AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Exhibit 10.3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 to Rights Agreement (this “Amendment”) is dated and effective as of
September 13, 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, the Company and Mellon entered into that certain Amendment No. 1 to the Rights
Agreement, dated March 30, 2005; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent
desire to amend the definition of Final Expiration Date in Section 1 of the Rights Agreement to
ensure that the Rights expire on September 30, 2005;
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 Final Expiration Date in Section 1 of the Rights Agreement is hereby
amended, such that, as amended, it shall read in its entirety as follows:
“Final Expiration Date” means the close of business on September 30, 2005.
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 |
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By:
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/s/ Xxxxx X. Xxxxx |
By: | /s/ Xxxxxx Xxxx |
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| Xxxxx X. Xxxxx President and Chief Executive Officer |
Name: Xxxxxx Xxxx Title: Client Relationship Executive |
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