exv10w2



 






Exhibit 10.2



THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.



THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (III) TO AN ACCREDITED INVESTOR IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES, AND
(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.



THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A CONVERSION. AS A
RESULT, FOLLOWING ANY CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT
REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SET FORTH BELOW.



PURSUANT TO SECTION 2 HEREIN, THE OBLIGATIONS UNDER THIS NOTE ARE SUBJECT TO CERTAIN SUBORDINATION
PROVISIONS.




SUBORDINATED CONVERTIBLE NOTE DUE MARCH 31, 2010




	 	 	 
	Note No.:           

	 	Original Principal
	Issuance Date: December    , 2005

	 	Amount: $                    
	 

	 	New York, New York  





     This Note (“Note”) is a duly authorized note of HORIZON OFFSHORE, INC., a
corporation duly organized and existing under the laws of the State of Delaware (the “Company”),
designated as the Company’s Subordinated Convertible Notes Due March 31, 2010 (“Maturity Date”).



     For Value Received, the Company hereby promises to pay to the order of
                                        , or its permitted registered assigns or successors-in-interest (“Holder”) the



 









 




principal sum of [PRINCIPAL] (U.S. $                    ) on the Maturity Date. No interest shall
accrue on the principal amount hereunder.




     All payments on this Note shall be made in lawful money of the United States of America by
wire transfer of immediately available funds to such account as the Holder may from time to time
designate by written notice in accordance with the provisions of this Note or by Company check.
This Note may not be prepaid in whole or in part except as otherwise provided herein. Whenever any
amount expressed to be due by the terms of this Note is due on any day which his not a Business Day
(as defined below), the same shall instead be due on the next succeeding day which is a Business
Day.



     Capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Exchange Agreement dated December ___, 2005, pursuant to which the Note was originally issued
(the “Exchange Agreement”). For purposes hereof the following terms shall have the meanings
ascribed to them below:



     Section 1. Definitions. For purposes hereof the following terms shall have the
meanings ascribed to them below:



     “Act” shall mean the Securities Act of 1933, as amended.



     “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which commercial
banks in the City of New York are authorized or required by law or executive order to remain
closed.



     “Capitalized Lease Liabilities” means all monetary obligations of the Company and its
Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, are or would
be classified as capitalized leases.



     “Conversion Price” shall equal, subject to the adjustments set forth herein, $0.38 provided
that, subject to adjustment set forth herein, the Conversion Price shall be increased to $.48 on
January 1, 2006.



     “Convertible Securities” means any convertible securities, warrants, options or other rights
to subscribe for or to purchase or exchange for, shares of Common Stock.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Indebtedness” of any Person means, without duplication:



          (a) all obligations of such Person for borrowed money (including all notes payable and drafts
accepted representing extensions of credit) and all obligations of such Person evidenced by bonds,
Notes, notes or other similar instruments on which interest charges are customarily paid;




          (b) all obligations, contingent or otherwise, relative to the face amount of all letters of
credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;




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          (c) all Capitalized Lease Liabilities of such Person (to the extent required by GAAP to be
included on the balance sheet of such Person);




          (d) whether or not so included as liabilities in accordance with GAAP (i) all obligations of
such Person to pay the deferred purchase price of property or services (excluding trade accounts
payable for other than borrowed money arising in the ordinary course of business) and indebtedness
secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse, and (ii) all
obligations (contingent or otherwise) to guarantee, purchase or otherwise acquire, or otherwise
assure a creditor against loss in respect of, Indebtedness of another Person;




          (e) all net obligations of such Person under Interest Rate Contracts; and




          (f) all obligations of such Person to redeem, purchase or otherwise retire or extinguish any
of its Stock, or any warrants, options or rights to acquire its Stock, at a fixed or determinable
date (whether by operation of a sinking fund or otherwise), at another’s option or upon the
occurrence of a condition not solely within the control of such Person (e.g., redemption from
future earnings).




     “Instrument” means any contract, agreement, letter of credit, indenture, mortgage, deed,
certificate of title, document or writing (whether by formal agreement, letter or otherwise) under
which any obligation is evidenced, assumed or undertaken, any Lien (or right or interest therein)
is granted or perfected, or any property (or right or interest therein) is conveyed.



