exh10-1.htm


    
      
         


      

      
         


        
          
 

      

      
        EXHIBIT 10.1

      

    


    [Execution
Version]

     

    AMENDMENT
NO. 3 TO CREDIT AGREEMENT

     

    This Amendment No.
3 to Credit Agreement, dated as of February 19, 2010, (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 has
requested, and the Lenders and the Administrative Agent have agreed, on the
terms and conditions set forth herein, to make certain 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 inserting the following
definitions in appropriate alphabetical order:

     

    "Consolidated
Funded Senior Secured Indebtedness" means all Consolidated Funded
Indebtedness that is secured by a Lien on any property, other than Indebtedness
owing to the United States Department of Transportation in connection with the
Title XI financing of the Q4000.

     

    "Consolidated
Senior Secured Leverage Ratio" means, as of the last day of any period of
four consecutive fiscal quarters, the ratio of (a) Consolidated Funded Senior
Secured Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended.  For purposes of calculating the Consolidated Senior Secured
Leverage Ratio as of any date, Consolidated EBITDA shall be calculated on a pro
forma basis (as certified by the Borrower to the Administrative Agent and as
reasonably approved by the Administrative Agent) assuming that (without
duplication) all Acquisitions and other asset acquisitions, mergers and
consolidations made and (without duplication) all Dispositions and other asset
dispositions completed, and any Indebtedness incurred or repaid in connection
therewith, during the four consecutive fiscal quarters then most recently ended
have been made or incurred or repaid on the first day of such period (but
without any adjustment for projected cost savings or other
synergies.

     

    (b) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Applicable
Margin" in its entirety with the following:

     

    "Applicable
Margin" means, from time to time, the following percentages per annum,
based, in the case of Revolving Credit Loans and Letter of Credit Fees, upon the
Consolidated Leverage Ratio and status of the applicable Revolving Credit Lender
as an Extending Revolving Credit Lender or Non-Extending Revolving Credit
Lender, and, in the case of Term Loans, upon the Consolidated Leverage Ratio, as
set forth below:

     

    
      	
              Applicable
      Margin – Non-Extending Revolving Credit Lenders

            
	
              Pricing
      Level

               

            	
              Consolidated
      Leverage Ratio

               

            	
              Commitment
      Fee

               

            	
              Eurodollar
      Rate (Revolving Credit Loans) +

               

            	
              Letters
      of Credit

               

            	
              Base
      Rate (Revolving Credit Loans) +

               

            
	
              1

            	
              Less than
      0.75x

               

            	
              0.20%

            	
              1.00%

            	
              1.00%

            	
              0.00%

            
	
              2

            	
              Greater than
      or equal to 0.75x but less than 1.25x

               

            	
              0.25%

            	
              1.25%

            	
              1.25%

            	
              0.25%

            
	
              3

            	
              Greater than
      or equal to 1.25x but less than 1.75x

               

            	
              0.30%

            	
              1.50%

            	
              1.50%

            	
              0.50%

            
	
              4

            	
              Greater than
      or equal to 1.75x but less than 2.25x

               

            	
              0.375%

            	
              1.75%

            	
              1.75%

            	
              0.75%

            
	
              5

            	
              Greater than
      or equal to 2.25x but less than 2.75x

               

            	
              0.375%

            	
              2.00%

            	
              2.00%

            	
              1.00%

            
	
              6

            	
              Greater than
      or equal to 2.75x but less than 4.5x

               

            	
              0.50%

            	
              2.25%

            	
              2.25%

            	
              1.25%

            
	
              7

            	
              Greater than
      or equal to 4.5x

               

            	
              0.50%

            	
              2.75%

            	
              2.75%

            	
              1.75%

            


    

     

     

    
      	
              Applicable
      Margin – Extending Revolving Credit Lenders

            
	
              Pricing
      Level

               

            	
              Consolidated
      Leverage Ratio

               

            	
              Commitment
      Fee

               

            	
              Eurodollar
      Rate (Revolving Credit Loans) +

               

            	
              Letters
      of Credit

               

            	
              Base
      Rate (Revolving Credit Loans) +

               

            
	
              1

            	
              Less than
      1.50x

               

            	
              0.50%

            	
              3.00%

            	
              3.00%

            	
              2.00%

            
	
