Third Amendment to Credit Agreement



 EXHIBIT 10.5 
  
 THIRD AMENDMENT TO CREDIT AGREEMENT 
  
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated September 30, 2003, is made among HORNBECK OFFSHORE SERVICES, LLC, a Delaware
limited liability company (“HOS”); HORNBECK OFFSHORE TRANSPORTATION, LLC, a Delaware limited liability company formerly known as LEEVAC Marine, LLC (“HOT”; HOS and HOT are sometimes referred to herein collectively
as the “Borrowers” and individually as a “Borrower”); HIBERNIA NATIONAL BANK, a national banking association, as agent (in such capacity, together with its successors and assigns in such capacity, the
“Agent”); and the lenders listed on the signature pages hereof (the “Banks”), which agree as follows: 
  
 W I T N E S S E T H: 
  
 WHEREAS, Borrowers, Banks (other than DVB Bank Aktiengesellschaft) and Agent previously entered into that certain Credit Agreement dated as of December 31, 2001 (as
previously amended by the First Amendment to Credit Agreement dated February 25, 2002, and the Second Amendment dated as of June 18, 2003, the “Original Credit Agreement”; the Original Credit Agreement, as amended hereby, is
hereinafter referred to as the “Credit Agreement”) pursuant to which the Banks agreed to lend money to Borrowers upon and subject to the terms and conditions thereof; 
  
 WHEREAS, capitalized terms used herein without definition shall have the respective meanings given them in the Original Credit
Agreement; 
  
 WHEREAS, Borrowers have requested that, among other things,
(i) the Commitments and the Borrowing Base be increased from $50,000,000 to $60,000,000 in connection with the construction of three (3) new barges, and (ii) the limits on capital expenditures and investments in the Original Credit Agreement be
amended to take into account those barges; 
  
 WHEREAS, the Banks (including
DVB Bank Aktiengesellschaft) and the Agent are so willing, but only upon and subject to the terms and conditions hereof; 
  
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrowers, Banks and Agent hereby agree as follows: 
  
 1. DVB Bank
Aktiengesellschaft is hereby added as a Bank under the Credit Agreement. Its Credit Commitment and its Borrowing Base Credit Commitment both are $10,000,000. The Credit Commitments and the Borrowing Base Credit Commitments of the other Banks are not
changing. Schedule 1 attached hereto reflects the foregoing and hereby amends and replaces Schedule 1 to the Original Credit Agreement (also taking into account the amendment to the definitions of Borrowing Base and Credit Limit in the
Original Credit Agreement hereinafter provided for). 
  
 2. In addition to
the amendment set forth in Section 1 above, the Original Credit Agreement is hereby amended as follows: 
  
 (a) Section 1.02 is hereby amended by deleting the definitions of Borrowing Base and Credit Limit set forth therein and substituting therefor the
following new definitions of such terms: 
  
 “Borrowing Base” shall mean Sixty Million and No/100 ($60,000,000.00) Dollars. Any increase or decrease in the 








 
Borrowing Base is subject to unanimous written approval of the Banks and, in addition, compliance, demonstrated to Agent’s satisfaction, by the Guarantor and the
Borrowers with Section 5.17 and 5.18 hereof and applicable provisions of the Indenture (including without limitation, to the extent applicable, compliance with the Consolidated Interest Coverage Ratio test at Section 4.09 of the Indenture).

  
 “Credit Limit” shall mean the lesser
of (i) the Borrowing Base from time to time in effect, and (ii) Sixty Million and No/100 ($60,000,000.00) Dollars. 
  
 3. (i) In furtherance of the requirements set forth in Section 5 hereof and in accordance with the definition of HOS Vessels, the parties acknowledge and agree that
the HOS BRIGADOON (O.N. 1077123) (the “Additional HOS Vessel”) is a HOS Vessel, and (ii) the Agent and the Required Banks hereby agree that the construction for HOT of the three (3) ocean-going double-hulled tank barges under Phase
I of HOT’s OPA 90 New-Build Program, anticipated by HOT as of the date of this Amendment to have capacity of 135,000 barrels, 115,000 barrels and 50,000 barrels, shall not be counted under subsection 8.01(o) of the Credit Agreement as capital
expenditures thereunder. 
  
 4. The Original Credit Agreement shall be
deemed amended to the extent necessary to give effect to the foregoing. Except as amended hereby, the Original Credit Agreement shall remain in full force and effect. 
  
