0000950129-05-003390 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 5th, 2005 • Horizon Offshore Inc • Oil & gas field services, nec

This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Second Amendment”), dated as of the 31 day of March, 2005, is made by and among HORIZON VESSELS, INC., HORIZON OFFSHORE, INC. and HORIZON OFFSHORE CONTRACTORS, INC. (collectively, “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to SouthTrust Bank) (“Lender”).

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AMENDMENT NO. 11 TO LOAN AGREEMENT
Loan Agreement • April 5th, 2005 • Horizon Offshore Inc • Oil & gas field services, nec • New York

AMENDMENT NO. 11 (“Amendment No. 11”, and together with the documents listed in Section 10 hereof, the “2005 Amendment Documents”) dated as of March 31, 2005 (the “2005 Amendment Date”) to the Loan Agreement dated as of December 30, 1998, as amended (the “Loan Agreement”), among HORIZON VESSELS, INC., a Delaware corporation, HORIZON OFFSHORE CONTRACTORS, INC., a Delaware corporation (together, the “Borrowers”), HORIZON OFFSHORE, INC., a Delaware corporation (the “Parent Guarantor”), THE CIT GROUP/EQUIPMENT FINANCING, INC., a New York corporation (“CIT”), HELLER FINANCIAL LEASING, INC., a Delaware corporation, U.S. BANCORP EQUIPMENT FINANCE, INC., an Oregon corporation, SAFECO CREDIT COMPANY, INC., a Washington corporation, TRANSAMERICA EQUIPMENT FINANCIAL SERVICE CORPORATION, a Delaware corporation, PHOENIXCOR, INC., a Delaware corporation, and LASALLE NATIONAL LEASING CORPORATION, an Oregon corporation (collectively, the “Lenders”) and CIT as Agent for the Lenders (the “Agent”).

FINANCING AGREEMENT
Financing Agreement • April 5th, 2005 • Horizon Offshore Inc • Oil & gas field services, nec • New York
HORIZON OFFSHORE, INC. 2500 CityWest Boulevard, Suite 2200 Houston, Texas 77042 March 31, 2005
Financing Agreement • April 5th, 2005 • Horizon Offshore Inc • Oil & gas field services, nec

Reference is made to the Financing Agreement (the “Financing Agreement”) dated as of March 31, 2005 among Horizon Offshore, Inc. (the “Company”), each of its subsidiaries party thereto, Manchester Securities Corp., as collateral and administrative agent (“Manchester”), and the other lenders specified therein (collectively, the “Senior Lenders”), whereby, subject to satisfaction of all conditions precedent set forth therein, the Senior Lenders propose to extend credit in the form of a $70 million senior secured financing facility (the “New Credit Facility”). By your execution of a counterpart of this letter agreement, you acknowledge receipt of a copy of the Financing Agreement. Capitalized terms used and not otherwise defined herein are used with the meanings ascribed thereto in the Financing Agreement.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • April 5th, 2005 • Horizon Offshore Inc • Oil & gas field services, nec

This Amendment No. 1 to Rights Agreement (this “Amendment”) is dated and effective as of March 30, 2005, by and between Horizon Offshore, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services, LLC., as Rights Agent (“Mellon”).

THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 5th, 2005 • Horizon Offshore Inc • Oil & gas field services, nec

This THIRD AMENDMENT TO LOAN AGREEMENT (the “Third Amendment”), dated as of the 31 day of March, 2005, is made by and between HORIZON VESSELS INTERNATIONAL, LTD. (“Borrower”), and GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE (“Lender”).

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