              2

            	
              Greater than
      or equal to 1.50x but less than 2.00x

               

            	
              0.50%

            	
              3.25%

            	
              3.25%

            	
              2.25%

            
	
              3

            	
              Greater than
      or equal to 2.00x but less than 2.50x

               

            	
              0.50%

            	
              3.50%

            	
              3.50%

            	
              2.50%

            
	
              4

            	
              Greater than
      or equal to 2.50x but less than 3.00x

               

            	
              0.50%

            	
              3.75%

            	
              3.75%

            	
              2.75%

            
	
              5

            	
              Greater than
      or equal to 3.00x but less than 4.5x

               

            	
              0.50%

            	
              4.00%

            	
              4.00%

            	
              3.00%

            
	
              6

            	
              Greater than
      or equal to 4.5x

               

            	
              0.50%

            	
              4.50%

            	
              4.50%

            	
              3.50%

            


    

     

    For the avoidance
of doubt, to the extent a Revolving Credit Lender has both an Extended Revolving
Credit Commitment and a Non-Extended Revolving Credit Commitment, the foregoing
Applicable Margins shall apply ratably to the Obligations owing to such Lender
in proportion to the percentage of the Extended Revolving Credit Commitment and
Non-Extended Revolving Credit Commitment, respectively, comprising such Lender's
Revolving Credit Commitment.

     

    
      	
              Applicable
      Margin

            
	
              Pricing
      Level

               

            	
              Consolidated
      Leverage Ratio

               

            	
              Eurodollar
      Rate – Term Loans

               

            	
              Base
      Rate – Term Loans

               

            
	
              1

            	
              Less than
      4.5x

               

            	
              2.25%

            	
              1.25%

            
	
              2

            	
              Greater than
      or equal to 4.5x

            	
              2.50%

            	
              1.50%

            
	 
    	 
    	 
    	 
    


    

     

     

    Initially, the
Applicable Margin for Revolving Credit Loans, Letter of Credit Fees and Term
Loans shall be determined based upon the Consolidated Leverage Ratio specified
in the Compliance Certificate delivered by the Borrower for the fiscal quarter
ending September 30, 2009.  Thereafter, any increase or decrease in
the Applicable Margin for Revolving Credit Loans, Letter of Credit Fees and Term
Loans resulting from a change in the Consolidated Leverage Ratio shall become
effective as of the first Business Day immediately following the date a
Compliance Certificate indicating such change is delivered pursuant to Section 6.02(a);
provided,
however,
that if a Compliance Certificate is not delivered when due in accordance with
such Section, then Pricing Level 7, in the case of Non-Extending Revolving
Credit Lenders, Pricing Level 6 in the case of Extending Revolving Credit
Lenders, and Pricing Level 2, in the case of Term Lenders, shall apply as of the
first Business Day after the date on which such Compliance Certificate was
required to have been delivered until such Compliance Certificate is delivered
to the Administrative Agent.

     

    (c) The Credit
Agreement is hereby amended by replacing Section
7.11(b) in its entirety with the following:

     

    (b)           Consolidated
Leverage Ratio.  Permit the Consolidated Leverage Ratio as of
the end of any fiscal quarter of the Borrower to be greater than the following
amounts for each of the following corresponding periods:

     

    
      	
              Period

               

            	
              Ratio

               

            
	
              For the
      fiscal quarter ending December 31, 2009

            	
              3.50 to
      1.00

            
	
              For the
      fiscal quarter ending March 31, 2010

            	
              5.00 to
      1.00

            
	
              For the
      fiscal quarter ending June 30, 2010

            	
              5.50 to
      1.00

            
	
              For the
      fiscal quarter ending September 30, 2010

            	
              5.00 to
      1.00

            
	
              For the
      fiscal quarter ending December 31, 2010

            	
              4.50 to
      1.00

            
	
              For the
      fiscal quarter ending March 31, 2011 and thereafter

            	
              4.00 to
      1.00

            


    

     

     

    (d) The Credit
Agreement is hereby amended by inserting the following Section 7.11(d)
in appropriate alphabetical order:

     

