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                                                                   EXHIBIT 4.1.1

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                      HORNBECK-LEEVAC MARINE SERVICES, INC.

                                       AND

                           THE GUARANTORS PARTY HERETO


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                              SERIES A AND SERIES B

                          10 5/8% SENIOR NOTES DUE 2008


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                             SUPPLEMENTAL INDENTURE
                      AND AMENDMENT - SUBSIDIARY GUARANTEE



                          Dated as of December 17, 2001


                          -----------------------------




                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                     Trustee


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         This SUPPLEMENTAL INDENTURE, dated as of December 14, 2001, is among
HORNBECK-LEEVAC Marine Services, Inc., a Delaware corporation (the "Company"),
each of the parties identified under the caption "Guarantors" on the signature
page hereto (the "Guarantors") and Wells Fargo Bank Minnesota, National
Association, a national banking association, as Trustee.

                                    RECITALS

         WHEREAS, the Company, the Trustee, and LEEVAC Marine Inc., a Louisiana
corporation, Hornbeck Offshore Services, Inc., a Delaware corporation, Energy
Services Puerto Rico, Inc., a Louisiana corporation and HORNBECK-LEEVAC Marine
Operators, Inc., a Delaware corporation (collectively, the "Original
Guarantors") entered into an Indenture, dated as of July 24, 2001 (the
"Indenture"), pursuant to which the Company originally issued $175,000,000
aggregate principal amount of 105/8% Senior Notes due 2008 (the "Notes"); and

         WHEREAS, Section 9.01(f) of the Indenture provides that the Company,
the Original Guarantors and the Trustee may amend or supplement the Indenture in
order to add any new guarantor of the Indenture to comply with Section 10.02
thereof, without the consent of the Holders of the Notes; and

         WHEREAS, all acts and things prescribed by the Indenture, by law and by
the charter and the bylaws (or comparable constituent documents) of the Company,
of the Guarantors and of the Trustee necessary to make this Supplemental
Indenture a valid instrument legally binding on the Company, the Guarantors and
the Trustee, in accordance with its terms, have been duly done and performed;

         NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Guarantors and the Trustee
covenant and agree for the equal and proportionate benefit of the respective
Holders of the Notes as follows:

                                   ARTICLE 1

         Section 1.01. This Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.

         Section 1.02. This Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantors and the Trustee.

                                   ARTICLE 2

         Section 2.01. From this date, in accordance with Section 10.02 and by
executing this Supplemental Indenture and the accompanying notation of
Subsidiary Guarantee (a copy of which is attached hereto), the Guarantors whose
signatures appear below are subject to the provisions of the Indenture to the
extent provided for in Article 10 thereunder.


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                                   ARTICLE 3

         Section 3.01. Except as specifically modified herein, the Indenture and
the Notes are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.

         Section 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture. This
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.

         Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.

         Section 3.04. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.


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         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.

                                   HORNBECK-LEEVAC MARINE SERVICES, INC.


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer

                                   WELLS FARGO BANK MINNESOTA, NATIONAL
                                   ASSOCIATION, AS TRUSTEE


                                   By:   /s/ ROBERT L. REYNOLDS
                                      ------------------------------------------
                                      Name:  Robert L. Reynolds
                                           -------------------------------------
                                      Title: Vice President
                                            ------------------------------------


                                   Guarantors:

                                   HORNBECK-LEEVAC MARINE OPERATORS, LLC,
                                   f.k.a. HORNBECK-LEEVAC Marine Operators, Inc.


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer


                                   HORNBECK OFFSHORE SERVICES, LLC, f.k.a.
                                   HORNBECK OFFSHORE SERVICES, INC.


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer


                                   LEEVAC MARINE, LLC


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer


                                   ENERGY SERVICES PUERTO RICO, LLC


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer


                                       3
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                        NOTATION OF SUBSIDIARY GUARANTEE

         Subject to Section 10.06 of the Indenture, each Guarantor has jointly
and severally, unconditionally guaranteed to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, the Notes and
the Obligations of the Company under the Notes or under the Indenture, that: (a)
the principal of and premium, if any, interest and Liquidated Damages, if any,
on the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration, redemption or otherwise, and
interest on overdue principal of and premium, if any, (to the extent permitted
by law) interest and Liquidated Damages, if any, on the Notes and all other
payment Obligations of the Company to the Holders or the Trustee under the
Indenture or under the Notes will be promptly paid in full and performed, all in
accordance with the terms thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other payment Obligations, the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration, redemption or otherwise. Failing
payment when so due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated to
pay the same immediately. An Event of Default under the Indenture or the Notes
shall constitute an event of default under the Subsidiary Guarantees, and shall
entitle the Holders to accelerate the obligations of the Guarantors under the
Indenture in the same manner and to the same extent as the Obligations of the
Company. The Guarantors have agreed that their Obligations under the Indenture
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each
Guarantor further, to the extent permitted by law, has waived diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that its Subsidiary Guarantee will not be discharged except by complete
performance of the Obligations contained in the Notes and the Indenture. If any
Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, or any Note Custodian, Trustee, liquidator or other
similar official acting in relation to either the Company or the Guarantors, any
amount paid by the Company or any Guarantor to the Trustee or such Holder, the
Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Guarantor has agreed that it shall not be
entitled to, and hereby has waived, any right of subrogation in relation to the
Holders in respect of any Obligations guaranteed under the Indenture. Each
Guarantor further has agreed that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (a) the maturity of the
Obligations guaranteed under the Indenture may be accelerated as provided in
Article 6 of the Indenture for the purposes of its Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed thereby, and (b) in the
event of any declaration of acceleration of such Obligations as provided in
Article 6 of the Indenture, such Obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for the purpose of its
Subsidiary Guarantee. The Guarantors shall have the right to seek contribution
from any non-paying Guarantor



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so long as the exercise of such right does not impair the rights of the Holders
under the Subsidiary Guarantees.

         The obligations of the Guarantors to the Holders and to the Trustee
pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth
in Article 10 of the Indenture, and reference is hereby made to such Indenture
for the precise terms of the Subsidiary Guarantees. The terms of Article 10 of
the Indenture are incorporated herein by reference. The Subsidiary Guarantees
are subject to release as and to the extent provided in Sections 10.04 and 10.05
of the Indenture.

         Each Subsidiary Guarantee is a continuing guarantee and shall remain in
full force and effect and shall be binding upon each Guarantor and its
respective successors and assigns to the extent set forth in the Indenture until
full and final payment of all of the Company's Obligations under the Notes and
the Indenture and shall inure to the benefit of the successors and assigns of
the Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges conferred in the
Indenture upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof. Each
Subsidiary Guarantee is a guarantee of payment and not a guarantee of
collection.

         For purposes hereof, each Guarantor's liability under its Subsidiary
Guarantee shall be limited in amount as provided in Section 10.06 of the
Indenture.


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         Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.

                                   GUARANTORS:

                                   HORNBECK-LEEVAC MARINE OPERATORS, LLC,
                                   f.k.a. HORNBECK-LEEVAC Marine Operators, Inc.


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer


                                   HORNBECK OFFSHORE SERVICES, LLC, f.k.a.
                                   HORNBECK OFFSHORE SERVICES, INC.


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer


                                   LEEVAC MARINE, LLC


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer


                                   ENERGY SERVICES PUERTO RICO, LLC


                                   By: /s/ JAMES O. HARP, JR.
                                      ------------------------------------------
                                      James O. Harp, Jr.
                                      Vice President and Chief Financial Officer


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