DEFENSES THEY MAY
HAVE IN
7
CONNECTION WITH THEIR DEBTS AND OBLIGATIONS UNDER THE AGREEMENT, THE LOAN
DOCUMENTS AND THIS SEVENTH AMENDMENT. THIS SECTION 8 IS IN ADDITION TO AND SHALL
NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY THE
RELEASING PARTIES IN FAVOR OF THE RELEASED PARTIES. NOTWITHSTANDING ANY
PROVISION OF THE AGREEMENT, THIS SEVENTH AMENDMENT OR ANY OTHER LOAN DOCUMENT,
THIS SECTION 8 SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL SURVIVE THE
DELIVERY AND PAYMENT ON THE OBLIGATIONS, THE AGREEMENT, THIS SEVENTH AMENDMENT
AND THE OTHER LOAN DOCUMENTS.
9. Reaffirmation of Guarantees. By their execution hereof, each of the
Guarantors acknowledges and agrees (a) to the terms of the release and covenant
not to sue set forth in the foregoing Section 8, and (b) that all of the terms
and provisions of their respective guarantees shall remain in full force and
effect and that the amendments and modifications herein contained shall in no
manner adversely affect or impair any Guarantor's obligations under such
guaranty.
10. Binding Effect. It is further understood and agreed by and among the
parties hereto that all terms and conditions of the Agreement, except as herein
modified, shall remain in full force and effect.
11. Counterparts. This Seventh Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Remainder of page intentionally left blank.]
8
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment
to be duly executed as of the day and year first above written.
BORROWERS:
HORIZON OFFSHORE CONTRACTORS, INC.
By:
/s/ David W. Sharp
David W. Sharp
Executive Vice
President
HORIZEN, L.L.C.
By:
/s/ David W. Sharp
David W. Sharp
Executive Vice
President
HORIZON SUBSEA SERVICES, INC.
By:
/s/ David W. Sharp
David W. Sharp
Executive Vice
President
HORIZON VESSELS, INC.
By:
/s/ David W. Sharp
David W. Sharp
Executive Vice
President
AGENT:
SOUTHWEST BANK OF TEXAS, N.A., as Agent
By:
/s/ Brian Duncan
Name:
Brian Duncan
Title: Vice
President
[Signatures continued on next page]
SIGNATURE PAGE - 1
LENDERS:
SOUTHWEST BANK OF TEXAS, N.A.
By:
/s/ Brian Duncan
Name:
Brian Duncan
Title: Vice
President
DRESDNER BANK LATEINAMERIKA AG
By:
/s/ Don Knowlton
Name:
Don Knowlton
Title: Vice
President
BANK OF SCOTLAND
By:
/s/ Joseph Fratus
Name:
Joseph Fratus
Title: First
Vice President
HIBERNIA NATIONAL BANK
By:
/s/ Tommy Boyd
Name:
Tommy Boyd
Title: Senior Vice
President
SIGNATURE PAGE - 2
Acknowledged and Agreed to this 4th day of November, 2004.
GUARANTORS:
HORIZON OFFSHORE, INC.
PROGRESSIVE PIPELINE CONTRACTORS, INC.
AFFILIATED MARINE CONTRACTORS, INC.
TEXAS OFFSHORE CONTRACTORS CORP.
FLEET PIPELINE SERVICES, INC.
GULF OFFSHORE CONSTRUCTION, INC.
BAYOU MARINE CONTRACTORS, INC.
HORIZON OFFSHORE, S. DE R.L. DE C.V.
HORIZON OFFSHORE CONTRACTORS, LTD.
HORIZON GROUP L.D.C.
HORIZON OFFSHORE NIGERIA LTD.
TIBURON INGENERIA Y CONSTRUCCION, S. DE R.L. DE C.V.
HORIZON VESSELS INTERNATIONAL LTD.
PT HORIZON INDONESIA
HORIZON OFFSHORE INTERNATIONAL LTD.
HORIZON MARINE