Exhibit



Exhibit 10.50
EXECUTION VERSION



SUPERPRIORITY GUARANTY AND COLLATERAL 
AGREEMENT
DATED AS OF 
MAY 22, 2020
MADE BY
HORNBECK OFFSHORE SERVICES, INC.
AS PARENT BORROWER,


HORNBECK OFFSHORE SERVICES, LLC.
AS CO-BORROWER


AND
EACH OF THE OTHER OBLIGORS (AS DEFINED HEREIN)
IN FAVOR OF
WILMINGTON TRUST, NATIONAL ASSOCIATION, 
AS COLLATERAL AGENT






    








TABLE OF CONTENTS
Page
	
						
	ARTICLE I Definitions
	2
	


	 
	Section 1.01
	 
	Definitions
	2
	


	 
	Section 1.02
	 
	Other Definitional Provisions
	6
	


	 
	Section 1.03
	 
	Rules of Interpretation
	6
	


	ARTICLE II Guarantee
	6
	


	 
	Section 2.01
	 
	Guarantee
	6
	


	 
	Section 2.02
	 
	Right of Contribution
	7
	


	 
	Section 2.03
	 
	No Subrogation
	8
	


	 
	Section 2.04
	 
	Amendments, Etc. with respect to the Borrower Obligations
	8
	


	 
	Section 2.05
	 
	Waivers
	9
	


	 
	Section 2.06
	 
	Guaranty Absolute and Unconditional
	9
	


	 
	Section 2.07
	 
	Reinstatement
	11
	


	 
	Section 2.08
	 
	Payments
	11
	


	 
	Section 2.09
	 
	Orders
	11
	


	ARTICLE III Grant of Security Interest and Pledge of Equity Interests
	11
	


	 
	Section 3.0
	 
	Collateral
	11
	


	ARTICLE IV Representations and Warranties
	13
	


	 
	Section 4.01
	 
	Representations in Credit Agreement
	13
	


	 
	Section 4.02
	 
	Title; No Other Liens
	13
	


	 
	Section 4.03
	 
	Perfected First Priority Liens
	14
	


	 
	Section 4.04
	 
	Obligor Information
	14
	


	 
	Section 4.05
	 
	Benefit to the Guarantor
	14
	


	 
	Section 4.06
	 
	Perfection Certificate and Other Information Regarding Collateral
	14
	


	ARTICLE V Covenants
	14
	


	 
	Section 5.01
	 
	Covenants in Credit Agreement
	15
	


	 
	Section 5.02
	 
	Maintenance of Perfected Security Interest; Further Documentatio
	15
	


	 
	Section 5.03
	 
	Changes in Locations, Name, Etc
	16
	


	 
	Section 5.04
	 
	Delivery of the Pledged Collateral
	16
	


	 
	Section 5.05
	 
	Perfection Certificate
	17
	


	ARTICLE VI Remedial Provisions
	17
	


	 
	Section 6.01
	 
	Code and Other Remedies
	17
	


	 
	Section 6.02
	 
	Waiver; Deficiency
	19
	


	 
	Section 6.03
	 
	Non-Judicial Enforcement
	19
	


	 
	Section 6.04
	 
	Pledged Collateral
	20
	


	ARTICLE VII The Collateral Agent
	20
	


	 
	Section 7.01
	 
	Collateral Agent’s Appointment as Attorney-in-Fact, Etc
	20
	


	 
	Section 7.02
	 
	Duty of Collateral Agent
	22
	


	 
	Section 7.03
	 
	Filing of Financing Statements
	22
	


	 
	Section 7.04
	 
	Authority of Collateral Agent
	23
	







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	ARTICLE VIII Subordination of Indebtedness
	23
	


	 
	Section 8.01
	 
	Subordination of All Obligor Claims
	23
	


	 
	Section 8.02
	 
	Claims in Bankruptcy
	23
	


	 
	Section 8.03
	 
	Payments Held in Trust
	24
	


	 
	Section 8.04
	 
	Liens Subordinate
	24
	


	 
	Section 805
	 
	Notation of Record
	24
	


	ARTICLE IX Miscellaneous
	24
	


	 
	Section 9.01
	 
	Waiver
	24
	


	 
	Section 9.02
	 
	Notices
	25
	


	 
	Section 9.03
	 
	Orders
	25
	


	 
	Section 9.04
	 
	Payment of Expenses, Indemnities, Etc
	25
	


	 
	Section 9.05
	 
	Amendments in Writing
	25
	


	 
	Section 9.06
	 
	Successors and Assigns
	26
	


	 
	Section 9.07
	 
	Survival; Revival; Reinstatement
	26
	


	 
	Section 9.08
	 
	Counterparts; Integration; Effectiveness
	27
	


	 
	Section 9.09
	 
	Severability
	27
	


	 
	Section 9.10
	 
	Set-Off
	28
	


	 
	Section 9.11
	 
	Governing Law; Submission to Jurisdiction
	28
	


	 
	Section 9.12
	 
	Headings
	29
	


	 
	Section 9.13
	 
	Acknowledgment
	29
	


	 
	Section 9.14
	 
	Additional Obligors
	30
	


	 
	Section 9.15
	 
	Releases
	30
	


	 
	Section 9.16
	 
	Acceptance
	31
	


	 
	Section 9.17
	 
	Incorporation by Reference
	31
	







ANNEXES:
		
	I
	Form of Assumption Agreement




SCHEDULES:
		
	1
	Notice Addresses of Obligors


		
	2
	Filings and Other Actions Required to Perfect Security Interests


		
	3
	Location of Jurisdiction of Organization and Chief Executive Office


		
	4
	Effective Date Deposit Accounts


		
	5
	Pledged Collateral


		
	6
	Intellectual Property


		
	7
	Non-Offshore Vessels




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This SUPERPRIORITY GUARANTY AND COLLATERAL AGREEMENT (this “Agreement”) is dated as of May 22, 2020 and is made by Hornbeck Offshore Services, Inc., a Delaware corporation and debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Parent Borrower”), Hornbeck Offshore Services, LLC, a Delaware limited liability company and debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Co-Borrower” and, together with the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower”) and each of the signatories hereto other than the Collateral Agent as defined below, together with any other Restricted Subsidiary of the Parent Borrower that becomes a party hereto from time to time after the date hereof pursuant to an Assumption Agreement or otherwise, the “Obligors”), each Obligor as debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, in favor of Wilmington Trust, National Association, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), for the financial institutions (the “Lenders”) from time to time parties to the Superpriority Debtor-In-Possession Term Loan Agreement dated of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, as debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, the Lenders, the Collateral Agent and Wilmington Trust, National Association, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”). 
R E C I T A L S
A.    On May 19, 2020, the Obligors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code, which commenced cases that are jointly administered (collectively, the “Cases”) by the United States Bankruptcy Court for the Southern District of Texas (together with any other court having competent jurisdiction over the Cases from time to time, the “Bankruptcy Court”).
B.    The Borrowers have requested that the Lenders provide certain loans to the Borrowers pursuant to the Credit Agreement.
C.    The Lenders have agreed to make such loans subject to the terms and conditions of the Credit Agreement.
D.    It is a condition precedent to the obligation of the Lenders to make their respective Commitments to provide Loans to the Borrowers under the Credit Agreement that the Obligors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Lenders. Notwithstanding anything herein to the contrary, the security interest, pledge and Lien granted to the Collateral Agent under this Agreement and the exercise of the rights and remedies of the Collateral Agent hereunder and under any other Loan Documents are supplemental to and subject to the Interim Order (and, once entered, the Final Order).
NOW, THEREFORE, in consideration of the premises herein and to induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Obligor hereby agrees with the Collateral Agent, for the ratable benefit of the Lenders, as follows:




    





ARTICLE I 
Definitions
Definitions.
(a)    Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement, and terms not otherwise defined herein but that are defined in the UCC on the date hereof shall have the meanings given them in the UCC when used herein in such context; provided that no UCC terms shall be deemed to include Excluded Assets.
(b)    The following terms have the following meanings:
“Account Control Agreement” means, with respect to any Deposit Account or Securities Account of any Obligor that is not an Excluded Account, and with respect to the Collateral Proceeds Account, an agreement or agreements in form and substance reasonably acceptable to the Collateral Agent and the Required Lenders among the applicable Obligor, the Collateral Agent and such other bank or banks governing such Deposit Account or Securities Account pursuant to which the security interest of the Collateral Agent in such Deposit Account and the assets deposited therein shall be perfected.
“Agreement” means this Superpriority Guaranty and Collateral Agreement as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.
“Assumption Agreement” has the meaning assigned such term in Section 9.13.
“Bankruptcy Code” means Title 11, United States Code, as amended from time to time.
“Borrower Obligations” means the collective reference to the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of the Borrowers and the Guarantors (including, without limitation, all Indebtedness) arising out of or outstanding or owing under, advanced or issued pursuant to, or evidenced by, the Guaranteed Documents, including, without limitation, the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrowers and the Guarantors (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Obligor (or that would accrue but for the commencement of such proceeding), whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant to, or evidenced by, the Guaranteed Documents, whether on account of principal, interest, reimbursement obligations, payments in respect of an early termination date, any premium payable in respect of the Loans (including, without limitation, any such premium payable pursuant to Section 3.04(d) of the Credit Agreement), fees, indemnities, costs, expenses or otherwise (including, without limitation, all costs, fees and disbursements of counsel to the Guaranteed Creditors that are required to be paid by the Obligors pursuant to the terms of any Guaranteed Document). 


