exv10w1



 




EXHIBIT 10.1



AMENDMENT NO.1 TO

MAY PURCHASE AGREEMENT




     THIS AMENDMENT NO.1 to May Purchase Agreement (this “Amendment”), dated as
of November 4, 2004, to the Purchase Agreement, dated as of May 27, 2004 (the
“Purchase Agreement”), is made and entered into by and among HORIZON OFFSHORE,
INC., a Delaware corporation (the “Issuer”), the Guarantors listed on the
signature pages hereof (the “Guarantors” together with the Issuer, the
“Obligors”) and the Noteholders listed on the signature pages hereof (“New
Additional Noteholders”).



W I T N E S S E T H:




     WHEREAS, the Obligors and the Noteholders listed on the signature pages
hereof desire to amend certain provisions of the Purchase Agreement, as more
particularly set forth below, in order to permit the issuance by the Issuer of
$9,625,000 aggregate principal amount of its 18% Subordinated Secured Notes due
March 31, 2007, for an aggregate purchase price of $7,700,000 (the “New
Additional Notes”) pursuant to the Purchase Agreement as amended hereby;



     WHEREAS, the parties hereto agree that such New Additional Notes shall be
classified as Additional Notes under the Purchase Agreement, as amended hereby;
and



     WHEREAS, such amendment requires the approval of the Required Holders.



     NOW THEREFORE, in consideration of the foregoing, the parties hereto agree
as follows:



     1. Definitions. Except as otherwise provided in this Amendment,
capitalized terms used in this Amendment shall have the meanings set forth for
such terms in the Purchase Agreement.



     2. Effectiveness. This Amendment shall be effective upon the execution
hereof by the Obligors and the Required Holders.



     3. Representation and Warranty of each New Additional Noteholder. Each
New Additional Noteholder represents and warrants that it is currently the
holder as of the date hereof of the aggregate principal amount of the Notes set
forth under its name on the signature pages hereof.



     4. Due Authorization. Each Obligor represents and warrants that the
execution and delivery by it of this Amendment and of each other Document
executed or to be executed by it has been duly authorized by all necessary
corporate action, does not require any Approval (except those Approvals already
obtained), does not and will not conflict with, result in any violation of, or
constitute any default under, any provision of any Organic Document or
Contractual Obligation of such Obligor or any law or governmental regulation or
court decree or order, and will not result in or require the creation or
imposition of any Lien on the properties of such Obligor pursuant to the
provisions of any Contractual Obligation of such Obligor, except for Liens
imposed pursuant to this Amendment, the Purchase Agreement or any other
Document.



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     5. Validity, etc. Each Obligor represents and warrants that this
Amendment constitutes the legal, valid and binding obligation of such Obligor,
enforceable in accordance with its terms subject, as to enforcement of
remedies, to bankruptcy, insolvency, reorganization, moratorium, or similar
laws affecting rights of creditors generally and to the effect of general
principles of equity.



     6. Amendment of Recital A. Recital A of the Purchase Agreement is hereby
amended and restated in its entirety as follows:




     A. The Issuer desires to issue (1) $18,750,000
aggregate principal amount of its 18% Subordinated Secured
Notes due March 31, 2007 and (2) up to an additional
$14,916,685 aggregate principal amount of its 18%
Subordinated Secured Notes due March 31, 2007 at the option
of the Noteholders in accordance with Section 2.4(b) hereof;
and



     7. Amendment of Section 1.2. Section 1.2 of the Purchase Agreement is
hereby amended to add the following language as sub-paragraph (b) thereunder:




     (b) Subject to the terms and conditions of the Purchase
Agreement, as amended hereby, the Issuer will issue and sell to the
Noteholders, and the Noteholders, acting severally and not jointly,
agree to purchase the New Additional Notes in the respective
amounts set forth in Exhibit A attached hereto, at the purchase
price set forth therein (the “Purchase Price”). The sale and
purchase of such New Additional Notes (the “Closing”) will occur at
the offices of Akin Gump Strauss Hauer & Feld, LLP, 1111 Louisiana,
44th Floor, Houston, Texas 77002 at 10:00 a.m., on
November 4, 2004 (the “Closing Date”). At the Closing, the Issuer shall
deliver such New Additional Notes to the Noteholders in such
denominations as the Noteholders shall request, dated as of the
Closing Date, against delivery by the Noteholders to the Issuer of
immediately available funds in the amount of the Purchase Price by
wire transfer to the account of Horizon Offshore Contractors, Inc.,
account number 159506 at Southwest Bank of Texas, N.A., Houston,
Texas, ABA No. 113011258. If the Issuer shall fail to tender such
New Additional Notes to the Noteholders as provided in this
Paragraph 8, or any of the conditions specified in Article 4 of the
Purchase Agreement shall have not been fulfilled to the
satisfaction of the Noteholders, the Noteholders shall have no
obligations under this Amendment, without waiving any rights they
may have by reason of such failure or such nonfulfillment.



