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EXHIBIT 10.9


FIRST AMENDMENT TO

AMENDED AND RESTATED LOAN AGREEMENT




     This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “First
Amendment”), dated as of the 4th day of November, 2004, is made by and
among HORIZON VESSELS, INC., HORIZON OFFSHORE, INC. and HORIZON OFFSHORE
CONTRACTORS, INC. (collectively, “Borrower”), and SOUTHTRUST BANK (“Lender”).



W I T N E S S E T H:




     WHEREAS, Borrower and Lender 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 the Lender 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 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 First Amendment (including the recitals
hereof) shall have the meanings assigned to them in the Loan Agreement, as
amended by this First Amendment.



     2. The Loan Agreement is hereby amended by adding the following subsection
18 to Section 7.b thereof:




     18. The term “Subordinated Debt” means indebtedness of the Company
incurred pursuant to (a) that certain Purchase Agreement dated March 11,
2004, among the Company, the guarantors listed therein and the purchasers
listed therein, pursuant to which those certain 16% subordinated secured
notes due March 31, 2007, in an aggregated principal amount equal to
$65,400,000.00 were issued, as the same may be amended, supplemented or
modified from time to time, and (b) that certain Purchase Agreement dated
May 27, 2004, among the Company, the guarantors listed therein and the
purchasers listed therein, pursuant to which (i) those certain 18%
subordinated secured notes due March 31, 2007, in an aggregated principal
amount equal to $18,750,000.00 were issued on May 27, 2004, (ii) those
certain additional 18% subordinated secured notes due March 31, 2007, in
an aggregated principal amount equal to $5,291,865.00 were issued on
September 17, 2004, and (iii) those certain additional 18% subordinated
secured notes due March 31, 2007, in an aggregated principal amount



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equal to
$9,625,000 were issued on November 4, 2004, as the same
may be amended, supplemented or modified from time to time.



     3. The Loan Agreement is hereby amended by amending and restating
subsections 9, 11, 12 and 16 of Section 7.b. in their 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 represent 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.




     11. The term “EBITDA” means for the Company and its Subsidiaries, on
a consolidated basis, for any period, the sum of (a) Net Income before
gains and losses on sales of assets (to the extent such gains and losses
are included in earnings), plus (b) Tax Expense, plus (c) depreciation
and amortization (including accelerated amortization of prepaid loan
fees, discounts and warrant expense, as required by GAAP), plus (d)
Interest Expense.




     12. The term “CASH INTEREST” means, for any period, the consolidated
Interest Expense of the Company and its Subsidiaries for such period,
determined in accordance with GAAP applied consistently, less (a)
interest related to the Subordinated Debt (which is in fact paid-in-kind)
and (b) all amounts included in Interest Expense, in accordance with
GAAP, for amortization of debt fees, discounts and warrant expense.




     16. The term “EBITDAR” means for the Company and its Subsidiaries,
on a consolidated basis, for any period, the sum of (a) Net Income before
gains and losses on sales of assets (to the extent such gains and losses
are included in earnings), plus (b) Tax Expense, plus (c) depreciation
and amortization (including accelerated amortization of prepaid loan
fees, discounts and warrant expense, as required by GAAP), plus (d)
Interest Expense, plus (e) restructuring charges, including costs of
professional advisors to the Company and its subsidiaries (including
costs of professional advisors to the Company’s lenders and other
creditors which are required to be paid by the Company or its
Subsidiaries).



     4. 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.



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     5. This First 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 First Amendment to
be duly executed as of the day and year first above written.



	 	 	 	 	 	 	 
	BORROWER:	 	LENDER:
	 
	 	 	 	 	 	 
	HORIZON VESSELS, INC.	 	SOUTHTRUST BANK
	 
	 	 	 	 	 	 
	By:

	 	/s/ David W. Sharp

	 	By:	 	/s/ David Molina

	 
	

		 	 	 	 	 
	Name: David W. Sharp	 	Name: David Molina
	Title: Executive Vice President	 	Title: Senior Vice President
	 
	 	 	 	 	 	 
	HORIZON OFFSHORE, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ David W. Sharp

	 	 	 	 	 
	

	 	 	 	 	 	 
	Name: David W. Sharp	 	 	 	 
	Title: Executive Vice President	 	 	 	 
	 
	 	 	 	 	 	 
	HORIZON OFFSHORE CONTRACTORS, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ David W. Sharp 	 	 	 	 
	

	 	
 	 	 	 	 
	Name: David W. Sharp	 	 	 	 
	Title: Executive Vice President	 	 	 	 








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