Exhibit 10.1



 

Manchester Securities Corp.

 

March 16, 2005

 

Mr. David Sharp

Vice President & Chief Financial Officer

Horizon Offshore, Inc.

2500 Citywest Boulevard, Suite 2200

Houston, Texas 77042

 

	
		Re:
	
		Commitment Letter for $25,000,000 Senior Secured Term
    Loan and $40,000,000 Senior 

		Secured Revolving Credit Facility (the "Senior
    Credit Facility")



 

Dear David: 

In accordance with our recent discussions, set forth below is
an outline of the terms pursuant to which Manchester Securities Corp. ("Manchester")
is prepared to provide the Senior Credit Facility to Horizon Offshore, Inc. ("Horizon")
for the purpose of (i) refinancing certain existing senior secured indebtedness
including the revolving credit facility provided by CIT; (ii) providing for fees
and expenses related to this transaction; and (iii) providing for working
capital needs. Manchester has agreed to provide and received approval to provide
the Senior Credit Facility substantially on the terms and conditions set forth
in this letter and the Summary of Terms attached hereto as Exhibit A (the
"Summary of Terms"). Subject to the conditions precedent set forth
in this commitment letter and the Summary of Terms, this letter and the Summary
of Terms are intended to be binding on Manchester. Unless otherwise defined
herein, all capitalized terms have the meanings specified in the Summary of
Terms.

Manchester will attempt to form a group of lenders (the "Lenders")
to provide the Senior Credit Facility composed of the holders of Horizon's
existing subordinated debt or their respective affiliates. Notwithstanding the
foregoing, Manchester will underwrite 100% of the commitment to the Senior
Credit Facility. 

By acceptance of this commitment letter, Horizon agrees to
use commercially reasonable efforts to actively assist Manchester in obtaining
participation in the commitment to the Senior Credit Facility of the holders of
all of Horizon's outstanding subordinated debt and in seeing that the conditions
precedent set forth in this commitment letter and the Summary of Terms are
fulfilled in a manner that is satisfactory to Manchester. Such assistance shall
include, without limitation: (a) Horizon providing and using reasonable efforts
to cause its advisors to provide Manchester, the Lenders and their counsel upon
reasonable request with all information reasonably deemed necessary by
Manchester, the Lenders and their counsel to complete the transactions
contemplated in the Summary of Terms; (b) Horizon using commercially reasonable
efforts to ensure that the transactions contemplated in the Summary of Terms
benefit materially from its existing lending and investment banking
relationships; and (c) Horizon causing its senior management to otherwise
generally assist Manchester, the Lenders and their counsel in completing the
transactions contemplated in the Summary of Terms.

Manchester's commitment hereunder is subject to Horizon's
covenants herein and the satisfaction of each of the following conditions
precedent in a manner acceptable to Manchester in its sole discretion: (a)
satisfaction of each of the terms and conditions set forth herein and in the
Summary of Terms; (b) the absence of a material breach of any representation,
warranty or agreement of Horizon set forth herein; (c) no change, occurrence or
development that could have a material adverse effect on the business, assets,
liabilities (actual or contingent), operations, prospects or condition
(financial or otherwise) of Horizon and its subsidiaries taken as a whole shall
have occurred or become known to Manchester; and (d) Manchester not becoming
aware after the date hereof of any information or other matter which is
inconsistent in a material and adverse manner, with any information or other
matter disclosed to its representatives by Horizon's representatives prior to
the date hereof. If any of the foregoing conditions precedent at any time shall
fail to be satisfied, Manchester may, in its sole discretion, suggest
alternative financing amounts or structures that ensure adequate protection for
Manchester and the Lenders or terminate this letter and any commitment or
undertaking hereunder without liability to Horizon or any other person.

Horizon hereby represents, warrants and covenants that: (a)
all information (other than projections) which has been or is hereafter made
available to Manchester or the Lenders by Horizon or any of its representatives
in connection with the transactions contemplated hereby (the "Information")
is and will be complete and correct in all material respects and does not and
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein not misleading,
and (b) all financial projections, if any, that have been or are hereafter made
available to Manchester or the Lenders by Horizon or any of its representatives
(the "Projections") have been or will be prepared in good faith
based upon reasonable assumptions (it being understood that such projections are
subject to significant uncertainties and contingencies, many of which are beyond
the Horizon's control, and that no assurances can be given that the projections
will be realized). Horizon agrees to furnish Manchester with such Information
and Projections as it may reasonably request and to supplement the Information
and the Projections from time to time until the closing date of the Senior
Credit Facility so that the representations, warranties and covenants in the
preceding sentence are correct on such closing date. Horizon understands that in
arranging the Senior Credit Facility Manchester will be using and relying on the
Information and the Projections without independent verification thereof.

