AMENDMENT NO. 4 TO CREDIT AGREEMENT

This Amendment No. 4 to Credit Agreement, dated as of November 2 2012 (this “Fourth Amendment”), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware 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.

Reference is made to the Credit Agreement dated as of April 26, 2011 (as amended by Amendment No. 1 dated October 7, 2011, Amendment No. 2 dated July 9, 2012, Amendment No. 3 dated September 19, 2012, and as otherwise 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, the Lenders and the Administrative Agent have agreed to make certain amendments to the Credit Agreement as set forth herein.

 

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 Fourth Amendment, each term used in this Fourth Amendment that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

 

Section 2. Amendments to Credit Agreement.

 

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in appropriate alphabetical order:

 

“Fourth Amendment Effective Date” means November 2 2012.

 

(b) Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of “Revolving Credit Facility” in its entirety with the following:

 

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders' Revolving Credit Commitments at such time.  The amount of the Revolving Credit Facility as of the Fourth Amendment Effective Date is $150,000,000; provided, that from and after November 30, 2012, the amount of the Revolving Credit Facility shall be $125,000,000.

 

(c) Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of “Revolving Credit/Swing Line Loan Sublimit” in its entirety with the following:

 

“Revolving Credit/Swing Line Loan Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the aggregate amount of the Revolving Credit Commitments.

 

(d) Section 2.07 of the Credit Agreement is hereby amended by replacing clause (b) thereof in its entirety with the following:

 

(b)           Mandatory.  On November 30, 2012, (a) the Revolving Credit Facility shall be automatically and permanently reduced to $125,000,000 and (b) the Borrower shall prepay (or caused to be prepaid) Revolving Credit Loans and/or Swing Line Loans such that, after giving effect to such reduction of the Revolving Credit Facility, the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility.  Such reduction of the Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage.

 

(e) Section 2.09(a) of the Credit Agreement is hereby amended by replacing subclause (iii) thereof in its entirety with the following:

 

(iii) each Swing Line Loan shall bear interest on the principal amount thereof from time to time outstanding from the applicable borrowing date and until repaid at a rate per annum equal to the Base Rate plus the Applicable Margin applicable to Base Rate Loans.

 

(f) Section 7.05 of the Credit Agreement is hereby amended by replacing clause (e) thereof in its entirety with the following:

 

(e)           Dispositions in connection with any sale and leaseback transaction otherwise permitted hereunder in an amount not to exceed $15,000,000 in the aggregate for any fiscal year;

 

(g) Section 7.11 of the Credit Agreement is hereby amended by replacing clause (b) thereof in its entirety with the following:

 

(b)           Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio to be greater than the following amounts at any time during each of the following corresponding periods:

(h) Exhibit D (Form of Compliance Certificate) to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit D attached hereto.

 

(i) Schedule 2.01 (Commitments and Applicable Percentages) to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto.

 

Section 3. Representations and Warranties.  The Borrower represents and warrants that (a) the execution, delivery, and performance of this Fourth 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 Fourth Amendment and the Credit Agreement, as amended hereby, constitute legal, valid, and binding obligations of each Loan Party that is a party hereto or thereto, enforceable against such 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 the Credit Agreement, as amended hereby, and in each Loan Document are true and correct in all material respects as of the date of this Fourth Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date; (d) no Default or Event of Default exists under the Loan Documents; and (e) the Liens under the Security Documents are valid and subsisting and secure the Obligations.

 

Section 4. Effect on Loan Documents.  Except as amended hereby, 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.  The Borrower acknowledges and agrees that this Fourth Amendment shall in no manner impair or affect the validity or enforceability of the Credit Agreement.  This Fourth 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 Fourth Amendment may be a Default or Event of Default under the other Loan Documents.

 

Section 5. Effectiveness.  This Fourth Amendment shall become effective, and the Credit Agreement shall be amended as provided for herein, upon the satisfaction of the following conditions:

 

(a) the Administrative Agent (or its counsel) shall have received counterparts hereof duly executed and delivered by a duly authorized officer of the Borrower, each Subsidiary Guarantor, and by the Lenders whose consent is required to effect the amendments contemplated hereby;

 

(b) the Administrative Agent shall have received, or shall concurrently receive (i) for the account of each Lender that has delivered an executed counterpart of this Fourth Amendment to the Administrative Agent by November 1, 2012, a consent fee equal to 25 basis points on the amount of such executing Lender's Revolving Credit Commitment then in effect and aggregate outstanding Term Loans, and (ii) for the account of the applicable Person, payment of all other fees payable in connection with this Fourth Amendment; and

 

(c) if applicable, the Borrower shall have prepaid, or shall concurrently prepay, outstanding Revolving Credit Loans and/or Swing Line Loans, such that after giving effect thereto, the aggregate Outstanding Amount of all Revolving Credit Loans plus the aggregate Outstanding Amount of all Swing Line Loans does not exceed the Revolving Credit/Swing Line Loan Sublimit (after giving effect to the reduction of such Revolving Credit/Swing Line Loan Sublimit on the effective date of this Fourth Amendment).

 

Section 6. Reaffirmation of Subsidiary Guaranty and Security Documents.  By its signature hereto, each Subsidiary Guarantor represents and warrants that (a) such Subsidiary Guarantor has no defense to the enforcement of the Subsidiary Guaranty, and that according to its terms the Subsidiary 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 Subsidiary Guaranty following the execution of this Fourth Amendment and (b) the Liens created under the Security Documents to which such Subsidiary Guarantor is a party are valid and subsisting and will continue in full force and effect to secure the Borrower’s obligations under the Credit Agreement and the other amounts described in such Security Documents following the execution of this Fourth Amendment.

 

Section 7. Governing Law.  THIS FOURTH 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 Fourth Amendment.  This Fourth Amendment may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered electronically and by telecopier.

 

Section 9. ENTIRE AGREEMENT.  THIS FOURTH AMENDMENT 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.