AMENDMENT NO. 5 TO CREDIT AGREEMENT
EXHIBIT 4.1
AMENDMENT NO. 5 TO CREDIT AGREEMENT
This Amendment No. 5 to Credit Agreement, dated as of November 11, 2011, (this "Amendment"), is entered into by HELIX ENERGY SOLUTIONS GROUP, INC., a Minnesota corporation (the "Borrower"), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swing Line Lender and L/C Issuer.
INTRODUCTION
Reference is made to the Credit Agreement dated as of July 3, 2006 (as modified from time to time, the "Credit Agreement"), among the Borrower, the lenders from time to time party thereto (collectively, the "Lenders" and individually, a "Lender"), and the Administrative Agent.
The Borrower is seeking the flexibility to negotiate, either directly or indirectly, with certain holders of Convertible Senior Notes to extend the initial repurchase date with respect to certain of the Convertible Senior Notes and to make certain other modifications in connection with such extension, and in connection therewith, the Borrower has requested, and the Lenders and the Administrative Agent have agreed, on the terms and conditions set forth herein, to make certain technical amendments to the Credit Agreement.
THEREFORE, in connection with the foregoing and for other good and valuable consideration, the Borrower, the Lenders, and the Administrative Agent hereby agree as follows:
Section 1. Definitions; References. Unless otherwise defined in this Amendment, each term used in this Amendment that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
Section 2. Amendment of Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of "Convertible Notes Indenture" in its entirety with the following:
"Convertible Notes Indenture" means (a) the indenture dated as of March 30, 2005, between the Borrower and JPMorgan Chase Bank, National Association, as Trustee (the "Initial Indenture"), and (b) any other indenture constituting a refinancing, in whole or in part, of Indebtedness under the Initial Indenture in accordance with the terms of this Agreement, including any refinancing of any such refinancing Indebtedness.
(b) Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of "Convertible Senior Notes" in its entirety with the following:
"Convertible Senior Notes" means (a) 3.25% Convertible Senior Notes due 2025 of the Borrower issued pursuant to the indenture dated as of March 30, 2005, between the Borrower and JPMorgan Chase Bank, National Association, as Trustee, and (b) any other convertible senior notes issued pursuant to a Convertible Notes Indenture.
Section 3. Representations and Warranties. The Borrower represents and warrants that (a) the execution, delivery, and performance of this Amendment by each Loan Party are within the corporate or equivalent power and authority of such Loan Party and have been duly authorized by all necessary corporate or other organizational action, (b) this Amendment, and the Credit Agreement as amended hereby, constitute legal, valid, and binding obligations of each Loan Party, enforceable against each Loan Party in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws of general applicability affecting the enforcement of creditors' rights and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); (c) the representations and warranties of the Borrower and each other Loan Party contained in each Loan Document are true and correct in all material respects as of the date of this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except that for purposes of this Section 3(c), the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements, Reserve Report, or Interim Engineer's Certificate, as applicable, furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement or clause (f) of Section 6.02 of the Credit Agreement, as applicable; (d) no Default or Event of Default exists under the Loan Documents; and (e) the Liens under the Security Documents are valid and subsisting.
Section 4. Effect on Credit Documents. Except as heretofore amended and in effect and amended herein, the Credit Agreement and all other Loan Documents remain in full force and effect as originally executed. Nothing herein shall act as a waiver of any of the Administrative Agent's or any Lender's rights under the Loan Documents as amended, including the waiver of any default or event of default, however denominated. Each party hereto acknowledges and agrees that this Amendment shall in no manner impair or affect the validity or enforceability of the Credit Agreement, as amended hereby. This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment may be a default or event of default under the other Loan Documents.
Section 5. Effectiveness. This Amendment shall become effective, and the Credit Agreement shall be amended as provided for herein as of the date first set forth above, when the Administrative Agent (or its counsel) shall have received counterparts hereof duly executed and delivered by a duly authorized officer of the Borrower, each Guarantor, and by the Lenders whose consent is required to effect the amendments contemplated hereby.
Section 6. Reaffirmation of Guaranty. By its signature hereto, each Guarantor represents and warrants that such Guarantor has no defense to the enforcement of the Guaranty, and that according to its terms the Guaranty will continue in full force and effect to guaranty the Borrower's obligations under the Credit Agreement and the other amounts described in the Guaranty following the execution of this Amendment.
Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 8. Miscellaneous. The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Amendment. This Amendment may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered electronically, including by telecopier and portable digital format (.PDF).
Section 9. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES.
