EX-4.1


 Exhibit 4.1 

Execution Version 
 THIRD
SUPPLEMENTAL INDENTURE 
 Dated as of October 1, 2013 

to 
 INDENTURE 

Dated as of October 20, 2009 

among 
 HERCULES
OFFSHORE, INC. 
 as Issuer, 

The GUARANTORS named therein 

and 
 U.S. BANK NATIONAL
ASSOCIATION 
 as Trustee 
  

 
 10.50% Senior
Secured Notes due 2017 






 THIRD SUPPLEMENTAL INDENTURE 

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 1, 2013, by and among Hercules
Offshore, Inc., a Delaware corporation (the “Issuer”), the Guarantors signatory hereto (the “Guarantors”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the
“Trustee”). 
 RECITALS 

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the
“Indenture”), dated as of October 20, 2009, providing for the issuance of its 10.50% Senior Secured Notes due 2017 (the “Notes”); 

WHEREAS, on or about October 20, 2009, the Issuer issued $300,000,000 aggregate principal amount of Notes, all of which Notes are
currently outstanding; 
 WHEREAS, Section 8.02 of the Indenture provides that, with the consent of Holders representing at least a
majority in principal amount of the outstanding Notes, the Issuer, 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, Section 8.02 of the Indenture provides that, with the consent of Holders representing at least two-thirds in
principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the provisions of the Indenture or the Notes related to the
Collateral or the Security Documents or the application of trust proceeds of the Collateral that would release all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of the Indenture,
the Security Documents and the Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral; 

WHEREAS, the Issuer 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 8.02 of the Indenture; 
 WHEREAS, the
Issuer has solicited 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 September 17, 2013 and the related consent and letter of
transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”); 

WHEREAS, (1) the Issuer has received the consent of the Holders of at least a majority in principal amount of the outstanding Notes, all
as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Issuer 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 11.04 of the Indenture and (3) the Issuer and the Guarantors have satisfied all other conditions required under Article 8 of
the Indenture to enable the Issuer, 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 Amendment. 
  

	 	(a)	Subject to Section 2.8 hereof, the Indenture is hereby amended by deleting in their entireties Sections 4.03, 4.05, 4.06, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18, 4.19, 4.20, 6.01(c), 6.01(e), 6.01(f),
6.01(g), 6.01(h) and 6.01(i) and Article 5 and Article 12 of the Indenture. 

  

	 	(b)	Effective as of the date hereof, none of the Issuer, the Guarantors, the Trustee or other parties to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under such Sections or Article and
such Sections or Article shall not be considered in determining whether an Event of Default has occurred or whether the Issuer has observed, performed or complied with the provisions of the Indenture. 


Section 1.2 Amendments of Definitions and Notes. Subject to Section 2.8 hereof, the Indenture is hereby amended by
deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.1 hereof, and the Notes are hereby deemed to be amended to delete all
provisions inconsistent with the Indenture that is effected by such amendments. 
 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 full 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
Guarantor, 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 related to Sections 4.03, 4.05, 4.06, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18, 4.19, 4.20, 6.01(c),
6.01(e), 6.01(f), 6.01(g), 6.01(h) and 6.01(i) and Article 5 of the Indenture shall become operative only upon the purchase by the Company of at least a majority in principal amount of the outstanding Notes pursuant to the Tender Offer and the
provisions of this Supplemental Indenture related to Article 12 of the Indenture shall become operative only upon the purchase by the Company of at least two-thirds in principal amount of the outstanding Notes pursuant to the Tender Offer, with the
result that the relevant amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such purchase applicable thereto shall not occur. The Company shall notify the Trustee
promptly after the occurrence of either such purchase or promptly after the Company shall determine that neither such purchase will 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 October 1, 2013, the Company has amended the Indenture, as provided in
the Third Supplemental Indenture, dated as of October 1, 2013. Reference is hereby made to said Third 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. 
  

			
	HERCULES OFFSHORE, INC.
		
	By:	 	/s/ Stephen M. Butz
	Name:	 	Stephen M. Butz
	Title:	 	 Executive Vice President and Chief
 Financial
Officer

	
	CLIFFS DRILLING COMPANY
	CLIFFS DRILLING TRINIDAD L.L.C.
	FDT LLC
	FDT HOLDINGS LLC
	HERCULES DRILLING COMPANY, LLC
	THE OFFSHORE DRILLING COMPANY
	THE ONSHORE DRILLING COMPANY
	TODCO AMERICAS INC.
	TODCO INTERNATIONAL INC.
	HERCULES OFFSHORE LIFTBOAT COMPANY LLC
	HERCULES LIFTBOAT COMPANY, LLC
	HERCULES OFFSHORE SERVICES LLC
	HERO HOLDINGS, INC.
	 SD DRILLING LLC,

as Guarantors

		
	By:	 	/s/ Stephen M. Butz
	Name:	 	Stephen M. Butz
	Title:	 	Vice President


 Signature Page to Supplemental Indenture 






 
			
	U.S. BANK NATIONAL ASSOCIATION,
	 as Trustee

		
	By:	 	/s/ Mauri J. Cowen
	Name:	 	Mauri J. Cowen
	Title:	 	Vice President