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“Collateral” has the meaning assigned such term in Section 3.01.
“Collateral Agent” has the meaning set forth in the preamble. 
“Deposit Account” means a demand, time, savings, passbook or similar account maintained with a bank or other financial institution.  As of the Effective Date, the Deposit Accounts of the Obligors that are not Excluded Accounts are set forth on Schedule 4 hereto (the “Effective Date Deposit Accounts”).
 “Effective Date Deposit Accounts” has the meaning assigned such term in the definition of Deposit Account.
“Excluded Accounts” means (i) those Deposit Accounts that are used exclusively for payroll, payroll taxes, workers compensation and employee benefits, or withholding, sales, use, value added or similar taxes, (ii) Deposit Accounts held in trust for a third party; provided that such accounts consist solely of funds set aside for such purpose, (iii) escrow accounts that have an overnight balance of which in the aggregate, together with the overnight balance of all such other escrow accounts excluded pursuant to this clause (iii), do not exceed $500,000 and (iv) those Deposit Accounts, Securities Accounts and Commodity Accounts that have an overnight balance of which in the aggregate, together with the overnight balance of all such other Deposit Accounts, Securities Accounts and Commodity Accounts excluded pursuant to this clause (iv), do not exceed $500,000.  Notwithstanding the foregoing, in no event shall (x) any Effective Date Deposit Account or (y) any deposit account holding escrowed amounts in respect of the Specified Vessels constitute an Excluded Account..
“Excluded Assets” means (i) any Equity Interests held by any Obligor of any Person (other than a wholly-owned Subsidiary of the Parent Borrower) to the extent (and so long as) pledging or granting a security interest in such Equity Interest would result in a termination (or right of termination) of (other than any termination or right of termination in favor of the Parent Borrower or any of its Restricted Subsidiaries), or is prohibited or otherwise restricted by, any contractual obligation applicable to such Obligor or such Equity Interests (other than any such obligation in favor of the Parent Borrower or any of its Restricted Subsidiaries) or would require a consent from any third party (unless such consent has been received) (other than the Parent Borrower or any of its Restricted Subsidiaries) or would violate any applicable law, rule or regulation (in each case, except to the extent such termination, right of termination, prohibition, restriction, consent requirement or law, rule or regulation is unenforceable after giving effect to applicable provisions of the UCC or other applicable law, including the Bankruptcy Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law, including the Bankruptcy Code, notwithstanding such prohibitions), (ii) any assets (other than Vessel Collateral, Deposit Accounts and Securities Accounts) over which the pledging of or granting of security interests in such assets would result in a termination (or right of termination) of, or is prohibited or otherwise restricted by, an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not created or made binding on the assets in contemplation or in connection with the acquisition of such assets (other than any such obligation in favor of the Parent Borrower or any of its Restricted Subsidiaries), would be prohibited by applicable law, rule or regulation (in each case, except to the extent such termination, right of 


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termination, prohibition, restriction, consent requirement or law, rule or regulation is unenforceable after giving effect to applicable provisions of the UCC or other applicable law, including the Bankruptcy Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law, including the Bankruptcy Code, notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any Governmental Authority (unless such consent has been received) or would result in materially adverse tax consequences as reasonably determined in good faith by the Parent Borrower (subject to the consent of the Required Lenders) in writing delivered to the Collateral Agent; provided that the Parent Borrower shall use commercially reasonable efforts to obtain any such required consent of a Governmental Authority, (iii) motor vehicles and other assets subject to certificates of title (other than the Vessel Collateral and to the extent not excluded by clause (vii) of this definition, any non-offshore service Vessels), (iv) those assets with respect to which, in the reasonable judgment of the Parent Borrower (subject to the consent of the Required Lenders), evidenced in writing, delivered to the Collateral Agent, the costs or other consequences of obtaining or perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom, (v) any right, title or interest in or under any permit, lease, license, contract or agreement to the extent, but only to the extent, that such a grant would violate the terms of applicable law or of such license, contract or agreement, or result in the termination of or a breach of the terms of, or constitute a default under, any such license, contract or agreement or if the contract or agreement in which such Lien is granted prohibits or requires the consent of any Person other than the Parent Borrower or any of its Restricted Subsidiaries as a condition to the creation of any other security interest on such equipment or asset (other than to the extent that any such term would be rendered ineffective pursuant to the applicable provisions of the UCC or other applicable law, including the Bankruptcy Code or principles of equity), (vi) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law and (vii) the non-offshore service Vessels listed on Schedule 7; provided, however, that any Proceeds, products, substitutions or replacements of Excluded Assets shall not constitute Excluded Assets unless such Proceeds, products, substitutions or replacements would themselves constitute Excluded Assets.  Notwithstanding the foregoing, nothing in this definition of “Excluded Assets” shall affect the requirement in Section 8.14 of the Credit Agreement relating to the pledge of Equity Interests of certain Foreign Subsidiaries or guaranty thereof by such pledgor.  For the avoidance of doubt, in no event shall any Vessel Collateral constitute Excluded Assets. 
“Foreign Law Agreements” means any Security Instrument governed by the laws of a jurisdiction other than the laws of the United States of America or any state thereof or the District of Columbia.
“Foreign Obligor” means any Obligor that is a Foreign Subsidiary.
 “Guaranteed Creditors” means the collective reference to the Administrative Agent, the Collateral Agent, the Lenders, each sub-agent appointed by any Agent pursuant to Section 11.05 of 


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the Credit Agreement with respect to matters relating to the Loan Documents and the successors and permitted assigns of such Persons.
“Guaranteed Documents” means the collective reference to the Loan Documents and any other document made, delivered or given in connection with any of the Loan Documents.
 “Guarantor Obligations” means with respect to any Guarantor, the collective reference to (a) the Borrower Obligations and (b) the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of such Guarantor of every kind or description, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant to, or evidenced by, any Guaranteed Document to which such Guarantor is a party, in each case, whether on account of principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to any Guaranteed Creditor under any Guaranteed Document).
“Guarantors” means the collective reference to each Obligor other than the Borrowers.
“Intellectual Property” means all U.S. and non-U.S. (a) patents, (b) trademarks, service marks, trade names, trade dress, and other source identifiers, designs and domain names, (c) copyrights, (d) design rights, inventions, original works of authorship, trade secrets, confidential information, know-how, software and all other intellectual property or proprietary rights and interests, whether registered or unregistered, (e) all registrations and applications for registration therefor, (f) all licenses, contracts and agreements pursuant to which any Obligor grants or obtains any right to use any such intellectual property or proprietary rights or interests, together with any and all amendments, restatements, renewals, extensions, supplements and continuations thereof (“Licenses”) and (g) all rights to sue for any infringement, misappropriation or other violation, and all income, royalties, damages and payments due or payable therefor.
“Obligations” means: (a) in the case of each Borrower, the Borrower Obligations and (b) in the case of each Guarantor, its Guarantor Obligations, and collectively, the Borrower Obligations and the Guarantor Obligations as the context may require.
“Obligor Claims” has the meaning assigned to such term in Section 8.01.
“Obligors” has the meaning assigned to such term in the preamble.
“Perfection Certificate” means the Perfection Certificate dated the Effective Date executed and delivered by the Parent Borrower to the Collateral Agent.
“Pledge-Related Rights” means, collectively, (a) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of Pledged Collateral, (b) all rights and privileges of such Obligor with respect to the Pledged Collateral; provided that the Collateral Agent cannot exercise such rights and privileges unless an Event of Default has occurred and is continuing and (c) all Proceeds of any of the foregoing.


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“Pledged Collateral” means all Equity Interests held by any Obligor (including, without limitation, all of the Equity Interests listed on Schedule 5 hereto), and all Pledge-Related Rights in respect thereof, together with any other Equity Interests of any Person that may be issued or granted to, or held by, any Obligor while this Agreement is in effect and all Pledge-Related Rights in respect thereof, in each case, excluding any Excluded Assets.
“Prepetition First Lien Collateral Agent” means Wilmington Trust, National Association in its capacity as collateral agent under the Prepetition First Lien Term Loan Agreement and the Prepetition Second Lien Term Loan Agreement, and in each case, its permitted successors in such capacity as provided therein. 
“Proceeds” means all “proceeds” as such term is defined in Section 9-102(64) of the UCC.
“Specified Vessels” means the Vessels HOS Warhorse and HOS Wildhorse.
“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Guaranteed Creditors’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions.
Other Definitional Provisions.  Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to an Obligor refer to the Obligor’s Collateral or the relevant part thereof.
Rules of Interpretation.  Section 1.04 and Section 1.05 of the Credit Agreement are hereby incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.  All references herein to schedules shall be deemed to refer to such schedules as supplemented from time to time pursuant to an Assumption Agreement or otherwise in accordance with this Agreement.
ARTICLE II 
Guarantee 
Guarantee.
(a)    Each of the Guarantors hereby jointly and severally, unconditionally and irrevocably, guarantees to the Guaranteed Creditors and each of their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations.  This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.
(b)    Anything herein or in any other Guaranteed Document to the contrary notwithstanding, the Obligations of each Guarantor hereunder and under the other Guaranteed 


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Documents shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Agreement not constituting a fraudulent transfer or fraudulent conveyance for purposes of any Debtor Relief Law to the extent applicable to this Agreement and the Obligations of each Guarantor hereunder (after giving effect to the right of contribution established in Section 2.02).
(c)    Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this ARTICLE II or affecting the rights and remedies of any Guaranteed Creditor hereunder.
(d)    Each Guarantor agrees that if the maturity of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor.  The guarantee contained in this ARTICLE II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in full in cash and all Commitments are terminated notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding.
(e)    No payment made by any Obligor, any other guarantor or any other Person or received or collected by any Guaranteed Creditor from any Obligor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full in cash and all of the Commitments have expired or are terminated.
(f)    Notwithstanding anything herein to the contrary, a guarantee of the Borrower Obligations by any Foreign Obligor pursuant a Foreign Law Agreement, shall be governed and controlled by the provisions of such Foreign Law Agreement and the provisions of this Agreement shall not apply. For the avoidance of doubt, the guarantee by Hornbeck Offshore Navegacao, Ltda. shall be governed and controlled by a Brazilian law governed letter of guaranty (or such equivalent document).
Right of Contribution.  Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.03. The provisions of this Section 2.02 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Creditors, and each Guarantor shall remain liable to the Guaranteed Creditors for the full amount guaranteed by such Guarantor hereunder.