     “Interest Rate Contract” means any interest rate cap agreement, interest rate collar
agreement, interest rate swap agreement or other agreement or arrangement designed to protect
against fluctuations in interest rates.



     “Lien” means any mortgage, pledge, hypothecation, assignment, charge, deposit arrangement,
encumbrance, lien (statutory or other), adverse claim or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any financing lease involving substantially the same
economic effect as any of the foregoing and the filing of any financing statement under the UCC or
comparable law of any jurisdiction).



     “Person” means any natural person, corporation, partnership, limited liability company, firm,
association, government, governmental agency or any other entity, whether acting in an individual,
fiduciary or other capacity.



     “Principal Amount” means the principal amount of this Note.



     “Proceeding” means (a) any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to any of the Company or its
Subsidiaries, its properties or its creditors as such, (b) any proceeding for any liquidation,
dissolution or other winding-up of any of the Company or its Subsidiaries, whether voluntary or
involuntary, and whether or not involving insolvency or bankruptcy proceedings, or (any assignment
for the benefit of creditors or marshaling of assets of any of the Company or its



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Subsidiaries or the appointment of a trustee, receiver, sequestrator or other custodian for
any of the Company or its Subsidiaries any of their properties.




     “Senior Debt” means the principal of and accrued interest on all Indebtedness incurred by any
of the Company or its Subsidiaries under any of the Senior Debt Documents, reduced by the amount of
all principal repayments of any such Indebtedness consisting of term loans and, without
duplication, the amount of all permanent reductions of commitments under any revolving facilities
under which Senior Debt may be incurred. Senior Debt shall also include any refinancing of
Indebtedness



     “Senior Debt Documents” means those documents set forth in Schedule 1.



     “Senior Lender” means any holder of Senior Debt and “Senior Lenders” means the
holders, collectively, of Senior Debt.



     “Stock” means all shares of capital stock of or in a corporation, whether voting or non
voting, and including, without limitation, common stock and preferred stock.



     “Subsidiary” means, with respect to any Person, (1) any corporation of which the outstanding
Stock having a least a majority of the votes entitled (without regard to the occurrence of any
contingency) to be cast in the election of directors under ordinary circumstances shall at the time
be owned, directly or indirectly, by such Person; or (2) any other Person of which at least a
majority of the voting interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person. Except as otherwise indicated herein, references to Subsidiaries
shall refer to Subsidiaries of the Issuer.



     Section 2. Subordination.



          (a) Subordination. This Note shall be and hereby is expressly made subordinate for
all purposes to the Senior Debt to the extent and in the manner provided herein.




          (b) Subordination in Event of Insolvency or Liquidation, Etc. (i) In the event of any
Proceeding, (1) the Senior Debt shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made in respect of this Note, and (2) any
payment or distribution of assets which would otherwise (but for this provision) be payable or
deliverable in respect of this Note shall be paid or delivered directly to the Senior Lenders for
application to and payment of the Senior Debt until all Senior Debt shall have been paid in full.




               (ii) The Holder agrees that if it has not filed appropriate claims or proofs of claim in
respect of the Note in any Proceeding within thirty (30) days of any bar date, the Senior Lenders
may file such claims or proofs of claim on its behalf.



          (c) Turnover of Improper Payments. If any payment or distribution, whether in cash,
securities or other property, shall be received by the Holder in contravention of any of the terms
hereof, such payment or distribution shall be received and held in trust for the benefit of the
Senior Lenders, and shall be promptly paid over and delivered to the Senior Lenders for

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application to the payment of the Senior Debt to the extent necessary to cause the Senior Debt
to be paid in full.




          (d) Subrogation. At such time as the Senior Debt has been paid in full, the Holder
shall be subrogated to any rights of the Senior Lenders in and to the Senior Debt and any security
therefor, to the extent paid by or on behalf of the Holder, and to receive any further payments or
distributions of assets of the Company applicable to the Senior Debt until the Note shall be paid
in full. For purposes of such subrogation, no payments or distributions to the Senior Lenders of
any cash, property or securities to which the Holder would be entitled except for the provisions of
this Section 2 shall, as among the Company and its creditors other than the Senior Lenders on the
one hand and the Holder on the other hand, be deemed to have been made as a payment by any of them
to or on account of the Senior Debt.




