Exhibit 10.2

 


NINTH AMENDMENT TO LOAN AGREEMENT


This NINTH AMENDMENT TO LOAN AGREEMENT (the "Ninth
Amendment"), dated as of the 20th day of January, 2005, is made by and
among HORIZON OFFSHORE CONTRACTORS, INC. ("Contractors"),
HORIZON SUBSEA SERVICES, INC. ("Subsea"), and HORIZON
VESSELS, INC. ("Vessels," and together with Contractors and
Subsea, the "Borrowers"), jointly and severally, each of the
financial institutions which is or may from time to time become a party to such
Agreement (as defined below) (collectively, "Lenders", and each a
"Lender"), and SOUTHWEST BANK OF TEXAS, N.A., as agent (in
such capacity, the "Agent").


W I T N E S S E T H:

WHEREAS, Borrowers, Lenders and Agent are parties to that
certain Loan Agreement dated as of March 26, 2001 (as the same has been or may
hereafter be amended, supplemented or otherwise modified, the "Agreement");
and


WHEREAS, Borrowers, Lenders and Agent now desire to amend
the Agreement as herein set forth.


NOW, THEREFORE, in consideration of the foregoing
recitals and the mutual covenants and premises contained herein, together with
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and subject to the conditions to effectiveness set forth in
Section 6 hereof, the parties hereto agree as follows:

    
1.     
    Terms.  Capitalized terms used in this Ninth 
      Amendment (including
    the recitals hereof) shall have the meanings assigned to them in the
    Agreement, as amended by this Ninth Amendment. 

2.     Amendments.
    

(a)    Section 1.1
of the Agreement is hereby amended to add the
following definition thereto: 


	
		"Borrowing Base Eligible Receivables"
      means any accounts receivable (on a gross basis without giving effect to
      advance rate percentages) of the Borrowers and its Subsidiaries derived
      from or attributable to any contract the receivables of which are or
      previously were eligible for inclusion in the Borrowing Base.

	




(b)    The following
definition set forth in Section 1.1 of the Agreement
is hereby amended and restated in its entirety as follows: 


	
		"Termination Date" means 11:00 a.m.,
      Houston, Texas time on February 11, 2005.

	



(c)    Section 7.1(e) of the
      Agreement is hereby amended and restated in its entirety as follows:


	
		(e)    Borrowing Base Certificate. On each Monday
    commencing on January 24, 2005, a Borrowing Base Certificate as of the last
    day of the prior calendar week certified by an officer of each Borrower
    acceptable to Agent.

	




3.    Termination of
    Commitments. Notwithstanding anything to the contrary contained in
    the Agreement, from and after the date hereof each Lender's Commitment is
    hereby terminated and the Borrowers shall have no right to receive any
    further Advances under the Agreement. Furthermore, the Lenders shall not be
    required to issue any new Letters of Credit or increase any existing Letters
    of Credit under the Agreement. 

4.    Cash Sweep and
    Combined Commitment Reductions. Notwithstanding anything to the
    contrary in the Loan Documents and without limitation of any terms thereof,
    commencing on January 21, 2005, through the Termination Date, Borrowers
    shall cause all funds consisting of Borrowing Base Eligible Receivables to
    be paid directly to the Holding Lockbox or deposited directly into the
    Holding Account. If for any reason such funds are not paid directly to the
    Holding Lockbox or deposited directly into the Holding Account, Borrower
    shall immediately transfer such funds into the Holding Account. From and
    after January 21, 2005, Agent shall transfer daily to the Collateral Account
    all such funds received in the Holding Lockbox or deposited directly into or
    transferred into the Holding Account (or not deposited or transferred to the
    extent required to be deposited or transferred hereunder) in excess of
    $5,500,000 in the aggregate. All such funds received in excess of
    such $5,500,000 amount consisting of Borrowing Base Eligible Receivables shall be
    applied by Agent to the Obligations. Borrowers shall deliver to Agent daily
    a report showing the sources of amounts received in the Holding Lockbox and
    deposited in the Holding Account on the prior day.

5.    Accounts. Borrowers and their
    respective Subsidiaries shall maintain all of their domestic deposit
    accounts with Agent (each such account a "Domestic Account"),
    except for petty cash accounts in an aggregate amount which does not exceed
    $300,000 and workmen's compensation accounts required to be maintained at
    other locations. Borrowers shall only transfer funds from a Domestic Account
    for purposes of paying Borrowers' operating expenses then due and payable in
    the ordinary course of Borrowers' business. Borrowers shall give Agent no
    less than twenty-four hours advance notice of any individual request for
    withdrawal from a Domestic Account in excess of $1,500,000, including the
    amount to be withdrawn, the payee thereof and the purpose of such payment.
    Agent shall have the right to refuse any withdrawal request in the event
    Agent is not provided prior written notice thereof as required in this
    Paragraph 5 or Agent determines that such withdrawal is being made for
    purposes other than paying Borrowers' operating expenses then due and
    payable in the ordinary course of Borrowers' business.

