related to the Loans or any Letter of Credit.
SECTION 5. No Waiver or Implication; No Novation.
Nothing herein shall constitute a waiver of any default,
whether known or unknown, which may exist under the Loan
Documents, except as expressly set forth herein. No action,
inaction or agreement by the Agent or any Lender, including,
without limitation, any extension, indulgence, waiver,
consent or agreement of modification which may have occurred
or have been granted or entered into (or which may be
occurring or be granted or entered into hereunder or
otherwise) with respect to nonpayment of the Loans or
reimbursement for draws under any Letter of Credit or any
portion thereof, or with respect to matters involving
security for the Loans or reimbursement for draws under any
Letter of Credit, or with respect to any other matter
relating to the Loans or reimbursement for draws under any
Letter of Credit, shall require or imply any future
extension, indulgence, waiver, consent or agreement by Agent
or any Lender. Borrower and each Guarantor hereby
acknowledges and agrees that none of the Agent and the
Lenders has made any agreement, and none of them is in
anyway obligated, to grant any future extension, indulgence,
waiver or consent with respect to the Loans, any Letter of
Credit or any matter relating to the Loan Documents. This
Amendment shall not constitute a novation of the Loans, any
Note, the DIP Credit Agreement or any other of the Loan
Documents, and the terms and provisions of the Loan
Documents are hereby affirmed and shall remain valid and in
full force and effect as amended and affected by this
Amendment.
SECTION 6. Governing Law; Counterparts; Expenses;
Successors and Assigns. This Amendment shall be governed by
and construed in accordance with the laws of the State of
Louisiana. This Amendment may be signed and delivered in any
number of counterparts (including by facsimile), each of
which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Borrower agrees to promptly pay the attorney fees and
expenses incurred by the Agent and the Lenders in connection
with the drafting, negotiation, execution, delivery and
performance of this Amendment. This Amendment shall be
binding upon and inure to the benefit of Borrower, each
Guarantor, Agent and the Lenders and their respective
successors and assigns, whether voluntary by act of the
parties or involuntary by operation of law.
SECTION 7. Effectiveness. This Amendment shall become
effective as of the date hereof on the date when the Agent
shall have received from the Borrower, each Guarantor and
each Lender a counterpart hereof signed by such party.
IN WITNESS WHEREOF, Borrower, the Guarantors, the Agent
and the Lenders have executed this Amendment as of the date
first written above.
TORCH OFFSHORE, INC.
By: /s/ Robert E. Fulton
--------------------
Name: Robert E. Fulton
Title: Chief Financial
Officer
TORCH OFFSHORE, L.L.C.
By: /s/ Robert E. Fulton
--------------------
Name: Robert E. Fulton
Its Manager
TORCH EXPRESS, L.L.C.
By: /s/ Robert E. Fulton
--------------------
Name: Robert E. Fulton
Its Manager
REGIONS BANK,
as a Lender and as Agent
Share of the Line of Credit
Commitment after giving effect
to this Amendment: $4,150,000.00
By: /s/ Mike J. Paternostro
-----------------------
Mike J. Paternostro
Senior Vice President
EXPORT DEVELOPMENT CANADA,
as a Lender
Share of the Line of Credit
Commitment after giving effect
to this Amendment: $4,150,000.00
By: /s/ Sean Mitchell
-----------------
Sean Mitchell
Manager Special Risks
By: /s/ Bruce Dunlop
----------------
Bruce Dunlop
Portfolio Manager