Exhibit 10.2

FOURTH AMENDMENT TO LOAN AGREEMENT

THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of September 30, 2002, is between HORIZON OFFSHORE CONTRACTORS, INC., a
Delaware corporation ("Contractors"), HORIZON SUBSEA SERVICES, INC., a Delaware corporation ("Subsea"), and HORIZON VESSELS, INC., a Delaware corporation ("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 Loan Agreement, as amended (collectively,
"Lenders", and each a "Lender"), and SOUTHWEST BANK OF TEXAS, N.A., a national banking association, as agent (the "Agent").

RECITALS:

A.    Borrowers
and Lenders entered into that certain Loan Agreement dated as of March 26, 2001, as amended by First Amendment to Loan Agreement dated as of
April 17, 2002, Second Amendment to Loan Agreement dated as of May 30, 2002 and Third Amendment to Loan Agreement dated as of August 28, 2002 (the "Agreement").

B.    Pursuant
to the Agreement, Horizon Offshore, Inc., a Delaware corporation ("Guarantor"), executed a Guaranty dated as of March 26, 2001 (the "Guaranty")
pursuant to which Guarantor guaranteed to Agent the payment and performance of the Obligations (as defined in the Agreement).

C.    Pursuant
to the Agreement all the other subsidiaries of Guarantor executed guaranty agreements pursuant to which such Subsidiaries guaranteed the obligations of Borrowers
under the Loan Agreement.

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

NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

ARTICLE I.    Definitions

Section I.1.Definitions.Capitalized terms used in this Amendment, to the extent not otherwise defined
herein, shall have the meanings given to such terms in the Agreement, as amended hereby.

ARTICLE II.    Amendments

Section II.1.Amendment to Certain Definitions.The definition of the term "Foreign Loan Agreement"
contained in Section 1.1 of the Agreement is amended to read in its entirety as follows:



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Section II.2.Amendment to Section 9.6.Section 9.6 of the Agreement shall be amended to
read in its entirety as follows.



Section II.3.Amendment to Exhibits.Exhibit "I" to the Agreement (No Default Certificate) is amended to
conform in its entirety to Annex "A" to this Amendment.

ARTICLE III.    Conditions Precedent

Section III.1.Conditions.The effectiveness of this Amendment is subject to the receipt by Agent of the
following, each in form and substance satisfactory to Agent and Lenders:



Section III.2.Additional Conditions.The effectiveness of this Amendment is also subject to the
satisfaction of the additional conditions precedent that (a) the representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct as
of the date hereof as if made on the date hereof, (b) all proceedings, corporate or otherwise, taken in connection with the transactions contemplated by this Amendment and all documents,
instruments and other legal matters incident thereto shall be satisfactory to Lenders, and (c) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

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ARTICLE IV.    Ratifications, Representations, and Warranties

Section IV.1.Ratifications.The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are ratified and
confirmed and shall continue in full force and effect. Borrowers and Lenders agree that the Agreement as amended hereby shall continue to be the legal, valid and binding obligation of such Persons
enforceable against such Persons in accordance with its terms.

Section IV.2.Representations, Warranties and Agreements.Each Borrower hereby represents and warrants to
Lenders that (a) the execution, delivery, and performance of this Amendment and any and all other Loan Documents executed or delivered in connection herewith have been authorized by all
requisite action on the part of such Borrower and will not violate the Organizational Documents of such Borrower, (b) the representations and warranties contained in the Agreement as amended
hereby, and all other Loan Documents are true and correct on and as of the date hereof as though made on and as of the date hereof, (c) no Event of Default or Unmatured Event of Default has
occurred and is continuing, (d) Borrowers are in full compliance with all covenants and agreements contained in the Agreement as amended hereby, (e) Borrowers are indebted to Lenders
pursuant to the terms of the Notes, as the same may have been renewed, modified, extended and rearranged, (f) the liens, security interests, encumbrances and assignments created and evidenced
by the Loan Documents are, respectively, valid and subsisting liens, security interests, encumbrances and assignments and secure the Notes as the same may have been renewed, modified or rearranged,
and (g) no Borrower has any claims, credits, offsets, defenses or counterclaims arising from the Loan Documents or any Lender's performance under the Loan Documents.

ARTICLE V.    Miscellaneous

Section V.1.Survival of Representations and Warranties.All representations and warranties made in this
Amendment or any other Loan Documents including any Loan Document furnished in connection with this Amendment shall fully survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by any Lender or any closing shall affect the representations and warranties or the right of any Lender to rely on them.

Section V.2.Reference to Agreement.Each of the Loan Documents, including the Agreement and any and all
other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement, as amended hereby, are hereby amended so
that any reference in such Loan Documents to the Agreement shall mean a reference to the Agreement, as amended hereby.

Section V.3.Expenses.As provided in the Agreement, Borrowers agree to pay on demand all costs and
expenses incurred by Agent in connection with the preparation, negotiation and execution of this Amendment and the other documents and instruments executed pursuant hereto and any and all amendments,
modifications and supplements thereto, including, without limitation, the costs and fees of Agent's legal counsel, and all costs and expenses incurred by Agent in connection with the enforcement or
preservation of any rights under the Agreement, as amended hereby, or any other Loan Document, including, without limitation, the costs and fees of Agent's legal counsel.

Section V.4.Severability.Any provision of this Amendment held by a court of competent jurisdiction to
be invalid or unenforceable shall not impair or invalidate the remainder of this

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Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

Section V.5.APPLICABLE LAW.THIS
AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN HOUSTON, HARRIS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

Section V.6.Successors and Assigns.This Amendment is binding upon and shall inure to the benefit of
Agent, Issuing Bank, each Lender and each Borrower and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations hereunder without the
prior written consent of Agent.

