any
Additional Guarantor's obligations under such guaranty.
9. 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.
10. Counterparts. This Eighth 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 Eighth 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
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
LENDERS:
SOUTHWEST BANK OF TEXAS, N.A.
By:
/s/ Brian Duncan
Name:
Brian Duncan
Title: Vice
President
[Signatures continued on next page.]
SIGNATURE PAGE - 1
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.
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.
HOC OFFSHORE, S. DE R.L. DE C.V.
PT ARMANDI PRANAUPAYA
ECH OFFSHORE, S. DE R.L. DE C.V.
HORIZON OFFSHORE NIGERIA LTD.
HORIZON C-BAY COSTA AFUERA, S. DE R.L. DE C.V.
HORIZON OFFSHORE PTE. LTD.
HORIZON OFFSHORE CONTRACTORS (MAURITIUS) LTD.
HORIZON MARINE CONSTRUCTION (MAURITIUS) LTD.
TIBURON INGENIERIA Y CONSTRUCCION, S. DE R.L. DE C.V.
HORIZON VESSELS INTERNATIONAL LTD.
HORIZON OFFSHORE INTERNATIONAL LTD.
HORIZON MARINE CONSTRUCTION LTD.
HORIZON GROUP L.D.C.
PT HORIZON INDONESIA
HORIZON OFFSHORE CONTRACTORS LTD.
HORIZON MARINE CONTRACTORS (MALASIA) SDN BHD
HORIZON OFFSHORE SERVICES, LTD.
MARINE LEASING (LABUAN) PTE LTD.
By:
/s/ David W. Sharp
Name:
David W. Sharp
Title:
Executive Vice President
ECH OFFSHORE, S. DE R.L. DE C.V.
By:
/s/ Bill Lam
Bill Lam
Sole Member
SIGNATURE PAGE - 3
EXHIBIT A
PROPOSAL
[Follows This Page]
A-1
EXHIBIT B
AMENDMENT NO. 1 TO MAY PURCHASE AGREEMENT
[Follows This Page]
B-1
EXHIBIT C
DOCUMENTS EVIDENCING SERIES A REDEEMABLE PARTICIPATING PREFERRED STOCK
1.
Form of Warrant Certificate
2.
Form of Registration Rights Agreement
3.
Certificates of Designation, Preferences and Rights of Series A Redeemable
Participating Preferred Stock
4.
Purchase Agreement - Series A Redeemable
Participating Preferred Stock
C-1