    (d)           Consolidated
Senior Secured Leverage Ratio.  Permit the Consolidated Senior
Secured Leverage Ratio as of the end of any fiscal quarter of the Borrower to be
greater than the following amounts for each of the following corresponding
periods:

     

    
      	
              Period

               

            	
              Ratio

               

            
	
              For the
      fiscal quarters ending March 31, 2010 and June 30,
    2010

            	
              2.50 to
      1.00

            
	
              For the
      fiscal quarter ending September 30, 2010

            	
              2.25 to
      1.00

            
	
              For the
      fiscal quarter ending December 31, 2010 and thereafter

            	
              2.00 to
      1.00

            


    

     

    (e) The Credit
Agreement is hereby amended by replacing Exhibit
D in its entirety with Exhibit
D attached hereto.

     

    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; (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 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.  The Borrower acknowledges and agrees that this Amendment
shall in no manner impair or affect the validity or enforceability of the Credit
Agreement.  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, upon the satisfaction on or prior to February 26,
2010, of the following conditions:

     

    (a) the Administrative
Agent (or its counsel) shall have received (i) 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;

     

    (b) the Administrative
Agent (or its counsel) shall have received each of the items listed on the
Closing Documents List attached hereto as Exhibit
A, each in form and substance reasonably acceptable to the Administrative
Agent and, where applicable, duly executed and delivered by a duly authorized
officer of each applicable Loan Party; and

     

    (c) the Administrative
Agent shall have received, or shall concurrently receive (i) for the account of
each applicable Lender, an amendment fee as mutually agreed between the Borrower
and such Lenders, and (ii) for the account of the applicable Person, payment of
all other fees payable in connection with this Amendment.

     

    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 and by
telecopier.

     

    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]

     

     

    
      
        
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    EXECUTED
as of the first date above written.

     

    
      	
               
      

            	
              HELIX
      ENERGY SOLUTIONS GROUP, INC.

            


    

     

    By:                                                                      

    Name:                                                                      

    Title:                                                                      

     

    
      	
               
      

            	
              CANYON
      OFFSHORE, INC., a Texas
  corporation

            


    

    
      	
               
      

            	
              CANYON
      OFFSHORE INTERNATIONAL CORP., a Texas
      corporation

            


    

    
      	
               
      

            	
              ENERGY
      RESOURCE TECHNOLOGY GOM, INC., a Delaware
      corporation

            


    

    
      	
               
      

            	
              HELIX
      INGLESIDE LLC, a Delaware limited liability
      company

            


    

    
      	
               
      

            	
              HELIX
      OFFSHORE INTERNATIONAL, INC., a Texas
      corporation

            


    

    
      	
               
      

            	
              HELIX
      SUBSEA CONSTRUCTION, INC., a Delaware
      corporation

            


    

    
      	
               
      

            	
              HELIX
      VESSEL HOLDINGS LLC, a Delaware limited liability
      company

            


    

    
      	
               
      

            	
              NEPTUNE
      VESSEL HOLDINGS LLC, a Delaware limited liability
      company

            


    

    
      	
               
      

            	
              VULCAN
      MARINE HOLDINGS LLC, a Delaware limited liability
      company

            


    

    
      	
               
      

            	
              VULCAN
      MARINE TECHNOLOGY LLC, a Delaware limited liability
      company

            


    

    
      	
               
      

            	
              HELIX
      WELL OPS INC., a Texas
corporation

            


    

     

    By:                                                                      

    Name:                                                                      

    Title:                                                                      


    
      
        
          Signature Page to
Amendment No. 3 to Credit Agreement

        

         


      

      
         


        
          
 

      

      
         


      

    


    BANK
OF AMERICA, N.A., as Administrative Agent

     

    By:                                                                      

    Name:                                                                      

    Title:                                                                      

     


    
      
        
          Signature Page to
Amendment No. 3 to Credit Agreement

        

         


      

      
         


        
          
 

      

      
         


      

    


    BANK
OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line
Lender

     

    By:                                                                      

    Name:                                                                      

    Title:                                                                      


    
      
        
          Signature Page to
Amendment No. 3 to Credit Agreement

        

         


      

      
         


        
          
 

      

      
         


      

    


    [other signature
pages provided separately]

     


    
      
        
          Signature Page to
Amendment No. 3 to Credit Agreement