Section V.7.Counterparts.This Amendment may be executed in one or more counterparts, each of which when
so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

Section V.8.Effect of Waiver.No consent or waiver, express or implied, by Agent, Issuing Bank or any
Lender to or for any breach of or deviation from any covenant, condition or duty by any Borrower shall be deemed a consent or waiver to or of any other breach of the same or any other covenant,
condition or duty.

Section V.9.Headings.The headings, captions, and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.

Section V.10.ENTIRE
AGREEMENT.THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT
EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT AND THE OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT, AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

Executed
as of the date first written above.

| |  | BORROWERS:                                
| |  | ------------------------------------------
| |  | HORIZON OFFSHORE CONTRACTORS, INC.        
| |  | By:David W. Sharp
Executive Vice President
| |  | HORIZON SUBSEA SERVICES, INC.             
| |  | By:David W. Sharp
Executive Vice President

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| |  | HORIZON VESSELS, INC.                     
| |  | ------------------------------------------
| |  | By:David W. Sharp
Executive Vice President
| |  | AGENT:                                    
| |  | SOUTHWEST BANK OF TEXAS, N.A., as Agent   
| |  | By:Valerie Gibbs
Senior Vice President    
| |  | LENDERS:                                  
| |  | SOUTHWEST BANK OF TEXAS, N.A.             
| |  | By:Valerie Gibbs
Senior Vice President    
| |  | DRESDNER BANK LATEINAMERIKA AG            
| |  | By:Alan Hills
Vice President              
| |  | By:Sergio Goloubeff
First Vice President  
| |  | BANK OF SCOTLAND                          
| |  | By:Joseph Fratus
Vice President           
| |  | HIBERNIA NATIONAL BANK                    
| |  | By:Gary Culbertson
Vice President         

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| |  | COASTAL BANC SSB                          
| |  | ------------------------------------------
| |  | By:Michael Turner
Executive Vice President

The
undersigned Guarantor (a) hereby consents and agrees to this Amendment, (b) agrees that all references to the Loan Agreement contained in the Guaranty
Agreement-Guarantor executed by Guarantor shall constitute references to such Loan Agreement as amended by the Amendment and as the same may be further amended, and (c) agrees that the Guaranty
Agreement-Guarantor executed by Guarantor shall remain in full force and effect and shall continue to be the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in
accordance with its terms and shall evidence Guarantor's guaranty of the Notes as renewed and extended from time to time.

| |  | HORIZON OFFSHORE, INC.                    
| |  | ------------------------------------------
| |  | By:David W. Sharp
Executive Vice President

Each
of the undersigned Additional Guarantors (a) hereby consents and agrees to this Amendment, (b) agrees that all references to the Loan Agreement contained in the
Guaranty Agreement executed by such Additional Guarantor shall constitute references to such Loan Agreement as amended by the Amendment and as the same may be further amended, and (c) agrees
that the Guaranty Agreement executed by such Additional Guarantor shall remain in full force and effect and shall continue to be the legal, valid and binding obligations of such Additional Guarantor,
enforceable against such Additional Guarantor in accordance with its terms and shall evidence such Additional Guarantor's guaranty of the Notes as renewed and extended from time to time.

| |  | Additional Guarantors:                                                                                                                                                                                   
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | PROGRESSIVE PIPELINE CONTRACTORS, INC.
AFFILIATED MARINE CONTRACTORS, INC.
TEXAS OFFSHORE CONTRACTORS CORP.
FLEET PIPELINE SERVICES, INC.
GULF OFFSHORE CONSTRUCTION, INC.
BAYOU MARINE CONTRACTORS, INC.
| |  | By:David W. Sharp
Executive Vice President                                                                                                                                                               
| |  | HORIZON GROUP L.D.C.                                                                                                                                                                                     
| |  | By:David W. Sharp
Director                                                                                                                                                                               

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| |  | HORIZON OFFSHORE NIGERIA LTD.                        
| |  | -----------------------------------------------------
| |  | By:David W. Sharp
Director                           
| |  | TIBURON INGENIERIA Y CONSTRUCCION, S.
DE R.L. DE C.V.
| |  | By:David W. Sharp
Secretary                          
| |  | HORIZON VESSELS INTERNATIONAL LTD.                   
| |  | By:David W. Sharp
Vice President                     
| |  | PT HORIZON INDONESIA                                 
| |  | By:David W. Sharp
Commissioner                       
| |  | HORIZON OFFSHORE INTERNATIONAL LTD.                  
| |  | By:David W. Sharp
Executive Vice President           
| |  | HORIZON MARINE CONSTRUCTION LTD.                     
| |  | By:David W. Sharp
Executive Vice President           
| |  | HORIZON OFFSHORE PTE. LTD.                           
| |  | By:David W. Sharp
Director                           
| |  | HORIZON OFFSHORE CONTRACTORS
(MAURITIUS) LTD.        
| |  | By:David W. Sharp
Director                           

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| |  | HORIZON MARINE CONSTRUCTION
(MAURITIUS) LTD.  
| |  | ----------------------------------------------
| |  | By:David W. Sharp
Director                    
| |  | HORIZON C-BAY COSTA AFUERA, S. DE
R.L. DE C.V.
| |  | By:David W. Sharp
Member                      
| |  | HOC OFFSHORE, S. DE R.L. DE C.V.              
| |  | By:R. Clay Etheridge
President                
| |  | PT ARMANDI PRANAUPAYA                         
| |  | By:David W. Sharp
Director                    

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LIST OF ANNEXES

Annex

DocumentA

No Default Certificate


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ANNEX "A"    No Default Certificate

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