Exhibit 10.1



FIRST AMENDMENT TO FINANCING AGREEMENT


 

This FIRST AMENDMENT TO FINANCING AGREEMENT (the "First
Amendment"), dated as of the 29th day of July, 2005, is made by
and among Horizon Offshore, Inc., a Delaware corporation (the "Parent"),
each subsidiary of the Parent listed as a "Borrower" on the signature
pages hereto (together with the Parent, each a "Borrower" and
collectively, the "Borrowers"), each subsidiary of the Parent listed as a
"Guarantor" on the signature pages hereto (each a "Guarantor" and
collectively, the "Guarantors"), the investors listed on the signature
pages hereto, Manchester Securities Corp., a New York corporation ("Manchester"),
as collateral agent for the Lenders (in such capacity, the "Collateral Agent"),
and Manchester, as administrative agent for the Lenders (in such capacity, the "Administrative
Agent" and together with the Collateral Agent, each an "Agent" and
collectively, the "Agents").


W I T N E S S 
E T H:


WHEREAS, the Borrowers, the Guarantors, the investors
signatory thereto, and the Agents entered into that certain Financing Agreement,
dated as of March 31, 2005 (the "Original Financing Agreement"), pursuant
to which the Lenders extended credit to the Borrowers consisting of (a) a term
loan A facility in an aggregate principal amount not to exceed $30,000,000, and
(b) a term loan B facility in an aggregate principal amount not to exceed
$40,000,000; and

WHEREAS, the Borrowers, the Guarantors, the Term Loan
A Lenders signatory hereto and the Agents desire to amend certain provisions of
the Original Financing Agreement.

NOW, THEREFORE, in consideration of the foregoing
recitals and the mutual covenants and premises contained herein, together with
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto have agreed and do hereby agree as
follows:

1.     Capitalized terms used in this First Amendment, and not otherwise
        defined herein, shall have the meanings assigned to them in the Original
        Financing Agreement.

2.      Section 2.03 of the Original Financing Agreement is hereby amended
        and restated in its entirety as follows:

"Section 2.03 Repayment
	of Loans; Evidence of Debt. 
    (a)  Each Term Loan A Lender identified in Section 2.03(f) below requires
    that its Pro Rata Share of the outstanding principal of the Term Loan A
    shall be repayable in consecutive monthly installments, on the first day of
    each month, commencing on August 1, 2005 and ending on the Final Maturity
    Date, consisting of a monthly principal payment in an amount equal to (x)
    $500,000 times (y) the Pro Rata Share of such Term Loan A Lender; provided,
	however, that the last installment shall be in the
    amount necessary to repay in full the unpaid principal amount of the Term
    Loan A (including the outstanding Term Loan A PIK Amount) to all Term Loan A
    Lenders. The outstanding principal of the Term Loan A (including the
    outstanding Term Loan A PIK Amount) and of the Term Loan B (including the
    outstanding Term Loan B PIK Amount) shall be repaid in full on the Final
    Maturity Date. The Borrowers promise and agree to make such required
    installment payments of principal and payment of all such principal and
    interest at the Final Maturity Date.

  

 


 

(b)     Each Lender shall maintain in accordance with its
    usual practice an account or accounts evidencing the Indebtedness of the
    Borrowers to such Lender resulting from each Loan made by such Lender,
    including the amounts of principal and interest payable and paid to such
    Lender from time to time hereunder.

	(c)     The Administrative Agent shall maintain accounts in
    which it shall record (i) the amount of each Loan made hereunder, (ii) the
    amount of any principal or interest due and payable or to become due and
    payable from the Borrowers to each Lender hereunder and (iii) the amount of
    any sum received by the Administrative Agent hereunder for the account of
    the Lenders and each Lender's share thereof.

	(d)     The entries made in the accounts maintained pursuant
    to paragraph (b) or (c) of this Section 2.03 shall be prima facie
    evidence of the existence and amounts of the obligations recorded therein;
    provided that, the failure of any Lender or the Administrative
    Agent to maintain such accounts or any error therein shall not in any manner
    affect the obligation of the Borrowers to repay the Loans in accordance with
    the terms of this Agreement.

	(e)     Any Lender may request that Loans made by it be
    evidenced by a promissory note. In such event, the Borrowers shall execute
    and deliver to such Lender a promissory note payable to the order of such
    Lender (or, if requested by such Lender, to such Lender and its registered
    assigns) in a form furnished by the Collateral Agent and reasonably
    acceptable to the Administrative Borrower. Thereafter, the Loans evidenced
    by such promissory note and interest thereon shall at all times (including
    after assignment pursuant to Section 12.07) be represented by one or more
    promissory notes in such form payable to the order of the payee named
    therein (or, if such promissory note is a registered note, to such payee and
    its registered assigns).

	(f)     For the period from August 1, 2005 through July 1, 2006, the Term
        Loan A Lenders that require payment of monthly installments of principal
        of the Term Loan A in accordance with Section 2.03 (a) above are as
        follows: Langley Partners, L.P., Highland Crusader Offshore Partners, Hedgehog
        Capital, The Conus Fund, L.P., East Hudson Inc. (BVI), The Conus Fund
        Offshore Limited and The Conus Fund (QP), L.P. For the sake of clarity,
        the Term Loan A Lenders that require no payment of monthly installments
        of principal of the Term Loan A in accordance with Section 2.03 (a) for
        the period from August 1, 2005 through July 1, 2006 are as follows:
        Manchester, Lloyd I. Miller, individually, Lloyd I. Miller Trust A-4,
        MilFam I, L.P. and MilFam II, L.P. Commencing effective as of August 1,
        2006, all of the Term Loan A Lenders will require payment of monthly
        installments of principal of the Term Loan A in accordance with Section
        2.03(a) above such that the aggregate monthly installment of principal
        of the Term Loan A to be paid by the Borrowers will be $500,000, and the
        Borrowers promise and agree to make such required installment payments.
	

