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                                                                    Exhibit 4.11

                          REGISTRATION RIGHTS AGREEMENT

                               Dated June 24, 2003

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                               Table of Contents

                                                                            Page
                                                                            ----
Section 1. Definitions                                                        1
Section 2. Registration Rights                                                3
  2.1.  Piggy-back Registration                                               3
  2.2.  Holdback Agreements; Requirements of Holders                          4
  2.3.  Registration Procedures                                               5
  2.4.  Expenses                                                              9
  2.5.  Indemnification; Contribution                                         9
  2.6.  Participation in Underwritten Registrations                          11
Section 3. Other Registration Rights                                         12
Section 4. Transfers of Common Stock                                         12
Section 5. Miscellaneous                                                     12
  5.1.  Recapitalizations, Exchanges, etc                                    12
  5.2.  Opinions                                                             12
  5.3.  Notices                                                              13
  5.4.  Applicable Law                                                       13
  5.5.  Amendment and Waiver                                                 13
  5.6.  Remedy for Breach of Contract                                        13
  5.7.  Severability                                                         13
  5.8.  Counterparts                                                         14
  5.9.  Headings                                                             14
  5.10. Binding Effect                                                       14
  5.11. Entire Agreement                                                     14


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                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement ("Agreement") is entered into and made
effective as of June 24, 2003 by and between Hornbeck Offshore Services, Inc., a
Delaware corporation (the "Company") and, those purchasers of Common Stock of
the Company in the offering thereof pursuant to which this Agreement has been
entered into by the Company who execute a joinder to this Agreement within 30
days of the date hereof.

                              W I T N E S S E T H:

     WHEREAS, the Company has agreed to grant certain piggy-back registration
rights in connection with the purchase of certain shares of Common Stock from
the Company pursuant to those certain Subscription Agreements executed by
purchasers in the Private Placement and the Company (the "Subscription
Agreements"), subject to their execution of a Joinder to the Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     Section 1. Definitions. As used in this Agreement, the following terms have
the meanings indicated:

     "Affiliate" means, with respect to any Person, any Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, directly or
indirectly, of the power, alone or as part of an organized group, to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

     "Agreement" means this Registration Rights Agreement, as the same may be
amended, supplemented or modified from time to time in accordance with the terms
hereof then in effect.

     "Business Day" shall mean any day other than a Saturday, Sunday or legal
holiday for banks in the State of Texas.

     "Commission" shall mean the Securities and Exchange Commission.

     "Common Stock" means the Company's Common Stock, par value $.01 per share,
or any successor class of the Company's Common Stock.

     "Company" shall mean Hornbeck Offshore Services, Inc., a Delaware
corporation.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

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     "Fair Market Value" shall mean, with respect to a share of Common Stock,
the value of each such share that would be obtained in a commercially reasonable
private sale process in which all equity securities of the Company are sold as a
whole to a non-affiliated entity.

     "Holder" means any person purchasing Purchaser Shares in the Private
Placement and executing a Joinder within 30 days of the date hereof.

     "Hornbecks" means Todd M. Hornbeck and Troy A. Hornbeck.

     "Joinder" shall mean a joinder in the form attached hereto as Exhibit A.

     "Liabilities" shall mean all losses, claims, damages, liabilities and
expenses (including reasonable costs of investigation).

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or a political subdivision, agency or instrumentality thereof or
other entity or organization of any kind.

     "Piggyback Registration" shall mean the registration of Registrable
Securities pursuant to a registration statement filed by the Company under the
1933 Act as set forth in Section 2.1 of this Agreement.

     "Private Placement" shall mean the issuance by the Company of up to
9,000,000 shares of its Common Stock in a private placement, offered pursuant to
the Confidential Private Offering Memorandum dated as of May 30, 2003, as
supplemented by the Supplement to Confidential Private Offering Memorandum dated
as of June 19, 2003.