By acceptance of this commitment letter, Horizon agrees to
reimburse Manchester and the Lenders upon demand for all reasonable
out-of-pocket costs and expenses (including reasonable legal fees and expenses)
incurred in connection with the negotiation, preparation, execution and delivery
of the Senior Credit Facility, and all reasonable out-of-pocket costs and
expenses incurred by Manchester and the Lenders in connection with performing
their due diligence in connection with the Senior Credit Facility. 

Horizon agrees to indemnify and hold harmless Manchester and
its affiliates and each director, officer, employee and agent thereof (the "Indemnified
Parties") from and against any and all losses, claims, damages, expenses
or liabilities to which any thereof may become subject, insofar as such losses,
claims, damages, expenses or liabilities (or actions, suits or proceeding,
including any inquiry or investigation or claims in respect thereof) arise out
of, in any way relate to, or result from a claim in respect of, the transactions
described herein or the financing contemplated hereby (whether or not any
Indemnified Party is a party to any action or proceeding out of which any such
losses, claims, damages, expenses or liabilities arise), and to reimburse the
Indemnified Parties, upon demand, for any reasonable expenses (legal or
otherwise) incurred by any thereof in connection with investigating, preparing
to defend, defending or otherwise participating in any such claim, action or
proceeding related to any such loss, claim, damage, expense or liability 
(INCLUDING ANY LOSS, CLAIM, DAMAGE, EXPENSE OR LIABILITY ARISING OUT, IN ANY WAY
RELATING TO, OR RESULTING FROM A CLAIM IN RESPECT OF THE ORDINARY NEGLIGENCE OF
ANY INDEMNIFIED PARTY), except that Horizon shall not be obligated to
indemnify, hold harmless or reimburse an Indemnified Party for any such losses,
claims, damages, expenses or liabilities to the extent that the same are
determined in a final judgment by a court of competent jurisdiction to have
resulted primarily from the gross negligence or willful misconduct of the
Indemnified Party seeking such indemnity. Horizon acknowledges and agrees that
no Indemnified Party shall have any liability for any indirect or consequential
damages in connection with its activities related to the Senior Credit Facility.

The terms of this commitment letter between Horizon and
Manchester and the Summary of Terms are confidential and, except for Horizon's
disclosure on a confidential basis to its accountants, attorneys and other
professional advisors retained by it in connection with the Senior Credit
Facility or as may be required by law, may not be disclosed in whole or in part
to any other person or entity without Manchester's prior written consent. 

The provisions of the immediately preceding three paragraphs
shall remain in full force and effect regardless of whether any definitive
documentation for the Senior Credit Facility shall be executed and
notwithstanding the termination of this commitment letter or any commitment or
undertaking hereunder. 

This letter shall be governed by the internal laws of the
State of New York and each of the parties hereto hereby knowingly, voluntarily
and intentionally expressly waives any rights such party may have to trial by
jury with respect to any matter contained in or arising from this letter or the
actions of the parties related thereto. Manchester and Horizon each agree to the
jurisdiction and venue of the federal and/or state courts located within the
City of New York. 

By executing this letter, Horizon acknowledges that this
letter, including the Summary of Terms, are the only agreements among Horizon
and Manchester with respect to the Senior Credit Facility and set forth the
entire understanding of the parties with respect thereto. This commitment letter
and the Summary of Terms may be changed only pursuant to a writing signed by
each of the parties hereto.

This offer will expire at 11:00 a.m. Central Time on March 17,
2005 unless Horizon executes this letter and returns it to Manchester prior to
that time (which may be by facsimile transmission), whereupon this letter (which
may be signed in one or more counterparts) shall become a binding agreement.
Thereafter, this undertaking and commitment will expire on March 31, 2005 unless
definitive documentation for the Senior Credit Facility is executed and
delivered on or prior to such date.

Very truly yours,

	MANCHESTER SECURITIES CORP.