  

 

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(g)    From time to time during the period from August 1, 2005 through July
        1, 2006, the Administrative Borrower may, upon written notice delivered
        to the Administrative Agent no fewer than five (5) Business Days before
        the date on which each monthly installment payment contemplated by
        Section 2.03(a) is due, propose to each Term Loan A Lender identified in
        the second sentence of Section 2.03(f) that each such Term Loan A Lender
        be paid and accept a principal payment on its Term A Loans equal to its
        Pro Rata Share of $500,000, which proposed payment may be waived by each
        such Term Loan A Lender in its sole discretion. If such Term Loan A
        Lender elects to waive its right to any such proposed payment, such Term
        Loan A Lender shall provide notice of same to the Administrative Agent
        and the Administrative Borrower within such five (5) Business Day period
        and, in such case, no such payment or proposed payment shall be made, or
        otherwise subject to the provisions of Section 2.05(b)(i)."

  

3.      The Borrowers and the Guarantors hereby represent and warrant to the
        Lenders and the Agents that (i) each of the representations and
        warranties of the Borrowers and the Guarantors contained in the Original
        Financing Agreement and the other Loan Documents are true, correct and
        complete as of the date hereof and apply to the execution of this First
        Amendment and any other documents executed in connection herewith; (ii)
        the Borrowers and the Guarantors have complied with all covenants, terms
        and other conditions set forth in the Original Financing Agreement and
        the other Loan Documents as of the date hereof; and (iii) there exists
        no Default as of the date hereof.

4.      It is further understood and agreed by and among the parties hereto
        that all terms and conditions of the Original Financing Agreement,
        except as herein modified, shall remain in full force and effect.

5.     The parties hereto confirm that the Lenders signatory hereto
        constitute the Required Lenders as that term is defined and used in the
        Original Financing Agreement.

6.     This First 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. This First Amendment will be
        effective when a counterpart hereof has been executed on behalf of each
        Borrower, each Guarantor, the Agents and each Term Loan A lender
        identified in the second sentence of amended and restated Section
        2.03(f) of the Credit Agreement, as set forth in Section 2 of this First
        Amendment; provided, however, that such Term Loan A
        Lenders include at least the Required Lenders.

[Signatures on following pages.]

 

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IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to Financing Agreement to be duly executed as of the day
and year first above written.

	
     
	
    BORROWERS:

 

	
     
	
    HORIZON OFFSHORE, INC.,

    a Delaware corporation

     
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    HORIZON VESSELS, INC.,

    a Delaware corporation

     
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    HORIZON OFFSHORE CONTRACTORS, INC.,

    a Delaware corporation

     
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     	
    
    GUARANTORS:

 
	
     
	
    ECH OFFSHORE, S. DE R.L. DE C.V.,

    a company organized under the laws of Mexico

     
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    HORIZON VESSELS INTERNATIONAL, LTD., 

	a company organized under the laws
    of the

	Cayman Islands 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

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    HOC OFFSHORE, S. DE R.L. DE C.V.,

	a company organized under the laws of Mexico 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    HORIZEN, L.L.C.,

	a Delaware limited liability company 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    PROGRESSIVE PIPELINE CONTRACTORS, INC.,

	a Delaware corporation 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    AFFILIATED MARINE CONTRACTORS, INC.,

	a Delaware corporation 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    FLEET PIPELINE SERVICES, INC.,

	a Delaware corporation 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    HORIZON MARINE CONSTRUCTION LTD.,

	a company organized under the laws of the Cayman Islands 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

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    BAYOU MARINE CONTRACTORS, INC.,

	a Delaware corporation 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     
	
    GULF OFFSHORE CONSTRUCTION, INC.,

	a Delaware corporation 
 

	
     
	
    By:
	
    /s/ David W. Sharp

	
     
	
     
	
    David W. Sharp



 

	
     	
    
    COLLATERAL AGENT AND

	ADMINISTRATIVE AGENT:

 
	
     
	
    MANCHESTER SECURITIES CORP.,

    a New York corporation

     
 

	
     
	
    By:
	
    /s/ Elliot Greenberg

	
     
	
     
	
    Elliot Greenberg

	
     	
     	
    Vice President


 

	
     	
    
    LENDERS:

 
	
     
	
    MANCHESTER SECURITIES CORP.,

    a New York corporation

     
 

	
     
	
    By:
	
    /s/ Elliot Greenberg

	
     
	
     
	
    Elliot Greenberg

	
     	
     	
    Vice President


 

	
     
	
    LLOYD I. MILLER

     
 

	
     
	
    By:
	
    /s/ Lloyd I. Miller

	
     
	
     
	
    Lloyd I. Miller, in his individual capacity


 

	
     
	
    LLOYD I. MILLER TRUST A-4

     
 

	
     
	
    By:
	
    /s/ Lloyd I. Miller

	
     
	
     
	
    Lloyd I. Miller


 

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    MILFAM I, L.P.

     
 

	
     
	
    By:
	
    /s/ Lloyd I. Miller

	
     
	
     
	
    Lloyd I. Miller


 

	
     
	
    MILFAM II, L.P.

     
 

	
     
	
    By:
	
    /s/ Lloyd I. Miller

	
     
	
     
	
    Lloyd I. Miller


 

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