Second Amendment to Credit Agreement among Hercules Offshore, Inc., Comerica Bank, and Lenders (January 25, 2006)

Summary

This agreement is the Second Amendment to the Credit Agreement originally dated June 29, 2005, between Hercules Offshore, Inc. (the Borrower), Comerica Bank (as Agent and Lender), and other financial institutions (the Lenders). The amendment modifies Section 3.04(d) regarding prepayment terms, specifying that certain prepayments or repricings before December 31, 2006, require a 101% repayment of principal. The amendment becomes effective once signed by all parties and all outstanding fees are paid. All other terms of the original Credit Agreement remain unchanged.

EX-10.2 3 dex102.htm SECOND AMENDMENT TO THE CREDIT AGREEMENT Second Amendment to the Credit Agreement

Exhibit 10.2

January 25, 2006

Hercules Offshore, Inc.

11 Greenway Plaza, Suite 2950

Houston, Texas 77046

Re:

Second Amendment under the Hercules Offshore, LLC Credit Agreement dated June 29, 2005 (as amended by that Consent, Release, Waiver and Amendment dated as of January 25, 2006 (the “First Amendment”), and as may be further amended from time to time, the “Credit Agreement”) by and among Hercules Offshore, Inc., f/k/a Hercules Offshore, LLC (“Borrower”), Comerica Bank and such other financial institutions which are or may from time to time become parties to the Credit Agreement (the “Lenders”), and Comerica Bank in its capacity as Administrative Agent for the Lenders (“Agent”) (“Second Amendment”).

Ladies and Gentlemen:

Reference is made to the Credit Agreement. Except as specifically defined to the contrary herein, capitalized terms used in this Second Amendment shall have the meanings given them in the Credit Agreement.

You have agreed that certain amendments shall be made to Section 3.04 of the Credit Agreement.

Based upon the approval of the requisite Lenders attached hereto Section 3.04 (d) of the Credit Agreement is amended and restated in its entirety as follows:

“(d) No Premium or Penalty. Prepayments permitted or required under this Section 3.04 shall be without premium or penalty, except as required under Section 5.02. Any mandatory prepayment of the Term Loans pursuant to Section 9.02(f) or any repricing prior to December 31, 2006 shall be in the amount of 101% of the principal being repaid.”

This Second Amendment shall become effective (according to the terms hereof) on the date (the “Effective Date”) that the following conditions have been fully satisfied by the Borrower (the “Conditions”):

1. Agent shall have received via facsimile (followed by the prompt delivery of original signatures) counterpart originals of this Second Amendment, in each case duly executed and delivered by the Agent, the Borrower and the requisite Lenders;

2. Agent shall have received via facsimile (followed by the prompt delivery of original signatures) counterpart originals of the First Amendment, in each case duly executed and delivered by the Agent, the Borrower and each Lender; and

3. Borrower shall have paid to Agent all interest, fees and other amounts, if any, owed to the Agent and the Lenders and accrued and then owing on or before the Effective Date;

The facsimile or other electronically transmitted copy of this Second Amendment is to be treated the same as an originally executed copy of this Second Amendment.

This Second Amendment may be executed in counterparts, each of which shall be deemed to constitute an original document.

The Borrower ratifies and confirms, as of the date hereof after giving effect to this Second Amendment each of the representations and warranties set forth in Sections 7.1 through 7.22, inclusive, of the Credit Agreement.

This Second Amendment is limited to the specific matters described above and shall not be deemed to be a waiver, consent to or agreement to release any other matter, including without limitation any failure to comply with any provision of the Credit Agreement or any other Loan Document, or to apply to any other financial covenant or any other reporting period, or to amend or alter in any respect the term and conditions of the Credit Agreement (including without limitation all conditions and requirements for Borrowings and all indemnification obligations of the Borrower and as set forth in the Credit Agreement), the Notes or any of the other Loan Documents, or to constitute a waiver or release by the Lenders or the Agent of any right, remedy, Default or Event of Default under the Credit Agreement or any other Loan Documents, except, in each case, as specifically set forth above. Nor shall this Second Amendment affect in any manner whatsoever any rights or remedies of the Lenders with respect to any other non-compliance by the Borrower or any Subsidiary with the Credit Agreement or the other Loan Documents (including without limitation any non-disclosure), whether in the nature of a Default or an Event of Default, and whether now in existence or subsequently arising.

By signing and returning a counterpart of this Second Amendment to the Agent, the Borrower acknowledges acceptance of the terms of this Second Amendment. This Second Amendment shall not become effective unless and until countersigned by the Borrower and returned to the Agent (via facsimile at (281) ###-###-#### or electronic pdf file to ***@***; Attn: Mona Foch).

(Signatures appear on the following pages)


Very truly yours,

COMERICA BANK

By:		/s/ MONA M. FOCH
		Mona Foch
Its:		Senior Vice President-Texas Division


AGREED TO AND ACCEPTED BY:

Hercules Offshore, Inc.

By:		/s/ STEVEN A. MANZ
Its:		CFO

Dated:		January 24, 2006

AUTHORIZATION OF AMENDMENT