6.    Conditions Precedent. The
    effectiveness of this Ninth Amendment is subject to the satisfaction of the
    following: 

(a)    this Ninth Amendment shall have been duly executed and delivered by
      each of the parties set forth on the signature pages hereto;

(b)    Agent shall have received $1,300,000 in immediately available U.S.
      Dollars which shall be applied as a principal payment of outstanding
      Obligations; 

(c)    Agent shall have received $2,500,000 in immediately available U.S.
      Dollars to be held by Agent in the Collateral Account as cash collateral
      for the Obligations (the "Cash Collateral");

(d)    Agent shall have received, for the ratable benefit of the Lenders,
      $180,000 in immediately available U.S. Dollars which sum represents that
      portion of the remaining $450,000 fee payable to Borrowers under the
      consent letter dated May 25, 2004, which is allocable to the Agreement;

(e)    Agent and Lenders shall have received such other documents,
      instruments and consents, as they may require in connection with the Ninth
      Amendment;

(f)    Agent shall have received evidence satisfactory to it that the
      conditions precedent to effectiveness of the Eighth Amendment to the
      Foreign Loan Agreement shall have been satisfied; and

(g)    all fees and expenses of Vinson & Elkins, LLP, as counsel to Agent,
      and all other professional fees of Agent's consultants, in each case
      incurred in connection with the Agreement and this Ninth Amendment, shall
      have been paid in full.

7.    Cash Collateral. On February 11, 2005, Agent shall be entitled
    to, immediately and without notice to any party or any other action, apply
    the Cash Collateral to the Obligations in such manner and order as Agent
    shall select. Notwithstanding anything to the contrary in the Agreement or
    in any other Loan Document, Borrowers shall have no right to access the Cash
    Collateral held in the Collateral Account and Agent shall not be restricted
    by any provisions of the Loan Documents relating to the administration of
    the Collateral Account with respect to the Cash Collateral. 

8.    Amendment Fee. The Borrowers jointly and severally agree to pay
    to Agent, for the ratable benefit of the Lenders, an amendment fee of
    $5,800, payable on the earlier of February 11, 2005, or such earlier date as
    the Obligations shall be paid in their entirety.

