Exhibit 10.2
THIRD AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
"Amendment") is made and entered into effective as of the 15 day of November,
2006 (the "Effective Date"), by and between HORIZON OFFSHORE, INC., a Delaware
corporation ("Holdings"), HORIZON OFFSHORE CONTRACTORS, INC., a Delaware
corporation ("Contractors"), HOC OFFSHORE, S. DE R.L. DE C.V., a Mexican limited
liability company ("HOC"), HORIZON MARINE CONTRACTORS (MALAYSIA) SDN BHD, a
Malaysian private company ("Malaysia"), PT HORIZON OFFSHORE INDONESIA, an
Indonesia PMA ("Indonesia"), HORIZON MARINE CONSTRUCTION (MAURITIUS) LTD., a
Mauritius limited liability company ("Mauritius") and HORIZON MARINE
CONSTRUCTION LTD., a Cayman Islands limited liability company ("Construction")
(Holdings, Contractors, HOC, Malaysia, Indonesia, Mauritius, and Construction,
individually and collectively, "Borrower" or "Borrowers"), and PNC BANK,
NATIONAL ASSOCIATION, as Agent and a Lender (the "Agent").
PRELIMINARY STATEMENTS
A. The Borrowers, the Agent and the Lenders signatory thereto (the
"Lenders") are parties to that certain Revolving Credit and Security Agreement
dated April 28, 2006 as amended by that certain First Amendment to Credit and
Security Agreement dated August 10, 2006 and by that certain Second Amendment to
Credit and Security Agreement dated August 16, 2006 (as further amended,
restated or modified from time to time, the "Credit Agreement"); and
B. The Borrowers, Agent and the Lenders desire to amend the Credit
Agreement and Agent and the Lenders are willing to do so subject to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
1.01 Capitalized terms used in this Amendment are defined in the Credit
Agreement, as amended hereby, unless otherwise stated.
ARTICLE II
AMENDMENTS
The Credit Agreement is, effective as of the date hereof and subject to
satisfaction of the conditions precedent set forth in Section 3.01 of this
Amendment, hereby amended as follows:
2.01 Amendments to Section 1.2. Section 1.2 of the Credit Agreement is
hereby amended as follows:
(a) The definition of "Commitment Percentage" is hereby amended by
deleting the text "Section 16.3(b)" contained therein and inserting the text
"Section 16.3(c) or (d)" in lieu thereof.
(b) The definition of "Foreign Receivables Sublimit" is hereby amended
by deleting the text "from August 1, 2006 through and including January 31,
2007, $7,500,000" contained therein and inserting the text "from August 1, 2006
through and including January 31, 2007, $10,000,000" in lieu thereof.
(c) The definition of "Purchasing Lender" is hereby amended by deleting
the text "Section 16.3" contained therein and inserting the text "Section
16.3(c)" in lieu thereof.
(d) The definition of "Transferee" is hereby amended by deleting the
text "Section 16.3(c)" contained therein and inserting the text
"Section 16.3(d)" in lieu thereof.
(e) Section 1.2 of the Credit Agreement is hereby further amended by
inserting the following defined terms in appropriate alphabetical order:
"Modified Commitment Transfer Supplement" shall have the