EX-4.1



 Exhibit 4.1 
 HORNBECK OFFSHORE SERVICES, INC. 
 AND 

THE GUARANTORS NAMED HEREIN, 
 AND 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 
  

 
 SECOND
SUPPLEMENTAL INDENTURE 
 Dated as of March 27, 2013 

to 
 Indenture

 Dated as of August 17, 2009 
 Series A and Series B 
 8.000% Senior Notes due 2017 







 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of March 27, 2013, is by and among Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereof and Wells Fargo Bank, National Association, a national
banking association, as trustee (the “Trustee”). 
 WHEREAS, the Trustee, the Company and certain subsidiaries
of the Company have heretofore executed and delivered that certain Indenture dated as of August 17, 2009 (the “Indenture”), providing for the issuance of 8.000% Series A Senior Notes due 2017 and 8.000% Series B Senior Notes due 2017;

 WHEREAS, on August 17, 2009, the Company issued $250,000,000 in aggregate principal amount of its 8.000% Series A Senior
Notes due 2017 and subsequently exchanged such notes for an equal aggregate principal amount of its 8.000% Series B Senior Notes due 2017 (collectively, the “Notes”); 

WHEREAS, $250,000,000 in principal amount of Notes is currently outstanding; 

WHEREAS, Section 9.02 of the Indenture provides that, with the consent of Holders of a majority in principal amount of the Notes
then outstanding (including, without limitation, consents obtained in connection with a tender offer for Notes), the Company, when authorized by a resolution of its Board of Directors, the Guarantors and the Trustee may enter into an indenture
supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions); 
 WHEREAS, the Company desires and has requested the Trustee to join with it and the Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in
certain respects as permitted by Section 9.02 of the Indenture; 
 WHEREAS, the Company has been soliciting consents to
this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated March 14, 2013 and the related consent and letter of transmittal (which together, including any
amendments, modifications or supplements thereto, constitute the “Tender Offer”); 
 WHEREAS, the execution and
delivery of this Supplemental Indenture has been authorized by resolutions of the Board of Directors of the Company and of the Boards of Directors of each of the Guarantors; 
 WHEREAS, (1) the Company has received the consent of the Holders of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its
Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Company and the Guarantors have satisfied all other conditions
required under Article 9 of the Indenture to enable the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture. 







 NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows: 
 ARTICLE I

 AMENDMENTS TO INDENTURE AND NOTES 
 Section 1.1 Amendments to Articles 3, 4, 5 and 6. The Indenture is hereby amended by deleting the following Sections or clauses of the Indenture and all references and definitions
related thereto in their entirety: 
 Section 3.09 (Offer to Purchase by Application of Excess Proceeds); 

Section 4.03 (Reports), except as required by Section 314(a) of the TIA; 
 Section 4.04(b) and (c) (Compliance Certificate); 
 Section 4.05 (Taxes);

 Section 4.06 (Stay, Extension and Usury Laws); 
 Section 4.07 (Restricted Payments); 
 Section 4.08 (Dividend and Other Payment
Restrictions Affecting Subsidiaries); 
 Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Stock); 

Section 4.10 (Asset Sales); 

Section 4.11 (Transactions with Affiliates); 

Section 4.12 (Liens); 
 Section 4.13
(Additional Subsidiary Guarantees); 
 Section 4.15 (Offer to Purchase Upon Change of Control); 

Section 4.16 (Issuances and Sales of Capital Stock of Restricted Subsidiaries); 
 Section 4.17 (Sale-and-Leaseback Transactions); 
 Section 4.18 (No Inducements);

 Section 4.21 (Conduct of Business); 
 Section 5.01(c) and (d) (Merger, Consolidation or Sale of Assets); and 

Section 6.01(c), (d), (e) and (f) (Events of Default). 
 Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture.

 ARTICLE II 
 MISCELLANEOUS PROVISIONS 
 Section 2.1 Defined Terms.
For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the
Indenture. 







 Section 2.2 Indenture. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental
Indenture shall control. 
 Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.4 Successors. All agreements of
the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed
copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic
transmission. 
 Section 2.6 Severability. In case any one or more of the provisions in this Supplemental
Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the fullest extent permitted by law. 
 Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and
limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with
respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee
makes no representations as to the validity or sufficiency of this Supplemental Indenture. 
 Section 2.8
Effectiveness. The provisions of this Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental
Indenture shall become operative only upon the purchase by the Company, pursuant to the Tender Offer, of a majority in principal amount of the outstanding Notes (excluding, for this purpose, any Notes owned by the Company or any of its Affiliates),
with the result that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Company shall notify the Trustee promptly after the
occurrence of such purchase or promptly after the Company shall determine that such purchase will not occur. 







 Section 2.9 Endorsement and Change of Form of Notes. Any Notes
authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such
purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows: 
 “Effective as of March 27,
2013, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Second Supplemental Indenture, dated as of March 27, 2013. Reference is hereby made to such Second Supplemental
Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 

Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the
construction thereof. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above. 
  

			
		 	HORNBECK OFFSHORE SERVICES, INC.
		
	 By:
	 	/s/ James O. Harp, Jr.
		 	Name: James O. Harp, Jr.
		 	Title: Executive Vice President and Chief Financial Officer
	
	GUARANTORS:
	
	ENERGY SERVICES PUERTO RICO, LLC
	HORNBECK OFFSHORE SERVICES, LLC
	HORNBECK OFFSHORE TRANSPORTATION, LLC
	HORNBECK OFFSHORE OPERATORS, LLC
	HOS-IV, LLC
	HORNBECK OFFSHORE TRINIDAD & TOBAGO, LLC
	HOS PORT, LLC
		
	By:	 	/s/ James O. Harp, Jr.
		 	Name: James O. Harp, Jr.
		 	Title: Executive Vice President and Chief Financial Officer
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	 By:
	 	/s/ Martin Reed
		 	Name: Martin Reed
		 	Title: Vice President


 Signature Page for 2009 Supplemental Indenture