Fourth Amendment to the Credit Agreement, dated as of February 13, 2007.



 Exhibit 4.8 
 EXECUTION COPY 
 February 13, 2007 
 Hercules Offshore, Inc. 
 11 Greenway Plaza, Suite 2950 
 Houston, Texas 77046 
  

	Re:	Fourth 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”), that Second Amendment dated January 25, 2006 (the “Second Amendment”), that Third Amended dated June 12, 2006 (the “Third Amendment”), and as the same 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”) (“Fourth Amendment”). 

 Ladies and Gentlemen: 
 Reference is made to the Credit Agreement. Except as specifically defined to the
contrary herein, capitalized terms used in this Fourth Amendment shall have the meanings given them in the Credit Agreement. 
 The Borrower
has requested and, with the approval of the requisite Lenders attached hereto, the Agent has agreed to amend the Credit Agreement as follows: 
 1. Article I of the Credit Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order: 
 “Investment Policy” shall mean, the Hercules Offshore, Inc. Investment Policy attached hereto as Exhibit K, and such amendments thereto or replacements thereof as may be approved in writing by the Agent from time to time.

 2. Section 9.05 of the Credit Agreement is hereby amended by deleting the period at the end of subsection (i) thereof and
inserting a semicolon followed by the word “and” and the following new subsection (j): 
 “(j) Other
Investments which are consistent with the Investment Policy.” 
 3. Section 9.07 of the Credit Agreement is hereby amended and
restated as follows: 
 “Section 9.07 Limitation on Operating Leases. The Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal), under operating leases or operating lease agreements which would cause the aggregate amount of all
payments made by the Borrower and the Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $10,000,000 in any period of twelve consecutive calendar
months during the life of such leases.” 







 4. The Credit Agreement is hereby amended by adding a new Exhibit K in the form attached hereto as
Attachment 1. 
 This Fourth Amendment shall be deemed effective as of December 15, 2006 upon the receipt by the Agent via facsimile
(followed by the prompt delivery of original signatures) of counterpart originals of this Fourth Amendment, in each case duly executed and delivered by the Agent, the Borrower, and the requisite Lenders. 
 The facsimile or other electronically transmitted copy of this Fourth Amendment is to be treated the same as an originally executed copy of this Fourth
Amendment. 
 This Fourth 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 Fourth Amendment each of the representations and
warranties set forth in Sections 7.01 through 7.22, inclusive, of the Credit Agreement (except to the extent that such representations and warranties were expressly made as of a particular date, in which event the Borrower ratifies and confirms that
such representations and warranties were true and correct as of such date). 
 This Fourth 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 Fourth 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.

  

 2 








 By signing and returning a counterpart of this Fourth Amendment to the Agent, the Borrower acknowledges
acceptance of the terms of this Fourth Amendment. This Fourth Amendment shall not become effective unless and until the counterpart signature pages of the Borrower and the requisite Lenders are executed and returned to the Agent (via facsimile at
(313) 222-9434 or electronic pdf file to wbmurdock@comerica.com; Attn: Bill Murdock). 
 (Signatures appear on the following pages)

  

 3 









			
	 Very truly yours,
  
 COMERICA BANK, as Agent

		
	By:	 	/s/ S. John Castellano
		 	S. John Castellano
	Its:	 	Senior Vice President


 AGREED TO AND ACCEPTED BY: 
  

			
	COMERICA BANK, as Lender
		
	By:	 	/s/ S. John Castellano
		 	S. John Castellano
	Its:	 	Senior Vice President


  

 4 








 AGREED TO AND ACCEPTED BY: 
  

			
	 Hercules Offshore, Inc.

		
	By:	 	 /s/ Stephen Butz

	Its:	 	Vice President and Treasurer








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

			
	 Venture II CDO 2002, Limited
 By its investment advisor,
 MJX Asset Management LLC
  

	[Lender]
		
	By:	 	 /s/ Kenneth Ostmann

	Name:	 	Kenneth Ostmann
	Title:	 	Director
		
	Date:	 	 February 13, 2007



  

 6 








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

			
	 Venture CDO 2002, Limited
 By its investment advisor,
 MJX Asset Management LLC
  

	[Lender]
		
	 By:
	 	 /s/ Kenneth Ostmann

	 Name:
	 	Kenneth Ostmann
	 Title:
	 	Director
		
	 Date:
	 	 February 13, 2007



  

 7 








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

			
	 Venture V CDO Limited
 By its investment advisor,
 MJX Asset Management LLC
  

		 	[Lender]
		
	By:	 	 /s/ Kenneth Ostmann

	Name:	 	Kenneth Ostmann
	Title:	 	Director
		
	Date:	 	 February 13, 2007



  

 8 








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

			
	 Venture IV CDO Limited
 By its investment advisor,
 MJX Asset Management LLC
  

	[Lender]
		
	 By:
	 	 /s/ Kenneth Ostmann

	 Name:
	 	Kenneth Ostmann
	 Title:
	 	Director
		
	 Date:
	 	 February 13, 2007



  

 9 








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

			
	 Vista Leveraged Income Fund
 By its investment advisor,
 MJX Asset Management LLC
  

		 	[Lender]
		
	By:	 	 /s/ Kenneth Ostmann

	Name:	 	Kenneth Ostmann
	Title:	 	Director
		
	Date:	 	 February 13, 2007



  

 10 








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

			
	 ORIX FINANCE CORP.

