REGISTRATION RIGHTS AGREEMENT by and among HELIX ENERGY SOLUTIONS GROUP, INC., THE GUARANTORS and Banc of America Securities LLC as representative of the Initial Purchasers Dated as of December 21, 2007Registration Rights Agreement • December 21st, 2007 • Helix Energy Solutions Group Inc • Oil & gas field services, nec • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of December 18, 2007 (the “Purchase Agreement”), by and among the Company, the Guarantors and Banc of America Securities LLC, as representative of the Initial Purchasers, (i) for the benefit of each Initial Purchaser and (ii) for the benefit of the holders from time to time of the Securities (as defined below) (including you and each other Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.
550,000,000 AGGREGATE PRINCIPAL AMOUNT HELIX ENERGY SOLUTIONS GROUP, INC. THE GUARANTORS 9.5% SENIOR NOTES DUE 2016 Purchase Agreement dated December 18, 2007Helix Energy Solutions Group Inc • December 21st, 2007 • Oil & gas field services, nec • New York
BANC OF AMERICA SECURITIES LLC As Representative of the several Initial Purchasers c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019
HELIX ENERGY SOLUTIONS GROUP, INC., as Issuer, the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 21, 2007 9.5% Senior Notes due 2016Indenture • December 21st, 2007 • Helix Energy Solutions Group Inc • Oil & gas field services, nec • New York
INDENTURE (this “Indenture”), dated as of December 21, 2007, among Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), the Initial Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 21st, 2007 • Helix Energy Solutions Group Inc • Oil & gas field services, nec • New York
This Amendment No. 1 to Credit Agreement, dated as of November 29, 2007, (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.