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No Subrogation.  Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Guaranteed Creditor, no Guarantor shall be entitled to be subrogated to any of the rights of any Guaranteed Creditor against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Guaranteed Creditor for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Guaranteed Creditors on account of the Borrower Obligations are irrevocably paid in full in cash and all of the Commitments have expired or are terminated.  If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably paid in full in cash or any of the Commitments are in effect, such amount shall be held by such Guarantor in trust for the Guaranteed Creditors, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in accordance with Section 10.02(c) of the Credit Agreement.
Amendments, Etc. with respect to the Borrower Obligations.  Each Guarantor shall remain obligated hereunder, and such Guarantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against any Guarantor and without notice to, demand upon or further assent by any Guarantor (which notice, demand and assent requirements are hereby expressly waived by such Guarantor), (a) any demand for payment of any of the Borrower Obligations made by any Guaranteed Creditor may be rescinded by such Guaranteed Creditor or otherwise and any of the Borrower Obligations continued; (b) the Borrower Obligations, the liability of any other Person upon or for any part thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, any Guaranteed Creditor; (c) any Guaranteed Document may be amended, modified, supplemented or terminated, in whole or in part, as the Guaranteed Creditors may deem advisable from time to time, subject to Section 12.02(b) of the Credit Agreement; (d) any collateral security, guarantee or right of offset at any time held by any Guaranteed Creditor for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Borrower Obligations may from time to time be obligated on the Borrower Obligations or any additional security or collateral for the payment and performance of the Borrowers’ Obligations may from time to time secure the Borrower Obligations; (f) any change in applicable law, rule or regulation or any event affecting any term of the Borrower Obligations; and (g) any other event shall occur which constitutes a defense or release of sureties generally.  No Guaranteed Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this ARTICLE II or any Property subject thereto.
Waivers.  Each Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Guaranteed Creditor upon the guarantee contained in this ARTICLE II or acceptance of the 


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guarantee contained in this ARTICLE II; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this ARTICLE II and no notice of creation of the Borrower Obligations or any extension of credit already or hereafter contracted by or extended to the Borrowers need be given to any Guarantor; and all dealings between the Borrowers and any of the Guarantors, on the one hand, and the Guaranteed Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this ARTICLE II.  Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Borrower Obligations.
Guaranty Absolute and Unconditional.
(a)    Each Guarantor understands and agrees that the guarantee contained in this ARTICLE II is, and shall be construed as, a continuing, complete, absolute and unconditional guarantee of payment, and each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following:
(i)    the invalidity or unenforceability of any Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Creditor;
(ii)    any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against any Guaranteed Creditor;
(iii)    the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Borrower or any other Guarantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding;
(iv)    any sale, lease or transfer of any or all of the assets of any Borrower or any other Guarantor, or any changes in the shareholders of a Borrower or a Guarantor;
(v)    any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor;
(vi)    the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations;


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(vii)    the absence of any attempt to collect the Obligations or any part of them from any Obligor;
(viii)     (A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Guaranteed Creditor to file or enforce a claim against any Borrower or its estate in any bankruptcy or insolvency case or proceeding; 
(ix)    any change in the time, manner or place of payment of, or in any other term of all or any of the Obligations; or
(x)    any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of any Borrower or such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of such Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this ARTICLE II, in bankruptcy or in any other instance.
(b)    When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
(c)    Each Obligor incorporated under the laws of Mexico, hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, all rights and benefits set forth in, but not limited to, Articles 2813, 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2824, 2825, 2827, 2830, 2835, 2836, 2837, 2838, 2839, 2840, 2848 and 2849 and any other applicable or related articles of the Federal Civil Code of Mexico (the “Civil Code”) and the corresponding articles under the Civil Code in effect for all the states of Mexico, and waives as well the benefits established in Articles 2826, 2844, 2845, 2846 and 2847 of such Civil Codes.  Each such Obligor incorporated under the laws of Mexico represents that it is familiar with the contents of the articles referred to in this paragraph.


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Reinstatement.  The guarantee contained in this ARTICLE II shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any Guaranteed Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its Property, or otherwise, all as though such payments had not been made.
Payments.  Each Guarantor hereby guarantees that payments under this Article II will be paid to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, without set-off, deduction or counterclaim in dollars, in immediately available funds, at the office of the Administrative Agent specified in Section 12.01 of the Credit Agreement.  If acceleration of the time for payment of any Guarantor Obligation is stayed by reason of the insolvency or receivership of any Guarantor or otherwise, all Guarantor Obligations otherwise subject to acceleration under the terms of any Loan Document shall nonetheless be payable by the Guarantors hereunder.
Orders.  Notwithstanding anything to the contrary herein, all rights, remedies and powers provided under this Article II may be exercised only to the extent that the exercise thereof does not violate the Interim Order (and, once entered, the Final Order) or applicable Bankruptcy Law. 
ARTICLE III 
Grant of Security Interest and Pledge of Equity Interests
Collateral.  
(a)    Subject to the entry by the Bankruptcy Court of the Interim Order (as the same may be amended, supplemented or otherwise modified by the Final Order) and in accordance with the terms thereof, each Obligor hereby pledges, assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Guaranteed Creditors, a security interest in all of the following Property now owned or at any time hereafter acquired by it or in which such Obligor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: 
(i)    all Accounts;
(ii)    all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper);
(iii)    all Commercial Tort Claims;
(iv)    all cash and Deposit Accounts;


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(v)    all Documents;
(vi)    all Fixtures;
(vii)    all General Intangibles;
(viii)    all Goods (including, without limitation, all Inventory and all Equipment);
(ix)    all Instruments;
(x)    all Intellectual Property;
(xi)    all Investment Property (including, without limitation, Commodity Accounts and Securities Accounts);
(xii)    all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing);
(xiii)    all Supporting Obligations;
(xiv)    all Pledged Collateral;
(xv)    all books and records pertaining to the Collateral;
(xvi)    subject to the entry of the Final Order, all proceeds recovered as a result of claims or causes of action under sections 542, 544, 545, 547, 548, 549, 550, 551, 553(b) or 724(b) of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or applicable state law equivalents;
(xvii)    each Obligor’s rights under and any amounts surcharged pursuant to, section 506(c) of the Bankruptcy Code; and
(xviii)    to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (including proceeds of all insurance policies) and all collateral security and guarantees given by any Person with respect to any of the foregoing; 
provided, however, that notwithstanding anything herein or in any other Loan Document to the contrary, the Collateral shall not include and the security interests granted hereunder shall not attach to any Excluded Asset.
(b)    None of the covenants or representations and warranties herein shall be deemed to apply to any property constituting Excluded Assets; provided, that if such property ceases to be an Excluded Asset, the covenants or representations and warranties herein shall apply in respect of such property. 


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(c)    Notwithstanding anything herein to the contrary, with respect to any Property of a Foreign Obligor, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder shall apply only to such Property located in the United States of America. For the avoidance of doubt, any Property of a Foreign Obligor which is subject to a lien and security interest created pursuant to a Foreign Law Agreement, shall be governed and controlled by the provisions of such Foreign Law Agreement and the provisions of this Agreement shall not apply. For the avoidance of doubt, the security interest created over (i) the Equity Interests of (x) Hornbeck Offshore Navegacao, Ltda. shall be governed and controlled by a Brazilian law governed pledge agreement (or such equivalent document) and (ii) the Equity Interests of (t) HOS de México, S. de R.L. de C.V., (u) Hornbeck Offshore Services de México, S. de R.L. de C.V., (v) Hornbeck Offshore Operators de México S. de R.L. de C.V., (w) HOS Leasing de México, S.A. de C.V. SOFOM E.N.R., (x) T.N. Percheron, S. de R.L. de C.V., (y) HOS de México II, S. de R.L. de C.V. and (z) HOS de México III, S. de R.L. de C.V. in each case, shall be governed and controlled by a Mexican law governed pledge agreement (or such equivalent document).
ARTICLE IV  
Representations and Warranties 
To induce the Guaranteed Creditors to enter into the Guaranteed Documents and to induce the Lenders to make loans to the Borrowers thereunder, each Obligor hereby represents and warrants to the Collateral Agent and each Guaranteed Creditor that:
Representations in Credit Agreement.  In the case of each Guarantor, the representations and warranties set forth in Article VII of the Credit Agreement as they relate to such Guarantor or to the Guaranteed Documents to which such Guarantor is a party are true and correct in all material respects, provided that (a) each reference in each such representation and warranty to any Borrower’s knowledge shall, for the purposes of this Section 4.01, be deemed to be a reference to such Guarantor’s knowledge, (b) any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any such qualification therein), and (c) to the extent any such representation and warranty is expressly limited to an earlier date, such representation and warranty shall be true and correct, as qualified, as of such specified earlier date.
Title; No Other Liens.  Except for the security interest granted to the Collateral Agent for the ratable benefit of the Guaranteed Creditors pursuant to this Agreement and the Interim Order (and, once entered, the Final Order) and as set forth in the following sentence, each Obligor has good title to its Collateral. Except for Permitted Liens and other Liens generated pursuant to the Interim Order (and, once entered, the Final Order), the Collateral is free and clear of any and all Liens and the applicable Obligor has the power to transfer each item of the Collateral in which a Lien is granted by it hereunder, free and clear of any Lien.  No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the ratable benefit of the Guaranteed Creditors, pursuant to this Agreement or the Security Instruments, and/or to evidence Permitted Liens. 


