Fourth Amendment to Credit Agreement among Hercules Offshore, Inc., Comerica Bank, and Lenders (February 13, 2007)

Summary

This amendment updates the existing credit agreement between Hercules Offshore, Inc., Comerica Bank (as agent and lender), and other participating lenders. The changes include adding a new investment policy, allowing certain investments consistent with that policy, and setting a $10 million annual cap on operating lease payments. The amendment is effective once all parties sign and return the document. All other terms of the original credit agreement remain unchanged, and this amendment does not waive any other rights or obligations under the agreement.

EX-4.8 2 dex48.htm FOURTH AMENDMENT TO THE CREDIT AGREEMENT, DATED AS OF FEBRUARY 13, 2007. Fourth Amendment to the Credit Agreement, dated as of February 13, 2007.

Exhibit 4.8

EXECUTION COPY

February 13, 2007

Hercules Offshore, Inc.

11 Greenway Plaza, Suite 2950

Houston, Texas 77046

Re:

Fourth 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”), that Second Amendment dated January 25, 2006 (the “Second Amendment”), that Third Amended dated June 12, 2006 (the “Third Amendment”), and as the same 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”) (“Fourth Amendment”).

Ladies and Gentlemen:

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

The Borrower has requested and, with the approval of the requisite Lenders attached hereto, the Agent has agreed to amend the Credit Agreement as follows:

1. Article I of the Credit Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order:

“Investment Policy” shall mean, the Hercules Offshore, Inc. Investment Policy attached hereto as Exhibit K, and such amendments thereto or replacements thereof as may be approved in writing by the Agent from time to time.

2. Section 9.05 of the Credit Agreement is hereby amended by deleting the period at the end of subsection (i) thereof and inserting a semicolon followed by the word “and” and the following new subsection (j):

“(j) Other Investments which are consistent with the Investment Policy.”

3. Section 9.07 of the Credit Agreement is hereby amended and restated as follows:

“Section 9.07 Limitation on Operating Leases. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal), under operating leases or operating lease agreements which would cause the aggregate amount of all payments made by the Borrower and the Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $10,000,000 in any period of twelve consecutive calendar months during the life of such leases.”

4. The Credit Agreement is hereby amended by adding a new Exhibit K in the form attached hereto as Attachment 1.

This Fourth Amendment shall be deemed effective as of December 15, 2006 upon the receipt by the Agent via facsimile (followed by the prompt delivery of original signatures) of counterpart originals of this Fourth Amendment, in each case duly executed and delivered by the Agent, the Borrower, and the requisite Lenders.

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

This Fourth 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 Fourth Amendment each of the representations and warranties set forth in Sections 7.01 through 7.22, inclusive, of the Credit Agreement (except to the extent that such representations and warranties were expressly made as of a particular date, in which event the Borrower ratifies and confirms that such representations and warranties were true and correct as of such date).

This Fourth 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 Fourth 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 Fourth Amendment to the Agent, the Borrower acknowledges acceptance of the terms of this Fourth Amendment. This Fourth Amendment shall not become effective unless and until the counterpart signature pages of the Borrower and the requisite Lenders are executed and returned to the Agent (via facsimile at (313) ###-###-#### or electronic pdf file to ***@***; Attn: Bill Murdock).

(Signatures appear on the following pages)


Very truly yours, COMERICA BANK, as Agent

By:		/s/ S. John Castellano
		S. John Castellano
Its:		Senior Vice President

AGREED TO AND ACCEPTED BY:


COMERICA BANK, as Lender

By:		/s/ S. John Castellano
		S. John Castellano
Its:		Senior Vice President

AGREED TO AND ACCEPTED BY:


Hercules Offshore, Inc.

By:		/s/ Stephen Butz
Its:		Vice President and Treasurer

AUTHORIZATION OF AMENDMENT