     "Publicly Traded" means, with respect to the Common Stock, that such
securities are listed for trading on the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. or the NASDAQ Stock Market's NASDAQ National
Market or NASDAQ SmallCap Market.

     "Purchaser Shares" means (i) the shares of Common Stock issued to persons
pursuant to the Private Placement who execute a Joinder within 30 days of the
date hereof and (ii) any shares of the Common Stock issued in exchange for, as a
dividend on, or in replacement or upon conversion of, or otherwise issued in
respect of (including Common Stock issued in a stock dividend, split or
recombination or pursuant to the exercise of preemptive rights), any such shares
of Common Stock described in clause (i).

     "Records" shall mean all financial and other records, pertinent corporate
documents and properties of the Company.

     "Registrable Securities" means any Purchaser Shares until such time as they
(i) have been distributed to the public pursuant to a registration statement
covering such securities that has been declared effective under the Securities
Act, (ii) have been distributed to the public in accordance with the provisions
of Rule 144 (or any similar provision then in force) under the Securities Act or
(iii) have been repurchased by the Company or (iv) are eligible to be sold
pursuant to Rule 144(k) (or any similar provision then in force) if the Holder
thereof owns less than two percent of the then outstanding Common Stock.

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     "RRAs" means the 1997 Stockholders' Agreement and the 2000 Registration
Rights Agreement.

     "Transfer" shall mean any direct or indirect transfer, assignment,
donation, devise, sale, gift, pledge, hypothecation, encumbrance, or other
disposition of any security, or any interest therein, whether voluntary or
involuntary, including without limitation any disposition or transfer as a part
of any liquidation of assets or any reorganization pursuant to the United
States' or any other jurisdiction's bankruptcy law or other similar debtor
relief laws. The term "Transfer," shall also include a transaction involving a
change of ownership interest (including without limitation as a result of merger
or consolidation) or voting power of a Holder entered into for the purpose or
with the effect of avoiding the restrictions on the Transfer of the Common Stock
provided herein or other any other provision hereof governing Transfers.

     "1997 Stockholders' Agreement" shall mean that certain Stockholders'
Agreement by and among the Company, the Hornbecks and Cari dated June 5, 1997.

     "2000 Registration Rights Agreement" shall mean that certain Registration
Rights Agreement by and between the Company and SCF IV, L.P. dated October 27,
2000.

     Section 2. Registration Rights.

     2.1. Piggy-back Registration.

     (a) If the Company proposes to file a registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), with respect to an offering
by the Company for its own account or for the account of any other Person of any
class of equity security, including any securities convertible into or
exchangeable for any equity security (other than a registration statement on
Forms S-4 or S-8 (or their successor forms) or filed in connection with an
exchange offer or an offering of securities solely to the Company's existing
stockholders), then the Company shall in each case give written notice of such
proposed filing to the Holders of Registrable Securities at least twenty days
before the anticipated filing date, and such notice shall offer such Holders the
opportunity to register such number of Registrable Securities as each such
Holder may request (a "Piggy-back Registration"). The Company shall use
reasonable diligence to cause the managing underwriter or underwriters of a
proposed underwritten offering to permit the Holders of Registrable Securities
requested to be included in the registration for such offering to include such
securities in such offering on the same terms and conditions as any similar
securities of the Company included therein. Notwithstanding the foregoing, if
the managing underwriter or underwriters of such offering delivers a written
opinion to the holders of Registrable Securities that the total amount of
securities which they or the Company and any other Persons intend to include in
such offering is sufficiently large to materially and adversely affect the
success of such offering, then the amount or kind of Registrable Securities to
be offered for the accounts of Holders of Registrable Securities shall be
reduced as follows:

     in the event of a registration initiated pursuant to the exercise of any
demand registration rights, then (i) any securities to be registered by any
person or entity who is not a Holder hereunder or a "Holder" under any RRA
(other than the party exercising their demand rights)

