8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
__________________

Date of Report (Date of earliest event reported)  February 18, 2005

Horizon Offshore, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)	001-16857 (Commission File Number)	76-0487309 (IRS Employer Identification No.)
2500 CityWest Boulevard, Suite 2200, Houston, Texas		77042
(Address of principal executive offices)		(Zip Code)

(713) 361-2600

(Registrant's telephone number, including area code)
 

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement

On February 18, 2005, we amended the loan agreement governing our revolving credit facility agented by Southwest Bank of Texas, N.A. ("SWBT") that is secured by our foreign receivables to extend the maturity date of the credit facility to February 28, 2005. The amendment requires that we prepay $3.2 million under the facility by February 22, 2005. A copy of the Tenth Amendment to EXIM Guaranteed Loan Agreement, dated as of February 18, 2005, with SWBT, as agent, and the other lenders specified therein is attached as an exhibit to this Current Report on Form 8-K.

Item 8.01 Other Events.

On February 18, 2005, the Company issued a press release providing an update regarding the proposed recapitalization and refinancing of indebtedness. A copy of that press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits:
	10.1	Tenth Amendment to EXIM Guaranteed Loan Agreement, dated as of February 18, 2005, among Horizon Offshore Contractors, Inc., Horizon Subsea Services, Inc., Horizon Vessels, Inc., HorizEn, L.L.C., and Southwest Bank of Texas, N.A., as agent, and the other lenders specified therein.
	99.1	Press release of Horizon Offshore, Inc. dated February 18, 2005.

SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HORIZON OFFSHORE, INC.
By:	/s/ David W. Sharp
	David W. Sharp Executive Vice President and Chief Financial Officer

Dated:    February 18, 2005

EX-10.1

Exhibit 10.1

TENTH AMENDMENT TO EXIM GUARANTEED LOAN AGREEMENT

This TENTH AMENDMENT TO EXIM GUARANTEED LOAN AGREEMENT (the "Tenth Amendment"), dated as of the 18th day of February, 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 Tenth Amendment (including the recitals hereof) shall have the meanings assigned to them in the Agreement, as amended by this Tenth Amendment.

2.     Amendments to Definitions. The following definitions set forth in Section 1.1 of the Agreement are hereby amended and restated in their entirety as follows:

Default Rate" means the lesser of (a) eighteen percent per annum, or (b) the Maximum Rate.

"Termination Date" means 11:00 a.m., Houston, Texas time on February 28, 2005.

3.     Cash Sweep and Combined Commitment Reductions. Notwithstanding anything to the contrary in the Loan Documents and without limitation of any terms thereof, until the payment in full of the Obligations, 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.

4.     Cash Collateral Securing Pemex Bond. In no event shall the cash collateral previously securing the Pemex Bond (as defined in the consent letter dated May 25, 2004) be paid to the holders of any Subordinated Debt.

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.    Required Payment. No later than 11:00 a.m., Houston, Texas time on February 22, 2005, Borrowers shall deposit $3,200,000 into the Holding Account to be applied by Agent to the Obligations. Borrowers' failure to comply with this covenant shall constitute an immediate Event of Default.

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

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

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

(c)   Agent shall have received consent of Exim Bank to the matters contemplated by this Tenth Amendment;

(d)   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 Tenth Amendment, shall have been paid in full; and

(e)   Borrowers shall have paid to Agent, for the ratable benefit of the Lenders, the sum of $25,000 as an amendment fee relating to this Tenth Amendment and the Ninth Amendment to Exim Guaranteed Loan Agreement.

8.     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 TENTH 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 TENTH AMENDMENT. THIS SECTION 8 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 TENTH AMENDMENT OR ANY OTHER LOAN DOCUMENT, THIS SECTION 8 SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL SURVIVE THE DELIVERY AND PAYMENT ON THE OBLIGATIONS, THE AGREEMENT, THIS TENTH AMENDMENT AND THE OTHER LOAN DOCUMENTS.

9.     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 8, 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.

10.     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 Tenth Amendment shall constitute a Loan Document under and as defined in the Agreement. ANY FAILURE TO COMPLY WITH THE TERMS OF THIS TENTH AMENDMENT SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT UNDER THE AGREEMENT.

11.    Counterparts. This Tenth 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 Tenth 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/ Don Knowlton
	Don Knowlton Vice President

BANK OF SCOTLAND
By:	/s/ Amena Nabi
	Amena Nabi Assistant Vice President

HIBERNIA NATIONAL BANK
By:	/s/ Tammy Boyd
	Tammy Boyd Senior Vice President

Acknowledged and Agreed to this 18th day of February, 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 Secretary

By:	/s/ Robert M. Cheves
	Robert M. Cheves Attorney-In-Fact

EX-99.1

Exhibit 99.1

Horizon Offshore Provides Update Regarding
Recapitalization and Refinancing of Indebtedness

HOUSTON, February 18, 2005 -- Horizon Offshore, Inc. (Nasdaq:HOFF) announced that it has amended its EXIM guaranteed revolving credit facility, agented by Southwest Bank of Texas, N.A. (Southwest Bank), to further extend its maturity date to February 28, 2005. The amendment requires that the Company prepay $3.2 million under the facility by February 22, 2005. Future collections on foreign receivables will pay down the outstanding $4.8 million under the EXIM guaranteed facility. The Company had earlier extended the January 21, 2005 maturity date to February 11, 2005 and again to February 18, 2005.

The Company continues to work with a prospective lender to refinance, through a term loan and revolving credit facility, the debt outstanding under its Southwest Bank EXIM guaranteed facility and The CIT Group/Equipment Finance, Inc. facilities. The Company is also continuing to work with its subordinated note holders to complete this proposed refinancing and proceed with its previously announced equity recapitalization through equity offerings and/or consensual debt for equity exchanges with its subordinated note holders.

This press release and the amended loan agreement referenced in this press release will be filed on a current report on Form 8-K with the Securities and Exchange Commission. Horizon encourages you to read the current report and the amended loan agreements attached as exhibits thereto in their entirety.

Horizon and its subsidiaries provide marine construction services for the offshore oil and gas industry in the U.S. Gulf of Mexico, West Africa, Southeast Asia, Latin America and the Mediterranean. The Company's fleet is used to perform a wide range of marine construction activities, including installation of marine pipelines to transport oil and gas and other sub sea production systems, and the installation and abandonment of production platforms.

This press release contains certain forward-looking statements within the meaning of the Private Securities Reform Act of 1995, which involve known and unknown risk, uncertainties and other factors. Among the factors that could cause actual results to differ materially are: the Company's substantial amount of debt and high reliance on external sources of financing and improved cash flow to meet its obligations and reduce its existing debt; the Company's ability to complete the recapitalization of its equity structure and to refinance its credit facilities; resolution of the Company's outstanding claims against Pemex; outcome of litigation with Iroquois, Williams and the underwriters of the insurance coverage on the Gulf Horizon; industry conditions and volatility; prices of oil and gas; the Company's ability to obtain and the timing of new projects; changes in competitive factors; and other material factors that are described from time to time in the Company's filings with the Securities and Exchange Commission.

Actual events, circumstances, effects and results may be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Consequently, the forward-looking statements often identified with words like "should'', "expects'', "believes'', "anticipates'', "may'', "could'', etc., contained herein should not be regarded as representations by Horizon or any other person that the projected outcomes can or will be achieved.

Contact:	Horizon Offshore, Inc.
	David W. Sharp
	(713) 361-2630