exv10w12



 





Exhibit 10.12




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     This Amendment No. 1 to Credit Agreement, dated as of December 15, 2006, (this
“Amendment”), is entered into by CDI VESSEL HOLDINGS LLC, a Delaware limited liability
company (the “Borrower”), CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the
“Parent”), each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”), 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 November 20, 2006 (as modified from time
to time, the “Credit Agreement”), among the Borrower, the Parent, the Lenders, and the
Administrative Agent.



     The Borrower intends to make certain modifications to the timing and the respective amounts
(but not the aggregate amount) of the dividends permitted to be made to Helix in connection with
the Restructuring and the IPO. In connection with the foregoing, the Borrower has requested, and
the Lenders and the Administrative Agent have agreed, 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 6.03 of the Credit Agreement is hereby amended by replacing the last sentence of
such Section in its entirety with the following:




     The notice of the IPO pursuant to Section 6.03(f) shall be accompanied
by a certificate signed by a Responsible Officer of the Parent certifying a
calculation of the pro forma Consolidated Leverage Ratio as of the last day of the
fiscal quarter of the Parent most recently ended prior to the date of the IPO for
which financial information is provided in the Form S-1 (as amended) as previously
filed with the SEC in connection with the IPO, giving pro forma effect to
Transaction (including the Borrowing to be made shortly after the date of the IPO in
connection with the IPO Borrowing Dividend).



     (b) Section 7.06(a) of the Credit Agreement is hereby amended by replacing clause (i) of such
Section in its entirety with the following:



 









 






     (i) the Borrower may declare and make (A) a one-time Restricted Payment to
Helix from and with the proceeds of its initial Revolving Credit Loans, in an amount
not to exceed $100,000,000 (the “Restructuring Dividend”) and (B) a one-time
Restricted Payment to CDI Prometheus Holdings, Inc. from and with the proceeds of
Revolving Credit Loans made shortly after the date of the IPO, in an amount that,
together with the amount of the Restructuring Dividend, does not exceed $200,000,000
(such dividend, the “IPO Borrowing Dividend”) provided that there
shall be no less than $25,000,000 of availability under the Revolving Credit
Facility and/or unrestricted cash on-hand of the Borrower and its Subsidiaries as of
the date of such Restricted Payment (and for purposes of this clause (B), cash
on-hand will not be deemed “restricted” solely by reason of any Lien thereon or on
any deposit account in which it is maintained, or other restriction with respect
thereto, which, in either case, is in favor of the Administrative Agent or any
Lender), after giving effect to the making of such Restricted Payment and all
Borrowings made and Letters of Credit issued (or deemed issued) under the Revolving
Credit Facility on such date



     (c) The Credit Agreement is hereby amended by replacing Schedule 5.13 thereof with the
Schedule 5.13 attached hereto to reflect the name change of CDI Janus Holdings, Inc. to CDI
Janus Holdings LLC.



     Section 3. Representations and Warranties. The Borrower and the Parent each
represents and warrants that (a) the execution, delivery, and performance of this Amendment by each
Loan Party are within the corporate power and authority of such Loan Party and have been duly
authorized by all necessary corporate or other organizational action, (b) this Amendment
constitutes a legal, valid, and binding obligations of each Loan Party, enforceable against each
Loan Party in accordance with its 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 (d) no
Default or Event of Default exists under the Loan Documents.



     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.



-2-









 





     Section 5. Effectiveness. This Amendment shall become effective as of the date hereof
and the Credit Agreement shall be amended as provided for herein when the Administrative Agent (or
its counsel) shall have received counterparts hereof duly executed and delivered by a duly
authorized officer of each of the Loan Parties and by the Lenders whose consent is required to
effect the amendments contemplated hereby.



     Section 6. Reaffirmation of Guaranty. By its signature hereto, Helix represents and
warrants that it 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. 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 pages follow]






-3-









 







EXECUTED as of the first date above written.




	 	 	 	 	 
	 	CDI VESSEL HOLDINGS LLC

 	 
	 	By:  	
/s/ G. Kregg Lunsford
 	 
	 	 	G. Kregg Lunsford 	 
	 	 	Vice President and Treasurer 	 
	 
	 	CAL DIVE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ G. Kregg Lunsford
 	 
	 	 	G. Kregg Lunsford 	 
	 	 	Senior Vice President, Chief Financial

Officer and Treasurer 	 
	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC.

 	 
	 	By:  	/s/ A. Wade Pursell
 	 
	 	 	A. Wade Pursell 	 
	 	 	Senior Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement




 









 








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

 	 
	 	By:  	/s/ David A. Johanson
 	 
	 	 	David A. Johanson 	 
	 	 	Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








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

 	 
	 	By:  	/s/ David A. Batson
 	 
	 	 	David A. Batson 	 
	 	 	Senior Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Kenneth J. Fatur
 	 
	 	 	Kenneth J. Fatur 	 
	 	 	Senior Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Paul W. Cole
 	 
	 	 	Paul W. Cole 	 
	 	 	Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








SCHEDULE 5.13




SUBSIDIARIES AND OTHER EQUITY INVESTMENTS




(a) Subsidiaries.



As of the date of the Credit Agreement: None.



As of the date of the Restructuring, the Parent will own:





	1.	 	100% of the limited liability company interests of CDI Janus Holdings LLC (Delaware), which
will hold 100% of the shares or limited liability company interests, as the case may be, in
the following:






	 	a.	 	Cal Dive HR Services LLC (Delaware)
	 
	 	b.	 	Cal Dive International Pte Limited (Singapore), which holds 100% of the shares
of:






     Cal Dive International (Australia) Pty Limited (Australia)




	 	c.	 	CDI Proteus LLC (Delaware)
	 
	 	d.	 	CDI Umbra LLC (Delaware)
	 
	 	e.	 	Marine Technology Solutions St. Lucia Limited-IBC (St. Lucia)






	2.	 	100% of the shares of CDI Prometheus Holdings, Inc. (Delaware), which will hold 100% of the
limited liability company interests of the Borrower.





(b) Other Equity Investments.



As of the date of the Credit Agreement: None



As of the date of the Restructuring, the Parent will own (indirectly through Marine Technology
Solutions St. Lucia Limited-IBC (St. Lucia); 40% of the shares of Offshore Technology Solutions
Limited (Trinidad and Tobago).




Schedule 5.13 to Amendment No. 1 to Credit Agreement