	[Lender]
		
	By:	 	 /s/ Christopher L. Smith

	Name:	 	Christopher L. Smith
	Title:	 	Authorized Representative
		
	Date:	 	 February 13, 2007
  



  

 11 








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

			
	 OLYMPIC CLO I

	[Lender]
		
	 By:
	 	 /s/ John M. Casparian

	 Name:
	 	John M. Casparian
	 Title:
	 	Senior Managing Director
		 	Churchill Pacific, Manager
		
	 Date:
	 	February 12, 2007


  

 12 








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

			
	 AMEGY BANK NATIONAL ASSOCIATION

	[Lender]
		
	By:	 	 /s/ C. Ross Bartley

	Name:	 	C. Ross Bartley
		
	Date:	 	February 12, 2007


  

 13 








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

			
	 PPM MONARCH BAY FUNDING LLC

	[Lender]
		
	 By:
	 	 /s/ Kristi Milton

	 Name:
	 	Kristi Milton
		
	 Date:
	 	February 12, 2007


  

 14 








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

			
	
	 SIERRA CLO I

	[Lender]
		
	 By:
	 	 /s/ John M. Casparian

	 Name:
	 	John M. Casparian
	 Title:
	 	Senior Managing Director
		 	Churchill Pacific, Manager
		
	 Date:
	 	February 12, 2007


  

 15 








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

			
	 WHITNEY CLO I

	[Lender]
		
	 By:
	 	 /s/ John M. Casparian

	 Name:
	 	John M. Casparian
	 Title:
	 	Senior Managing Director
		 	Churchill Pacific, Manager
		
	 Date:
	 	February 12, 2007


  

 16 








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

			
	 RIVIERA FUNDING LLC

	[Lender]
		
	 By:
	 	 /s/ Kristi Milton

	 Name:
	 	Kristi Milton
		
	 Date:
	 	February 12, 2007


  

 17 








 AUTHORIZATION OF AMENDMENT 
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing Fourth 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

	[Lender]
		
	 By:
	 	 /s/ Diana M. Himes

	 Name:
	 	Diana M. Himes
	 Title:
	 	Associate
		
	 Date:
	 	 February 12, 2007



  

 18 








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

			
	 WB Loan Funding 4, LLC

	[Lender]
		
	 By:
	 	 /s/ Diana M. Himes

	 Name:
	 	Diana M. Himes
	 Title:
	 	Associate
		
	 Date:
	 	 February 12, 2007



  

 19 








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

			
	 PPM SHADOW CREEK FUNDING LLC

	[Lender]
		
	 By:
	 	 /s/ Kristi Milton

	 Name:
	 	Kristi Milton
		
	 Date:
	 	February 12, 2007


  

 20 








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

			
	 UBS AB, Stamford Branch

	[Lender]
		
	By:	 	 /s/ Douglas Gervolino

	Name:	 	Douglas Gervolino
	Title:	 	Associate Director Banking Products Services, US
		
	Date:	 	 February 11, 2007

		
	By:	 	 /s/ Toba Lumbantobing

	Name:	 	Toba Lumbantobing
	Title:	 	Associate Director Banking Products Services, US
		
	Date:	 	 February 11, 2007



  

 21 








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

			
	 Oppenheimer Senior Floating Rate Fund

	[Lender]
		
	 By:
	 	 /s/ Jason Reuter

	 Name:
	 	Jason Reuter
	 Title:
	 	Manager
		
	 Date:
	 	 February 8, 2007



  

 22 








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

			
	 Whitney National Bank

	[Lender]
		
	 By:
	 	 /s/ Stephen Birnbaum

	 Name:
	 	Stephen Birnbaum
		
	 Date:
	 	2-9-07


  

 23 








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

			
	GREYROCK CDO LTD
	By:	 	 Aladdin Capital Management as Manager

	[Lender]
		
	 By:
	 	 /s/ Stephen H. Hooker

	 Name:
	 	Stephen H. Hooker, CFA
	 Title:
	 	Director
		
	 Date:
	 	2/9/07


  

 24 








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

			
	US Capital Funding V, Ltd.
	 By: Stone Castle Advisors, LLC

	[Lender]
		
	 By:
	 	 /s/ Matthew Mayers

	 Name:
	 	Matthew Mayers
		
	 Date:
	 	2/8/07


  

 25 








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

			
	 Cambria Institutional Loan Fund

	[Lender]
		
	By:	 	 /s/ Olivier A. Taboures

	Name:	 	Olivier A. Taboures
		
	Date:	 	2-9-07


  

 26 








 AUTHORIZATION OF AMENDMENT 
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing Fourth 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
  

		 	[Lender]
		
	By:	 	 /s/ AMERICO CASCELLA

	Name:	 	AMERICO CASCELLA
	Title:	 	VICE PRESIDENT
		
	Date:	 	February 12, 2007


  