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shall be reduced first, (ii) any securities to be registered by any Holder
hereunder shall be reduced next among the Holders in proportion to the number of
Registrable Securities for which they requested registration; (iii) any
securities to be registered by the Company shall then be reduced prior to
effecting any reduction in the number of securities to be registered by the
"Holders" under any RRA and (iv) any further reduction required shall be made
among the "Holders" under any RRA in accordance with its terms. In the event of
a registration not initiated pursuant to the exercise of any demand registration
rights (such as a Company-initiated registration or a "Company Registration" as
contemplated by the RRAs) then (i) any securities to be offered by any person or
entity other than a Holder hereunder, a "Holder" under any RRA or the Company
shall be reduced first, (ii) any securities to be registered by any Holder
hereunder shall be reduced next among such Holders in proportion to the number
of Registrable Securities for which they requested registration; (iii) any
further reduction required shall be made among the "Holders" under any RRA in
accordance with its terms; and (iv) any further reduction required shall be made
with respect to the securities to be registered by the Company. The total amount
of the reduction shall be the amount which the managing underwriter reasonably
believes is necessary so as not to materially and adversely affect the success
of the offering.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
the Company shall not be required to include Registrable Securities in any
registration statement if the proposed registration is (i) a registration of a
stock option or other employee incentive compensation plan or of securities
issued or issuable pursuant to any such plan, (ii) a registration of securities
issued or issuable pursuant to a stockholder reinvestment plan, or other similar
plan, (iii) a registration of securities issued in exchange for any securities
or any assets of, or in connection with a merger or consolidation with, an
unaffiliated company, or (iv) a registration of securities pursuant to a
"rights" or other similar plan designed to protect the Company's stockholders
from a coercive or other attempt to take control of the Company.

     (c) The Company may withdraw any registration statement and abandon any
proposed offering initiated by the Company without the consent of any Holder of
Registrable Securities, notwithstanding the request of any such Holder to
participate therein in accordance with this provision, if the Company determines
in its sole discretion that such action is in the best interests of the Company
and its stockholders (for this purpose, the interest of the Holders in effecting
the registration and offering shall not be considered).

     (d) Notwithstanding anything to the contrary contained in this Agreement,
the rights of Holders of Registrable Securities to be included in a Piggy-Back
Registration, whether or not such registration is underwritten, shall be
superior to any registration rights granted subsequent to the date of this
Agreement.

     2.2. Holdback Agreements; Requirements of Holders.

     (a) Restrictions on Public Sale by Holders of Registrable Securities. To
the extent not inconsistent with applicable law, including insurance codes, each
Holder of Registrable Securities that are included in a registration statement
which registers Registrable Securities pursuant to this Agreement agree not to
effect any public sale or distribution of the issue being registered or a
similar security of the Company or any securities convertible into or

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exchangeable or exercisable for such securities, during the 14 days prior to,
and during the 180-day period (or such shorter period as to which the Company or
any other Person is subject) beginning on, the effective date of a registration
statement filed by the Company (except as part of such registration), but only
if and to the extent requested in writing (with reasonable prior notice) by the
managing underwriter or underwriters in the case of an underwritten public
offering by the Company and/or selling stockholders of securities similar to the
Registrable Securities; provided, however, that the period of time for which the
Company is required to keep such registration statement which includes
Registrable Securities continuously effective shall be increased by a period
equal to such requested holdback period.

     (b) Restrictions on Public Sale by the Company. The Company agrees not to
effect any public sale or distribution of any securities similar to those being
registered, or any securities convertible into or exchangeable or exercisable
for such securities, during the 14 days prior to, and during the 90-day period
beginning on, the effective date of any registration statement in which the
Holders of Registrable Securities are participating (except pursuant to such
registration statement).

     (c) Cooperation by Holders. The offering of Registrable Securities by any
Holder shall comply in all respects with the applicable terms, provisions and
requirements set forth in this Agreement, and such Holder shall timely provide
the Company with all information and materials required to be included in a
registration statement that (a) relate to the offering, (b) are in possession of
such Holder, and (c) relate to such Holder, and to take all such action as may
be reasonably required in order not to delay the registration and offering of
the securities by the Company. The Company shall have no obligation to include
in such registration statement shares of a Holder who has failed to furnish such
information which, in the written opinion of counsel to the Company, is required
in order for the registration statement to be in compliance with the 1933 Act.

