January 25, 2023

EXHIBIT 4.32

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January 25, 2023

Helix Energy Solutions Group, Inc.

0000 X. Xxx Xxxxxxx Xxxx X, Xxxxx 000

Houston, Texas 77043

Attention: Xxxx Xxxxxxxxx

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RE: LOAN, SECURITY AND GUARANTY AGREEMENT dated as of September 30, 2021 (as amended, modified or supplemented from time to time, the “Loan Agreement”), among HELIX ENERGY SOLUTIONS GROUP, INC., a Minnesota corporation (“Helix”), HELIX WELL OPS INC., a Texas corporation (“Well Ops”), HELIX ROBOTICS SOLUTIONS, INC., a Texas corporation (“Robotics”), DEEPWATER ABANDONMENT ALTERNATIVES, INC., a Texas corporation (“Deepwater”), ALLIANCE OFFSHORE, L.L.C., a Louisiana limited liability company (“Alliance Offshore”), TRITON DIVING SERVICES LLC, a Louisiana limited liability company (“Triton”), ALLIANCE ENERGY SERVICES LLC, a Louisiana limited liability company (“Alliance Energy” and together with Helix, Well Ops, Robotics, Alliance Offshore and Triton, each a “U.S. Borrower” and collectively, “U.S. Borrowers”), HELIX WELL OPS (U.K.) LIMITED, a company incorporated in Scotland with company number SC231293 and having its registered office address at 00 Xxxxx’x Xxxx, Xxxxxxxx, XX00 0XX (“Well Ops U.K.”), HELIX ROBOTICS SOLUTIONS LIMITED, a company incorporated in Scotland with number SC210524 and having its registered office address at 00 Xxxxx’x Xxxx, Xxxxxxxx, XX00 0XX (“Robotics U.K.”, and together with Well Ops U.K., each a “U.K. Borrower” and collectively, “U.K. Borrowers”; and the U.K. Borrowers and U.S. Borrowers collectively, the “Borrowers”), the Guarantors named therein, the financial institutions party to the Loan Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent and as security trustee for the Lenders (in such capacity, “Agent”).  Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Loan Agreement.

Ladies and Gentlemen:

Obligors have requested that the Issuing Banks reallocate their subdivision of the Letter of Credit Subline.  The Issuing Banks have agreed to such reallocation on the terms of this Letter Agreement.

1.Letter of Credit Subline.  Xxxxxx (a) of the definition of “Letter of Credit Subline” set forth in Section 1.1 of the Loan Agreement is hereby amended as follows:

“(a) $10,000,000 (which is subdivided $5,500,000 for Bank of America and $4,500,000 for Xxxxx Fargo Bank, National Association) and”.

2.Conditions to Effectiveness.  This Letter Agreement shall become effective upon the Agent’s receipt of duly executed counterparts of this Letter Agreement from the Obligors, the Agent and the Required Lenders.

3.Ratification of Loan Documents and Collateral. Except as modified by this Letter Agreement, each Obligor hereby ratifies, reaffirms and agrees that each of the Loan Documents, and the

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Xxxxx and security interests created thereby in favor of the Agent, for the benefit of the Lenders, in the Collateral, are and will remain in full force and effect and binding on such Obligor, and are enforceable in accordance with their respective terms and applicable law.  Without limitation to the foregoing, the Borrowers hereby ratify and confirm the Loan Agreement and all of their debts and obligations to the Agent and the Lenders thereunder, and each Guarantor hereby ratifies and confirms its Guaranty and all of its debts and obligations to the Agent and the Lenders thereunder.

4.Miscellaneous.

(a)The Borrowers agree to pay promptly after demand all reasonable and documented fees and expenses incurred by the Agent (including reasonable fees and expenses of counsel to the Agent) in connection with the preparation, negotiation and execution of this Letter Agreement and all related documents in the manner set forth in the Loan Agreement.

(b)This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of NEW YORK.

(c)This Letter Agreement may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this Letter Agreement unless and until a counterpart hereof has been executed by the Obligors, the Agent and the Required Lenders. Delivery of an executed signature page of this Letter Agreement by fax or other electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart hereof.

(d)This Letter Agreement constitutes a “Loan Document” as such term is defined in the Loan Agreement, and all of the terms and provisions of the Loan Agreement relating to Loan Documents shall apply hereto.

Please evidence your agreement to this letter by executing a counterpart hereof where indicated and returning a fully executed counterpart.