9.    Release and
    Covenant Not to Sue. EACH BORROWER (IN ITS OWN RIGHT AND ON
    BEHALF OF ITS DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS,
    ATTORNEYS AND AGENTS) AND EACH OF THE GUARANTOR AND THE ADDITIONAL
    GUARANTORS (IN ITS OWN RIGHT AND ON BEHALF OF ITS RESPECTIVE ATTORNEYS AND
    AGENTS) (THE "RELEASING PARTIES") JOINTLY AND SEVERALLY RELEASE, ACQUIT, AND
    FOREVER DISCHARGE AGENT AND EACH LENDER AND THEIR RESPECTIVE DIRECTORS,
    OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, ATTORNEYS AND AGENTS,
    (COLLECTIVELY, THE "RELEASED PARTIES"), TO THE FULLEST EXTENT
    PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, FROM ANY AND ALL ACTS AND
    OMISSIONS OF THE RELEASED PARTIES, AND FROM ANY AND ALL CLAIMS, CAUSES OF
    ACTION, COUNTERCLAIMS, DEMANDS, CONTROVERSIES, COSTS, DEBTS, SUMS OF MONEY,
    ACCOUNTS, RECKONINGS, BONDS, BILLS, DAMAGES, OBLIGATIONS, LIABILITIES,
    OBJECTIONS, AND EXECUTIONS OF ANY NATURE, TYPE, OR DESCRIPTION WHICH THE
    RELEASING PARTIES HAVE AGAINST THE RELEASED PARTIES, INCLUDING, BUT NOT
    LIMITED TO, NEGLIGENCE, GROSS NEGLIGENCE, USURY, FRAUD, DECEIT,
    MISREPRESENTATION, CONSPIRACY, UNCONSCIONABILITY, DURESS, ECONOMIC DURESS,
    DEFAMATION, CONTROL, INTERFERENCE WITH CONTRACTUAL AND BUSINESS
    RELATIONSHIPS, CONFLICTS OF INTEREST, MISUSE OF INSIDER INFORMATION,
    CONCEALMENT, DISCLOSURE, SECRECY, MISUSE OF COLLATERAL, WRONGFUL RELEASE OF
    COLLATERAL, FAILURE TO INSPECT, ENVIRONMENTAL DUE DILIGENCE, NEGLIGENT LOAN
    PROCESSING AND ADMINISTRATION, WRONGFUL SETOFF, VIOLATIONS OF STATUTES AND
    REGULATIONS OF GOVERNMENTAL ENTITIES, INSTRUMENTALITIES AND AGENCIES (BOTH
    CIVIL AND CRIMINAL), RACKETEERING ACTIVITIES, SECURITIES AND ANTITRUST LAWS
    VIOLATIONS, TYING ARRANGEMENTS, DECEPTIVE TRADE PRACTICES, BREACH OR ABUSE
    OF ANY ALLEGED FIDUCIARY DUTY, BREACH OF ANY ALLEGED SPECIAL RELATIONSHIP,
    COURSE OF CONDUCT OR DEALING, ALLEGED OBLIGATION OF FAIR DEALING, ALLEGED
    OBLIGATION OF GOOD FAITH, AND ALLEGED OBLIGATION OF GOOD FAITH AND FAIR
    DEALING, WHETHER OR NOT IN CONNECTION WITH OR RELATED TO THE AGREEMENT, THE
    LOAN DOCUMENTS AND THIS NINTH AMENDMENT, AT LAW OR IN EQUITY, IN CONTRACT IN
    TORT, OR OTHERWISE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED
    (COLLECTIVELY, THE "RELEASED CLAIMS"). THE RELEASING PARTIES FURTHER
    JOINTLY AND SEVERALLY AGREE TO LIMIT ANY DAMAGES THEY MAY SEEK IN CONNECTION
    WITH ANY CLAIM OR CAUSE OF ACTION, IF ANY, TO EXCLUDE ALL PUNITIVE AND
    EXEMPLARY DAMAGES, DAMAGES ATTRIBUTABLE TO LOST PROFITS OR OPPORTUNITY, AND
    THE RELEASING PARTIES DO HEREBY JOINTLY AND SEVERALLY WAIVE AND RELEASE ALL
    SUCH DAMAGES WITH RESPECT TO ANY AND ALL CLAIMS OR CAUSES OF ACTION WHICH
    MAY ARISE AT ANY TIME AGAINST ANY OF THE RELEASED PARTIES. THE RELEASING
    PARTIES REPRESENT AND WARRANT THAT NO FACTS EXIST WHICH COULD PRESENTLY
    SUPPORT THE ASSERTION OF ANY OF THE RELEASED CLAIMS AGAINST THE RELEASED
    PARTIES. THE RELEASING PARTIES FURTHER COVENANT NOT TO SUE THE RELEASED
    PARTIES ON ACCOUNT OF ANY OF THE RELEASED CLAIMS, AND EXPRESSLY WAIVE ANY
    AND ALL DEFENSES THEY MAY HAVE IN CONNECTION WITH THEIR DEBTS AND
    OBLIGATIONS UNDER THE AGREEMENT, THE LOAN DOCUMENTS AND THIS NINTH
    AMENDMENT. THIS SECTION 9 IS IN ADDITION TO AND SHALL NOT IN ANY WAY LIMIT
    ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY THE RELEASING PARTIES
    IN FAVOR OF THE RELEASED PARTIES. NOTWITHSTANDING ANY PROVISION OF THE
    AGREEMENT, THIS NINTH AMENDMENT OR ANY OTHER LOAN DOCUMENT, THIS SECTION 9
    SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL SURVIVE THE DELIVERY AND
    PAYMENT ON THE OBLIGATIONS, THE AGREEMENT, THIS NINTH AMENDMENT AND THE
    OTHER LOAN DOCUMENTS. 


10.    Reaffirmation of Guarantees. By their execution hereof, each of
    the Guarantor and the Additional Guarantors acknowledges and agrees  to the
    terms of the release and covenant not to sue set forth in the foregoing
    Section 9, and  that all of the terms and provisions of their respective
    guarantees shall remain in full force and effect and that the amendments and
    modifications herein contained shall in no manner adversely affect or impair
    the Guarantor's or any Additional Guarantor's obligations under such
    guaranty. 

