INCREASE JOINDER NO. 1A
This INCREASE JOINDER NO. 1A, dated as of March 1, 2019 (this Increase Joinder), is being entered into with respect to the First Lien Term Loan Agreement, dated as of June 15, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Term Loan Agreement), among HORNBECK OFFSHORE SERVICES, INC., a Delaware corporation (the Parent Borrower), HORNBECK OFFSHORE SERVICES, LLC, a Delaware limited liability company (the Co-Borrower), the Lenders party thereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the Administrative Agent) for the Lenders.
A. Section 2.09 of the Term Loan Agreement provides that Borrowers may, from time to time, request Incremental Term Commitments in an aggregate amount not to exceed the Incremental Amount subject to the terms and conditions set forth therein.
B. The Borrowers desire to incur Incremental Term Commitments pursuant to Section 2.09 of the Term Loan Agreement in an aggregate principal amount of $50.0 million (the No. 1 Incremental Term Commitments and the Loans made pursuant to the No. 1 Incremental Term Commitments, the No. 1 Incremental Term Loans), a portion of which in an aggregate principal amount of $19,903,450 is being evidenced pursuant to this Increase Joinder (such Incremental Term Commitments, the No. 1A Incremental Term Commitments; the Lenders providing the No. 1A Incremental Term Commitments, the No. 1A Incremental Term Lenders; and the Loans made pursuant to the No. 1A Incremental Term Commitments, the No. 1A Incremental Term Loans), for purposes of Redeeming the Repurchased Notes (as defined in the No. 1A Note Purchase Agreement referred to below).
C. The No. 1A Incremental Term Lenders desire to provide the No. 1A Incremental Term Commitments in the several amounts set forth on Schedule A hereto.
D. In addition, the Borrowers desire to incur additional No. 1 Incremental Term Commitments pursuant to the Increase Joinders attached as Exhibit A hereto (the Additional Increase Joinders), and request the Initial Lenders to provide their written consent thereto.
E. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Term Loan Agreement.
In consideration of the premises and the agreements, provisions and covenants contained herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:
SECTION 1. Increase Joinder.
(a) This Increase Joinder is an Increase Joinder referenced in Section 2.09(e) of the Term Loan Agreement. Borrowers, the Administrative Agent and the No. 1A Incremental Term Lenders hereby agree that the No. 1A Incremental Term Commitments shall become effective upon the satisfaction of the conditions set forth in Section 3 hereof (the date on which such conditions are satisfied, the Increase Effective Date). On the Increase Effective Date immediately after the establishment of the No. 1A Incremental Term Commitments, each No. 1A Incremental Term Lender shall, on a several basis, make No. 1A Incremental Term Loans to the Borrowers in the principal amount set forth opposite such No. 1A Incremental Term Lenders name on Schedule A hereto; provided that the Borrowers agree that each No. 1A Incremental Term Lenders obligation to make a No. 1A Incremental Term Loan to the Borrowers as provided in this Increase Joinder shall be satisfied by the deemed delivery by such No. 1A Incremental Term Lender of 100% of the proceeds of the No. 1A Incremental Term Loans of such No. 1A Incremental Term Lender to the No. 1A Note Sellers (as defined in Section 3 hereof) as specified in the