     2.3. Registration Procedures. Whenever any Registrable Securities are to be
registered pursuant to Section 2.1 of this Agreement, the Company will use
reasonable diligence to effect the registration of such Registrable Securities
in accordance with the intended method of disposition thereof as quickly as
practicable. In connection with any Piggy-back Registration, the Company will as
expeditiously as possible:

     (a) prepare and file with the Commission a registration statement which
includes the Registrable Securities and use reasonable diligence to cause such
registration statement to become effective; provided, however, that before
filing a registration statement or prospectus or any amendments or supplements
thereto, including documents incorporated by reference after the initial filing
of the registration statement, the Company will furnish to the Holders of the
Registrable Securities covered by such registration statement and the
underwriters, if any, draft copies of all such documents proposed to be filed at
least 3 Business Days prior thereto, which documents will be subject to the
reasonable review of such Holders and underwriters, and the Company will not
file any registration statement or amendment thereto or any prospectus or any
supplement thereto (including such documents incorporated by reference) to which
holders of a majority of the Registrable Securities covered by such registration
statement or the underwriters with respect to such Registrable Securities, if
any, shall

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reasonably object, and will notify each Holder of the Registrable Securities of
any stop order issued or threatened by the Commission in connection therewith
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered;

     (b) prepare and file with the Commission such amendments and post-effective
amendments to the registration statement as may be necessary to keep the
registration statement effective for a period of not less than six months (or
such shorter period which will terminate when all Registrable Securities covered
by such registration statement have been sold or withdrawn, but not prior to the
expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and
Rule 174 thereunder, if applicable); cause the prospectus to be supplemented by
any required prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the 1933 Act; and comply with the provisions of the 1933 Act
applicable to it with respect to the disposition of all securities covered by
such registration statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement or supplement to the prospectus;

     (c) furnish to any Holder of Registrable Securities included in such
registration statement and the underwriter or underwriters, if any, without
charge, such number of conformed copies of the registration statement and any
post-effective amendment thereto and such number of copies of the prospectus
(including each preliminary prospectus) and any amendments or supplements
thereto, and any documents incorporated by reference therein, as such Holder or
underwriter may reasonably request in order to facilitate the disposition of the
Registrable Securities being sold by such Holder (it being understood that the
Company consents to the use of the prospectus and any amendment or supplement
thereto by each Holder of Registrable Securities covered by the registration
statement and the underwriter or underwriters, if any, in connection with the
offering and sale of the Registrable Securities covered by the prospectus or any
amendment or supplement thereto);

     (d) notify each Holder of Registrable Securities included in such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, when the Company becomes
aware of the happening of any event as a result of which the prospectus included
in such registration statement (as then in effect) contains any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein (in the case of the prospectus or any preliminary prospectus,
in light of the circumstances under which they were made) not misleading and, as
promptly as practicable thereafter, prepare and file with the Commission and
furnish a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;

     (e) use reasonable diligence to cause all Registrable Securities included
in such registration statement to be listed, by the date of the first sale of
Registrable Securities pursuant to such registration statement, on each
securities exchange (including, for this purpose, NASDAQ Stock Market) on which
the Common Stock of the Company is then listed or proposed to be listed, if any.