 5. As conditions precedent to the effectiveness of this Amendment, (i) all representations and warranties set forth in the Credit
Agreement shall be true and correct as of the date hereof (other than those representations and warranties that are, by their specific items, limited in application to a specific date before the date of this Amendment), (ii) Borrowers shall have
paid or caused to be paid all costs and expenses incurred by Agent and Banks, or otherwise agreed by Borrowers to be paid, through the date hereof, (iii) Borrowers shall have paid Agent an amendment fee in the amount of $15,000 for the account of
all Banks other than DVB Bank Aktiengesellschaft ($5,000 per each such Bank) and a commitment fee in the amount of $25,000 for the account of DVB Bank Aktiengesellschaft, together with all other fees required to be paid through the date hereof, (iv)
Borrowers shall have paid all interest on the Obligations accrued and unpaid through the day before this Amendment, and (v) Agent and Banks shall have received the following, all of which shall be in form and substance satisfactory to the Agent and
in sufficient counterparts: 
  

	 	(A)	Duly executed counterparts of this Amendment signed by all parties hereto, together with duly executed counterparts of a loan assignment agreement among the Banks, the Agent and the Borrowers
and a duly executed original of a Credit Note payable to the order of DVB Bank Aktiengesellschaft in the principal amount of $10,000,000. 

  

	 	(B)	Duly executed counterparts of (1) a supplement to the HOS Fleet Mortgage and an amendment to the HOS Security Agreement, each signed by HOS and adding to the coverage thereof first priority
liens in favor of the Agent, for the ratable benefit of the Banks, on the Additional HOS Vessel and related assets and taking into account the increase in the Credit Limit effected by this Amendment (and the amendment to the HOS Security Agreement
shall be considered authorization for recordation of an amendment to the underlying financing statement to add the Additional HOS Vessel and related assets), and (2) amendments to the LM Fleet Mortgage, the LM Security Agreement, the Guaranty and
the HOS-IV Guaranty taking into account the increase in the Credit Limit effected by this Amendment. 

  

 2 









	 	(C)	Resolutions of the respective Board of Directors of each Borrower, Guarantor and HOS-IV, certified by the Secretary of each such company. 

  

	 	(D)	Copies of (i) the charter agreements, if any, relating to the Additional HOS Vessel, (ii) the Certificate of Documentation for the Additional HOS Vessel, and (iii) a vessel abstract for the
Additional HOS Vessel showing no recorded Lien thereon. 

  

	 	(E)	Evidence that the insurance required to be maintained under the Loan Documents with respect to the Additional HOS Vessel has been obtained and is in full force and effect.


  

	 	(F)	All consents to and waivers respecting the transactions contemplated hereby. 

  

	 	(G)	A current survey of the Additional HOS Vessel from the Surveyor to the Agent showing a fair market value of at least $8,000,000. 

  

	 	(H)	Legal opinions of counsel to Borrowers, Guarantor and HOS-IV as to such matters as may be required by Agent and its counsel. 

  
 6. Borrowers and, by their consent to this Amendment, Guarantor and HOS-IV specifically
reaffirm, confirm and acknowledge the respective mortgages, pledges, assignments and security agreements and all other Loan Documents by each of them in favor of or with the Agent or the Banks, including without limitation the following: 

 

	 	(i)	the HOS Security Agreement, together with the respective related UCC-1 financing statement, as amended; 

  

	 	(ii)	the LM Security Agreement, together with the related UCC-1 financing statement, as amended; 

  

	 	(iii)	the LM Fleet Mortgage; 

  

	 	(iv)	the HOS Fleet Mortgage; 

  

	 	(v)	the Guaranty; 

  

	 	(vi)	the HOS-IV Guaranty. 

  
 To the extent any of such agreements represent security for the Obligations, whether now existing or hereafter arising, such security is hereby reaffirmed, confirmed and acknowledged by each Borrower and the Guarantor and HOS-IV, as
applicable, and Obligations shall include, without limitation, the increased amount of the loans made or to be made as a result of the increase in the Credit Limit and the Borrowing Base put in place by virtue of this Amendment. 
  
 7. (a) Borrowers represent and warrant to Agent and Banks that no Default or Event of
Default exists under the Credit Agreement. 
  

 3 








 (b) Borrowers acknowledge and agree in favor of Agent and Banks that notwithstanding their
representation and warranty set forth in the immediately preceding subsection (a), to the extent that there is any Default or Event of Default under the Credit Agreement, the execution and delivery (and acceptance) of this Amendment by Agent and
Banks shall not constitute or be deemed to constitute in any respect a waiver of any such Default or Event of Default. 
  
