FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”), dated as of July 29, 2016, is by and among Hornbeck Offshore Services, LLC (the “Borrower”); Hornbeck Offshore Services, Inc. (the “Parent Guarantor”); each of the Lenders signatory hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Original Credit Agreement (as defined below), as amended hereby.

WHEREAS, the Borrower, the Parent Guarantor, the Administrative Agent and the Lenders have entered into that certain Second Amended and Restated Credit Agreement dated as of February 6, 2015 (the “Original Credit Agreement”; and as the same may be amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Amendment, the “Credit Agreement”);

WHEREAS, the undersigned Lenders are entitled to act as the Required Lenders under the Credit Agreement;

WHEREAS, in accordance with Section 12.02 of the Credit Agreement, the Borrower has requested, and the Required Lenders have consented, to amend the Original Credit Agreement in certain respects upon the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 2 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Original Credit Agreement is hereby amended as follows:

1.1    The definition of “Applicable Margin” in Section 1.02 of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:

Any increase or decrease in the Applicable Margin under the grid set forth above with respect to ABR Loans, Eurodollar Loans, or the Commitment Fee Rate, as the case may be, resulting from a change in the Total Debt to Capitalization Ratio shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered pursuant to Section 8.02(b); provided, however, that if a compliance certificate is not delivered when due in accordance with Section 8.02(b), then Pricing Level 5 shall apply as of the first Business Day after the date on which such compliance certificate was required to have been delivered until such compliance certificate is delivered to the Administrative Agent.

1.2    The definition of “Defaulting Lender” in Section 1.02 of the Original Credit Agreement is hereby amended by adding the following new subclause (iii) at the end of clause (d) thereof:

1.3    The definition of “EBITDA” in Section 1.02 of the Original Credit Agreement is hereby amended to add the following new sentence after the second sentence thereof:

1.4    The definition of “GAAP” in Section 1.02 of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:

1.5    The definition of “Pro Forma EBITDA” in Section 1.02 of the Original Credit Agreement is hereby amended by adding the following new sentence to the end thereof:

1.6    Section 1.02 of the Original Credit Agreement is hereby amended by deleting the definition of “Specified Vessel Sale” therefrom.

1.7    Section 1.02 of the Original Credit Agreement is hereby amended to add each of the following definitions in correct alphabetical order:

“Bail-In Legislation” means (a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation for such EEA Member Country as described in the EU Bail-In Legislation Schedule from time to time; and (b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

1.8    Section 2.01 of the Original Credit Agreement is hereby amended by adding the following new sentence to the end thereof:

1.9    Section 2.03 of the Original Credit Agreement is hereby amended as follows:

(a)    By amending and restating clause (b) thereof to read as follows:

an integral multiple of $500,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $300,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of seven (7) Eurodollar Borrowings outstanding. The aggregate amount of outstanding Borrowings and LC Exposure shall not exceed $75,000,000 at any time during the Interest Coverage Holiday.

(b)    By amending and restating the second to last paragraph of clause (d) thereof to read as follows:

1.10    The Original Credit Agreement is hereby amended by replacing all references to “one hundred fifty percent (150%)” in Sections 2.06(c), 3.04(c)(ii), 6.02(a), 8.08(f) and 8.16 thereof with “two hundred percent (200%)”.

1.11    Section 2.13(a)(iv) of the Original Credit Agreement is hereby amended by amending and restating the last sentence thereof as follows:

1.12    Section 3.04(c) of the Original Credit Agreement is hereby amended by adding a new clause (iii) thereto immediately following existing clause (ii) thereof (and renumbering all subsequent clauses accordingly), which new clause shall read as follows:

(iii)    If, at the end of the last Business Day of any week or, if a Default or Event of Default has occurred and is continuing, at the end of any Business Day (A) there are outstanding Borrowings or LC Exposure for any Lender and (B) the Borrower has any Excess Cash as of the date of such determination, then the Borrower shall, within two (2) Business Days, prepay the Borrowings in an aggregate principal amount equal to the amount of such Excess Cash.

1.13    Section 6.02 of the Original Credit Agreement is hereby amended as follows:

(a)    By adding a new clause (g) thereto immediately following existing clause (f) thereof, which shall read as follows:

(b)    By amending and restating the last sentence thereof to read as follows:

1.14    Section 7.04(b) of the Original Credit Agreement is hereby amended to replace “December 31, 2013” with “December 31, 2015”.

1.15    The Original Credit Agreement is hereby amended by adding the following new Section 7.23 thereto:

1.16    Section 8.16 of the Original Credit Agreement is hereby amended by adding the following new sentence to the end thereof:

1.17    Section 8.17 of the Original Credit Agreement is hereby amended by amending and restating the first sentence thereof to read as follows:

1.18    Section 9.01 of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:

1.19    Section 9.03 of the Original Credit Agreement is hereby amended as follows:

(a)    By deleting clause (m) therefrom in its entirety (whereupon all subsequent clauses of Section 9.03 shall be relettered accordingly).