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     (f) make generally available to its security holders an earnings statement
satisfying the provisions of Section 11(a) of the 1933 Act no later than 45 days
after the end of the 12-month period beginning with the first day of the
Company's first fiscal quarter commencing after the effective date of the
registration statement, which earnings statement shall cover said 12-month
period, which requirement will be deemed to be satisfied if the Company timely
files complete and accurate information on Forms 10-Q, 10-K and 8-K under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and otherwise
complies with Rule 158 under the 1933 Act as soon as feasible;

     (g) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the registration statement at the earliest
possible moment;

     (h) if requested by the managing underwriter or underwriters or any Holder
of Registrable Securities covered by the registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters or such Holder requests
to be included therein, including, without limitation, with respect to the
number of Registrable Securities being sold by such Holder to such underwriter
or underwriters, the purchase price being paid therefor by such underwriter or
underwriters and any other terms of the underwritten offering of such
Registrable Securities, and promptly make all required filings of such
prospectus supplement or post-effective amendment;

     (i) as promptly as practicable after filing with the Commission of any
document which is incorporated by reference into a registration statement,
deliver a copy of such document to each Holder of Registrable Securities covered
by such registration statement;

     (j) on or prior to the date on which the registration statement is declared
effective, use reasonable diligence to register or qualify, and cooperate with
the Holders of Registrable Securities included in such registration statement,
the underwriter or underwriters, if any, and their counsel, in connection with
the registration or qualification of the Registrable Securities covered by the
registration statement for offer and sale under the securities or blue sky laws
of each state and other jurisdiction of the United States as any such Holder or
underwriter reasonably requests in writing, to use reasonable diligence to keep
each such registration or qualification effective, including through new
filings, or amendments or renewals, during the period such registration
statement is required to be kept effective and to do any and all other acts or
things necessary or advisable to enable the disposition in all such
jurisdictions of the Registrable Securities covered by the applicable
registration statement; provided that the Company will not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process in any such jurisdiction where it is not then so subject;

     (k) cooperate with the Holders of Registrable Securities covered by the
registration statement and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and registered
in such names as the managing underwriter or underwriters, if any,

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or such Holders may request, subject to the underwriters' obligation to return
any certificates representing securities not sold;

     (l) use reasonable diligence to cause the Registrable Securities covered by
the registration statement to be registered with or approved by such other
governmental agencies or authorities within the United States as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such securities;

     (m) enter into such customary agreements (including an underwriting
agreement in customary form) and take all such other reasonable actions as the
Holders of a majority of the Registrable Securities being sold or the
underwriters retained by Holders participating in an underwritten public
offering, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities;

     (n) make available for inspection by one representative of the Holders of
Registrable Securities included in such Registration Statement, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by any such representative of
the Holders or underwriter (collectively, the "Inspectors"), all nonconfidential
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the "Records"), as shall be reasonably necessary to
enable each of the foregoing to exercise its due diligence responsibility, and
cause the Company's officers, directors and employees to supply all Records
reasonably requested by any such Inspector in connection with such registration
statement; provided, however, that with respect to any Records that are
confidential, the Inspectors shall execute such confidentiality agreements as
the Company may reasonably request in order to maintain the confidentiality of
the Records; and

     (o) use reasonable diligence in connection with any underwritten offering
to obtain a "cold comfort" letter from the Company's independent public
accountants in customary form and covering such matters of the type customarily
covered by cold comfort letters as the managing underwriter or underwriters may
reasonably request.

     Each Holder, upon receipt of any notice from the Company of the happening
of any event of the kind described in subsection (d) of this Section 2.3, will
forthwith discontinue disposition of the Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by subsection (d) of this Section 2.3 or until it is advised in
writing (the "Advice") by the Company that the use of the prospectus may be
resumed, and has received copies of any additional or supplemental filings which
are incorporated by reference in the prospectus, and, if so directed by the
Company, such Holder will, or will request the managing underwriter or
underwriters, if any, to, deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in such Holder's possession, of
the prospectus covering such Registrable Securities current at the time of
receipt of such notice. In the event the Company shall give any such notice, the
time periods mentioned in subsection (b) of this Section 2.3 shall be extended
by the number of days during the period from and including the date of the
giving of such notice to and including the date when each seller of Registrable

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Securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by subsection (d) of this
Section 2.4 hereof or the Advice.