          (e) Reinstatement. The provisions of this Section 2 shall continue to be effective or
be reinstated, as the case may be, if at any time any payment in respect of the Senior Debt is
rescinded or must otherwise be returned by the Senior Lenders in the event of a Proceeding, all as
though such payment had not been made.




          (f) Company Obligations Absolute. Nothing contained herein shall impair, as among the
Company and the Holder, the obligation of the Company to pay to the Holder all amounts payable in
respect of this Note as and when the same shall become due and payable in accordance with the terms
hereof, or prevent the Holder from exercising all rights, powers and remedies otherwise permitted
by applicable law or upon an Event of Default with respect to this Note.




          (g) Certain Payments and Distributions. Nothing contained herein shall prohibit the
payment or distribution on account of this Note that is made in the form of equity securities of
the Company, or in the form of debt securities or other evidences of Indebtedness that are
subordinated in right of payment to the Senior Debt at least to the extent and the same terms as
provided for in this Note.




          (h) No Waiver or Impairment of Subordination Provisions. The subordination effected
by this Section 2 is a continuing subordination, and the Holder hereby agrees that at any time and
from time to time, without notice to it, but subject in each case to any limitation set forth in
the definition of Senior Debt: (a) the time for the Company’s performance of or compliance with any
of its agreements contained in any Senior Debt Document may be extended or such performance or
compliance may be waived by the applicable Senior Lenders; (b) a Senior Debt agreement may be
amended for the purpose of adding any provisions thereto or increasing the amount of, or changing
the terms of, the Senior Debt or changing in any manner the rights of any Senior Lender or any
obligor thereunder; (c) payment of any Senior Debt or any portion thereof may be extended; (d) the
maturity of the Senior Debt may be accelerated on a default or an event of default; and (e) any
collateral security therefor may be exchanged, sold, surrendered, released or otherwise dealt with,
in accordance with the terms of any Senior Debt Agreements; all without impairing or affecting the
obligations of the Holder. The Holder hereby unconditionally waives notice of the incurrence of
Senior Debt or any part thereof and reliance by any Senior Lender upon the subordination of this
Note to the Senior Debt.




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          (i) Reliance by Senior Lenders on Subordination Provisions. Holder, by accepting this
Note, and the Company acknowledge and agree that the subordination provisions contained in this
Section 2 are, and are intended to be, an inducement and a consideration to each holder of any
Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the
Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of
such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior Debt.




Section 3. Conversion.




          (a) Conversion Right of Holder. Subject to the terms hereof, the Holder shall have
the right, at such Holder’s option, at any time and from time to time on or prior to 5:00 p.m., New
York City time, on February 28, 2006, to convert the outstanding Principal Amount under this Note
in whole or in part by delivering to the Company a fully executed notice of conversion in the form
of conversion notice attached hereto as Exhibit A (the “Conversion Notice”), which may be
transmitted by facsimile.




          (b) Common Stock Issuance Upon Conversion.




               (i) Conversion Date Procedures. Upon conversion of this Note pursuant to Section 3(a) above,
the outstanding Principal Amount hereunder shall be converted into such number of fully paid,
validly issued and non-assessable shares of the Company’s common stock, par value $ .00001 per
share (“Common Stock”), free of any liens, claims and encumbrances (other than liens, claims and
encumbrances due to actions taken by Holder), as is determined by dividing the outstanding
Principal Amount being converted by the then applicable Conversion Price and the rights of the
Holder under this Note shall cease and the Holder shall be treated for all purposes as having
become an owner of Common Stock. The date of any Conversion Notice hereunder shall be referred to
herein as the “Conversion Date”. If a conversion under this Note cannot be effected in full for
any reason, or if the Holder is converting less than all of the outstanding Principal Amount
hereunder pursuant to a Conversion Notice, the Company shall, promptly after surrender by the
Holder of this Note to the Company, promptly deliver to the Holder, upon request, (but no later
than five (5) Trading Days after the later of the Conversion Date and such request) a Note for such
outstanding Principal Amount as has not been converted if this Note has been surrendered to the
Company for partial conversion. The Holder shall not be required to physically surrender this Note
to the Company upon any conversion hereunder unless the full outstanding Principal Amount
represented by this Note is being converted or repaid, in which case the Holder shall promptly
surrender this Note to the Company. The Holder and the Company shall maintain records showing the
outstanding Principal Amount so converted and repaid and the dates of such conversions or
repayments or shall use such other method, reasonably satisfactory to the Holder and the Company,
so as not to require physical surrender of this Note upon each such conversion or repayment.



