exv10w1



 





Exhibit 10.1




FOURTH AMENDMENT TO LOAN AGREEMENT




     This Fourth Amendment to Loan Agreement
(“Amendment”) is made this 29th day of December, 2006
between HORIZON VESSELS INTERNATIONAL, LTD. (“Borrower”) and GENERAL ELECTRIC CREDIT CORPORATION OF
TENNESSEE as and its successors and assigns (“Lender”);



     WHEREAS, Borrower and Boeing Capital Corporation (“Boeing”) entered into that certain Loan
Agreement dated June 30, 2003, as amended from time to time and as assigned to Lender
(collectively, the “Loan Agreement”);



     WHEREAS, pursuant to the Loan Agreement, Boeing made advances to Borrower in the amount of
Thirty-Five Million and 00/100 United States Dollars ($35,000,000.00) as evidenced by that certain
Secured Promissory Note (the “Note”) dated June 30, 2003 in the original principal amount of
Thirty-Five Million and 00/100 United States Dollars ($35,000,000.00);



     WHEREAS, the Borrower and Lender desire to enter this Amendment for the purpose of amending
and restating the terms of the Note and for such other purposes as set forth herein;



     WHEREAS, the Borrower receives an advantage and material benefit from the amendment and
restatement of the Note;



     WHEREAS, the Lender is willing to amend, restate, renew and extend the Note, on condition
that, among other things, the Borrower and Lender execute and deliver this Amendment;



     WHEREAS, the Borrower has executed and delivered to Lender that certain Amended and Restated
Promissory Note dated on or near the date hereof in the original principal amount of Twenty-Five
Million and 00/100 Dollars ($25,000,000.00) (the “Amended Note”), pursuant to which the Borrower
and Lender have amended, restated, renewed and extended the Note, which Amended Note evidences
Borrower’s obligation to repay the current outstanding principal amount of the Loan (as defined in
the Agreement).



     NOW, THEREFORE, the parties hereto do hereby amend the Loan Agreement on the terms and
conditions hereof and do hereby agree as follows:




	 	1.	 	Borrower hereby ratifies and reaffirms its grant to Lender and hereby
grants Lender a security interest in all of Borrower’s right, title and interest
in the “Vessel,” as that term is defined in the Loan Agreement to secure the
payment and performance of all debts, obligations and liabilities of any kind
whatsoever of Borrower to Lender, now existing or arising in the future, including
but not limited to the payment and performance of all obligations of Borrower to
Lender under or pursuant to that certain Amended and Restated Promissory Note
dated on or near the date hereof in the original principal amount of Twenty-Five
Million and 00/100 Dollars ($25,000,000.00), the form of which is attached as
Exhibit “A” hereto, as the same may be amended, supplemented, renewed, extended or




 









 






	 	 	 	otherwise modified from time to time, and any renewals, extensions and modifications of such debts, obligations and
liabilities. Under no circumstances shall the Amended Note be considered a
novation of the Note but is simply a modification of the payment terms of the Note.
	 
	 	2.	 	The definition of the term “Note” is hereby amended to mean that
certain Amended and Restated Promissory Note dated on or near the date hereof in
the original principal amount of Twenty-Five Million and 00/100 Dollars
($25,000,000.00), as the same may be amended, supplemented, renewed, extended or
otherwise modified from time to time. The definition of the term “Mortgage” is
hereby amended to mean that certain First Preferred Mortgage, dated June 30, 2003
executed by Borrower in favor of Boeing Capital Corporation, covering the whole of
the Vanuatu-flagged vessel SEA HORIZON, Official Number 1340, as amended by that
certain Amendment No. 1 to First Preferred Mortgage, dated May 28, 2004 and as
amended by Amendment No. 2 to First Preferred Mortgage, dated on or near the date
hereof, between Borrower and Lender. All references in the Loan Agreement to the
“Loan Agreement” or this “Loan Agreement” shall be deemed to mean the Agreement,
as amended by this Amendment, and as the same may be further amended, modified or
restated from time to time.
	 
	 	3.	 	Borrower has adequate power and capacity to enter into, and to
perform its obligations under this Amendment and the Amendment No. 2 to First
Preferred Mortgage.
	 
	 	4.	 	Borrower hereby ratifies and affirms that the representations and
warranties made in Article 3 of the Loan Agreement are true as of the date hereof.
	 
	 	5.	 	In addition to the Events of Default set forth in Article 4 of the
Agreement, each of the following events shall constitute an “Event of Default”
under the Agreement:






	 	a.	 	Any statement, representation or warranty made by
Borrower in this Amendment or in any document, certificate or financial
statement executed or delivered with or in connection with this Amendment
proves at any time to have been untrue or misleading in any material
respect as of the time when made.






	 	6.	 	Except as stated in this Amendment, the Loan Agreement and the
provisions contained therein are ratified and adopted and remain unchanged and in
full force. To the extent the provisions of the Amended Note are inconsistent with
the provisions of the Loan Agreement, as Amended by this Amendment, the provisions
of the Amended Note shall control.
	 
	 	7.	 	This Amendment may be executed in counterparts, each of which when so
executed shall be deemed an original and all of which when taken together shall
constitute one and the same instrument effective between the parties as of the
date first above written.




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     IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment as of the date and year
first above written.



	 	 	 	 	 
	 	BORROWER:





HORIZON VESSELS INTERNATIONAL, LTD.

 	 
	 	By:  	 /s/
Ronald Mogel	 
	 	 	Name:  	 Ronald Mogel	 
	 	 	Title:  	 VP & Treasurer	 
	 
	 	ACKNOWLEDGED BY:



HORIZON OFFSHORE, INC.,

Guarantor

 	 
	 	By:  	 /s/
Ronald Mogel	 
	 	 	Name:  	 Ronald Mogel	 
	 	 	Title:  
Date: 	 VP, Treasurer & CFO
 December
29, 2006	 
	 
	 	HORIZON VESSELS, INC.,

Guarantor

 	 
	 	By:  	 /s/
Ronald Mogel	 
	 	 	Name:  	 Ronald Mogel	 
	 	 	Title:  

Date: 	 VP & Treasurer
 December 29,
2006	 
	 
	 	SECURED PARTY:





GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





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