[Signature Pages Follow]

AGENT AND LENDERS: ​
BANK OF AMERICA, N.A., as Agent, an Issuing Bank and a U.S. Lender
By:	/s/ Xxxxxxxxx Xxxxx
Name:	Xxxxxxxxx Xxxxx
Title:	Vice President

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BANK OF AMERICA, N.A. (acting through its London Branch), as a U.K. Lender
By:	/s/ Xxxxxxxxx Xxxxx
Name:	Xxxxxxxxx Xxxxx
Title:	Vice President

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Signature Page to Letter Agreement – Helix

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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank and a U.S. Lender
By:	/s/ Xxxxxxx Xxxxxxxx
Name:	Xxxxxxx Xxxxxxxx
Title:	Director

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XXXXX FARGO BANK, NATIONAL ASSOCIATION (acting through its London Branch), as a U.K. Lender
By:	/s/ X. X. Xxxx
Name:	X. X. Xxxx
Title:	Authorised Signatory

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Signature Page to Letter Agreement – Helix

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BORROWERS:

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HELIX ENERGY SOLUTIONS GROUP, INC.
By:	/s/ Xxxx Xxxxxxxxx
​	Name:	Xxxx Xxxxxxxxx
	Title:	Executive Vice President and Chief Financial Officer

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HELIX WELL OPS INC.
By:	/s/ Xxx Xxxxxxx
​	Name:	Xxx Xxxxxxx
	Title:	Vice President and Secretary

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HELIX ROBOTICS SOLUTIONS, INC.
By:	/s/ Xxx Xxxxxxx
​	Name:	Xxx Xxxxxxx
	Title:	Vice President and Secretary

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DEEPWATER ABANDONMENT ALTERNATIVES, INC.
By:	/s/ Xxxx Xxxxxxxxx
​	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President and Treasurer

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HELIX WELL OPS (U.K.) LIMITED
By:	/s/ Xxx Xxxxxxx
​	Name:	Xxx Xxxxxxx
	Title:	Director

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Signature Page to Letter Agreement – Helix

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HELIX ROBOTICS SOLUTIONS LIMITED
By:	/s/ Xxx Xxxxxxx
​	Name:	Xxx Xxxxxxx
	Title:	Director

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ALLIANCE OFFSHORE LLC
By:	Alliance ‎Maritime Holdings, LLC, its sole member
By:	Alliance-Triton GOM Holdings LLC, its sole member
By:	Helix Alliance Decom, LLC, its sole member
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	By:	/s/ Xxxx Xxxxxxxxx
​	​	Name:	Xxxx Xxxxxxxxx
	​	Title:	Vice President and Treasurer

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TRITON DIVING SERVICES LLC
By:	Xxxxxxx Xxxxx Holdings, LLC, its sole member
By:	Alliance ‎Special Ventures Holdings, LLC, its sole member
By:	Alliance-Triton GOM Holdings LLC, its sole member
By:	Helix Alliance Decom, LLC, its sole member
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	By:	/s/ Xxxx Xxxxxxxxx
​	​	Name:	Xxxx Xxxxxxxxx
	​	Title:	Vice President and Treasurer

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ALLIANCE ENERGY SERVICES LLC
By:	Alliance Industry Holdings, LLC, its sole member
By:	Alliance-Triton GOM Holdings LLC, its sole member
By:	Helix Alliance Decom, LLC, its sole member
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	By:	/s/ Xxxx Xxxxxxxxx
​	​	Name:	Xxxx Xxxxxxxxx
	​	Title:	Vice President and Treasurer

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Signature Page to Letter Agreement – Helix

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GUARANTORS:

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HELIX ROBOTICS SOLUTIONS INTERNATIONAL CORP.
By:	/s/ Xxxx Xxxxxxxxx
​	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President and Treasurer

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HELIX ENERGY SOLUTIONS (U.K.) LIMITED
By:	/s/ Xxx Xxxxxxx
​	Name:	Xxx Xxxxxxx
	Title:	Director

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KOMMANDOR LLC
By:	/s/ Xxxx Xxxxxxxxx
​	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President and Treasurer

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HELIX SUBSEA CONSTRUCTION, INC.
By:	/s/ Xxxx Xxxxxxxxx
​	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President and Treasurer

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HELIX ALLIANCE DECOM, LLC
By:	/s/ Xxxx Xxxxxxxxx
​	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President and Treasurer

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Signature Page to Letter Agreement – Helix

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ALLIANCE-TRITON GOM HOLDINGS LLC
By:	Helix Alliance Decom, LLC, its sole member
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	By:	/s/ Xxxx Xxxxxxxxx
​	​	Name:	Xxxx Xxxxxxxxx
	​	Title:	Vice President and Treasurer

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ALLIANCE MARITIME HOLDINGS, LLC WHITNEY CLARE HOLDINGS, LLC ALLIANCE INDUSTRY HOLDINGS, LLC
By:	Alliance-Triton GOM Holdings LLC, its sole member
By:	Helix Alliance Decom, LLC, its sole member
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	By:	/s/ Xxxx Xxxxxxxxx
​	​	Name:	Xxxx Xxxxxxxxx
	​	Title:	Vice President and Treasurer

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ALLIANCE SPECIAL VENTURES HOLDINGS LLC
By:	Xxxxxxx Xxxxx Holdings, ‎LLC, its sole member
By:	Alliance-Triton GOM Holdings LLC, its sole member
By:	Helix Alliance Decom, LLC, its sole member
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	By:	/s/ Xxxx Xxxxxxxxx
​	​	Name:	Xxxx Xxxxxxxxx
	​	Title:	Vice President and Treasurer

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Signature Page to Letter Agreement – Helix

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