     If such registration statement refers to any Holder by name or otherwise as
the Holder of any securities of the Company then such Holder shall have the
right to require (i) the insertion therein of language, in form and substance
satisfactory to such holder, to the effect that the holding by such Holder of
such securities is not to be construed as a recommendation of such Holder of the
investment quality of the Company's securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the 1933 Act or any
similar federal statute then in force, the deletion of the reference to such
Holder.

     2.4. Expenses.

     (a) Registration Expenses. "Registration Expenses" means all expenses
incurred by the Company incident to the Company's performance of or compliance
with this Agreement, including without limitation, all SEC and securities
exchange, NASDAQ or National Association of Securities Dealers, Inc.
registration and filing fees, fees and expenses (other than the pro rata portion
of filing fees required by state law attributable to the securities to be sold)
of compliance with securities or blue sky laws (including fees and
disbursements, if any, of any underwriters' counsel in connection with blue sky
qualifications of the Registrable Securities), rating agency fees, printing
expenses, messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the fees and expenses incurred in connection with
the listing of the securities to be registered on each securities exchange or
NASDAQ on which similar securities issued by the Company are to be or are then
listed and fees and disbursements of counsel for the Company and its independent
certified public accountants (including the expenses of any special audit or
"cold comfort" letters required by or incident to such performance), securities
act liability insurance (if the Company elects to obtain such insurance), the
fees and expenses of any special experts retained by the Company in connection
with such registration (but not including any Selling Expenses). "Selling
Expenses" means all underwriting fees, discounts and selling commissions
allocable to the sale of Registrable Securities sold pursuant to the applicable
registration statement, all out-of-pocket expenses incurred directly by the
selling Holders, including for legal counsel, if any, on behalf of the selling
Holders.

     (b) The Company will pay all Registration Expenses in connection with each
Piggyback Registration and the selling Holders shall pay all Selling Expenses.

     2.5. Indemnification; Contribution.

     (a) Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder of Registrable Securities, its officers, directors and
each Person who controls such Holder (within the meaning of the 1933 Act), and
any Agent (as

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hereinafter defined) or investment advisor thereof against all Liabilities
arising out of or based upon any untrue or alleged untrue statement of material
fact contained in any registration statement, any amendment or supplement
thereto, any prospectus or preliminary prospectus or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as any
such Liabilities arise out of or are based upon any untrue statement or omission
based upon information with respect to such indemnified Person furnished in
writing to the Company by such indemnified Person expressly for use therein. In
connection with an underwritten offering, the Company will indemnify the
underwriters thereof, their officers and directors and each Person who controls
such underwriters (within the meaning of the 1933 Act) to the same extent as
provided above with respect to the indemnification of the Holders of Registrable
Securities or to such other extent as the Company and such underwriters may
agree. For purposes of this Section 2.5(a), an "Agent" of a Holder of
Registrable Securities is any person acting for or on behalf of such Holder with
respect to the holding or sale of such Registrable Securities.

     (b) Indemnification by Holders of Registrable Securities. In connection
with any registration statement in which a Holder of Registrable Securities is
participating, each such Holder will furnish to the Company in writing such
information with respect to the name and address of such Holder and the amount
of Registrable Securities held by such Holder and such other information as the
Company shall reasonably request for use in connection with any such
registration statement or prospectus, and agrees to indemnify, to the extent
permitted by law, the Company, its directors and officers and each Person who
controls the Company (within the meaning of the 1933 Act) against any
Liabilities resulting from any untrue statement of a material fact or any
omission of a material fact required to be stated in the registration statement
or prospectus or any amendment thereof or supplement thereto or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that such untrue statement or omission was made in reliance upon and in
conformity with information with respect to such Holder so furnished in writing
by such Holder specifically for inclusion in any prospectus or registration
statement. In no event shall the liability of any selling Holder of Registrable
Securities hereunder be greater in amount than the dollar amount of the proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.