 
	By:	
	
/s/ Elliot Greenberg

	
	Name:

	Title:	Elliot Greenberg

	Vice-President


Accepted and agreed to as of 

The date first above written:

	HORIZON OFFSHORE, INC.

 
	By:	
	
/s/ David Sharp

	
	Name:

	Title:	
    David Sharp

	Vice President & Chief Financial Officer



 




Attachment to

Commitment Letter



SUMMARY OF TERMS


This Summary of Terms outlines certain terms of a $65 million
senior secured financing for Horizon Offshore, Inc. ("Horizon") proposed by
Manchester Securities Corp. ("Manchester"). This Summary of Terms is intended to
describe certain of the material terms, but does not include all of the terms,
conditions, covenants, representations, warranties, default clauses and other
provisions that will be contained in the definitive documentation. 

	Borrower: 	
    Horizon Offshore, Inc. and certain subsidiaries
    (collectively, the "Borrower").

	Guarantors:	
    To be agreed upon by Horizon and Manchester
    (collectively, the "Guarantors").

	Lenders:	
    Manchester or an affiliated entity of Manchester, as well
    as other investors (the "Lenders").

	Recapitalization:	
    On the Closing Date, Horizon shall issue to the Lenders
    on behalf of themselves and the holders of the Borrower's subordinated debt
    and preferred stock, in exchange for presently held subordinated debt and
    preferred stock, preferred stock or other form of equity acceptable to
    Manchester equivalent to owning ninety-five percent (95%) of the aggregate
    outstanding common stock of Horizon on a fully diluted basis (without
    considering any out of the money employee options). Prior to the closing,
    Horizon shall not issue any additional shares of equity without the consent
    of the Lenders. Lenders shall arrange satisfactory agreement with the
    holders of the Borrower's subordinated debt for the exchange of their and
    Lenders' presently held debt and preferred stock for the preferred stock or
    other acceptable equity such that only $25,000,0000 of subordinated debt
    shall remain outstanding after the Closing Date. Manchester shall have the
    discretion to restructure or amend the transactions provided, however, any
    such restructured or amended transaction must provide the same resulting
    aggregate fully diluted common stock ownership and economics set forth
    above.

	Requested Financing:	
    A $25,000,000 senior secured term loan (the "Term Loan")
    and a senior secured revolving line of credit up to $40,000,000 (the
    "Revolver").

	Use of Proceeds:	
    To refinance the CIT revolving credit facility of the
    Borrower and provide for other general corporate purposes (including the
    payment of fees and expenses associated with this transaction).

	Maturity:	
    March 31, 2007.

	
    Interest Rate:
	
    The Term Loan will bear interest at the rate per annum
    equal to fifteen percent (15%). Interest shall be payable monthly in arrears
    at a per annum rate of ten percent (10%) in cash and five percent (5%) in
    PIK notes.

    The Revolver will bear interest at the rate per annum
    equal to ten percent (10%). Interest shall be payable monthly in arrears at
    a per annum rate of eight percent (8%) in cash and two percent (2%) in PIK
    notes.

    If any Event of Default occurs and is continuing,
    interest would accrue at a rate per annum equal to two percent (2.0%) above
    the rate previously applicable, payable in cash on demand.

	
    Amortization:
	
    Commencing on July 1, 2005, the Term Loan would require
    monthly principal payments of $500,000 with a balloon payment due at
    maturity. 

	
    Availability:
	
    The Term Loan shall be a single draw term loan and shall
    be available to the Borrower on the date of satisfaction or waiver (such
    date being the "Closing Date") of all conditions precedent to
    effectiveness of the definitive documentation. 

    The Revolver will be available from and after the Closing
    Date in an amount to be determined monthly based upon formulas similar to
    those used in the Southwest Bank domestic and Ex-Im revolver facilities,
    including billed retention due within a reasonable period of time. The
    availability formula may be adjusted in September 2005 to the extent
    availability exceeds $20 million.