               (ii) Stock Certificates. The Company will deliver to the Holder not later than five (5)
Trading Days after the later of (i) the Conversion Date and (ii) delivery to the Company of the
Conversion Notice, together with any certificates or opinions required to be delivered therewith,
provided that no such certificates or opinions shall be due if the Common



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Stock issuable upon conversion is to be issued in the name of the Holder (such later date, the
“Delivery Date”), a certificate or certificates, representing the number of shares of Common Stock
being acquired upon the conversion of this Note. If in the case of any conversion hereunder, such
certificate or certificates are not delivered to or as directed by the Holder by the Delivery Date,
the Holder shall be entitled by written notice to the Company at any time on or before its receipt
of such certificate or certificates thereafter, to rescind such conversion, in which event the
Company shall immediately return this Note tendered for conversion.




          (c) Conversion Price Adjustments.




               (i) Stock Dividends, Splits and Combinations. If the Company or any of its Subsidiaries, at
any time while the Note is convertible (A) shall pay a stock dividend or otherwise make a
distribution or distributions of Common Stock or Convertible Securities, (B) subdivide the
outstanding Common Stock into a larger number of shares, or (C) combine the outstanding Common
Stock into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding before such event
and the denominator of which shall be the number of shares of Common Stock outstanding after such
event. Any adjustment made pursuant to this Section 3(c) shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a
subdivision or combination.



               (ii) Rounding of Adjustments. All calculations under this Section 3 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.



               (iii) Notice of Adjustments. Whenever any Conversion Price is adjusted pursuant to Section
3(c)(i), the Company shall promptly deliver to the Holder of this Note, a notice setting forth the
Conversion Price after such adjustment and setting forth a brief statement of the facts requiring
such adjustment, provided that any failure to so provide such notice shall not affect the automatic
adjustment hereunder.



               (iv) Notice of Certain Events. If:




               (A) the Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any class or of any
rights; or




               (B) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock of the Company, any consolidation or merger to
which the Company is a party, any sale or transfer of all or substantially all of the assets
of the Company, of any compulsory share of exchange whereby the Common Stock is converted
into other securities, cash or property; or




               (C) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company;


then the Company shall cause to be mailed to the Holder at its last address as it shall appear upon
the books of the Company, on or prior to the date notice to the Company’s stockholders generally

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is given but in any event, on a date that will provide sufficient notice to the Holder to convert
this Note prior to the occurrence of the relevant transaction, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distributions, redemption, rights or warrants are to be
determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock
for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange.




          (d) Reservation and Issuance of Underlying Securities. The Company covenants that it
will at all times reserve and keep available out of its authorized and unissued Common Stock solely
for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other
actual contingent purchase rights of persons other than the holders of the Notes, such number of
shares of Common Stock as shall be issuable hereunder. The Company covenants that all shares of
Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully
paid, and nonassessable.




          (e) No Fractions. Upon a conversion hereunder the Company shall not be required to
issue stock certificates representing fractions of shares of Common Stock, but may if otherwise
permitted, make a cash payment in respect of any final fraction of a share based on the closing
price of a share of Common Stock at such time. If the Company elects not, or is unable, to make
such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a
share, one whole share of Common Stock.




