Representative Supplement No. 1


 Exhibit 10.1 
 REPRESENTATIVE SUPPLEMENT NO. 1 dated as of April 3, 2012, to the INTERCREDITOR AGREEMENT dated as of October 20, 2009 (as amended, restated or otherwise modified from time to time, the
“Intercreditor Agreement”), among HERCULES OFFSHORE, INC., a Delaware corporation (“Hercules”), each Subsidiary of Hercules from time to time party thereto, DEUTSCHE BANK TRUST COMPANY AMERICAS
(“DB”), as successor to UBS AG, STAMFORD BRANCH, as Controlling Agent for the Senior Secured Parties (in such capacity, the “Controlling Agent”), DB, as successor to UBS AG, STAMFORD BRANCH, as
Authorized Representative for the Senior Loan Secured Parties (in such capacity, the “Bank Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, as Notes Collateral Agent for the Notes Secured Parties, and the additional Senior
Representatives from time to time a party thereto. 
 A. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Intercreditor Agreement. 
 B. As a condition to the ability of Hercules to issue Additional Senior Debt and to
secure such Senior Class Debt with the Senior Lien and to have such Senior Class Debt guaranteed by the Subsidiary Guarantors on a senior basis, in each case under and pursuant to the Collateral Documents applicable to such Senior Class Debt, the
Senior Class Debt Representative in respect of such Senior Class Debt is required to become an Authorized Representative under, and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are required to become subject to and
bound by, the Intercreditor Agreement. Section 5.12 of the Intercreditor Agreement provides that such Senior Class Debt Representative may become an Authorized Representative under, and such Senior Class Debt and such Senior Class Debt Parties
may become subject to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by the Senior Class Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions
set forth in Section 5.12 of the Intercreditor Agreement. The undersigned Senior Class Debt Representative (the “New Representative”) is executing this Representative Supplement in accordance with the requirements of the
Senior Debt Documents. 
 Accordingly, the Controlling Agent and the New Representative agree as follows: 

SECTION 1. In accordance with Section 5.12 of the Intercreditor Agreement, the New Representative by its signature below becomes an Authorized
Representative under, and the related Senior Class Debt, consisting of Indebtedness under the 7.125% Senior Secured Notes due 2017 issued pursuant to the Indenture dated as of April 3, 2012 by and among Hercules, the grantors named therein and
the New Representative, as trustee and collateral agent, and Senior Class Debt Parties become subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as an
Authorized Representative, and the New Representative, on behalf of itself and such Senior Class Debt Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a Senior Representative and Authorized
Representative in respect of such Senior Class Debt and to the Senior Class Debt Parties that it represents as Additional Senior Debt Parties. Each reference to a “Senior Representative” or “Authorized Representative” in the
Intercreditor Agreement shall be deemed to include the New Representative. The Intercreditor Agreement is hereby incorporated herein by reference. 
 The New Representative hereby irrevocably (i) appoints the Bank Collateral Agent as Controlling Agent for purposes of the Intercreditor Agreement and the other Collateral Documents,
(ii) authorizes the Controlling Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Agent in the Collateral Documents, together with such actions and powers as are reasonably incidental
thereto, and (iii) agrees to take (or cause to be taken) such actions and not take (or cause to be taken) such actions as the Controlling Agent may instruct with respect to the Shared Collateral in accordance with, and subject to, the
Intercreditor Agreement. The New Representative hereby acknowledges and agrees that the Controlling Agent in its capacity as such shall be acting on its behalf and on behalf of all other Senior Secured Parties with respect to the Shared Collateral
as set forth in the Intercreditor Agreement. 
 SECTION 2. The New Representative represents and warrants to the Controlling Agent and the other
Senior Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as trustee, (ii) this Representative Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Additional Senior Debt Documents relating to such Senior Class Debt provide that, upon the New
Representative’s entry into this Agreement, the Senior Class Debt Parties in respect of such Senior Class Debt will be subject to and bound by the provisions of the Intercreditor Agreement as Additional Senior Debt Parties. 






 SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the Controlling Agent shall have received a counterpart of this Representative Supplement that bears the
signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Representative Supplement. 

SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect. 

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any
respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in
the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7. All communications and notices hereunder
shall be in writing and given as provided in Section 5.01 of the Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto. 

By acknowledging and agreeing to this Representative Supplement, each of Hercules and the Subsidiary Guarantors party hereto hereby reaffirms the
security interests granted pursuant to each of the Collateral Documents to which it is a party to secure the Senior Obligations. 






 IN WITNESS WHEREOF, the New Representative and the Controlling Agent have duly executed this Representative
Supplement to the Intercreditor Agreement as of the day and year first above written. 
  

					
	 U.S. BANK NATIONAL ASSOCIATION, as
Trustee
 for the holders of the 7.125% Senior Secured
 Notes due 2017 issued by
Hercules,

		
	 By
	 	/s/ MAURI COWEN
		 	Name: Mauri Cowen
		 	Title:   Authorized Signatory


  

			
	Address for notices:
	U.S. Bank National Association
	5555 San Felipe, Suite 1150
	Houston, TX 77056
		
	 attention
 of:
	 	 Corporate Trust Officer

		
	Telecopy:	 	 713-235-9213



 Acknowledged by: 
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as Bank Collateral Agent and as Controlling Agent,

  

			
	By	 	/s/ MICHAEL GETZ
		 	Name: Michael Getz
		 	Title: Vice President

  

			
	By	 	/s/ MARY KAY COLE
		 	Name: Mary Kay Cole
		 	Title: Managing Director

 HERCULES OFFSHORE INC., 
  

			
	By	 	/s/ STEPHEN M. BUTZ
		 	Name: Stephens M. Butz
		 	Title: Senior Vice President and Chief Financial Officer







 CLIFFS DRILLING COMPANY 
 CLIFFS DRILLING TRINIDAD L.L.C. 
 FDT LLC 
 FDT HOLDINGS LLC 
 HERCULES DRILLING COMPANY, LLC 

HERCULES OFFSHORE LIFTBOAT 
 COMPANY LLC

 HERO HOLDINGS, INC. 
 SD DRILLING LLC

 THE OFFSHORE DRILLING COMPANY 
 THE
ONSHORE DRILLING COMPANY 
 TODCO AMERICAS INC. 
 TODCO INTERNATIONAL INC. 
 TODCO MEXICO INC. 

HERCULES LIFTBOAT COMPANY, LLC 
 HERCULES
OFFSHORE SERVICES LLC, 
  

			
	By	 	/s/ STEPHEN M. BUTZ
		 	Name: Stephen M. Butz
		 	Title: Senior Vice President and Chief Financial Officer