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Perfected First Priority Liens.  In addition to the security interests granted upon and subject to the entry of the Interim Order (and, once entered, the Final Order), the security interests granted pursuant to this Agreement (a) upon the completion of the filings specified on Schedule 2 or the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control and the completion of all such other filings and required actions specified on Schedule 2 will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the ratable benefit of the Guaranteed Creditors, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of the Obligors and any Persons purporting to purchase any Collateral from the Obligors and (b) are prior to all other Liens on the Collateral, subject only to Permitted Liens on such Collateral that are expressly permitted under the Credit Agreement to have equal or prior ranking on the Collateral or are to be discharged on the Effective Date; subject, however, in each case with respect to Proceeds, to the provisions of Section 9-315 of the UCC.
Obligor Information.  As of the date hereof, the correct legal name of each Obligor, all names and trade names that each Obligor has used in the last five years, each Obligor’s jurisdiction of organization and each jurisdiction of organization of each Obligor over the last five years, organizational number, taxpayer identification number, and the location(s) of each Obligor’s chief executive office or sole place of business over the last five years are specified on Schedule 3.
Benefit to the Guarantor.  Each Borrower is a member of an affiliated group of companies that includes each Guarantor and each Borrower, and the other Guarantors are engaged in related businesses.  Each Guarantor is an Affiliate of each Borrower and its guaranty and surety obligations pursuant to this Agreement reasonably may be expected to benefit, directly or indirectly, it; and it has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of its business and the business of each other Guarantor and each Borrower.
Perfection Certificate and Other Information Regarding Collateral.  The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein is correct and complete in all material respects as of the Effective Date.
ARTICLE V 
Covenants 
Each Obligor covenants and agrees with the Collateral Agent and the Guaranteed Creditors that, from and after the Effective Date until the Borrower Obligations shall have been paid in full in cash and all of the Commitments shall have terminated:
Covenants in Credit Agreement.  In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.
Maintenance of Perfected Security Interest; Further Documentation.  


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(a)    The Obligors shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever except Permitted Liens; provided that, (i) with respect to Deposit Accounts, Securities Accounts and Commodity Accounts, in each case, that do not constitute Excluded Accounts, the Obligors shall establish Account Control Agreements with respect to such Deposit Accounts, Securities Accounts and Commodity Accounts as soon as commercially practicable and in any event within thirty (30) days after the later of (x) the date hereof and (y) the date that such Deposit Account, Securities Account or Commodity Account was opened or otherwise acquired by such Obligor; provided that, the overnight balance in Deposit Accounts, Securities Accounts or Commodity Accounts referred to in clause (y) of this proviso over which there is not an Account Control Agreement shall not exceed, together with Deposit Accounts, Securities Accounts or Commodity Accounts excluded pursuant to clause (iv) of the definition of “Excluded Accounts”, $500,000, (ii) subject to the preceding clause (i), the Obligors shall cause any cash of the Obligors to be deposited into a Deposit Account of an Obligor that is subject to an Account Control Agreement (unless such cash is deposited into a Deposit Account that is permitted to be an Excluded Account by the terms of this Agreement) and (iii) this Section 5.02(a) shall not apply to any Deposit Account or Securities Account that is subject to an Account Control Agreement that is in full force and effect and was entered into prior to the Effective Date in favor of the Prepetition First Lien Collateral Agent. 
(b)    At any time and from time to time, upon the reasonable request of the Collateral Agent, the Obligors will furnish (without further order of the Bankruptcy Court) to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent or the Required Lenders may reasonably request, all in reasonable detail.
(c)    At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the Borrowers, the Obligors will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as are necessary for the purpose of obtaining or preserving the full benefits of this Agreement (including, without limitation, the perfection and Lien priority set forth herein) and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) the filing, registration or recordation or delivery to the Collateral Agent for filing, registration or recordation, with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, any and all agreements, instruments, documents, and papers which the Collateral Agent may reasonably request to evidence, create, record, preserve, protect or perfect the Collateral Agent’s security interest in any applications or registrations for United States patents, trademarks and copyrights included in the Collateral.
(d)    If any Obligor shall, at any time after the date hereof, obtain any ownership or other rights in and to any additional Intellectual Property (excluding any Excluded Asset), then the provisions of this Agreement shall automatically apply thereto and any such Intellectual Property shall automatically constitute Collateral and shall be subject to the security interest created by this Agreement, without further action by any party, and such Obligor shall modify this Agreement by 


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amending Schedule 6 to include any such additional applications or registrations for patents, trademarks and copyrights included in the Collateral and (ii) file, register or record with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, any and all agreements, instruments, documents, and papers which the Collateral Agent may reasonably request to evidence, create, record, preserve, protect or perfect the Collateral Agent’s security interest in any applications or registrations for United States patents, trademarks and copyrights included in the Collateral. Further, each Obligor authorizes the Collateral Agent, at the written direction of the Required Lenders, to (x) modify this Agreement by amending Schedule 6 to include any applications or registrations for patents, trademarks and copyrights included in the Collateral and (y) file, register or record with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, any and all agreements, instruments, documents, and papers which are necessary to evidence, create, record, preserve, protect or perfect the Collateral Agent’s security interest in any applications or registrations for United States patents, trademarks and copyrights included in the Collateral (but the failure to so modify such schedule or file, register or record such documentation shall not be deemed to affect the Collateral Agent’s security interest in or Lien upon such Intellectual Property).
Changes in Locations, Name, Etc. Each Obligor recognizes that financing statements pertaining to the Collateral have been or may be filed where such Obligor maintains any Collateral or is organized. No Obligor will cause or permit any change in its (a) corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its Properties, (b) the location of its chief executive office or principal place of business, (c) its identity or form of organization or in the jurisdiction in which it is formed, (d) its jurisdiction of organization or its organizational identification number in such jurisdiction of organization or (e) its federal taxpayer identification number, unless, in each case, it shall have (i) notified the Collateral Agent in writing of such change at least ten (10) Business Days prior to the effective date of such change (or such other time period agreed to in writing by the Collateral Agent), and (ii) taken, or caused to be taken, all action necessary and appropriate for the purpose of maintaining the perfection and priority of the Collateral Agent’s security interests under this Agreement.  In any notice furnished pursuant to this Section 5.03, the Obligor will expressly state in a conspicuous manner that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purposes of continuing perfection of the Collateral Agent’s security interest in the Collateral.
Delivery of the Pledged Collateral. Each Obligor that has pledged Pledged Collateral hereunder agrees to deliver or cause to be delivered to the Collateral Agent or any other Person if required pursuant to the Interim Order (and the Final Order, as applicable) any and all certificates evidencing Pledged Collateral, if any (accompanied by undated stock powers duly executed in blank and such other instruments and documents as may be necessary, or as the Collateral Agent may reasonably request or required to be delivered pursuant to the Interim Order (or the Final Order, if applicable)), (a) in the case of any Obligor that has pledged Pledged Collateral hereunder on the Effective Date, within 10 Business Days of the Effective Date or such later date as the Required Lenders reasonably agree; and (b) thereafter, within (i) the timeframe required under Section 8.14 of the Credit Agreement or the Interim Order (or the Final Order, if applicable) and (ii) promptly (and in any event within 10 Business Days or such later date as the Required Lenders 


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reasonably agree) after the acquisition of additional Equity Interests in respect of any Pledged Collateral. Each delivery of Pledged Collateral shall be accompanied by a schedule describing such Pledged Collateral, which schedule shall be attached hereto as Schedule 5 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral.  Each schedule so delivered shall supplement any prior schedules so delivered.  Each Obligor acknowledges and agrees that (i) solely to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Obligor (or by such Obligor and one or more other Obligors) that constitutes Pledged Collateral and is pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated and such certificate shall be delivered to the Collateral Agent in accordance with this Section 5.04 and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate.
Perfection Certificate. Concurrently with the execution and delivery of this Agreement, the Borrowers shall deliver to the Collateral Agent the Perfection Certificate.
ARTICLE VI 
Remedial Provisions 
Code and Other Remedies.
(a)    Upon the occurrence and during the continuance of an Event of Default and subject to the terms of the Interim Order (and, once entered, the Final Order), the Collateral Agent, on behalf of the Guaranteed Creditors, (i) may exercise, in addition to all other rights and remedies granted to them in this Agreement, the other Guaranteed Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law or otherwise available at law or equity and (ii) without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, notice of intent to accelerate, notice of acceleration advertisement or notice of any kind (except any notice required by law referred to below, which cannot be waived by law and any notice that is expressly required under this Agreement or any other Loan Document) to or upon any Obligor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, grant option or options to purchase, grant a license to use (provided that with respect to licenses to trademarks, any such license shall be subject to reasonable quality control provisions in connection with the goods and services offered under any trademarks sufficient to avoid the risk of cancellation, voiding or invalidation of such trademarks), or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Guaranteed Creditor or elsewhere upon such terms and conditions as the Required Lenders may deem advisable and at such prices as the Required Lenders may deem best, for cash or credit or for future delivery without assumption of any credit risk.  Any Guaranteed Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of 