	
    Collateral:	
    The Term Loan shall be secured by:
	 	
    (a)	
    a first priority security interest to the extent available in all
      existing and future assets of the Borrower and the Guarantors, tangible
      and intangible, including property, plant and equipment, vessels
      (including, but not limited to, the vessels currently securing the CIT
      revolving credit facility ---- the Pacific, Atlantic, Phoenix, Lonestar
      and Bravos), leaseholds, trademarks, tradenames, insurance claims
      (excluding the Gulf Claim), litigation claims, capital stock, cash and
      cash equivalents, accounts receivable, inventories and other assets;
    
	 	
    (b)	
    a second priority security interest in the collateral currently held
      by the CIT Term Loan credit facility, GE and Boeing; and
	 	
    (c)	
    an assignment of liens from the current subordinated debt holders of
      the liens on and proceeds from any collection of outstanding receivables,
      claims and/or cash collateral from PEMEX EPC-64 weather claim, Williams
      Oil Gathering LLC, and the IEC cash collateral securing the IEC letter of
      credit issued by Southwest Bank.
	 	
    To the extent the Term Loan does not have a first
    priority security in interest in any asset, the Term Loan shall receive
    highest priority security interest possible.
    
	 	
    The Revolver will be secured by:
	 	
    (a)	
    a security interest in all assets in which the Term Loan has a
      security interest, second in priority only to the security interests and
      liens benefiting the Term Loan.
	Prepayment:	
    Receipt of collateral proceeds from the IEC cash
    collateral securing the IEC letter of credit issued by Southwest Bank, or
    the Williams Oil Gathering LLC claim, and 50% of any collateral proceeds
    from the PEMEX EPC-64 weather claim shall be applied to the Term Debt. Fifty
    percent of any collateral proceeds from the PEMEX EPC-64 weather claim shall
    be applied to the Revolver outstandings. After December 31, 2005, if any
    collateral proceeds from the PEMEX EPC-64 weather claim have been applied to
    the Revolver, then Borrower shall prepay the Term Debt in the amount of such
    collateral proceeds. 

	Commitment Fee and Other Fees:	
    Closing fee equal to 2.0% of the Term Loan and Revolver
    commitments payable in cash upon closing. 

    Monitoring fee of 0.50% per quarter based upon the
    aggregate unpaid principal balance of the Term Loan and the Revolver
    commitment payable in advance in cash on the first business day of each
    quarter. In the event the Closing Date is not the first business day of a
    fiscal quarter, the Borrower shall pay on the Closing Date the monitoring
    fee pro-rated for the remaining portion of the then current fiscal quarter.

    If the loans are prepaid prior to maturity and the
    Revolver commitment terminated, the Borrower shall pay 1.0% of the aggregate
    Revolver commitment and outstanding Term Loan.

    $1000 per day per examiner plus reasonable out of pocket
    expenses and charges of third party appraisers and professionals employed by
    Manchester to review, audit and monitor the Borrower's assets.

    Commitment fee of $2,500,000 after delivery by the
    Lenders of a commitment to the terms outlined herein if Horizon closes
    alternative financing, and payable on the date Horizon closes alternative
    financing.

	Covenants:	Such covenants as are customary and appropriate
    for financings of this type (in each case in form and substance reasonably
    acceptable to Manchester). In each case, and on an ongoing basis, the
    covenants shall be at least as binding as any other covenant offered by the
    Borrower to other lenders. 
	Indemnity and Expenses:	
    The Borrower will provide standard indemnification and
    expense reimbursement for the Lenders (including, without limitation,
    reimbursement for reasonable out-of-pocket costs and expenses).

	
    Governing Law and Jurisdiction:
	
    New York.

	Conditions Precedent:	
    1)	
    Execution of definitive documentation consistent with this Summary of
      Terms and otherwise acceptable to the Lenders;
    
	 	
    2)	
    satisfactory agreement with CIT regarding restructuring of the CIT
      term loan payment schedule and waivers of default;
    
	 	
    3)	
    satisfactory agreement with the holders of the Borrower's subordinated
      debt;
    
	 	
    4)	
    satisfactory agreement with the Borrower regarding a comprehensive
      recapitalization;
	 	
    5)	
    any necessary amendments to the shareholder rights plan;
    
	 	
    6)	
    appropriate registration rights with respect to the currently
      outstanding subordinated debt;
	 	
    7)	
    obtaining all necessary consents and perfected security interests as
      required and contemplated for the transactions described herein; and
	 	
    8)	
    delivery of acceptable opinions of counsel to the Borrower, officers'
      certificates and such other conditions precedent as are customary and
      appropriate for financings of this type.
	Counsel for Manchester:	
    Akin Gump Strauss Hauer & Feld LLP.