          (f) Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock
upon the conversion of this Note by the Holder shall be made without charge to the holder hereof
for any issue or transfer tax or other similar incidental expense in respect of the issuance of
such certificate, all of which issue or transfer taxes and other similar incidental expenses shall
be paid by the Company, and such certificates shall be issued in the name of the Holder or in such
name or names as may be directed by the Holder; provided, however, that in the
event certificates for shares of Common Stock are to be issued in a name other than the name of the
Holder, this Note when surrendered for conversion shall be accompanied by an assignment form.




          (g) Cancellation. After all of the Principal Amount has been paid in full or
converted into Common Stock, this Note shall automatically be deemed canceled and the Holder shall
promptly surrender this Note to the Company at the Company’s principal executive offices.




          (h) Notices Procedures. Any and all notices or other communications or deliveries to
be provided by the Holder hereunder, including, without limitation, any Conversion Notice, shall be
in writing and delivered personally, by confirmed facsimile, or by a nationally recognized
overnight courier service to the Company at the facsimile telephone number or address of the
principal place of business of the Company as set forth in the Exchange Agreement. Any and all
notices or other communications or deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by facsimile, or by a nationally

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recognized overnight courier service addressed to the Holder at the facsimile telephone number
or address of the Holder appearing on the books of the Company, or if no such facsimile telephone
number or address appears, at the principal place of business of the Holder. Any notice or other
communication or deliveries hereunder shall be deemed delivered (i) upon receipt, when delivered
personally, (ii) when sent by facsimile, upon receipt if received on a Business Day prior to 5:00
p.m. (Eastern Time), or on the first Business Day following such receipt if received on a Business
Day after 5:00 p.m. (Eastern Time) or (iii) upon receipt, when deposited with a nationally
recognized overnight courier service.




     Section 4. Events of Default. The term “Event of Default” shall mean any of the
events set forth in this Section 4.



          (a) Non-Payment of Obligations. The Company shall default in the payment when due of
any principal of this Note.




          (b) Bankruptcy, Insolvency, etc. The Company or any Subsidiary shall:




               (i) become insolvent or generally fail to pay, or admit in writing its inability to pay, its
debts as they become due;



               (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for itself or any of its property, or make a general assignment for
the benefit of creditors;



               (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist
the appointment of a trustee, receiver, sequestrator or other custodian for itself or for any of
its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged
within sixty (60) days;



               (iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution,
winding up or liquidation proceeding, in respect of the Company or any Subsidiary and, if such case
or proceeding is not commenced by the Company or Subsidiary, such case or proceeding shall be
consented to or acquiesced in by the Company or such Subsidiary or shall result in the entry of an
order for relief or shall remain for sixty (60) days undismissed; or



               (v) take any corporate action authorizing, or in furtherance of, any of the foregoing.



          (c) Default on Other Indebtedness, Contracts, etc. (a) Any Indebtedness of the
Company or any Subsidiary in an aggregate principal amount exceeding $250,000 (other than the Note)
shall not be paid at its stated maturity or shall be duly declared to be or shall become due and
payable prior to the stated maturity thereof, (b) there shall occur and be continuing any event
under any Instrument relating to any such Indebtedness, the effect of which is to cause such
Indebtedness to become due prior to its stated maturity, or (c) the holder or holders of such
Indebtedness, or any trustee, agent or other representative on behalf of such holder or holders,
shall have demanded or required, pursuant to the terms of any Instrument relating to such

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Indebtedness, that the Company or any Subsidiary redeem, repurchase or otherwise acquire or
retire such Indebtedness for value at any time prior to its stated maturity.




          (d) Action if Bankruptcy. If any Event of Default described in Section 4(b) shall
occur, the outstanding Principal Amount shall automatically be and become immediately due and
payable without notice, demand or presentment.




          (e) Action if Other Event of Default. If any Event of Default (other than any Event
of Default described in Section 4(b)) shall occur for any reason, whether voluntary or involuntary,
and be continuing, the Holder may, upon notice or demand, declare all or any portion of the
outstanding principal amount of the Note to be due and payable, whereupon the full unpaid amount of
the Note which shall be so declared due and payable shall be and become immediately due and payable
without further notice, demand, or presentment.




