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) 565-3750 or electronic pdf file to Mona_Foch@comerica.com; Attn: Mona Foch). 
  
 (Signatures appear on the following pages) 
  

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	 Very truly yours,

	
	 COMERICA BANK

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


  

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	 AGREED TO AND ACCEPTED BY:

	
	 Hercules Offshore, Inc.

		
	By:	 	/s/    STEVEN A. MANZ        
	 Its:
	 	CFO
		
	 Dated:
	 	 January 24, 2006


  

 4 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 Cambria Institutional Loan Fund

	 [Lender]

		
	By:	 	/s/    OLIVIER A.
TABOURET        
	 Name:
	 	Olivier A. Tabouret
		
	 Date:
	 	 1-24-06



  

 5 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 OWS CLO I Ltd.

	 [Lender]

		
	By:	 	/s/    WILLIAM G.
LEMBERG        
	 Name:
	 	William G. Lemberg
	 	 	Vice President
		
	 Date:
	 	 January 24, 2006



  

 6 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 US Bank Loan Fund (M) Master Trust

	 [Lender]

		
	By:	 	/s/    WILLIAM G.
LEMBERG        
	 Name:
	 	William G. Lemberg
	 	 	Vice President
		
	 Date:
	 	 January 24, 2006



  

 7 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 GREYROCK CDO LTD.

	 [Lender]

		
	By:	 	/s/    ANGELA BOZORGMIR        
	 Name:
	 	Angela Bozorgmir
		
	 Date:
	 	 January 24, 2006



  

 8 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 TRS CALLISTO LLC,

		
	 By:
	 	/s/    ALICE L. WAGNER        
	 Name:
	 	Alice L. Wagner
	 	 	Vice President
		
	 Date:
	 	 1/24/06



  

 9 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 ORIX FINANCE CORP.

	 [Lender]

		
	 By:
	 	/s/    CHRISTOPHER L.
SMITH        
	 Name:
	 	Christopher L. Smith
	 	 	Authorized Representative
		
	 Date:
	 	 1/24/06



  

 10 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 KKR Financial CLO 2005-I, Ltd.

		
	 By:
	 	/s/    MORGAN W.
GILLETTE        
	 Name:
	 	Morgan W. Gillette
	 Title:
	 	Authorized Signatory
		
	 Date:
	 	 January 24, 2006



  
 Hercules 
  

 11 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 Amegy Bank National Association

	 [Lender]

		
	 By:
	 	/s/    C. ROSS BARTLEY        
	 Name:
	 	C. Ross Bartley
		
	 Date:
	 	 January 24, 2006



  

 12 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
		
	 By:
	 	Ares Enhanced Loan Management II, L.P., Investment Manager
		
	 By:
	 	 Ares Enhanced Loan GP II, LLC
 Its General
Partner

		
	 By:
	 	/s/    DAVID A. SACHS        
	 Name:
	 	David A. Sachs
	 Title:
	 	Vice President
		
	 Date:
	 	 ____________________



  

 13 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Ares X CLO Ltd.
		
	By:	 	 Ares CLO Management X, L.P.,
 Investment
Manager

		
	 By:
	 	 Ares CLO GP X, LLC,
 Its General
Partner

		
	 By:
	 	/s/    DAVID A. SACHS        
	 Name:
	 	David A. Sachs
	 Title:
	 	Vice President
		
	 Date:
	 	 ____________________



  

 14 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
		
	 By:
	 	Ares Enhanced Loan Management, L.P., Investment Manager
		
	 By:
	 	 Ares Enhanced Loan GP, LLC
 Its General
Partner

		
	 By:
	 	/s/    DAVID A. SACHS        
	 Name:
	 	David A. Sachs
	 Title:
	 	Vice President
		
	 Date:
	 	 ____________________



  

 15 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Ares IX CLO Ltd.
		
	 By:
	 	 Ares CLO Management IX, L.P.,
 Investment
Manager

		
	 By:
	 	 Ares CLO GP IX, LLC,
 Its General
Partner

		
	 By:
	 	/s/    DAVID A. SACHS        
	 Name:
	 	David A. Sachs
	 Title:
	 	Vice President
		
	 Date:
	 	 ____________________



  

 16 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Ares V CLO Ltd.
		
	 By:
	 	 Ares CLO Management V, L.P.,
 Investment
Manager

		
	 By:
	 	 Ares CLO GP V, LLC,
 Its Managing
Member

		
	 By:
	 	/s/    DAVID A. SACHS        
	 Name:
	 	David A. Sachs
	 Title:
	 	Vice President
		
	 Date:
	 	 ____________________



  

 17 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Ares IV CLO Ltd.
		
