AMENDMENT NO. 3



                                       TO



                                CREDIT AGREEMENT





     AMENDMENT NO. 3 ("Amendment No. 3", and together with the documents listed

in Section 11 hereof, the "Amendment Documents") dated as of March ___, 2004

(the "Amendment Date") to the Credit Agreement dated as of May 10, 2001, as

amended (the "Credit Agreement"), among HORIZON VESSELS, INC., a Delaware

corporation (the "Borrower"), HORIZON OFFSHORE CONTRACTORS, INC., a Delaware

corporation, HORIZON OFFSHORE, INC. (the "Parent"), a Delaware corporation

(together the "Guarantors"), and THE CIT GROUP/EQUIPMENT FINANCING, INC., a

Delaware corporation as the Lender (the "Lender").



                                  WITNESSETH:



     WHEREAS, pursuant to the Credit Agreement, the Lender made available to the

Borrower a revolving loan facility of up to USD 26,840,000; and



     WHEREAS, the parties wish to amend the Credit Agreement as provided herein.



     NOW THEREFORE, in consideration of the above recitals and for other good

and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties agree to amend the Credit Agreement as follows:



     1. The Definitions of the Credit Agreement are hereby amended as follows:



          (a) A definition of "Amendment No. 3" is hereby added and reads as

     follows:



          "Amendment No. 3" means the Amendment No. 3 to Credit Agreement dated

          as of March ___, 2004.



          (b) A definition of "Capital Lease" is hereby added to the Credit

     Agreement and reads as follows:



          "Capital Lease" means a lease of any property by the Parent or any of

          its subsidiaries as lessee that is, or should be in accordance with

          GAAP (including Financial Accounting Standards Board Statement No. 13,

          as amended or superseded from time to time), recorded as a 'capital

          lease' on the balance sheet of the Parent or its subsidiaries prepared

          in accordance with GAAP."



          (c) A definition of "Cash Interest" is hereby added and reads as

     follows:



          "Cash Interest" means the cash portion of Interest Expense.



          (d) The definition of "Current Liabilities" is hereby amended to read

     as follows:





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          "Current Liabilities" means Indebtedness of the Parent which would in

          accordance with GAAP be classified on a consolidated basis as current

          liabilities of a corporation conducting a business the same as or

          similar to the business of the Borrower and the Guarantors, excluding

          the principal amounts outstanding under this Credit Agreement and any

          other revolving credit facility of the Borrower or the Guarantors and

          any balloon payment due in the next twelve (12) months."



          (e) A definition of "Current Maturities of Long Term Debt" is hereby

     added to the Credit Agreement and reads as follows:



          "Current Maturities of Long Term Debt" means for the Parent and its

          subsidiaries on a consolidated basis, the principal amount due and

          payable during the next succeeding twelve month period on Total Funded

          Debt of the Parent and its subsidiaries, excluding the principal

          amount due and under any revolving credit facility of the Parent or

          its subsidiaries and any balloon payment due in the next twelve (12)

          months."



          (f) The definition of "EBITDA" is hereby amended to read as follows:



          "EBITDA" means for the Parent 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, plus (d) Interest Expense."



          (g) The definition of "EBITDAR" is hereby added to the Credit

     Agreement and reads as follows:



          "EBITDAR" means for the Parent 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, plus (d) Interest Expense, plus (e) restructuring

          charges, including costs of professional advisors to the Borrowers

          (for the professional advisors to the Borrowers, the Lenders or other

          creditors) not to exceed $1,600,000 for the fiscal year ended December

          31, 2004.

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