exh4-1.htm






  





  











  








EXHIBIT 4.1


 


AMENDMENT NO. 5 TO CREDIT AGREEMENT


 


This Amendment No. 5 to Credit Agreement, dated as of November 11, 2011, (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 is seeking the flexibility to negotiate, either directly or indirectly, with certain holders of Convertible Senior Notes to extend the initial repurchase date with respect to certain of the Convertible Senior Notes and to make certain other modifications in connection with such extension, and in connection therewith, the Borrower has requested, and the Lenders and the Administrative Agent have agreed, on the terms and conditions set forth herein, to make certain technical 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 replacing the definition of "Convertible Notes Indenture" in its entirety with the following:


 


"Convertible Notes Indenture" means (a) the indenture dated as of March 30, 2005, between the Borrower and JPMorgan Chase Bank, National Association, as Trustee (the "Initial Indenture"), and (b) any other indenture constituting a refinancing, in whole or in part, of Indebtedness under the Initial Indenture in accordance with the terms of this Agreement, including any refinancing of any such refinancing Indebtedness.


 


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


 


"Convertible Senior Notes" means (a) 3.25% Convertible Senior Notes due 2025 of the Borrower issued pursuant to the indenture dated as of March 30, 2005, between the Borrower and JPMorgan Chase Bank, National Association, as Trustee, and (b) any other convertible senior notes issued pursuant to a Convertible Notes Indenture.


 




  





  











  






 


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 and except that for purposes of this Section 3(c), the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements, Reserve Report, or Interim Engineer's Certificate, as applicable, furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement or clause (f) of Section 6.02 of the Credit Agreement, as applicable; (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 heretofore amended and in effect and 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.  Each party hereto acknowledges and agrees that this Amendment shall in no manner impair or affect the validity or enforceability of the Credit Agreement, as amended hereby.  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 as of the date first set forth above, when the Administrative Agent (or its counsel) shall have received 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.


 


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, including by telecopier and portable digital format (.PDF).


 


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]


 




  





  











  








EXECUTED as of the first date above written.


 



	
  

	
BORROWER







 



	
  

	
HELIX ENERGY SOLUTIONS GROUP, INC.







 


By:   /s/ Lloyd A. Hajdik                                                                   


Lloyd A. Hajdik


Senior Vice President – Finance and Chief Accounting Officer


 



	
  

	
GUARANTORS







 



	
  

	
CAESAR HOLDING CO LLC, a Delaware limited liability company








	
  

	
NEPTUNE VESSEL HOLDINGS LLC, a Delaware limited liability company








	
  

	
VULCAN MARINE TECHNOLOGY LLC, a Delaware limited liability company







 


By: /s/ Lloyd A. Hajdik                                                                     


Lloyd A. Hajdik


Assistant Treasurer


 



	
  

	
CANYON OFFSHORE, INC., a Texas corporation








	
  

	
CANYON OFFSHORE INTERNATIONAL CORP., a Texas corporation








	
  

	
HELIX OFFSHORE INTERNATIONAL, INC., a Texas corporation







 


By:  /s/ Lloyd A. Hajdik                                                                  


Lloyd A. Hajdik


Chief Accounting Officer and Controller


 







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  









	
  

	
ENERGY RESOURCE TECHNOLOGY GOM, INC., a Delaware corporation







 


By:      /s/ Lloyd A. Hajdik                                                                


Lloyd A. Hajdik


Vice President, Chief Accounting Officer and Controller


 



	
  

	
HELIX INGLESIDE LLC, a Delaware limited liability company







 


By:   /s/ Lloyd A. Hajdik                                                                 



	
  

	
Lloyd A. Hajdik








	
  

	
Assistant Treasurer







 



	
  

	
HELIX SUBSEA CONSTRUCTION, INC., a Delaware corporation







 


By:   /s/ Lloyd A. Hajdik                                                                   


Lloyd A. Hajdik


Vice President – Finance and Chief Accounting Officer


 



	
  

	
HELIX VESSEL HOLDINGS LLC, a Delaware limited liability company







 


By:    /s/ Lloyd A. Hajdik                                                                 



	
  

	
Lloyd A. Hajdik








	
  

	
Assistant Treasurer







 


 



	
  

	
HELIX WELL OPS INC., a Texas corporation







 


By:  /s/ Lloyd A. Hajdik                                                                    


Lloyd A. Hajdik


Vice President and Controller


 







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  









	
  

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







 


By:     /s/ DeWayne D. Rosse                                                                 


Name:     DeWayne D. Rosse                                                                 


Title:      Agency Management Officer                                                                


 







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  








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


 


By:       /s/ David A. Batson                                                               


Name:      David A. Batson                                                               


Title:      SVP                                                                   







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  









	
  

	
WELLS FARGO BANK, N.A. 