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the Collateral so sold, free of any right or equity of redemption in any Obligor, which right or equity is hereby waived and released.  If an Event of Default shall occur and be continuing, each Obligor further agrees, at the Collateral Agent’s request (acting at the written direction of the Required Lenders), to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent (acting at the written direction of the Required Lenders) shall reasonably select, whether at such Obligor’s premises or elsewhere.  Any such sale or transfer by the Collateral Agent (acting at the written direction of the Required Lenders) either to itself or to any other Person shall be absolutely free from any claim of right by Obligor, including any equity or right of redemption, stay or appraisal which Obligor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Obligor hereby waives any rights it may have in respect thereof).  Upon any such sale or transfer, the Collateral Agent (acting at the written direction of the Required Lenders) shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred.  Subject to the Interim Order (and, once entered, the Final Order), the Collateral Agent (acting at the written direction of the Required Lenders) shall apply the net proceeds of any action taken by it pursuant to this Section 6.01, after deducting all reasonable fees, costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Guaranteed Creditors hereunder, including, without limitation, reasonable attorneys’ fees, expenses and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 10.02(c) of the Credit Agreement, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to any Obligor.  To the extent permitted by applicable law, each Obligor waives all claims, damages and demands it may acquire against the Collateral Agent or any Guaranteed Creditor arising out of the exercise by them of any rights hereunder, except where arising as a result of the Collateral Agent’s or any Guaranteed Creditor’s gross negligence or willful misconduct.  If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.
(b)    In the event that the Collateral Agent (acting at the written direction of the Required Lenders) elects not to sell the Collateral, the Collateral Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations.  Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner.
(c)    Solely for the purpose of enabling the Collateral Agent to exercise its rights and remedies hereunder, exercisable solely upon the occurrence and during the continuance of an Event of Default and subject to the terms of the Interim Order (and, once entered, the Final Order), each Obligor hereby grants to the Collateral Agent a non-exclusive, royalty-free, sublicenseable license to make, have made, use, sell, copy, distribute, perform, make derivative works, publish, and exploit in any other manner for which an authorization from the owner of such Intellectual Property would be required under applicable law, any of the Intellectual Property included in the Collateral, now or hereafter owned by or licensed to (but, to the extent applicable, subject to any 


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limitations under that certain Second Amended and Restated Trade Name and Trademark License Agreement dated September 28, 2012, by and between HFR, LLC and Hornbeck Offshore Operators, LLC) such Obligor; provided that (i) the applicable Obligor shall have such rights of quality control and inspection which are reasonably necessary under applicable law to maintain the validity and enforceability of such trademarks,  (ii) the foregoing license shall be subject to preexisting exclusive licenses and exclusive licenses granted after the date hereof that are Permitted Liens, and any sublicenses duly granted by the Collateral Agent under this license grant shall survive in accordance with their terms as direct licenses of the Obligor in the event of the subsequent cure of any Event of Default that gave rise to the exercise of the Collateral Agent’s rights and remedies, and (iii) the license shall be irrevocable until the termination of the Credit Agreement, or as to Collateral as to which the Lien is released under Section 9.15(b), at such time as the sale, transfer or disposal occurs; provided that the license only may be exercised during the continuance of an Event of Default.
(d)    The Collateral Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.
Except when an Event of Default has occurred and is continuing, neither the Collateral Agent nor any Guaranteed Creditor shall contact or communicate with, or attempt to contact or communicate with any customer of any Obligor in connection with the Collateral except with the participation of a Responsible Officer of such Obligor.
Notwithstanding the foregoing, any exercise of remedies is subject to the Interim Order (and, once entered, the Final Order). 
Waiver; Deficiency.  To the fullest extent permitted by applicable law, each Obligor waives and agrees not to assert any rights or privileges which it may acquire under the UCC, except to the extent arising solely from the gross negligence or willful misconduct of the Collateral Agent; provided, however, that the Obligors do not waive any rights or privileges to notice or the opportunity to cure otherwise provided under the Loan Documents.  Each Obligor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees, expenses and disbursements of any attorneys employed by the Collateral Agent or any Guaranteed Creditor to collect such deficiency. The officers, directors and managers, as applicable, of the Obligors shall in no event be personally liable for any such deficiency.
Non-Judicial Enforcement.  To the extent permitted by applicable law and the Interim Order (or the Final Order, as applicable), the Collateral Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Obligor expressly waives any and all legal rights which might otherwise require the Collateral Agent to enforce its rights by judicial process.
Pledged Collateral.  (a) Subject to the Interim Order (and, once entered, the Final Order), if an Event of Default shall have occurred and is continuing, (i) the Collateral Agent, on behalf of the Guaranteed Creditors, shall have the right (in its sole and absolute discretion or at the direction of the Required Lenders) to hold the Pledged Collateral in the name of the applicable Obligor, endorsed or assigned in blank or in favor of the Collateral Agent or in its own name as 


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pledgee or in the name of its nominee (as pledgee or as sub-agent), and each Obligor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Collateral registered in the name of such Obligor and (ii) the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Collateral for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement.
(b)    Each Obligor recognizes that in light of certain restrictions and limitations under the Securities Act of 1933, as amended (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”)  the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof.  Each Obligor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws (it being understood that the Collateral Agent shall have no obligation to ascertain whether registration under the Federal Securities Laws is required, and shall incur no liability for any violation of the Federal Securities Laws in effecting any such sale) and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale.  Notwithstanding the foregoing, the Collateral Agent may not engage in sale or sales to “Aliens,” as defined in the Parent Borrower’s Second Restated Certificate of Incorporation, that could result in the applicable Subsidiary of the Parent Borrower losing its status as a United States citizen within the meaning of Section 2 of the Shipping Act of 1916, as amended.  Each Obligor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions.  In the event of any such sale, the Collateral Agent and the other Guaranteed Creditors shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached.  The rights of the Collateral Agent under this paragraph are subject to the Interim Order (and, once entered, the Final Order).
ARTICLE VII 
The Collateral Agent 
Section 7.01    Collateral Agent’s Appointment as Attorney-in-Fact, Etc.
(a)    Subject to the entry of the Interim Order (or the Final Order, as applicable), each Obligor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Obligor and in the name of such Obligor or in its own name, for the purposes of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments 


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which may be reasonably necessary or desirable to accomplish such purposes, and without limiting the generality of the foregoing, each Obligor hereby gives the Collateral Agent the power and right, on behalf of such Obligor, without notice to or assent by such Obligor, to do any or all of the following:
(i)    unless being disputed under Section 8.03 of the Credit Agreement, pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Loan Document and pay all or any part of the premiums therefor and the costs thereof;
(ii)     (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) in the name of such Obligor or its own name, or otherwise, take possession of and indorse and collect any check, note, acceptance or other instrument for the payment of moneys due with respect to any Collateral and commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (D) defend any suit, action or proceeding brought against such Obligor with respect to any Collateral; (E) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; and (F) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Obligor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Guaranteed Creditors’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Obligor might do.
Anything in this Section 7.01(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.01(a) unless an Event of Default shall have occurred and be continuing and it has received written direction from the Required Lenders and the exercise of any such rights shall be subject to the Interim Order (and, once entered, the Final Order).
(b)    If any Obligor fails to perform or comply with any of its agreements contained herein within the applicable grace periods and as a result of such failure an Event of Default shall have occurred and be continuing under the Credit Agreement, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c)    The fees and expenses (including legal fees and expenses) of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.01, together with interest thereon at a rate per annum equal to the Default Rate specified in Section 3.02(c) of the Credit Agreement, but in no event to exceed the Highest Lawful Rate, from the date of payment 


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by the Collateral Agent to the date reimbursed by the relevant Obligor, shall be payable by such Obligor to the Collateral Agent on demand.
(d)    Each Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue and in compliance hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Duty of Collateral Agent.  The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar Property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral.  Neither the Collateral Agent, any Guaranteed Creditor nor any of their Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Obligor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Collateral Agent and the Guaranteed Creditors hereunder are solely to protect the Collateral Agent’s and the Guaranteed Creditors’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Guaranteed Creditor to exercise any such powers.  The Collateral Agent and the Guaranteed Creditors shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their Related Parties shall be responsible to any Obligor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.  To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations (except any notice or demand that is expressly required under this Agreement or any other Loan Document), or to take any steps necessary to preserve any rights against any Obligor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters.  Each Obligor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any Guaranteed Creditor to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any Guaranteed Creditor now has or may hereafter have against any Obligor or other Person.
Filing of Financing Statements.  
(a)    Pursuant to the UCC and any other applicable law, each Obligor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Required Lenders reasonably determine appropriate to perfect the security interests of the Collateral Agent under this 


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Agreement.  A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Notwithstanding the foregoing, each Obligor acknowledges its obligation to file or record financing statements hereunder.
(b)    Notwithstanding anything contained herein to the contrary, in no event shall the Collateral Agent have any duty or responsibility in respect of any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or to any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation or perfection of the sufficiency or validity of any security interest in or related to the Collateral.
Authority of Collateral Agent.  Each Obligor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Guaranteed Creditors, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Obligors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Guaranteed Creditors with full and valid authority so to act or refrain from acting, and no Obligor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.
ARTICLE VIII 
Subordination of Indebtedness 
Subordination of All Obligor Claims.  As used herein, the term “Obligor Claims” shall mean all debts and obligations of any Borrower or any other Obligor to any Borrower or any Restricted Subsidiary of the Parent Borrower, whether such debts and obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by.  After and during the continuation of an Event of Default, no Obligor shall receive or collect, directly or indirectly, from any obligor in respect thereof any amount upon the Obligor Claims.
Claims in Bankruptcy.  The Collateral Agent on behalf of itself and the Guaranteed Creditors shall have the right to prove claims in any proceeding in the Cases, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims.  Subject to the Interim Order (and, once entered, the Final Order), each Obligor hereby assigns such dividends and payments to the Collateral Agent for the benefit of the Collateral Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement.  Should any Agent or Guaranteed Creditor receive, for application upon the 