(b)    By amending and restating existing clause (q) thereof (to be relettered as clause (p) pursuant to the foregoing amendment) to read as follows:

1.20    Section 9.04 of the Original Credit Agreement is hereby amended as follows:

(a)    By adding a new clause (b) thereto (whereupon existing clause (b) and all subsequent clauses of Section 9.04 shall be relettered accordingly), which new clause (b) shall read as follows:

(b)    By amending and restating existing clause (e) thereof (to be relettered as clause (f) pursuant to the foregoing amendment) to read as follows:

1.21    Section 9.06 of the Original Credit Agreement is hereby amended as follows:

(a)    By replacing all references to “$20,000,000” in clauses (a) and (b) thereof with “$100,000,000”.

(b)    By deleting the “and” and inserting a comma immediately before sub-clause (5), and adding the following new sub-clause (6), at the end of clause (a) thereof:

(c)    By deleting the “and” and inserting a comma immediately before sub-clause (7), and adding the following new sub-clause (8), at the end of clause (b) thereof:

(d)    By adding new clause (c) at the end thereof, which shall read as follows:

(e)    By adding new clause (d) thereafter, which shall read as follows:

1.22    Section 9.09 of the Original Credit Agreement is hereby amended as follows:

(a)    By replacing all references to “$100,000,000” in clauses (c) and (d) thereof with “$150,000,000”.

(b)    By deleting the “and” and inserting a comma immediately before sub-clause (iv), and adding the following new sub-clause (v), at the end of each of clauses (c) and (d) thereof:

(c)    By replacing the period at the end of clause (e) with a semicolon and adding a new clause (f), which shall read as follows:

1.23    Section 9.12 of the Original Credit Agreement is hereby amended by adding the following new sentence to the end thereof:

1.24    Section 9.15 of the Original Credit Agreement is hereby amended as follows:

(a)    By amending and restating clause (c) thereof to read as follows:

(b)    By amending and restating the proviso thereto to read as follows:

provided that in the case of (d) above (i) not less than seventy-five percent (75%) of the consideration received in respect of such sale or other disposition shall be cash or cash equivalents, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Property or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Parent Guarantor and, if requested by the Administrative Agent, the Parent Guarantor shall deliver a certificate of a Responsible Officer of the Parent Guarantor certifying to that effect), and (iii) all such sales or other dispositions of Property or Subsidiaries owning Properties do not have a fair market value in excess of (x) twenty percent (20%) of the Consolidated Net Tangible Assets of the Parent Guarantor in any twelve (12) month period in the aggregate, if at the time of such sale or other disposition the Senior Secured Leverage Ratio is less than or equal to 2.00 to 1.00, or (y) ten percent (10%) of the Consolidated Net Tangible Assets of the Parent Guarantor in any twelve (12) month period in the aggregate, if at the time of such sale or other disposition the Senior Secured Leverage Ratio is greater than 2.00 to 1.00, in each case, determined based on the financial information most recently reported to the Administrative Agent and the Lenders of the Parent Guarantor and its Subsidiaries on a consolidated basis as of the most recent quarter end preceding the end of such twelve (12) month period.

1.25    Section 9.16 of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:

1.26    The Original Credit Agreement is hereby amended by adding the following new Section 9.17 thereto:

1.27    Section 10.01(d) of the Original Credit Agreement is hereby amended and restated to read as follows:

1.28    The Original Credit Agreement is hereby amended by adding the following new Section 12.21 thereto:

1.29    The Annexes to the Original Credit Agreement are hereby amended by adding thereto Annex III attached hereto, which shall replace Annex I to the Original Credit Agreement for all purposes under the Credit Agreement from and as of the First Amendment Effective Date.

1.30    The Schedules to the Original Credit Agreement are hereby amended as follows:

(a)    By replacing Schedule 7.15 thereto with Schedule 7.15 attached hereto (from and as of the First Amendment Effective Date); and

(b)    By adding thereto Schedule 8.16B attached hereto.

(c)    By adding thereto Schedule 9.06(c) attached hereto.

SECTION 2    Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment shall become effective on and as of the date hereof upon the satisfaction of each of the following conditions precedent:

2.1    Execution and Delivery. The Administrative Agent shall have received a duly executed counterpart to this Amendment from the Borrower, each other Loan Party and the Required Lenders.

2.2    Amendment Fee. The Administrative Agent shall have received from the Borrower, for distribution to each of the undersigned Required Lenders, a non-refundable fee equal to the product of 0.25% and the amount of such Lender’s Commitment immediately after giving effect to this Amendment.