 


By:     /s/ Robert Corder


Name:     Rober Corder                                                                 


Title:        Director







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  











	
  

	
AMEGY BANK NATIONAL ASSOCIATION. 







 


By:     /s/ Scott Collins


Name:    Scott Collins                                                                 


Title:        SVP







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  









	
  

	
NATIXIS 







 


By:     /s/ Carlos Quinteros 


Name:     Carlos Quinteros                                                                 


Title:       Managing Director


 


 


 


By:     /s/ Louis P. Laville, III 


Name:    Louis P. Laville, III                                                                 


Title:       Managing Director







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  











	
  

	
CAPITAL ONE, N.A.  







 


By:     /s/ Don Backer


Name:    Don Backer                                                                


Title:        SVP











Signature Page to Amendment No. 5 to Credit Agreement




  





  











  











	
 

	
ING CAPITAL LLC  







 


By:     /s/ Subha Pasumarti


Name:    Subha Pasumarti                                                                 


Title:        Director


 




 





Signature Page to Amendment No. 5 to Credit Agreement




  





  











  









	
  

	
CREDIT SUISSE AG, CAYMEN ISLANDS BRANCH 







 


By:     /s/ Mikhail Faybusovich 


Name:     Mikhail Faybusovich                                                                 


Title:          Director


 


 


 


By:     /s/ Vipul Dhadda


Name:    Vipul Dhadda                                                                 


Title:       Associate







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  









	
 

	
WHITNEY BANK







 


By:     /s/ Harry G. Stahel


Name:    Harry G. Stahel                                                                 


Title:       Senior Vice President


 




 





Signature Page to Amendment No. 5 to Credit Agreement




  





  











  













	
  

	
RB INTERNATIONAL FINANCE (USA) LLC 







 


By:     /s/ Shirley Rich


Name:     Shirley Rich                                                                 


Title:       Vice President


 


 


 


By:     /s/ John A. Valiska


Name:    John A. Valiska                                                                  


Title:      First Vice President







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  











	
 

	
COMERICA BANK 







 


By:     /s/ Paul J. Edmonds


Name:    Paul J. Edmonds                                                                 


Title:       Senior Vice President


 




 





Signature Page to Amendment No. 5 to Credit Agreement




  





  











  













	
  

	
Nordea Bank Finland Plc/London Branch 







 


By:     /s/ Martin Kahm


Name:    Martin Kahm                                                                 


Title:      Head of Offshore & Oil Services / London


 


 


 


By:     /s/ Sandra Pavic-Watkinson


Name:    Sandra Pavic-Watkinson                                                                  


Title:      Relationship Manager







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  











	
 

	
IBERIABANK







 


By:     /s/ Christopher Dvorachek


Name:    Christopher Dvorachek                                                                 


Title:       Senior Vice President


 




 





Signature Page to Amendment No. 5 to Credit Agreement




  





  











  













	
 

	
RAYMOND JAMES BANK, FSB







 


By:     /s/ Scott G. Axelrod


Name:    Scott G. Axelrod                                                             


Title:        Vice President


 




 





Signature Page to Amendment No. 5 to Credit Agreement




  





  











  













	
 

	
COMPASS BANK 







 


By:     


Name:    


Title:        




 





Signature Page to Amendment No. 5 to Credit Agreement




  





  











  













	
  

	
DEUTSCHE BANK TRUST COMPANY AMERICAS 







 


By:     


Name:    


Title:      


 


 


By:    


Name:                                                                      


Title:      







Signature Page to Amendment No. 5 to Credit Agreement




  





  











  















Signature Page to Amendment No. 5 to Credit Agreement