 (c) Borrowers and, by their consent to this Amendment, Guarantor and HOS-IV acknowledge, agree, confirm, declare, represent and warrant to Agent and
Banks that all of their respective representations and warranties set forth in the Credit Agreement and the other Loan Documents are true and correct on the date hereof (other than those representations and warranties that are, by their specific
terms, limited in application to a specific date before the date of this Amendment), except that under Section 4.01 (and also in connection with Section 10.01 regarding notices) the Borrowers make reference to prior notice having been provided of
the change of their chief executive office to 103 Northpark Blvd., Suite 300, Covington, Louisiana 70433. Without limiting the generality of the foregoing, Borrowers, Guarantor and HOS-IV represent and warrant to Agent and Banks that Borrowers,
Guarantor and HOS-IV have reviewed the Indenture and are satisfied that each Borrower’s, Guarantor’s and HOS-IV’s execution, delivery and performance of this Amendment and the other documents provided in connection herewith will not
violate any provision of the Indenture. 
  
 8. This Amendment shall be
governed by and construed in accordance with the laws of the State of Louisiana. 
  
 9. This Amendment may be executed in one or more counterparts with the same effect as if the signatures hereto and thereto were upon the same instrument. 
  

 4 








 IN WITNESS WHEREOF, Borrowers, Banks and Agent have executed and delivered this Amendment on the date first above
written. 
  

	 HORNBECK OFFSHORE SERVICES, LLC

		
	 By:
	 	 /s/    Todd M. Hornbeck


	 	 	Name:	 	Todd M. Hornbeck
	 	 	Title:	 	President and Chief Executive Officer
	
	 HORNBECK OFFSHORE TRANSPORTATION, LLC
 (f/k/a LEEVAC Marine, LLC)

		
	 By:
	 	 /s/    Todd M. Hornbeck


	 	 	Name:	 	Todd M. Hornbeck
	 	 	Title:	 	President and Chief Executive Officer
	
	 HIBERNIA NATIONAL BANK, as Agent

		
	 By:
	 	 /s/    Gary Culbertson


	 	 	Name:	 	Gary Culbertson
	 	 	Title:	 	Vice President
	
	 HIBERNIA NATIONAL BANK, as a Bank

		
	 By:
	 	 /s/    Gary Culbertson


	 	 	Name:	 	Gary Culbertson
	 	 	Title:	 	Vice President
	
	 FORTIS CAPITAL CORP.

		
	 By:
	 	 /s/    Carl Rasmussen


	 	 	Name:	 	 Carl Rasmussen

	 	 	Title:	 	Vice President
		
	 By:
	 	 /s/    John C. Preneta


	 	 	Name:	 	 John C. Preneta

	 	 	Title:	 	Executive Vice President
	
	 SOUTHWEST BANK OF TEXAS, N.A.

		
	 By:
	 	 /s/    Edward K. Bowdon


	 	 	Name:	 	Edward K. Bowdon
	 	 	Title:	 	Vice President


  
 [Signatures continued on
next page.] 
  

 5 









	DVB BANK AKTIENGESELLSCHAFT
		
	By:	 	 /s/    Syban Moetotra


	 	 	Name:	 	Syban Moetotra
	 	 	Title:	 	Senior Vice President


  

	ACCEPTED AND AGREED TO:
	
	 HORNBECK OFFSHORE SERVICES, INC.
 (f/k/a HORNBECK-LEEVAC Marine Services, Inc.)

		
	 By:
	 	 /s/    Todd M. Hornbeck


	 	 	Name:	 	Todd M. Hornbeck
	 	 	Title:	 	President and Chief Executive Officer
	
	 HOS-IV, LLC

		
	 By:
	 	 /s/    Todd M. Hornbeck


	 	 	Name:	 	Todd M. Hornbeck
	 	 	Title:	 	President and Chief Executive Officer

  
  
  
  
  

 6 








 SCHEDULE 1 
  
 Commitments of the Banks 
  

	 Name and Address of Bank

	 	 Credit
 Commitment of Bank

	 	 Borrowing Base
 Credit
 Commitment of Bank


	 Hibernia National Bank
 313 Carondelet Street
 New Orleans, LA 70130
 Attn: Mr. Gary Culbertson
	 	$20,000,000.00	 	$20,000,000.00
			
	 Fortis Capital Corp.
 Three Stamford Plaza
 301 Tresser Boulevard
 Stamford, CT 06901
 Attn: Mr. Carl Rasmussen
	 	$20,000,000.00	 	$20,000,000.00
			
	 Southwest Bank of Texas, N.A.
 5 Post Oak Park
 4400 Post Oak Parkway
 Houston, TX 77027
 Attn: Mr. Edward Bowdon
	 	$10,000,000.00	 	$10,000,000.00
			
	 DVB Bank Aktiengesellschaft
 609 Fifth Avenue
 5th Floor
 New York, NY 10017
 Attn: Mr. Gorm Eikemo
	 	$10,000,000.00	 	$10,000,000.00