2.3    Other Fees and Expenses. The Administrative Agent and the Lenders shall have received all fees and all other amounts due and payable on or prior to the date hereof, including, without limitation, the fees set forth in that certain Fee Letter, dated as of even date herewith, between the Borrower and the Administrative Agent and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (as amended hereby).

2.4    Legal Opinion. The Administrative Agent shall have received from counsel to the Loan Parties a favorable written opinion in respect of this Amendment in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the date hereof.

2.5    Officer’s Certificate. The Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of the Loan Parties in form and substance reasonably acceptable to the Administrative Agent (a) attaching a certificate of good standing or existence for each Loan Party, as may be available from the Secretary of State (or equivalent thereof) of the jurisdiction of organization of such Loan Party, (b) certifying that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation and bylaws (or, in each case, comparable organizational documents) from the certificate of incorporation and bylaws (or, in each case, comparable organizational documents) of such Loan Party delivered pursuant to the Original Credit Agreement on the Effective Date, and (c) attaching and certifying copies of the resolutions of its board of directors or other equivalent governing body, or comparable authorizations, authorizing the execution, delivery and performance of this Amendment, the Credit Agreement (as amended hereby), the Mortgage Amendment (as defined below) and any other Loan Documents executed in connection herewith to which such Loan Party is a party and certifying the name, title and true signature of each officer of such Loan Party executing such Loan Documents to which it is a party.

SECTION 3.    Post-Closing Covenant. Within ten (10) days after the First Amendment Effective Date (or such longer period as the Administrative Agent may approve in its sole discretion), the Administrative Agent shall have received (x) from the Borrower a fully executed and notarized Third Amendment to First Preferred Fleet Mortgage in substantially the form of Exhibit A hereto (the “Mortgage Amendment”), for the benefit of the Lenders and the Secured Swap Providers, and

all documents, certificates and other instruments required by the terms thereof, and (y) from counsel to the Loan Parties a favorable written opinion in respect of the Mortgage Amendment in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the date of such Mortgage Amendment. The failure of any Loan Party to perform or comply with this Section 3 shall constitute an Event of Default under the Credit Agreement.

SECTION 4.    Representations and Warranties of Loan Parties. To induce the Lenders to enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders as follows:

4.1    Credit Agreement Representations and Warranties. After giving effect to the amendments herein, each representation and warranty of such Loan Party contained in the Credit Agreement or in any other Loan Document is true and correct in all material respects on the date hereof (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date and any representation or warranty which is qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects).

4.2    Authority; Enforceability. The execution, delivery and performance by such Loan Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Loan Party limited liability company or corporate powers and have been duly authorized by all necessary limited liability company or corporate action. This Amendment and any other document contemplated hereby to which such Loan Party is party has been duly executed and delivered by its and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.3    Approvals; No Conflicts. The execution, delivery and performance by such Loan Party of this Amendment and all documents, instruments and agreements contemplated herein (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members or shareholders of the Borrower, the Guarantors or any other Person) other than appropriate filings with the Securities and Exchange Commission relating to this Amendment, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than the recording and filing of the Security Instruments as required thereby or by this Agreement, (b) will not violate any applicable law or regulation or the Organizational Documents of the Borrower, the Guarantors or any Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent Guarantor, the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any material payment to be made by the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower, the Guarantors or any Subsidiary (other than the Liens created by the Loan Documents).

4.4    No Default. As of the date of this Amendment, both before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

5.1    Reaffirmation of Loan Documents and Liens. Each Loan Party hereby expressly acknowledges that (a) all of its obligations under the Guaranty and Collateral Agreement, each Fleet Mortgage (subject to the Mortgage Amendment) and the other Security Instruments and other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (b) its grant of security interests pursuant to the Security Instruments (subject to the Mortgage Amendment) are reaffirmed and remain in full force and effect after giving effect to this Amendment and (c) the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of any obligations of the Loan Parties under the Loan Documents.

5.2    Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

5.3    Costs and Expenses. The Borrower hereby agrees to pay all reasonable out-of-pocket expenses incurred by Administrative Agent and its Affiliates in connection with the preparation, negotiation and execution of this Amendment and all related documents, including all reasonable fees, charges and disbursements of Vinson & Elkins L.L.P., as counsel to Administrative Agent.

5.4    Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

5.5    Complete Agreement. This Amendment, the Credit Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof.

5.6    Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

5.7    Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

5.8    Governing Law; Jurisdiction; Waiver of Jury Trial. Section 12.09 of the Original Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

(a)    This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the “Credit Agreement” in any other Loan Document, or in any other agreements, documents or other instruments executed and delivered pursuant to the Loan Documents, shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(b)    Except as amended and modified hereby and by the Mortgage Amendment, any and all of the terms and provisions of the Original Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Loan Party. Each Loan Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Loan Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

(c)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents, nor serve to effect a novation of any obligations of the Loan Parties under the Loan Documents.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.