     Section 5. Miscellaneous.



          (a) The provisions of this Note may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and, (x) in the case of an amendment or
modification, is consented to by the Company and the Holder and the (y) in the case of a waiver of
any obligation of the Company or compliance with any prohibition contained in this Agreement, is
consented to by the Holder.




          (b) Notices. All notices hereunder shall be in writing or by telecopy (confirmed in
writing) and shall be sufficiently given to the Holder, the Company or any Guarantor if addressed
or delivered to them at the following addresses:




	 	 	 	 	 
	 

	 	If to the Holder:
	 	[                                        ]
	 
	 	 	 	 
	 

	 	 	 	Facsimile:
	 
	 	 	 	 
	 

	 	with copies to:
	 	[                                        ]
	 
	 	 	 	 
	 

	 	If to the Company:
	 	Horizon Offshore, Inc.
	 

	 	 	 	2500 CityWest Boulevard, Suite 2200
	 

	 	 	 	Houston, Texas 77042
	 

	 	 	 	Attention: Executive Vice President and
	 

	 	 	 	                     Chief Financial Officer
	 

	 	 	 	Facsimile: (713) 361-2677
	 
	 	 	 	 
	 

	 	with copies to:
	 	Jones, Walker, Waechter, Poitevent,
	 

	 	 	 	Carrere & Denegre, L.L.P.
	 

	 	 	 	201 St. Charles Avenue, Suite 5100
	 

	 	 	 	New Orleans, Louisiana 70170
	 

	 	 	 	Attention: William B. Masters, Esq.
	 

	 	 	 	Telecopier No.: (504) 582-8012






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or at such other address as any party may designate to any other party by written notice. All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; when received, if deposited in the mail postage prepaid; when transmission
is verified, if telecopied; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.




          (c) No failure or delay on the part of Holder in exercising any power or right under this Note
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on the Company in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by any Holder shall, except as may be
otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver
or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be
granted hereunder.




          (d) Holder shall be under no obligation to marshal any assets in favor of the Company or any
other party or against or in payment of any or all of this Note. To the extent that the Company
makes a payment or payments to the Holder, and such payment or payments or any part thereof are
subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver
or any other party under any bankruptcy law, state or federal law, common law or equitable cause,
then to the extent of such recovery, the obligation or part thereof originally intended to be
satisfied, and all rights and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made.




          (e) Costs and Expenses. The Company agrees to pay all reasonable charges and
expenses, including attorneys’ fees and expenses, which may be incurred by the Holder in the
successful enforcement of this Note, or collecting any amount due under this Note.




          (f) Severability. Any provision of this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions of this Note or
affecting the validity or enforceability of such provision in any other jurisdiction.




          (g) Governing Law. (i) THIS NOTE SHALL BE DEEMED MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK.




               (ii) The Company hereby agrees that any legal action or proceeding against it with respect to
this Note may be brought in the courts of the State of New York or of the United States of America
for the Southern District of New York as any Holder may elect, and, by execution and delivery
hereof, it accepts and consents for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall
be exclusive. The Company hereby irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of the copies thereof by
certified mail, return receipt requested, postage prepaid, to it at its address set forth herein,
such service to become effective upon the earlier of (i) the date 10 calendar days after such
mailing and (ii) any earlier date permitted by applicable law. The Company hereby agrees that
Sections 5-1401 and 5-1402 of the General Obligations Law of the



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State of New York shall apply to this Note and waives any right to stay or to dismiss any
action or proceeding brought before said courts on the basis of forum non conveniens. Nothing
herein shall affect the right of Holder to bring proceedings against the Company in the courts of
any other jurisdiction or to serve process in any other manner permitted by applicable law.




