0000950129-04-008583 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec

This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “First Amendment”), dated as of the 4th day of November, 2004, is made by and among HORIZON VESSELS, INC., HORIZON OFFSHORE, INC. and HORIZON OFFSHORE CONTRACTORS, INC. (collectively, “Borrower”), and SOUTHTRUST BANK (“Lender”).

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AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec

This AMENDMENT NO. 4 TO CREDIT AGREEMENT (“Amendment No. 4”), dated as of November 4, 2004, to the Credit Agreement dated as of May 10, 2001, as amended (the “Credit Agreement”), is made by and among HORIZON VESSELS, INC. (“Borrower”), HORIZON OFFSHORE CONTRACTORS, INC. (“HOC”) and HORIZON OFFSHORE, INC. (“Parent”, and together with HOC, the “Guarantors”), and THE CIT GROUP/EQUIPMENT FINANCING, INC. (“Lender”).

AMENDMENT NO. 10 TO LOAN AGREEMENT
Loan Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec

This AMENDMENT NO. 10 TO LOAN AGREEMENT (“Amendment No. 10”), dated as of November 4, 2004, to the Loan Agreement dated as of December 30, 1998, as amended (the “Loan Agreement”), is made by and among HORIZON VESSELS, INC. and HORIZON OFFSHORE CONTRACTORS, INC. (together, the “Borrowers”), HORIZON OFFSHORE, INC. (the “Parent Guarantor”), THE CIT GROUP/EQUIPMENT FINANCING, INC. (“CIT”), HELLER FINANCIAL LEASING, INC., U.S. BANCORP EQUIPMENT FINANCE, INC., SAFECO CREDIT COMPANY, INC., TRANSAMERICA EQUIPMENT FINANCIAL SERVICE CORPORATION, PHOENIXCOR, INC. and LASALLE NATIONAL LEASING CORPORATION (collectively, the “Lenders”), and CIT as agent for the Lenders (the “Agent”).

AMENDMENT NO.1 TO MAY PURCHASE AGREEMENT
Purchase Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec

THIS AMENDMENT NO.1 to May Purchase Agreement (this “Amendment”), dated as of November 4, 2004, to the Purchase Agreement, dated as of May 27, 2004 (the “Purchase Agreement”), is made and entered into by and among HORIZON OFFSHORE, INC., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereof (the “Guarantors” together with the Issuer, the “Obligors”) and the Noteholders listed on the signature pages hereof (“New Additional Noteholders”).

SEVENTH AMENDMENT TO EXIM GUARANTEED LOAN AGREEMENT
Exim Guaranteed Loan Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec
PURCHASE AGREEMENT Series A Redeemable Participating Preferred Stock
Purchase Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 200 by and among HORIZON OFFSHORE, INC., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereof (collectively, the “Purchasers”).

AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN HORIZON OFFSHORE, INC. AND J. LOUIS FRANK
Employment and Non-Competition Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec

This Amendment No. 2 to Employment and Non-Competition Agreement between Horizon Offshore, Inc. (the “Company”) and J. Louis Frank (the “Employee”) dated May 31, 2002, as amended on September 3, 2004 (the “Amendment No. 2”), is dated as of November 4, 2004.

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec

This SECOND AMENDMENT TO LOAN AGREEMENT (the “Second Amendment”), dated as of the 29th day of October, 2004, is made by and between HORIZON VESSELS INTERNATIONAL, LTD. (“Borrower”), and GENERAL ELECTRIC CAPITAL CORPORATION OF TENNESSEE (“Lender”).

EIGHTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec
October 29, 2004
Investment Agreement • November 5th, 2004 • Horizon Offshore Inc • Oil & gas field services, nec • New York

Horizon Offshore, Inc. (the “Company”) and the other signatories hereto (collectively, the “Investors”), in consideration of the mutual agreements and covenants of the parties hereto, hereby agree as follows:

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