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Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Collateral Agent and the Guaranteed Creditors to the extent that such payments to the Collateral Agent and the Lenders on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Collateral Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.
Payments Held in Trust.  In the event that notwithstanding Section 8.01 and Section 8.02, any Obligor should receive any funds, payments, claims or distributions which is prohibited by such Sections, then it agrees: (a) to hold in trust for the Collateral Agent and the Guaranteed Creditors an amount equal to the amount of all funds, payments, claims or distributions so received, and (b) that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions except to pay them promptly to the Collateral Agent, for the benefit of the Guaranteed Creditors; and each Obligor covenants promptly to pay the same to the Collateral Agent.
Liens Subordinate.  Each Obligor agrees that, until the Borrower Obligations are paid in full in cash and the termination of all of the Commitments, any Liens securing payment of the Obligor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Obligations, regardless of whether such encumbrances in favor of such Obligor, the Collateral Agent or any Guaranteed Creditor presently exist or are hereafter created or attach.  Without the prior written consent of the Collateral Agent, no Obligor, during the period in which any of the Borrower Obligations are outstanding or the Commitments are in effect, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Obligor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.
Notation of Records.  Upon the request of the Required Lenders, all promissory notes and all accounts receivable ledgers or other evidence of the Obligor Claims accepted by or held by any Obligor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement.
ARTICLE IX 
Miscellaneous 
Waiver.  No failure on the part of the Collateral Agent or any Guaranteed Creditor to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce such right, power, privilege or remedy under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege or remedy under this Agreement or any other Loan Document preclude or be construed as a waiver of any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.  The rights, powers, 


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privileges and remedies provided herein, under the other Loan Documents and under the Interim Order (or the Final Order, if applicable) are cumulative and not exclusive of any remedies provided by law or equity.
Notices.  All notices and other communications provided for herein shall be given in the manner and subject to the terms of Section 12.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.
Section 9.03    Orders
(a)    Notwithstanding anything herein to the contrary, the provisions of this Agreement are subject to the terms, covenants, conditions and provisions of the Orders.  In the event of any conflict between the terms of this Agreement and either the Orders or the Credit Agreement, the terms of the Orders or the Credit Agreement (as applicable) shall govern and control.
(b)    The security interest granted by and pursuant to this Agreement may be independently granted by the Orders and the Loan Documents. This Agreement, the Orders and such other Loan Documents supplement each other, and the grants, priorities, rights and remedies of Collateral Agent and Guaranteed Creditors hereunder and thereunder are cumulative.
(c)    The security interest hereunder shall be deemed valid, binding, continuing, enforceable and fully perfected Liens on the Collateral by entry of, and subject to, the Orders. Notwithstanding anything in this Agreement, Collateral Agent shall not be required to file any financing statements, notices of Lien or similar instruments in any jurisdiction or filing office or to take any other action in order to validate or perfect the Liens and security interests granted by or pursuant to this Agreement, the Orders or any other Loan Document.
(d)    The security interest, the priority of the security interest, and the other rights and remedies granted to the Collateral Agent pursuant to this Agreement, the Orders and the other Loan Documents (specifically including but not limited to the existence, validity, enforceability, extent, perfection and priority of the security interest) and the administrative superpriority provided herein and therein shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of debt by any Obligor (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by any dismissal or conversion of the Cases, or by any other act or omission whatsoever.
Section 9.04    Payment of Expenses, Indemnities, Etc.
(a)    Each Guarantor, jointly and severally, agrees to pay or reimburse each Guaranteed Creditor for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Collateral Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in ARTICLE II or otherwise enforcing or 


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preserving any rights under this Agreement and the other Guaranteed Documents to which such Guarantor is a party.
(b)    Each Guarantor, jointly and severally, agrees to pay, and to save the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
(c)    Each Guarantor, jointly and severally, agrees to pay, and to save the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent any Borrower would be required to do so pursuant to Section 12.03 of the Credit Agreement.
Amendments in Writing.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 12.02 of the Credit Agreement and the Interim Order (or the Final Order, as applicable).
Successors and Assigns.  The provisions of this Agreement shall (a) be binding upon the Obligors and their successors and assigns, including, without limitation, any trustee appointed under Section 1104 of the Bankruptcy Code, any trustee appointed upon conversion of any Case to a Case under Chapter 7 of the Bankruptcy Code, or any examiner with enlarged powers relating to the operation of the business of the Grantors under Section 1106(b) of the Bankruptcy Code, and (b) inure to the benefit of the Collateral Agent and the Guaranteed Creditors and their respective successors and assigns; provided that except as set forth in Section 12.04(a) of the Credit Agreement, no Obligor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent and the Lenders, and any such purported assignment, transfer or delegation shall be null and void.
Survival; Revival; Reinstatement.
(a)    All covenants, agreements, representations and warranties made by any Obligor herein and in the certificates or other instruments delivered pursuant to this Agreement or any other Loan Document to which it is a party shall be considered to have been relied upon by the Collateral Agent, the Lenders and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Collateral Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Section 9.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the resignation or removal of the Collateral 


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Agent, the repayment of the Loans, the termination of the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.
(b)    To the extent that any payments on the Guarantor Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Guarantor Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Collateral Agent’s and the Guaranteed Creditors’ Liens, security interests, rights, powers and remedies under this Agreement and each other Loan Document shall continue in full force and effect.  In such event, each Guaranteed Document shall be automatically reinstated and the Borrowers shall take such action as may be reasonably requested by the Collateral Agent and the Guaranteed Creditors to effect such reinstatement.
Counterparts; Integration; Effectiveness.
(a)    This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes. 
(b)    THIS AGREEMENT AND THE OTHER GUARANTEED DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
(c)    This Agreement shall become effective when it shall have been executed by the Collateral Agent and when the Collateral Agent shall have received and duly delivered counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their respective successors and assigns.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.
Severability.  Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Set-Off.  Subject to the Interim Order (and, once entered, the Final Order), if an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set-


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off and apply any obligations (of whatsoever kind) at any time owing by such Lender or Affiliate to or for the credit or the account of any Obligor against any of and all the obligations of such Obligor owed to such Lender now or hereafter existing under this Agreement or any other Guaranteed Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Guaranteed Document and although such obligations may be unmatured; provided, however, that in no event shall the Collateral Agent or any Lender be entitled to exercise any such right of set-off in the Investment Accounts in connection with and as against the Indebtedness.  The rights of each Lender under this Section 9.09 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.
Governing Law; Submission to Jurisdiction.
(a)    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
(b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY ASSUMPTION AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED THAT, SUBJECT TO PARAGRAPH (D) BELOW, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE (I) ANY AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT OR (II) ANY PARTY FROM BRINGING ANY LEGAL ACTION OR PROCEEDING IN ANY JURISDICTION FOR THE RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH LEGAL ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT 


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MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
(c)    EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR ADMINISTRATIVE AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.10.
(d)    NOTWITHSTANDING THE ABOVE, WITH RESPECT TO ANY ACTION OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT INVOLVING ANY OBLIGOR INCORPORATED UNDER THE LAWS OF MEXICO, EACH OF THE PARTIES HERETO (I) EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, (II) EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OTHER JURISDICTION TO WHICH IT MAY BE ENTITLED BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE, AND (III) EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECT TO THOSE COURTS ON THE GROUND OF VENUE OR FORUM NON CONVENIENS.
Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Acknowledgments.  Each Obligor hereby acknowledges that:
(a)    neither the Collateral Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this Agreement or any of the other Guaranteed Documents, and the relationship between the Obligors, on the one hand, and the Collateral Agent and Guaranteed Creditors, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


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(b)    no joint venture is created hereby or by the other Guaranteed Documents or otherwise exists by virtue of the transactions contemplated hereby among the Guaranteed Creditors or among the Obligors and the Guaranteed Creditors.
(c)    Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Guaranteed Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Guaranteed Documents; that it has in fact read this Agreement and the other Guaranteed Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Guaranteed Documents and has received the advice of its attorney in the negotiation, execution and delivery of this Agreement and the Guaranteed Documents; and that it recognizes that certain of the terms of this Agreement and the Guaranteed Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability.  EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE GUARANTEED DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”
Additional Obligors.  Each Guarantor that is required to become a party to this Agreement pursuant to Section 8.14 of the Credit Agreement and is not a signatory hereto shall become an Obligor for all purposes of this Agreement upon execution and delivery by such Guarantor of an Assumption Agreement substantially in the form of Annex I hereto (each, an “Assumption Agreement”) and shall thereafter have the same rights, benefits and obligations as an Obligor party hereto on the date hereof. The execution and delivery of any Assumption Agreement shall not require the consent of any Borrower or any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.
Releases.
(a)    Release Upon Payment in Full.  The grant of a security interest hereunder and all of rights, powers and remedies in connection herewith shall remain in full force and effect until the Collateral Agent has (i) retransferred and delivered all Collateral in its possession to the Obligors, and (ii) executed a written release or termination statement and reassigned to the Obligors without recourse or warranty any remaining Collateral and all rights conveyed hereby.  At such time as the Borrower Obligations shall have been paid in full in cash and the Commitments have been terminated, the Collateral Agent, at the written request and expense of the Borrowers, will promptly release, reassign and transfer the Collateral to the Obligors and declare this Agreement to be of no further force or effect, subject to the reinstatement provisions set forth herein.
(b)    Partial Releases.  If any of the Collateral shall be sold, transferred or otherwise disposed of by any Obligor in a transaction permitted by the Credit Agreement to a Person that is not, and is not required to be, an Obligor or if such Collateral becomes an Excluded Asset, then the Collateral Agent, at the written request and sole expense of such Obligor, shall promptly (but in 