 27 








 AUTHORIZATION OF AMENDMENT 
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing Fourth 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
  

		 	[Lender]
		
	By:	 	 /s/ AMERICO CASCELLA

	Name:	 	AMERICO CASCELLA
	Title:	 	VICE PRESIDENT
		
	Date:	 	February 12, 2007


  

 28 








 AUTHORIZATION OF AMENDMENT 
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing Fourth 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

	  
 [Lender]

		
	By:	 	 /s/ AMERICO CASCELLA

	Name:	 	AMERICO CASCELLA
	Title:	 	VICE PRESIDENT
		
	Date:	 	February 12, 2007


  

 29 








 AUTHORIZATION OF AMENDMENT 
 The undersigned Lender hereby consents to amendments as specified above and authorizes the Agent to issue the foregoing Fourth 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
  

		 	[Lender]
		
	 By:
	 	 /s/ AMERICO CASCELLA

	 Name:
	 	AMERICO CASCELLA
	 Title:
	 	VICE PRESIDENT
		
	 Date:
	 	February 12, 2007


  

 30 








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

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

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

		 	[Lender]
		
	By:	 	 /s/ AMERICO CASCELLA

	Name:	 	AMERICO CASCELLA
	Title:	 	VICE PRESIDENT
		
	Date:	 	February 12, 2007


  

 31 








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

			
	ARES LEVERAGED FINANCE GENERAL II
		
	 By:
	 	ARES CLO MANAGEMENT IIIR/IVR, L.P.
		
	 By:
	 	 ARES CLO GP IIIR/IVR, LLC, ITS
 GENERAL
PARTNER

		
	 By:
	 	 ARES MANAGEMENT LLC, ITS MANAGER

	[Lender]
		
	 By:
	 	 /s/ AMERICO CASCELLA

	 Name:
	 	AMERICO CASCELLA
	 Title:
	 	VICE PRESIDENT
		
	 Date:
	 	February 12, 2007


  

 32 








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

			
	 SERVES 2006-1, Ltd.

	[Lender]
		
	By:	 	 /s/ Chris Kappas

	Name:	 	Chris Kappas
	Title:	 	Managing Director
		 	PPM America, Inc., as Collateral Manager
		
	Date:	 	 February 13, 2007



  

 33 








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

			
	 PPM GRAYHAWK CLO, LTD.

	[Lender]
		
	 By:
	 	 /s/ Chris Kappas

	 Name:
	 	Chris Kappas
	 Title:
	 	Managing Director
		 	PPM America, Inc., as Collateral Manager
		
	 Date:
	 	 February 13, 2007



  

 34 








 ATTACHMENT 1 
 Hercules Offshore, Inc. Investment Policy 
  

	 	1.	Purpose: This corporate investment policy is designed to provide the operational guidelines for the management of the company’s corporate cash assets. 


 

	 	2.	Objectives: 

 A. Preserve capital;

 B. Provide sufficient liquidity to satisfy operating requirements, working capital purposes and strategic initiatives;

 C. Capture a market rate of return based on the company’s investment policy parameters and market conditions.

  

	 	3.	Eligible Instruments: Assets subject to this investment policy may be invested only in the following U.S. Dollar denominated securities: 

  

			
		
	 • Money market mutual funds
	  	• Obligations issued by the U.S. Treasury
		
	 • Obligations of a U.S. Federal
	  	• Auction Rate Certificates
		
	 Agency or U.S. Government
	  	• Auction Preferred Stock
		
	 Sponsored enterprise
	  	• Certificates of Deposit
		
	 • Commercial Paper
	  	• Municipal Securities
		
	 • Corporate Debt
	  	• Repurchase Transactions
		
	 • Variable Rate Demand Obligations
	  	• Eurodollar Time Deposits

  

	 	4.	Final Maturity: No security in the account may have a final maturity of more than 90 days other than Eligible Instruments with auction or put features, with the next
auction or put date within 90 days. With respect to those instruments, the next auction or put date, and not final maturity, should be considered as the instrument’s final maturity for all purposes hereunder. 

  

	 	5.	Credit Rating Minimums: Account assets may be invested only in Eligible Instruments: (i) bearing a credit rating of A-2/P-2 or higher for short-term investments
and; (ii) bearing a credit rating of A-/A3 or higher for longer-term investments. 

  

	 	6.	Issuer Concentration: No more than 25% of the total portfolio per issuer at the time of purchase. Money Market, Mutual Funds, U.S. Treasury Obligations, Certificate of
Deposit, and Eurodollar Time Deposits are exempt from these concentration limits. 

  

	 	7.	Communication: The investment provider will contact the company’s Treasury Department as soon as reasonably practicable upon the occurrence of any of the
following events: 

 A. A security held in the account is downgraded; 
 B. A security held in the account is downgraded causing the credit quality to fall below the minimum standards stated in this Investment
Policy. 
  

	 	8.	Changes to the Investment Policy: Any changes to the investment policy will be discussed with the Audit Committee of Hercules Board of Directors.