11.    Binding Effect. It is further understood and agreed by and among
    the parties hereto that all terms and conditions of the Agreement, except as
    herein modified, shall remain in full force and effect. This Ninth Amendment
    shall constitute a Loan Document under and as defined in the Agreement. ANY
    FAILURE TO COMPLY WITH THE TERMS OF THIS NINTH AMENDMENT SHALL CONSTITUTE AN
    IMMEDIATE EVENT OF DEFAULT UNDER THE AGREEMENT. 

12.    Counterparts.
This Ninth Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.


[Remainder of page intentionally left blank.]

 



 

 



IN WITNESS WHEREOF, the parties hereto have caused this
Ninth Amendment to be duly executed as of the day and year first above written.


 

	
     	
    BORROWERS:
	
     	
     
	
     
	
    
	HORIZON OFFSHORE CONTRACTORS, INC. 

	
     
	
    By:
	
    /s/
	David W. Sharp

	
     
	
     
	
    
	David W. Sharp

    
	Executive Vice President



 

	
     
	
    HORIZON SUBSEA SERVICES, INC. 
 

	
     
	
    By:
	
    /s/
	David W. Sharp

	
     
	
     
	
    
	David W. Sharp

    
	Executive Vice President



 

	
     
	
    HORIZON VESSELS, INC. 
 

	
     
	
    By:
	
    /s/
	David W. Sharp

	
     
	
     
	
    
	David W. Sharp

    
	Executive Vice President



 

	
     	
    AGENT:
	
     	
     
	
     
	
    SOUTHWEST BANK OF TEXAS, N.A., as Agent 
 

	
     
	
    By:
	
    /s/ Brian Duncan

	
     
	
     
	
    Brian Duncan

    Vice
	President



 

	
     	
    LENDERS:
	
     	
     
	
     
	
    SOUTHWEST BANK OF TEXAS,
    N.A. 
 

	
     
	
    By:
	
    /s/ Brian Duncan

	
     
	
     
	
    Brian Duncan

    Vice
	President



 

 


[Signatures continued on next page]


 



 

 

	
     
	
    
    DRESDNER BANK LATEINAMERIKA AG 
 

	
     
	
    By:
	
    /s/ Andreas Thomas and /s/
	Wolf-Peter Mueller

	
     
	
     
	
    Andreas Thomas and Wolf-Peter
	Mueller

    Vice
	Presidents



 

	
     
	
    BANK OF SCOTLAND 
 

	
     
	
    By:
	
    /s/ Karen Weich

	
     
	
     
	
    
	Karen Weich

    
	Assistant Vice President



 

	
     
	
    HIBERNIA NATIONAL BANK 
 

	
     
	
    By:
	
    /s/ Tammy Boyd

	
     
	
     
	
    Tammy Boyd

    
	Senior Vice President



 

 



 

 

Acknowledged and Agreed to this
20th day of January, 2005.




HORIZON OFFSHORE, INC.

PROGRESSIVE PIPELINE CONTRACTORS, INC.

AFFILIATED MARINE CONTRACTORS, INC.

TEXAS OFFSHORE CONTRACTORS CORP

FLEET PIPELINE SERVICES, INC.

GULF OFFSHORE CONSTRUCTION, INC.

BAYOU MARINE CONTRACTORS, INC.

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

PT ARMANDI PRANAUPAYA

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

HORIZON OFFSHORE NIGERIA LTD.

HORIZON C-BAY COSTA AFUERA, S. DE R.L. DE C.V.

HORIZON OFFSHORE PTE. LTD.

HORIZON OFFSHORE CONTRACTORS (MAURITIUS) LTD.

HORIZON MARINE CONSTRUCTION (MAURITIUS) LTD.

TIBURON INGENIERIA Y CONSTRUCCION, S. DE R.L. DE C.V.

HORIZON VESSELS INTERNATIONAL LTD.

HORIZON OFFSHORE INTERNATIONAL LTD.

HORIZON MARINE CONSTRUCTION LTD.

HORIZON GROUP L.D.C.

PT HORIZON INDONESIA

HORIZON OFFSHORE CONTRACTORS LTD.

HORIZON MARINE CONTRACTORS (MALASIA) SDN BHD

HORIZON OFFSHORE SERVICES, LTD.

MARINE LEASING (LABUAN) PTE LTD.


 

 

	
     

	
    By:
	
    /s/
	David W. Sharp

	
     
	
    
	David W. Sharp

    
	Executive Vice President



 

 

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

	
    By:
	
    /s/
	David W. Sharp

	
     
	
    
	David W. Sharp

    Sole
	Member



 

 

	
     

	
    By:
	
    /s/
	Robert M. Cheves

	
     
	
    
	Robert M. Cheves

    VP
	Latin America