	 By:
	 	 Ares CLO Management IV, L.P.,
 Investment
Manager

		
	 By:
	 	 Ares CLO GP IV, LLC,
 Its Managing
Member

		
	 By:
	 	/s/    DAVID A. SACHS        
	 Name:
	 	David A. Sachs
	 Title:
	 	Vice President
		
	 Date:
	 	 ____________________



  

 18 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Stanfield Vantage CLO, Ltd.
	 By:
	 	 Stanfield Capital Partners, LLC
 as its Asset
Manager

	[Lender]
		
	 By:
	 	/s/    CHRISTOPHER E.
JANSEN        
	 Name:
	 	Christopher E. Jansen
	 	 	Managing Partner
		
	 Date:
	 	 ____________________



  

 19 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Stanfield Arbitrage CDO, Ltd.
	 By:
	 	 Stanfield Capital Partners, LLC
 as its Collateral
Manager

	[Lender]
		
	 By:
	 	/s/    CHRISTOPHER E.
JANSEN        
	 Name:
	 	Christopher E. Jansen
	 	 	Managing Partner
		
	 Date:
	 	 ____________________



  

 20 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Stanfield Modena CLO, Ltd
	 By:
	 	 Stanfield Capital Partners, LLC
 as its Assets
Manager

	[Lender]
		
	 By:
	 	/s/    CHRISTOPHER E.
JANSEN        
	 Name:
	 	Christopher E. Jansen
	 	 	Managing Partner
		
	 Date:
	 	 ____________________



  

 21 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Stanfield Quattro CLO, Ltd.
	 By:
	 	 Stanfield Capital Partners LLC
 As its Collateral
Manager

	[Lender]
		
	 By:
	 	/s/    CHRISTOPHER E.
JANSEN        
	 Name:
	 	Christopher E. Jansen
	 	 	Managing Partner
		
	 Date:
	 	 ____________________



  

 22 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Citicorp North America, Inc.
		
	 By:
	 	/s/    DAVID E. GRABER        
	 Name:
	 	DAVID E. GRABER
	 	 	Attorney-In-Fact
		
	 Date:
	 	 1/24/06



  

 23 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Citibank N.A.
		
	 By:
	 	/s/    DAVID E. GRABER        
	 Name:
	 	DAVID E. GRABER
	 	 	Attorney-In-Fact
		
	 Date:
	 	 1/24/06



  

 24 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	Comerica Bank
	 [Lender]

		
	 By:
	 	/s/    MONA M. FOCH        
	 Name:
	 	Mona M. Foch
	 	 	Senior Vice President - Texas Division
		
	 Date:
	 	 January 24, 2006



  

 25 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	RIVIERA FUNDING LLC
	[Lender]
		
	 By:
	 	/s/    M. CRISTINA
HIGGINS        
	 Name:
	 	M. Cristina Higgins
		
	 Date:
	 	 January 25, 2006



  

 26 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	PPM SPYGLASS FUNDING TRUST
	[Lender]
		
	 By:
	 	/s/    M. CRISTINA
HIGGINS        
	 Name:
	 	M. Cristina Higgins
		
	 Date:
	 	 January 25, 2006



  

 27 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 PPM SHADOW CREEK FUNDING LLC

	 [Lender]

		
	By:	 	/s/    M. CRISTINA
HIGGINS        
	 Name:
	 	M. Cristina Higgins
		
	Date:	 	 January 25, 2006



  

 28 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 PPM MONARCH BAY FUNDING LLC

	 [Lender]

		
	By:	 	/s/    M. CRISTINA
HIGGINS        
	 Name:
	 	M. Cristina Higgins
		
	Date:	 	 January 25, 2006



  

 29 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 CITIGROUP FINANCIAL PRODUCTS, INC.

	 [Lender]

		
	By:	 	/s/    JASON TRALA        
	 Name:
	 	Jason Trala
	 	 	AUTHORIZED SIGNATORY
		
	Date:	 	 1/24/2006



  

 30 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 WB Loan Funding 4, LLC

		
	By:	 	/s/    DIANA M. HIMES        
	 Name:
	 	Diana M. Himes
	 	 	Associate
		
	Date:	 	 ______________________



  

 31 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 Atlas Loan Funding 2, LLC

	 By:
	 	Atlas Capital Funding, Ltd.
	 By:
	 	Structured Asset Investors, LLC
	 Its Investment Manager

		
	By:	 	/s/    BRYAN P.
MCGRATH        
	 Name:
	 	Bryan P. McGrath
	 	 	Vice President
		
	Date:	 	 ______________________



  

 32 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 UBS AG, Stamford Branch

	 [Lender]

		
	By:	 	/s/    IRJA R. OTSA        
	 Name:
	 	Irja R. Otsa
	 	 	Associate Director
	 	 	Banking Products
	 	 	Services, US
		
	Date:	 	 1-25-06

		
	By:	 	/s/    TOBA LUMBANTOBING        
	 Name:
	 	Toba Lumbantobing
	 	 	Associate Director
	 	 	Banking Products
	 	 	Services, US


  

 33 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing
Second Amendment subject to the foregoing terms and conditions. 
  

			
	 CANADIAN IMPERIAL BANK OF COMMERCE

		
	By:	 	/s/    JOHN O’DOWD        
	 Name:
	 	John O’Dowd
	 Title:
	 	Authorized Signatory
		
	By:	 	/s/    SHIRA ASCHKENASY        
	 Name:
	 	Shira Aschkenasy
	 Title:
	 	Authorized Signatory
		
	Date:	 	 1/25/06



  

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