     8. Amendment of Section 2.4(b). Section 2.4(b) of the Purchase Agreement
is hereby amended and restated in its entirety as follows:




     (b) The Noteholders shall have the option, but not the
obligation, to purchase from time to time up to $11,933,348
aggregate purchase price of Additional Notes in accordance with the
procedures set forth below. In the event that any or all of the
Noteholders elect to purchase Additional Notes pursuant to the
immediately preceding sentence, the Issuer agrees to issue such
Additional Notes on the same terms and conditions set forth in this
Agreement. If any



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Noteholder elects to purchase Additional Notes pursuant to
this Section 2.4(b), such Noteholder shall give notice of such
election and the aggregate purchase price of such intended purchase
to the Issuer and the other Noteholders and shall give such other
Noteholders an opportunity to purchase Additional Notes pursuant to
this Section 2.4(b). In the event that the aggregate purchase
price of Additional Notes that all of the Noteholders intend to
purchase exceeds $11,933,348, then the amount of Additional Notes
to be issued and sold to each Noteholder shall be reduced on as
nearly a pro rata basis as practicable.



     9. Amendment to Section 6.1.14. Section 6.1.14 of the Purchase Agreement
is hereby amended to add the following language as sub-paragraph (b)
thereunder:




     (b) Neither the Issuer nor any Subsidiary shall amend any
Indebtedness document of any kind whatsoever without the consent of
the Required Holders; provided that neither the Issuer nor any
Subsidiary shall be required to obtain the consent of the Required
Holders with respect to amendments to Indebtedness documents to
which the CIT Group/Equipment Financing, Inc. is a party.



     10. Ratification of Purchase Agreement. The parties hereto hereby ratify
and confirm all of the terms and conditions of the Purchase Agreement, as
amended hereby, and except as modified, amended or supplemented by this
Amendment, all of the terms and provisions of the Purchase Agreement shall
remain in full force and effect.



     11. Waivers. Each of the New Additional Noteholders hereby consents to
the issuance of the New Additional Notes and all of the other transactions
contemplated by this Amendment, including, without limitation, the taking of
any action with respect to collateral and the issuance of additional New
Additional Notes, and in furtherance thereof hereby waive compliance with all
of the provisions contained in the Purchase Agreement and the other Documents
to the fullest extent necessary to permit the execution and delivery of this
Agreement, the issuance of the New Additional Notes and all of the other
transactions contemplated by this Agreement.



     12. Required Noteholders. The Obligors and the New Additional Noteholders
acknowledge and agree that such New Additional Noteholders represent the
“Required Noteholders” as defined in the Purchase Agreement.



     13. Counterparts; Effectiveness. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. This Amendment shall become effective when counterparts hereof have
been executed by the Issuer and each Noteholder listed on the signature pages
hereof.



     14. Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meanings or interpretation of this
Amendment or any provisions hereof.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.


	 	 	 	 	 
	 	ISSUER:





HORIZON OFFSHORE, INC.

 	 
	 	By:  	/s/ David W. Sharp	 
	 	 	Name:  David W. Sharp	 
	 	 	Title:    Executive Vice President	 
	 




[Amendment to May Purchase Agreement]




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	 	GUARANTORS:





HORIZON VESSELS, INC.

 	 
	 	By:  	/s/
David W. Sharp	 
	 	 	Name:  David W. Sharp	 
	 	 	Title:    Executive Vice
President	 
	 



[Amendment to May Purchase Agreement]




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	 	HORIZON OFFSHORE CONTRACTORS, INC.

 	 
	 	By:  	/s/
David W. Sharp	 
	 	 	Name:  David W. Sharp	 
	 	 	Title:    Executive Vice
President	 
	 



[Amendment to May Purchase Agreement]




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	 	HORIZON SUBSEA SERVICES, INC.

 	 
	 	By:  	/s/
David W. Sharp	 
	 	 	Name:  David W. Sharp	 
	 	 	Title:    Executive Vice
President	 
	 



[Amendment to May Purchase Agreement]




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	 	HORIZON VESSELS INTERNATIONAL, LTD.

 	 
	 	By:  	/s/
David W. Sharp	 
	 	 	Name:  David W. Sharp	 
	 	 	Title:    Executive Vice
President	 
	 



[Amendment to May Purchase Agreement]




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	 	HorizEN, LLC

 	 
	 	By:  	/s/
David W. Sharp	 
	 	 	Name:  David W. Sharp	 
	 	 	Title:    Executive
Vice President	 
	 



[Amendment to May Purchase Agreement]




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

 	 
	 	By:  	/s/ Bill
J. Lam	 
	 	 	Name:  Bill
J. Lam	 
	 	 	Title:    Sole
Manager	 
	 



[Amendment to May Purchase Agreement]




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

 	 
	 	By:  	/s/ Bill
J. Lann	 
	 	 	Name:  Bill
J. Lann	 
	 	 	Title:    President	 
	 



[Amendment to May Purchase Agreement]




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	 	 	NEW ADDITIONAL NOTEHOLDERS:
	 
