FOURTH AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS FOURTH
AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “
Amendment ”) is made and entered into effective as of
April 4, 2007 (the “ Effective Date ”), by
and between HORIZON OFFSHORE, INC., a Delaware corporation (“
Holdings ”), HORIZON OFFSHORE CONTRACTORS, INC., a
Delaware corporation (“ Contractors ”), HOC
OFFSHORE, S. DE R.L. DE C.V., a Mexican limited liability company
(“ HOC ”), HORIZON MARINE CONTRACTORS
(MALAYSIA) SDN BHD, a Malaysian private company (“
Malaysia ”), PT HORIZON OFFSHORE INDONESIA, an
Indonesia PMA (“ Indonesia ”), HORIZON MARINE
CONSTRUCTION (MAURITIUS) LTD., a Mauritius limited liability
company (“ Mauritius ”) and HORIZON MARINE
CONSTRUCTION LTD., a Cayman Islands limited liability company
(“ Construction ”) (Holdings, Contractors, HOC,
Malaysia, Indonesia, Mauritius, and Construction, individually and
collectively, “ Borrower ” or “
Borrowers ”), and PNC BANK, NATIONAL ASSOCIATION, as
Agent and a Lender (the “ Agent ”).
A. The
Borrowers, the Agent and the Lenders signatory thereto (the “
Lenders ”) are parties to that certain Revolving
Credit and Security Agreement dated as of April 28, 2006, as
amended by (i) that certain Amendment to Revolving Credit and
Security dated as of April 28, 2006, (ii) that certain
First Amendment to Revolving Credit and Security Agreement dated as
of August 10, 2006, (iii) that certain Second Amendment
to Revolving Credit and Security Agreement dated as of
August 16, 2006, and (iv) that certain Third Amendment to
Revolving Credit and Security Agreement dated as of
November 15, 2006 (as further amended, restated, modified
and/or supplemented from time to time, the “ Credit
Agreement ”); and
B. The
Borrowers, Agent and the Lenders desire to amend the Credit
Agreement and Agent and the Lenders are willing to do so subject to
the terms and conditions set forth herein.
NOW, THEREFORE, in
consideration of the premises herein contained and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound,
agree as follows:
1.01
Capitalized terms used in this Amendment are defined in the Credit
Agreement, as amended hereby, unless otherwise stated.
2.01
Amendment to Section 1.2 . Effective as of the date
hereof, Section 1.2 of the Credit Agreement is hereby
amended by amending and restating the definition of “Letter
of Credit Sublimit” contained therein in its entirety to
provide as follows:
“‘
Letter of Credit Sublimit ’ shall mean
$30,000,000.”
ARTICLE III
CONDITIONS PRECEDENT
3.01
Conditions to Effectiveness . The effectiveness of this
Amendment is subject to the satisfaction of the following
conditions precedent, unless specifically waived in writing by the
Agent:
(a) The Agent
shall have received this Amendment duly executed by each Borrower,
and a Consent, Ratification and Release duly executed by each
Guarantor, each in form and substance satisfactory to the Agent and
its legal counsel;
(b) The
representations and warranties contained herein and in the Credit
Agreement and the Other Documents shall be true and correct as of
the date hereof, as if made on the date hereof; and
(c) No Default or
Event of Default shall have occurred and be continuing.
4.01 No
Waiver . Nothing contained in this Amendment shall be
construed as a waiver by the Agent or any Lender of any covenant or
provision of the Credit Agreement, the Other Documents, this
Amendment, or of any other contract or instrument between any
Borrower and the Agent or any Lender, and the failure of the Agent
or any Lender at any time or times hereafter to require strict
performance by each Borrower of any provision thereof shall not
waive, affect or diminish any right of the Agent to thereafter
demand strict compliance therewith. The Agent and each Lender
hereby reserves all rights granted under the Credit Agreement, the
Other Documents, this Amendment and any other contract or
instrument between any of them.
ARTICLE V
RATIFICATIONS, REPRESENTATIONS AND
WARRANTIES
5.01
Ratifications . The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms
and provisions set forth in the Credit Agreement and the Other
Documents, and, except as expressly modified and superseded by this
Amendment, the terms and provisions of the Credit Agreement and the
Other Documents are ratified and confirmed and shall continue in
full force and effect. Each Borrower hereby agrees that all liens
and security interest securing payment of the Obligations under the
Credit Agreement are hereby
collectively
renewed, ratified and brought forward as security for the payment
and performance of the Obligations. Each Borrower, the Agent and
the Lenders agree that the Credit Agreement and the Other
Documents,
|
