exv10w4



 






Exhibit 10.4




SECOND AMENDMENT TO

AMENDED AND RESTATED LOAN AGREEMENT




     This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Second Amendment”),
dated as of the 31 day of March, 2005, is made by and among HORIZON VESSELS, INC., HORIZON
OFFSHORE, INC. and HORIZON OFFSHORE CONTRACTORS, INC. (collectively, “Borrower”), and
WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to SouthTrust Bank) (“Lender”).



W I T N E S S E T H:




     WHEREAS, Borrower and SouthTrust Bank entered into that certain Loan Agreement (Amended and
Restated) dated as of June 29, 2001 (as the same has been or may hereafter be amended, supplemented
or otherwise modified, the “Loan Agreement”), pursuant to which Borrower agreed to borrow,
and SouthTrust Bank agreed to lend, upon and subject to the terms thereof, up to the aggregate
principal amount of $7,680,000 (the “Loan”); and



     WHEREAS, the parties hereto now desire to modify certain of the terms and conditions contained
in the Loan Agreement.



     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, the parties hereto have agreed and do hereby agree as
follows:



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



     2. The Loan Agreement is hereby amended by amending and restating subsection 9 of Section 7.b.
in its entirety as follows:




     9. The term “TANGIBLE NET WORTH” means, at any particular date, all amounts which, in
conformity with GAAP, would be included as stockholder’s equity on a consolidated balance
sheet of the Parent and its subsidiaries, including without limitation adjustments for the
addition of paid-in-kind interest, discounts and warrant amortization on Subordinated Debt;
provided, however, there shall be excluded therefrom (a) any amount at which shares of
capital stock of the Parent or any subsidiary appear as an asset on the Parent’s or such
subsidiary’s balance sheet, (b) goodwill, including any amount, however designated, that
represents the excess of purchase price paid for assets or stock over the value assigned
thereto, (c) patents, trademarks, trade names, and copyrights, (d) loans and advances to any
stockholder, director, officer, or employee of the Parent or any subsidiary or any
affiliate, and (e) all other assets which are properly classified as intangible assets;
provided further that non-cash losses due to asset impairments may be added back to the
calculation of TANGIBLE NET WORTH.



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     3. It is further understood and agreed by and among the parties hereto that all terms and
conditions of the Loan Agreement, except as herein modified, shall remain in full force and
effect.



     4. This Second 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.



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



	 	 	 	 	 	 	 
	BORROWER:	 	LENDER:
	 
	 	 	 	 	 	 
	HORIZON VESSELS, INC.	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	

	 	 	 	

	Name:

	 	 	 	Name:	 	 
	Title:

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	HORIZON OFFSHORE, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	

	 	
	 	 	 	 
	Name:
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	HORIZON OFFSHORE CONTRACTORS, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	

	 	
	 	 	 	 
	Name:
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 







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