Exhibit 10.1




EIGHTH AMENDMENT TO EXIM GUARANTEED LOAN AGREEMENT


This EIGHTH AMENDMENT TO EXIM GUARANTEED LOAN AGREEMENT
(the "Eighth 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"), HORIZON
VESSELS, INC. ("Vessels"), and HORIZEN, L.L.C. ("LLC",
and together with Contractors, Subsea and Vessels, 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 EXIM Guaranteed Loan Agreement dated as of August 15, 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 7 hereof, the parties hereto agree as follows:

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

2.     Amendments to Definitions.
    

(a)   The following definitions set forth in Section 1.1 of the Agreement
      are hereby amended and restated in their entirety as follows:



	
		"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.

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

	




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. 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. All such
    funds 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.    
Cash Collateral Securing Pemex Bond.
    In no event shall the cash collateral previously securing the Pemex Bond (as
    defined in the May Consent Letter (as defined below)) be paid to the holders
    of any Subordinated Debt. 

6.    
    
	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 6 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.

7.    
    
	Conditions Precedent. The
    effectiveness of this Eighth Amendment is 
subject to the satisfaction of the
    following: 

(a)  
this Eighth 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, for the ratable benefit of the Lenders,
      $270,000 in immediately available U.S. Dollars which sum represents that
      portion the remaining fee payable to Borrowers under the consent letter
      dated May 25, 2004 (the "May Consent Letter"), which is
      allocable to the Agreement;

(c)  
Agent and Lenders shall have received such other documents,
      instruments, and consents as they may require in connection with this
      Eighth Amendment; 

(d)  
Agent shall have received evidence satisfactory to it that the
      conditions precedent to effectiveness of the Ninth Amendment to Domestic
      Loan Agreement shall have been satisfied;

(e)  
Agent shall have received consent of Exim Bank to the matters
      contemplated by this Eighth Amendment; and

(f)  
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 Eighth Amendment, shall
      have been paid in full.

8.    
    
	Amendment Fee. The Borrowers jointly and severally agree to pay
    to Agent, for the ratable benefit of the Lenders, an amendment fee of
    $14,200, 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 GUARANTOR (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 EIGHTH 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 EIGHTH
    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 EIGHTH 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 EIGHTH AMENDMENT AND THE
    OTHER LOAN DOCUMENTS.


10.    
    
	Reaffirmation of Guarantees. By their execution hereof, each of
    the Guarantors acknowledges and agrees (a) to the terms of the release and
    covenant not to sue set forth in the foregoing Section 9, and (b) 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 any 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 Eighth
    Amendment shall constitute a Loan Document under and as defined in the
    Agreement. ANY FAILURE TO COMPLY WITH THE TERMS OF THIS EIGHTH AMENDMENT
    SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT UNDER THE AGREEMENT.

12.    
    
	Counterparts. This Eighth
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.



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IN WITNESS WHEREOF, the parties hereto have caused this
Eighth 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



 

	
     
	
    HORIZEN, L.L.C. 
 

	
     
	
    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



 

 


[Signatures continued on next page]


 

 



 

 

	
     	
    LENDERS:
	
     	
     
	
     
	
    SOUTHWEST BANK OF TEXAS,
    N.A. 
 

	
     
	
    By:
	
    /s/ Brian Duncan

	
     
	
     
	
    Brian Duncan

    Vice
	President



 

	
     
	
    
    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.

 


GUARANTORS:


 


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.

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

HORIZON OFFSHORE CONTRACTORS, LTD.

HORIZON GROUP L.D.C.

HORIZON OFFSHORE NIGERIA LTD.

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

HORIZON VESSELS INTERNATIONAL LTD.

PT HORIZON INDONESIA

HORIZON OFFSHORE INTERNATIONAL LTD.

HORIZON MARINE CONSTRUCTION LTD.

HORIZON OFFSHORE PTE. LTD.

HORIZON OFFSHORE CONTRACTORS (MAURITIUS) LTD.

HORIZON MARINE CONSTRUCTION (MAURITIUS) LTD.

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

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

PT ARMANDI PRANAUPAYA

HORIZON MARINE CONTRACTORS (MALAYSIA) 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