30
    


    





any event within ten (10) Business Days of receipt by the Collateral Agent of a written notice from the Borrowers with respect to such disposition) execute and deliver to such Obligor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.  At the request and sole expense of the Borrowers, a Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement to a Person that is not, and is not required to be, an Obligor or if such Collateral becomes an Excluded Asset; provided that the Borrowers shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request of a Responsible Officer of the Borrowers for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrowers stating that such transaction and the corresponding release are is in compliance with the Credit Agreement and the other Guaranteed Documents and that all conditions precedent to such release have been satisfied.
(c)    Retention in Satisfaction.  Except as may be expressly applicable pursuant to Section 9-620 of the UCC, no action taken or omission to act by the Collateral Agent or the Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Collateral Agent and the Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) toward the Obligations in the full amount then outstanding.
Acceptance.  Each Obligor hereby expressly waives notice of acceptance of this Agreement, acceptance on the part of the Collateral Agent and the Guaranteed Creditors being conclusively presumed by their request for this Agreement and delivery of the same to the Collateral Agent.
Incorporation by Reference.  The parties to this Agreement acknowledge and agree that all of the rights, privileges, protections, immunities and powers, including, without limitation, the right to indemnification applicable to Wilmington Trust, National Association as Administrative Agent and Collateral Agent under the Credit Agreement are hereby incorporated by reference and shall be applicable to Wilmington Trust, National Association as Collateral Agent under this Agreement as if fully set forth herein.


 [Remainder of page intentionally left blank]


31
    


    








IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered to be effective as of the date first above written.
		
	PARENT BORROWER:
	HORNBECK OFFSHORE SERVICES, INC. 
 
 
By:    /s/ James O. Harp, Jr. 
Name:    James O. Harp, Jr. 
Title:    Executive Vice President and Chief 


Financial Officer


		
	CO-BORROWER:
	HORNBECK OFFSHORE SERVICES, LLC 
 
 
By:     /s/ James O. Harp, Jr. 
Name:    James O. Harp, Jr. 
Title:    Executive Vice President and Chief 


Financial Officer


[Signature Page – Superpriority Guaranty and Collateral Agreement]
 
    







IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered to be effective as of the date first above written.
		
	GUARANTORS:
	HORNBECK OFFSHORE TRANSPORTATION, LLC 



HOS-IV, LLC 

HORNBECK OFFSHORE TRINIDAD & TOBAGO, LLC 

HORNBECK OFFSHORE OPERATORS, LLC 
 
ENERGY SERVICES PUERTO RICO, LLC 

HORNBECK OFFSHORE INTERNATIONAL, LLC 

HOS PORT, LLC


HOS HOLDING, LLC


HOI HOLDING, LLC 
 
 
By:     /s/ James O. Harp, Jr. 
Name:    James O. Harp, Jr. 
Title:    Executive Vice President and Chief 
Financial Officer


[Signature Page – Superpriority Guaranty and Collateral Agreement]




    







IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered to be effective as of the date first above written.


HORNBECK OFFSHORE SERVICES DE MÉXICO S. DE R.L. DE C.V.


HOS DE MÉXICO, S. DE R.L. DE C.V.


HOS DE MÉXICO II, S. DE R.L. DE C.V.




By:     /s/ Samuel A. Giberga. 
Name:    Samuel A. Giberga 
Title:    Vice President 
        




[Signature Page – Superpriority Guaranty and Collateral Agreement]




    







IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered to be effective as of the date first above written.


HORNBECK OFFSHORE NAVEGACAO, LTDA.




By: /s/ Robert Thomas Gang 
Name:    Robert Thomas Gang 
Title: Administrator






[Signature Page – Superpriority Guaranty and Collateral Agreement]




    







IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered to be effective as of the date first above written.
		
	COLLATERAL AGENT:
	WILMINGTON TRUST, NATIONAL ASSOCIATION 
 
 
By:    /s/ Nicole Kroll 
Name:    Nicole Kroll     
Title:    Assistant Vice President     








[Signature Page – Superpriority Guaranty and Collateral Agreement]




    








Annex I
Assumption Agreement 
ASSUMPTION AGREEMENT, dated as of [          ], 20[  ], made by [            ], a [          ] (the “Additional Obligor”), in favor of Wilmington Trust, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the financial institutions (the “Lenders”) that are or may become parties to the Credit Agreement referred to below.  All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
W I T N E S E T H:
WHEREAS, Hornbeck Offshore Services, Inc., a Delaware corporation (the “Parent Borrower”), Hornbeck Offshore Services, LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Parent Borrower, collectively, the “Borrowers”), the Collateral Agent and the Lenders have entered into a Superpriority Debtor-In-Possession Term Loan Agreement, dated as of May 22, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, the Borrowers and certain of their Affiliates (other than the Additional Obligor) have entered into the Superpriority Guaranty and Collateral Agreement, dated as of May 22, 2020 (as amended, supplemented or otherwise modified from time to time, the “Guaranty and Collateral Agreement”) in favor of the Collateral Agent for the benefit of the Guaranteed Creditors;
WHEREAS, the Credit Agreement requires the Additional Obligor to become a party to the Guaranty and Collateral Agreement; and 
WHEREAS, the Additional Obligor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty and Collateral Agreement;
NOW, THEREFORE, IT IS AGREED: 
1.     Guaranty and Collateral Agreement.  By executing and delivering this Assumption Agreement, the Additional Obligor, as provided in Section 9.13 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as an Obligor thereunder with the same force and effect as if originally named therein as an Obligor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of an Obligor thereunder (including the guarantee of the “Guaranteed Obligations” as defined in the Guaranty and Collateral Agreement) and expressly grants to the Collateral Agent for the ratable benefit of the Guaranteed Creditors, a security interest in all Collateral now owned or at any time hereafter acquired by such Additional Obligor as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the “Obligations” as defined in the Guaranty and Collateral Agreement.  Each reference to a “Obligor” in the Guaranty and Collateral Agreement shall be deemed to include the Additional 




    





Obligor. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 5 to the Guaranty and Collateral Agreement.  The Additional Obligor hereby represents and warrants that, as they relate to the Additional Obligor, each of the representations and warranties contained in Article IV of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2.    Governing Law.  THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
3.    Loan Document.  This Assumption Agreement shall constitute a Loan Document.
4.    Binding Effect.  Except as expressly supplemented hereby, the Guaranty and Collateral Agreement as in effect immediately prior to the effectiveness of this Assumption Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[ADDITIONAL OBLIGOR]






By: ____________________________________
Name:
Title:








    











    













    








Schedule 1 
NOTICE ADDRESSES OF OBLIGORS
All notices and other communications to be delivered to any Borrower or to any Obligor shall be delivered to them:
c/o Hornbeck Offshore Services, Inc.
Attn: James O. Harp, Jr., Executive Vice President and Chief Financial Officer 
103 Northpark Boulevard, Suite 300 
Covington, Louisiana 70433 
Fax: (985) 727-2006
Email: james.harp@hornbeckoffshore.com 


Schedule 1 - 1


    








Schedule 2 
FILINGS AND OTHER ACTIONS 
REQUIRED TO PERFECT SECURITY INTERESTS
Filing of UCC-1 Financing Statements with respect to the Collateral with the Secretary of State of the State of Delaware or Office of the Recorder of Deeds of the District of Columbia, as applicable.  
Without limiting the generality of the foregoing, with respect to registrations and applications for registration of United States patents, trademarks and copyrights, filings with the United States Patent and Trademark Office and United States Copyright Office, as applicable.
Without limiting the generality of the foregoing, in the case of any Vessel, which is not an Excluded Asset, that is not or will not be documented under the U.S. flag with the U.S. Coast Guard or registered under a foreign flag with a foreign Governmental Authority and that is covered by a certificate of title, within thirty (30) days after the execution of this Agreement or of acquiring any such Vessel, as such period may be extended by the Required Lenders in their reasonable discretion,  registration and/or notation on the certificate of title of any such Vessel of the security interest therein in favor of the Collateral Agent.






Schedule 2 - 1
    








Schedule 3
LOCATION OF JURISDICTION OF ORGANIZATION 
AND CHIEF EXECUTIVE OFFICE


	
		
	Borrowers
	 

	Legal name:
	Hornbeck Offshore Services, Inc.

	Jurisdiction of organization:
	Delaware

	Organization number:
	2757751

	Taxpayer identification number:
	72-1375844

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	Hornbeck Offshore Services, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	2603868

	Taxpayer identification number:
	76-0497638

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Guarantors
	 

	Legal name:
	HOS‐IV, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	3664519

	Taxpayer identification number:
	72-1375844

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	Hornbeck Offshore Trinidad & Tobago, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	3756721

	Taxpayer identification number:
	72-1375844

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	Hornbeck Offshore Operators, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	2757747

	Taxpayer identification number:
	72-1375845






Schedule 3 - 1


    





	
		
	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	Hornbeck Offshore International, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	3920301

	Taxpayer identification number:
	46-4191332

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	HOS Port, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	4077391

	Taxpayer identification number:
	72-1375844

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	Energy Services Puerto Rico, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	3469783

	Taxpayer identification number:
	72-1437129

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	Hornbeck Offshore Transportation, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	3469782

	Taxpayer identification number:
	72-1053262

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	HOS Holding, LLC

	Jurisdiction of organization:
	Delaware

	Organization number:
	6671628

	Taxpayer identification number:
	83-1311429

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	HOI Holding, LLC






Schedule 3 - 2


    





	
		
	Jurisdiction of organization:
	Delaware

	Organization number:
	6671625

	Taxpayer identification number:
	83-1317522

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	Hornbeck Offshore Services de México S. de R.L. de C.V.