	 	 	 	 	 	 
	 	 	ELLIOTT ASSOCIATES, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Elliott Capital Advisors, L.P.,
	 	 	 	 	as General Partner
	 
	 	 	 	 	 	 
	 	 	By:	 	Braxton Associates, Inc.,
	 	 	 	 	as General Partner
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Elliot Greenberg
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Elliot Greenberg
	

	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 
	 	 	Aggregate Principal Amount: $2,384,284.08
	 
	 	 	 	 	 	 
	 	 	Address:	 	712 Fifth Avenue
	

	 	 	 	 	 	36th Floor
	

	 	 	 	 	 	New York, New York 10019
	 
	 	 	 	 	 	 
	 	 	ELLIOTT INTERNATIONAL, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Elliott International Capital Advisors Inc.,
	 	 	 	 	as Attorney-in-Fact
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Elliot Greenberg

	 	 	 	 	
 
	

	 	 	 	Name:
	 	Elliot Greenberg
	

	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 
	 	 	Aggregate Principal Amount: $3,576,426.10
	 
	 	 	 	 	 	 
	 	 	Address:	 	712 Fifth Avenue
	

	 	 	 	 	 	36th Floor
	

	 	 	 	 	 	New York, New York 10019







[Amendment to May Purchase Agreement]




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	 	 	FALCON MEZZANINE PARTNERS, LP
	 
	 	 	 	 	 	 
	 	 	By:	 	Falcon Mezzanine Investments, LLC, its
	 	 	 	 	General Partner
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Eric Y. Rogoff
	 	 	 	 	
 
	

	 	 	 	Name:	 	Eric Y. Rogoff
	

	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	Aggregate Principal Amount: $5,259,450.45
	 
	 	 	 	 	 	 
	 	 	Address:	 	60 Kendrick Street
	

	 	 	 	 	 	Needham, Massachusetts 02494
	 
	 	 	 	 	 	 
	 	 	Telecopier No.: (781) 247-7299





[Amendment to May Purchase Agreement]


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	 	 	B. RILEY & CO., INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Bryant Riley
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Bryant Riley
	

	 	 	 	Title:
	 	Chairman
	 
	 	 	 	 	 	 
	 	 	Aggregate Principal Amount: $210,378.42
	 
	 	 	 	 	 	 
	 	 	Address:	 	11100 Santa Monica Blvd., Suite 800
	

	 	 	 	 	 	Los Angeles, CA 90025






[Amendment to May Purchase Agreement]


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	 	 	SACC PARTNERS, LP
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Tom Kelleher
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Tom Kelleher
	

	 	 	 	Title:
	 	General Partner
	 
	 	 	 	 	 	 
	 	 	Aggregate Principal Amount: $2,384,284.06
	 
	 	 	 	 	 	 
	 	 	Address:	 	11100 Santa Monica Blvd., Suite 800
	

	 	 	 	 	 	Los Angeles, CA 90025





[Amendment to May Purchase Agreement]


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	 	 	LLOYD I. MILLER
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Lloyd I. Miller
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Lloyd I. Miller
	

	 	 	 	in his individual capacity
	 
	 	 	 	 	 	 
	 	 	Aggregate Principal Amount: $2,699,851.69
	 
	 	 	 	 	 	 
	 	 	Address:	 	4550 Gordon Drive
	

	 	 	 	 	 	Naples, FL 34102





[Amendment to May Purchase Agreement]


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	 	 	MILFAM I, L.P.
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Lloyd I. Miller
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Lloyd I. Miller
	

	 	 	 	Title:
	 	Limited Partner
	 
	 	 	 	 	 	 
	 	 	Aggregate Principal Amount: $2,699,851.69
	 
	 	 	 	 	 	 
	 	 	Address:	 	4550 Gordon Drive
	

	 	 	 	 	 	Naples, FL 34102







[Amendment to May Purchase Agreement]




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EXHIBIT A




NEW ADDITIONAL NOTES PURCHASED BY INVESTORS




	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount of	 	 
	 	 	Notes to be	 	 
	Purchaser
	 	Purchased
	 	Purchase Price

	Elliott Associates, L.P.
	 	$	1,324,500	 	 	$	1,059,600	 
	Elliott International, L.P.
	 	$	1,986,750	 	 	$	1,589,400	 
	Falcon Mezzanine Partners, LP
	 	$	1,875,000	 	 	$	1,500,000	 
	B. Riley & Co., Inc.
	 	$	116,250	 	 	$	93,000	 
	SACC Partners, LP
	 	$	1,323,750	 	 	$	1,059,000	 
	Lloyd I. Miller
	 	$	1,499,375	 	 	$	1,199,500	 
	MilFam I, L.P.
	 	$	1,499,375	 	 	$	1,199,500	 
	 
	 	 	
 	 	 	 	
 	 
	Total:
	 	$	9,625,000	 	 	$	7,700,000	 
	 
	 	 	
 	 	 	 	
 	 







A-1