exv10w6



 






Exhibit 10.6




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




      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”).



W I T N E S S E T H:




      WHEREAS, the Company entered into that certain Rights Agreement, dated January 11, 2002 (the
“Rights Agreement”), by and between the Company and Mellon, as Rights Agent;



      WHEREAS, on March 29, 2005, the Board of Directors of the Company authorized the Company to
enter into a Restructuring Letter Agreement (the “Restructuring Agreement”) with and the holders of
the Company’s 16% and 18% Subordinated Secured Notes due March 31, 2007 (the “Subordinated Notes”)
and outstanding shares of Company’s Series A Redeemable Participating Preferred Stock, $1.00 per
value per share (the “Preferred Stock”), pursuant to which the Subordinated Notes and shares of
Preferred Stock will be exchanged for the Company’s common stock and mandatorily convertible
redeemable preferred stock; and



      WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent
desire to amend the definition of Acquiring Person in Section 1 of the Rights Agreement to ensure
that the transactions consummated pursuant to the Restructuring Agreement do not cause a Triggering
Event under the Rights Agreement;



      NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein
and in the Rights Agreement, the parties hereby agree as follows:



      1. Capitalized terms used but not defined herein shall have the meanings assigned to such
terms in the Rights Agreement.



      2. The definition of Acquiring Person in Section 1 of the Rights Agreement is hereby amended,
such that, as amended, it shall read in its entirety as follows:




      “Acquiring Person” means any Person who, together with all Affiliates and Associates
of such Person, is the Beneficial Owner of the Threshold Percentage or more of the shares
of Common Stock then outstanding, but shall not include an Exempt Person; provided,
however, that (a) if the Board determines in good faith that a Person who would otherwise
be an Acquiring Person has become the Beneficial Owner of a number of shares of Common
Stock such that the Person would otherwise qualify as an Acquiring Person inadvertently
(including, without limitation, because (i) such Person was unaware that it beneficially
owned a percentage of Common Stock that would otherwise cause such Person to be an



 








 






Acquiring Person or (ii) such Person was aware of the extent of its Beneficial Ownership of
Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership
under this Agreement) and without any intention of changing, exercising or influencing
control of the Company, then such Person shall not be deemed to be or to have become an
Acquiring Person for any purposes of this Agreement unless and until such Person shall have
failed to divest itself as soon as practicable (as determined, in good faith, by the Board
of Directors of the Company) of Beneficial Ownership of a sufficient number of shares of
Common Stock so that such Person would no longer otherwise qualify as an Acquiring Person;
and (b) no Person shall become an Acquiring Person as the result of any acquisition of
shares of Common Stock by the Company which, by reducing the number of shares of Common
Stock outstanding, increases the proportionate number of shares of Common Stock
beneficially owned by such Person to the Threshold Percentage or more of the shares of
Common Stock then outstanding; provided, however, that if a Person shall become the
Beneficial Owner of the Threshold Percentage or more of the shares of Common Stock then
outstanding by reason of such share acquisition by the Company and shall thereafter become
the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the outstanding Common Stock or
pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall
be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of such
additional shares of Common Stock such Person does not beneficially own the Threshold
Percentage or more of the shares of Common Stock then outstanding. Notwithstanding
anything contained herein to the contrary, no party to the Restructuring Agreement or any
of such party’s respective Affiliates or Associates shall be deemed to be an Acquiring
Person.



      3. Except as amended hereby, the Rights Agreement and all exhibits thereto shall remain in
full force and effect.



      4. This Amendment may be executed in multiple counterparts and each such counterpart shall for
all purposes be deemed an original, and all such counterparts shall together constitute one and the
same instrument.



      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their
names and on their behalf by and through their duly authorized officers, effective as of the date
first above written.





	 	 	 	 	 	 	 
	HORIZON OFFSHORE, INC.	 	MELLON INVESTOR SERVICES, LLC
	 	 	 	 	 	 	 
	/s/ David W. Sharp
	 	/s/ Deanna Akin
	 
	 	 
	By:

	 	David W. Sharp
	 	By:
	 	Dianna Akin
	Title:

	 	Executive Vice President and

Chief Financial Officer
	 	Title:
	 	Client Relationship Executive







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