AMENDMENT NO. 2 TO FIRST LIEN TERM LOAN AGREEMENT
AMENDMENT NO. 2 (this Amendment) dated as of June 28, 2019 (the Amendment Effective Date) to the First Lien Term Loan Agreement dated as of June 15, 2017 (as amended, supplemented or otherwise modified prior to the date hereof (including pursuant to Amendment No. 1 to First Lien Term Loan Agreement, dated as of March, 27, 2018, Increase Joinder No. 1A, dated as of March 1, 2019, Increase Joinder No. 1B, dated as of March 1, 2019, and Increase Joinder No. 1C, dated as of March 1, 2019), the Loan Agreement), among HORNBECK OFFSHORE SERVICES, INC. (the Parent Borrower), HORNBECK OFFSHORE SERVICES, LLC (the Co-Borrower and, together with the Parent Borrower, collectively, the Borrowers), each lender from time to time party thereto (collectively, the Lenders) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the Administrative Agent) and collateral agent (in such capacity, the Collateral Agent).
WHEREAS, the Borrowers have requested that the Loan Agreement be amended on the terms set forth herein, and each Lender party hereto consents to this Amendment.
WHEREAS, this Amendment includes amendments to the Loan Agreement that are subject to the approval of the Required Lenders, and that, in each case, will become effective on the Amendment Effective Date (as defined below) on the terms and subject to the conditions set forth herein.
WHEREAS, the Lenders party hereto constitute, collectively, the Required Lenders.
Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.01 Definitions. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Loan Agreement as amended by this Amendment.
AMENDMENTS TO THE LOAN AGREEMENT
Section 2.01 Amendments to Loan Agreement. Each of the parties hereto agrees that, effective on the Amendment Effective Date, the Loan Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example:
stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the changed pages of the Loan Agreement attached as Exhibit A hereto.
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent and each Lender that, on and as of the Amendment Effective Date:
(a) The execution, delivery and performance by such Loan Party of this Amendment have been duly authorized by all necessary limited liability company or corporate and, if required, member, or shareholder action, and do not and will not violate the Organizational Documents of such Loan Party or any Restricted Subsidiary of the Parent Borrower.