     (c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such Person may claim indemnification or contribution
pursuant to this Agreement and, unless in the written opinion of counsel for
such indemnified party a conflict of interest may exist between such indemnified
party and the indemnifying party with respect to such claim, permit the
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to such indemnified party. Whether or not such defense is assumed
by the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its consent. No indemnifying party
will consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
of such claim or litigation. If the indemnifying party is not

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entitled to, or elects not to, assume the defense of a claim, it will not be
obligated to pay the fees and expenses of more than one counsel with respect to
such claim, unless in the opinion of counsel for any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels.

     (d) Contribution. If the indemnification provided for in this Section 2.5
from the indemnifying party is unavailable to or insufficient to hold harmless
an indemnified party hereunder in respect of any Liabilities referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such Liabilities in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and indemnified parties in
connection with the actions which resulted in such Liabilities, as well as any
other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result of the
Liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Section 2.5(c), any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 2.5.(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 2.6(d), no selling Holder shall
be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities of such selling Holder were offered to
the public exceeds the amount of any damages which such selling Holder has
otherwise been required to pay by reason of such untrue statement or omission.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

     The obligations of the Company pursuant to this Section 2.5 shall be
further subject to such additional express agreements of the Company as may be
required to facilitate an underwritten offering, provided that no such agreement
shall in any way limit the rights of the Holders of Registrable Securities under
this Agreement, or create additional obligations of such Holders not set forth
herein, except as otherwise expressly agreed in writing by any such Holders.

     2.6. Participation in Underwritten Registrations. No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder's securities on the terms of and on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such

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<PAGE>

arrangements (which shall be the Company in the case of an offering of
securities by the Company); (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements; and (c)
agrees to be bound by all terms and conditions of this Agreement.

     Section 3. Other Registration Rights. The Company may only grant
registration rights to any Person (including the Holders of Registrable
Securities) with respect to any securities of the Company that are granted in
accordance with the terms of this Section 3. Such new rights must either (i) if
identical to those granted herein (through being designated as "Purchaser
Shares" hereunder), be approved in writing by Holders of a majority of the then
Registrable Securities, or (ii) if not identical to those granted herein,
nevertheless not be inconsistent with the terms of this Agreement while
providing that (a) with respect to demand registration rights granted to other
Persons, the Holders of Registrable Securities have a piggy-back right upon the
exercise of such new rights and shall be included in such registration statement
on the same terms and conditions as the holders of the new rights, subject to
possible reduction at the initiative of the managing underwriter or underwriters
on terms substantially equivalent to those set forth in Section 2.1 and with
respect to piggy-back rights granted to other Persons, such other Persons'
rights to be included in a registration statement shall not be superior to the
rights of the Holder.

     Section 4. Transfers of Common Stock. No Holder may Transfer any of its
Common Stock to any Person who is, either directly or indirectly through one or
more subsidiaries, a competitor of the Company, or affiliate of such competitor,
engaged in the business of operating marine vessels; provided that following a
public offering of shares of Common Stock by the Company, sales in "brokers'
transactions" within the meaning of Section 4(4) of the Securities Act of 1933,
pursuant to an underwritten offering or otherwise, to the extent a Holder does
not knowingly sell to a competitor, shall not be subject to this prohibition.
The Company agrees to notify a Holder within three (3) Business Days following
any request from such Holder addressed to the attention of the President and/or
the Chief Executive Officer regarding whether a prospective purchaser of Common
Stock would constitute such a competitor.

     Section 5. Miscellaneous.

     5.1. Recapitalizations, Exchanges, etc. The provisions of this Agreement
shall apply, to the full extent set forth herein with respect to the Registrable
Securities, to any and all shares of capital equity of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for, or in
substitution of the shares of Registrable Securities, in each case as the
amounts of such securities outstanding are appropriately adjusted for any equity
dividends, splits, reverse splits, combinations, recapitalizations and the like
occurring after the date of this Agreement.