[signature page follows]
EXECUTED as of the first date above written.
|
|
BORROWER
|
|
|
HELIX ENERGY SOLUTIONS GROUP, INC.
|
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Senior Vice President – Finance and Chief Accounting Officer
|
|
GUARANTORS
|
|
|
CAESAR HOLDING CO LLC, a Delaware limited liability company
|
|
|
NEPTUNE VESSEL HOLDINGS LLC, a Delaware limited liability company
|
|
|
VULCAN MARINE TECHNOLOGY LLC, a Delaware limited liability company
|
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Assistant Treasurer
|
|
CANYON OFFSHORE, INC., a Texas corporation
|
|
|
CANYON OFFSHORE INTERNATIONAL CORP., a Texas corporation
|
|
|
HELIX OFFSHORE INTERNATIONAL, INC., a Texas corporation
|
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chief Accounting Officer and Controller
Signature Page to Amendment No. 5 to Credit Agreement
|
|
ENERGY RESOURCE TECHNOLOGY GOM, INC., a Delaware corporation
|
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President, Chief Accounting Officer and Controller
|
|
HELIX INGLESIDE LLC, a Delaware limited liability company
|
By: /s/ Xxxxx X. Xxxxxx
|
|
Xxxxx X. Xxxxxx
|
|
|
Assistant Treasurer
|
|
|
HELIX SUBSEA CONSTRUCTION, INC., a Delaware corporation
|
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President – Finance and Chief Accounting Officer
|
|
HELIX VESSEL HOLDINGS LLC, a Delaware limited liability company
|
By: /s/ Xxxxx X. Xxxxxx
|
|
Xxxxx X. Xxxxxx
|
|
|
Assistant Treasurer
|
|
|
HELIX WELL OPS INC., a Texas corporation
|
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and Controller
Signature Page to Amendment No. 5 to Credit Agreement
|
|
BANK OF AMERICA, N.A., as Administrative Agent
|
By: /s/ XxXxxxx X. Xxxxx
Name: XxXxxxx X. Xxxxx
Title: Agency Management Officer
Signature Page to Amendment No. 5 to Credit Agreement
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: SVP
Signature Page to Amendment No. 5 to Credit Agreement
|
|
XXXXX FARGO BANK, N.A.
|
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
Signature Page to Amendment No. 5 to Credit Agreement
|
|
AMEGY BANK NATIONAL ASSOCIATION.
|
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: SVP
Signature Page to Amendment No. 5 to Credit Agreement
|
|
NATIXIS
|
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxxxx, III
Name: Xxxxx X. Xxxxxxx, III
Title: Managing Director
Signature Page to Amendment No. 5 to Credit Agreement
|
|
CAPITAL ONE, N.A.
|
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: SVP
Signature Page to Amendment No. 5 to Credit Agreement
|
|
ING CAPITAL LLC
|
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
Signature Page to Amendment No. 5 to Credit Agreement
|
|
CREDIT SUISSE AG, CAYMEN ISLANDS BRANCH
|
By: /s/ Xxxxxxx Xxxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Associate
Signature Page to Amendment No. 5 to Credit Agreement
|
|
WHITNEY BANK
|
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
Signature Page to Amendment No. 5 to Credit Agreement
|
|
RB INTERNATIONAL FINANCE (USA) LLC
|
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: First Vice President
Signature Page to Amendment No. 5 to Credit Agreement
|
|
COMERICA BANK
|
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Signature Page to Amendment No. 5 to Credit Agreement
|
|
Nordea Bank Finland Plc/London Branch
|
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Head of Offshore & Oil Services / London
By: /s/ Xxxxxx Xxxxx-Xxxxxxxxx
Name: Xxxxxx Xxxxx-Xxxxxxxxx
Title: Relationship Manager
Signature Page to Amendment No. 5 to Credit Agreement
|
|
IBERIABANK
|
By: /s/ Xxxxxxxxxxx Xxxxxxxxx
Name: Xxxxxxxxxxx Xxxxxxxxx
Title: Senior Vice President
Signature Page to Amendment No. 5 to Credit Agreement
|
|
XXXXXXX XXXXX BANK, FSB
|
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Signature Page to Amendment No. 5 to Credit Agreement
|
|
COMPASS BANK
|
By:
Name:
Title:
Signature Page to Amendment No. 5 to Credit Agreement
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS
|
By:
Name:
Title:
By:
Name:
Title:
Signature Page to Amendment No. 5 to Credit Agreement
Signature Page to Amendment No. 5 to Credit Agreement