	Jurisdiction of organization:
	Mexico

	Organization number:
	389382

	Taxpayer identification number:
	98-0614449

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	Hornbeck Offshore Navegacao, Ltda.

	Jurisdiction of organization:
	Brazil

	Organization number:
	11.022.104/0001-13

	Taxpayer identification number:
	98-1013337

	Chief Executive Office:
	Avenida Paisagista Jose Silva de Azevadi Neto no. 200, Bloco 6, salas 313, 314, 315, 316 and 317, Barra da Tijuca, Rio de Janeiro, RJ CEP 22.775-056

	 
	 

	Legal name:
	HOS de México, S. de R.L. de C.V.

	Jurisdiction of organization:
	Mexico

	Organization number:
	5250481

	Taxpayer identification number:
	98-1177584

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433

	 
	 

	Legal name:
	HOS de México II, S. de R.L. de C.V.

	Jurisdiction of organization:
	Mexico

	Organization number:
	N2018024136

	Taxpayer identification number:
	98-1406508

	Chief Executive Office:
	103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433








Schedule 3 - 3


    





Each Obligor hereby represents that it has not used a different name or trade name or changed its corporate structure (e.g. by merger, consolidation, change in corporate form, change in jurisdiction of organization or otherwise) in the last five years.
Other than with respect to the creation and continued funding of various newly formed subsidiaries, the Borrowers have not acquired the equity interests of another entity or substantially all the assets of another entity within the past five years.
The current chief executive office or sole place of business of the Borrowers, as set forth herein, has been the location of its respective chief executive office or sole place of business during the last five years.




Schedule 3 - 4


    








Schedule 4
EFFECTIVE DATE DEPOSIT ACCOUNTS


	
			
	Institution
	Account Number
	Pledgor/Account Owner

	Capital One, National Association
	812519034
	Hornbeck Offshore
Services, LLC

	Capital One, National Association
	812519344
	Hornbeck Offshore
Operators, LLC

	Capital One, National Association
	2080524342
	HOS Port, LLC

	Capital One, National Association
	2081726224
	Hornbeck Offshore Services de México S. de R.L. de C.V.

	Capital One, National Association
	2081726216
	Hornbeck Offshore Operators de Mexico, S. de R.L. de C.V.

	Capital One, National Association
	2082364350
	HOS de Mexico, S. de R.L. de C.V.

	Capital One, National Association
	2082771934
	HOS de Mexico II, S. de R.L. de C.V.

	Capital One, National Association
	2081752373
	Hornbeck Offshore Operators, LLC

	Capital One, National Association
	2082627904
	Hornbeck Offshore Services, LLC








Schedule 4 - 1


    








Schedule 5 
PLEDGED COLLATERAL


	
			
	Issuer
	Holder/Obligor
	% of Outstanding Interest

	Hornbeck Offshore Services, LLC
	Hornbeck Offshore Services, Inc.
	100%

	Hornbeck Offshore Transportation, LLC
	Hornbeck Offshore Services, Inc.
	100%

	Energy Services Puerto Rico, LLC
	Hornbeck Offshore Services, Inc.
	100%

	Hornbeck Offshore Trinidad & Tobago, LLC
	Hornbeck Offshore Services, Inc.
	100%

	HOS Port, LLC
	Hornbeck Offshore Services, Inc.
	100%

	Hornbeck Offshore Operators, LLC
	Hornbeck Offshore Services, Inc.
	100%

	HOS International, Inc.
	Hornbeck Offshore Services, Inc.
	100%

	Hornbeck Offshore Specialty Services, LLC
	Hornbeck Offshore Services, Inc.
	100%

	HOS-IV, LLC
	Hornbeck Offshore Services, Inc.
	100%

	HOS Port II, LLC
	Hornbeck Offshore Services, Inc.
	100%

	Hornbeck Offshore Rigging Services & Equipment, LLC
	Hornbeck Offshore Services, Inc.
	100%

	Hornbeck Offshore International, LLC
	Hornbeck Offshore Services, Inc.
	100%

	KMS 124, LLC
	Hornbeck Offshore Services, Inc.
	100%

	HOS WELLMAX Services, LLC
	Hornbeck Offshore Services, Inc.
	100%

	Hornbeck Offshore (Trinidad & Tobago), Ltd.
	Hornbeck Offshore Services, Inc.
	49%

	HOS Holding, LLC
	Hornbeck Offshore Services, LLC
	100%

	Hornbeck Offshore Services de México
	Hornbeck Offshore Services, LLC
	49%

	Hornbeck Offshore Operators de México S. de R.L. de C.V.
	Hornbeck Offshore Services, LLC
	99%

	Hornbeck Offshore Operators de México S. de R.L. de C.V.
	Hornbeck Offshore International, LLC
	1%

	HOS Leasing de México, S.A. de C.V. SOFOM E.N.R.
	Hornbeck Offshore Services, LLC
	99%

	HOS Leasing de México, S.A. de C.V. SOFOM E.N.R.
	Hornbeck Offshore International, LLC
	1%

	T.N. Percheron, S. de R.L. de C.V.
	Hornbeck Offshore International, LLC
	99%

	T.N. Percheron, S. de R.L. de C.V.
	Hornbeck Offshore Services, LLC
	1%

	Hornbeck Offshore Navegacao, Ltda.
	Hornbeck Offshore International, LLC
	99.9%

	Hornbeck Offshore Navegacao, Ltda.
	Hornbeck Offshore Services, LLC
	0.1%






Schedule 5 - 1
    





	
			
	HON Navegacao II, Ltda.
	Hornbeck Offshore International, LLC
	99.9%

	HON Navegacao II, Ltda.
	Hornbeck Offshore Services, LLC
	0.1%

	HOI Holding, LLC
	Hornbeck Offshore International, LLC
	100%

	Hornbeck Offshore Cayman, Ltd.
	Hornbeck Offshore International, LLC
	100%

	HOS de México, S. de R.L. de C.V.
	Hornbeck Offshore International, LLC
	99%

	HOS de México II, S. de R.L. de C.V.
	HOI Holding, LLC
	99%

	HOS de México II, S. de R.L. de C.V.
	HOS Holding, LLC
	1%

	HOS de México III, S. de R.L. de C.V.
	HOI Holding, LLC
	99%

	HOS de México III, S. de R.L. de C.V.
	HOS Holding, LLC
	1%










Schedule 5 - 2


    








Schedule 6
INTELLECTUAL PROPERTY


Patents, Patent Applications and Patent Licenses
None.
Copyrights, Copyright Applications and Copyright Licenses
None.
Trademarks, Trademark Applications and Trademark Licenses
Owned Trademarks: 
	
				
	Country
	Mark
	Reg. No.
	Reg. Date

	U.S.
	COMPANY OF CHOICE
	4291171
	02/19/2013

	U.S.
	SERVICE WITH ENERGY
	4213320
	09/25/2012






Licensed Trademarks:  


Schedule 6 - 1
    





	
				
	Country
	Mark
	Reg. No.
	Reg. Date

	U.S.
	HORNBECK OFFSHORE
	2757850
	09/02/2003

	U.S.
	HORNBECK OFFSHORE SERVICES
	2754828
	08/26/2003

	U.S.
	HOS
	2622910
	09/24/2002

	U.S.
	Horse Head Design Logo
	2575178
	06/04/2002

	U.S.
	HOS & Design
	2622908
	09/24/2002

	U.S.
	H O S Design Logo
	2754829
	08/26/2003

	Trinidad & Tobago
	HORNBECK
	34290
	08/05/2004

	Trinidad & Tobago
	HORNBECK OFFSHORE
	34289
	07/20/2005

	Trinidad & Tobago
	HORNBECK OFFSHORE SERVICES
	34291
	06/30/2005

	Trinidad & Tobago
	HOS & Device
	34287
	03/31/2005

	Trinidad & Tobago
	HOS HORNBECK OFFSHORE SERVICES & Design
	34288
	08/11/2005

	Trinidad & Tobago
	HOS HORNBECK OFFSHORE & Design
	34292
	03/14/2006

	Mexico
	HORNBECK OFFSHORE SERVICES
	1098272
	10/01/2008

	Mexico
	HOS & Design (circle)
	1105451
	10/01/2008

	Mexico
	HORNBECK OFFSHORE
	1107003
	10/01/2008

	Mexico
	HOS & Design (no circle)
	1105453
	10/01/2008

	Mexico
	Horse Head Design
	1105450
	10/01/2008

	Mexico
	HOS & Design
	1103641
	10/01/2008

	Mexico
	HOS Logo
	1105452
	10/01/2008










Schedule 6 - 2


    








Schedule 7 
NON-OFFSHORE VESSELS
	
			
	Vessel
	Description
	Owner

	Momma's Mad
	2012 Everglades 350CC
	Hornbeck Offshore Operators, LLC

	Momma's Mad II
	2011 Sea Hunt
	Hornbeck Offshore Operators, LLC

	SeaDoo
	2018 SeaDoo L718
	Hornbeck Offshore Operators, LLC








Schedule 7 - 1