     5.2. Opinions. When any legal opinion is required to be delivered
hereunder, such opinion may contain such qualifications as may be customary or
otherwise appropriate for legal opinions in similar circumstances.

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     5.3. Notices. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

     If to Company, to: Hornbeck Offshore Services, Inc.

                        414 N. Causeway Blvd.
                        Mandeville, LA 70448
                        Attention:  Chairman
                        Attention:  President

     With a copy to:    R. Clyde Parker, Jr., Esq.

                        Winstead Sechrest & Minick P.C.
                        1450 Lake Robbins Drive, Suite 600
                        The Woodlands, Texas  77380

     If to Holders to:  the address provided in the Joinder
                        executed by such Holder

or to such other address as any party may furnish to the others in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt, and that failure to copy legal counsel shall not
invalidate notices otherwise properly given.

     5.4. Applicable Law. This contract is entered into under, and shall be
governed for all purposes by, the laws of the State of Delaware.

     5.5. Amendment and Waiver. This Agreement may be amended, and the
provisions hereof may be waived, only by a written instrument signed by (i) the
Holders holding a majority of the Registrable Securities (ii) the Company.
Actions by the Company to amend this Agreement must be approved by the Company's
board of directors. No failure by any party hereto at any time to give notice of
any breach by any other party of, or to require compliance with, any condition
or provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

     5.6. Remedy for Breach of Contract. The parties agree that in the event
there is any breach or asserted breach of the terms, covenants or conditions of
this Agreement, the remedy of the parties hereto shall be at law and in equity
and injunctive relief shall lie for the enforcement of or relief from any
provisions of this Agreement.

     5.7. Severability. It is a desire and intent of the parties that the terms,
provisions, covenants and remedies contained in this Agreement shall be
enforceable to the fullest extent permitted by law. If any such term, provision,
covenant or remedy of this Agreement or the application thereof to any Person or
circumstances shall, to any extent, be construed to be invalid or unenforceable,
in whole or in part, then such term, provision, covenant

                                       13

<PAGE>

or remedy shall be construed in a manner so as to permit its enforceability
under the applicable law to the fullest extent permitted by law. In any case,
the remaining provisions of this Agreement or the application thereof to any
Person or circumstances other than those to which they have been held invalid or
unenforceable, shall remain in full force and effect.

     5.8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.

     5.9. Headings. The section and paragraph headings have been inserted for
purposes of convenience and shall not be used for interpretive purposes.

     5.10. Binding Effect. This Agreement may not be assigned to a third party
by any Holder other than, prior to a public offering of shares of Common Stock
by the Company, to a Holder to whom the assigning Holder has transferred
substantially all of its Purchaser Shares in compliance with the restrictions
set forth in this Agreement. Unless otherwise provided herein, the provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto (including those Holders who elect to participate in any registration)
and their respective heirs, legal representatives, successors and permitted
assigns, and is not intended to confer upon any other Person any right or
remedies hereunder other than purchasers in the Private Placement.

     5.11. Entire Agreement. This Agreement, together with the other agreements
referenced herein, constitutes the entire agreement and supersedes all prior
agreements, understandings, both written and oral, among the parties with
respect to the subject matter hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                HORNBECK OFFSHORE SERVICES, INC.

                                By: /s/ Todd M. Hornbeck
                                   --------------------------------------------
                                   Todd M. Hornbeck
                                   President and Chief Executive Officer



                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

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                                    Exhibit A
                                 Form of Joinder

     The undersigned hereby adopts, accepts, and agrees to be bound by all of
the terms and conditions of that certain Registration Rights Agreement dated
June 24, 2003 and to perform all obligations therein imposed upon the
undersigned in his capacity as a Holder thereunder. The undersigned acknowledges
receipt of copies of such Agreement and agrees that this Joinder may be attached
to master copies thereof.

     IN WITNESS WHEREOF, the undersigned has executed this Joinder on
__________________, 2003




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                                       (Signature)


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                                       (Printed Name)


                                       Address:


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