               (iii) The Company, hereby irrevocably designates, appoints and empowers CT Corporation System,
whose present address is 111 Eighth Avenue, New York, New York 10011, as its authorized agent to
receive, for and on its behalf and its property, service of process in the State of New York when
and as such legal actions or proceedings may be brought in the courts of the State of New York or
of the United States of America sitting in New York, and such service of process shall be deemed
complete upon the date of delivery thereof to such agent whether or not such agent gives notice
thereof to such Obligor, or upon the earliest of any other date permitted by applicable law. It is
understood that a copy of said process served on such agent will as soon as practicable be
forwarded to the Company at its address set forth in Section 5(b) above, but its failure to receive
such copy shall not affect in any way the service of said process on said agent as such agent of
such Obligors. The Company agrees that it will at all times continuously maintain an agent to
receive service of process in the State of New York on behalf of itself and its properties and in
the event that, for any reason, the agent named above or its successor shall no longer serve as its
agent to receive service of process in the State of New York on its behalf, it shall promptly
appoint a successor so to serve and shall advise the Holder thereof (and shall furnish to the
Holder the consent of any successor agent so to act).



          (h) Successors and Assigns. This Note shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns; provided, however, that
the Company may assign or transfer its rights or obligations hereunder without the prior written
consent of the Holder. This Note shall be freely transferable, without restriction, subject to
compliance with applicable securities laws.




          (i) Waiver of Jury Trial, etc. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THE NOTE, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE COMPANY.




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     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on December ___, 2005.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	HORIZON OFFSHORE, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





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EXHIBIT A




FORM OF CONVERSION NOTICE




(To be Executed by the Holder

in order to Convert a Note)



The undersigned hereby elects to convert the aggregate outstanding Principal Amount (as defined in
the Note) indicated below of this Note into shares of Common Stock, $.00001 par value per share
(the “Common Stock”), of HORIZON OFFSHORE, INC. (the “Company”) according to the conditions hereof,
as of the date written below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is
delivering herewith such certificates and opinions as reasonably requested by the Company in
accordance therewith, including an opinion of counsel reasonably satisfactory to the Company that
registration of this issuance is not required under the Securities Act of 1933, as amended. No fee
will be charged to the holder for any conversion, except for such transfer taxes, if any.




	 	 	 
	Conversion information:
	 	 
	 

	 	 
	 

	 	Date to Effect Conversion
	 
	 	 
	 

	 	 
	 

	 	Aggregate Principal Amount of Note Being Converted
	 
	 	 
	 

	 	 
	 

	 	Number of Shares of Common Stock to be Issued
	 
	 	 
	 

	 	 
	 

	 	Applicable Conversion Price
	 
	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	 
	 

	 	Name
	 
	 	 
	 

	 	 
	 

	 	Address






 









 






SCHEDULE 1

SENIOR DEBT DOCUMENTS





	(1)	 	Loan Agreement, dated December 30, 1998, among Horizon Vessels, Inc., Horizon Offshore
Contractors, Inc., The CIT Group/Equipment Financing, Inc., Heller Financial Leasing, Inc., U.
S. Bancorp Leasing & Financial and Safeco Credit Company, Inc., as amended through the date
hereof, and any notes, guarantees, security agreements and mortgages executed with respect
thereto
	 
	(2)	 	Financing Agreement, dated as of March 31, 2005, by and among Horizon Offshore, Inc., the
borrowers listed on the signature pages thereto, the guarantees listed on the signature pages
thereto, and Manchester Securities Corp., as agent for the lenders thereunder, and any notes,
guarantees, security agreements and mortgages executed with respect thereto.
	 
	(3)	 	Loan Agreement, dated June 29, 2001, between Horizon Vessels, Inc. and General Electric
Capital Corporation, as amended through the date hereof, and any notes, guarantees, security
agreements and mortgages executed with respect thereto
	 
	(4)	 	Amended and Restated Loan Agreement, executed March 11, 2004 but dated June 29, 2001, between
Horizon Vessels, Inc., Horizon Offshore, Inc. and Horizon Offshore Contractors, Inc. and
Wachovia Bank, National Association (successor by merger to SouthTrust Bank), as amended
through the date hereof, and any notes, guarantees, security agreements and mortgages executed
with respect thereto
	 
	(5)	 	Loan Agreement, dated June 30, 2003, between Horizon Vessels International Ltd. and General
Electric Credit Corporation of Tennessee, as amended through the date hereof, and any notes,
guarantees, security agreements and mortgages executed with respect thereto