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ISSUER:
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HORNBECK OFFSHORE SERVICES, INC.
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By:
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/s/ Todd M. Hornbeck | |
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Name:
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Todd M. Hornbeck
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Title:
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President and Chief Executive Officer
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WARRANT AGENT:
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COMPUTERSHARE INC. AND
COMPUTERSHARE TRUST COMPANY,
N.A., |
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By:
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/s/ Thomas Borbely | |
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Name:
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Thomas Borbely
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Title:
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Senior Manager, Corporate Actions
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| CONSENTING HOLDER: | |||
| Ares Credit Strategies Insurance Dedicated Fund Series Interests of the SALI Multi-Series Fund, L.P. | |||
| By: Ares Management LLC, its investment manager | |||
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By:
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/s/ Greg Margolies | ||
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Name:
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Greg Margolies
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| ASOF Holdings I, L.P. | |||
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By: ASOF Investment Management LLC, its manager
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| ASOF HOS AIV, 1 L.P. | |||
| By: ASOF Investment Management LLC, its manager | |||
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
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ASOF HOS AIV 2, L.P.
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By: ASOF Investment Management LLC, its manager
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
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ASOF II HOLDINGS I, L.P.
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By: ASOF Investment Management LLC, its manager
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| ASOF II A (DE) HOLDINGS I, L.P. | |||
| By: ASOF Investment Management LLC, its manager | |||
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| ASSF IV AIV B Holdings III, L.P. | |||
| By: ASSF Operating Manager IV, L.P., its manager | |||
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| ASSF IV AIV B, L.P. | |||
| By: ASSF Operating Manager IV, L.P., its manager | |||
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| ASSF IV HOS AIV 1, L.P. | |||
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By: ASSF Operating Manager IV, L.P., its manager
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
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ASSF IV HOS AIV 2, L.P.
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By: ASSF Operating Manager IV, L.P., its manager
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By:
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/s/ Aaron Rosen | ||
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Name:
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Aaron Rosen
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
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SA Real Assets 19 Limited
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By: Ares Management LLC, its manager
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By:
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/s/ Greg Margolies | ||
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Name:
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Greg Margolies
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| BofA Securities, Inc. executes this Agreement and signature page solely on behalf of its U.S. Special Situations – Distressed Group (“SSG”) and its managed positions. This signature in no way binds any other line of business, division, group, activities or positions at BofA Securities, Inc. or any of its affiliates or subsidiaries. In the event the terms of this signature are not accepted, the signature shall be deemed null and void ab initio. | |||
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By:
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/s/ Kevin Mulholland | ||
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Name:
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Kevin Mulholland
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Title:
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Managing Director
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| CONSENTING HOLDER: | |||
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Citigroup Financial Products Inc.
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By:
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/s/ David Quinn | ||
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Name:
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David Quinn
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| Citigroup Global Markets Inc. | |||
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By:
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/s/ David Quinn | ||
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Name:
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David Quinn
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| Athilon Capital Corp. LLC | |||
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By:
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/s/ Joseph McElroy | ||
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Name:
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Joseph McElroy
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
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Merced Partners Limited Partnership
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By:
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/s/ Joseph McElroy | ||
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Name:
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Joseph McElroy
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Title:
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Authorized Signatory
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| CONSENTING HOLDER: | |||
| Merced Partners V, L.P. | |||
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By:
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/s/ Joseph McElroy | ||
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Name:
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Joseph McElroy
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Title:
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Authorized Signatory
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Morgan Stanley & Co., LLC
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By:
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/s/ Brian McGowan | ||
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Name:
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Brian McGowan
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Title:
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Managing Director
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| CONSENTING HOLDER: | |||
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SOLA LTD
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| By: Solus Alternative Asset Management LP, its Investment Advisor | |||
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By:
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/s/ Christopher Pucillo | ||
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Name:
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Christopher Pucillo
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Title:
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Chief Executive Officer
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| CONSENTING HOLDER: | |||
| SOLUS OPPORTUNITIES FUND 5 LP | |||
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By: Solus Alternative Asset Management LP, its Investment Advisor
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By:
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/s/ Christopher Pucillo | ||
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Name:
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Christopher Pucillo
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Title:
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Chief Executive Officer
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| CONSENTING HOLDER: | |||
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SOLUS OPPORTUNITIES FUND 4 LP
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By: Solus Alternative Asset Management LP, its Investment Advisor
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By:
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/s/ Christopher Pucillo | ||
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Name:
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Christopher Pucillo
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Title:
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Chief Executive Officer
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| CONSENTING HOLDER: | |||
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SOLUS LONG-TERM OPPORTUNITIES FUND MASTER LP
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By: Solus Alternative Asset Management LP, its Investment Advisor
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By:
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/s/ Christopher Pucillo | ||
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Name:
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Christopher Pucillo
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Title:
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Chief Executive Officer
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| CONSENTING HOLDER: | |||
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ULTRA NB LLC
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By: Solus Alternative Asset Management LP, its Investment Advisor
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By:
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/s/ Christopher Pucillo | ||
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Name:
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Christopher Pucillo
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Title:
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Chief Executive Officer
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| CONSENTING HOLDER: | |||
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PANDORA SELECT PARTNERS LP
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| By: Whitebox Advisors LLC its investment manager | |||
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By:
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/s/ Andrew Thau | ||
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Name:
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Andrew Thau
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Title:
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Managing Director
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| CONSENTING HOLDER: | |||
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WHITEBOX CAJA BLANCA FUND LP
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By: Whitebox Advisors LLC its investment manager
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By:
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/s/ Andrew Thau | ||
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Name:
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Andrew Thau
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Title:
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Managing Director
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| CONSENTING HOLDER: | |||
| WHITEBOX CREDIT PARTNERS LP | |||
| By: Whitebox Advisors LLC its investment manager | |||
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By:
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/s/ Andrew Thau | ||
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Name:
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Andrew Thau
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Title:
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Managing Director
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| CONSENTING HOLDER: | |||
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WHITEBOX GT FUND LP
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| By: Whitebox Advisors LLC its investment manager | |||
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By:
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/s/ Andrew Thau | ||
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Name:
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Andrew Thau
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Title:
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Managing Director
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| CONSENTING HOLDER: | |||
| WHITEBOX MULTI-STRATEGY PARTNERS LP | |||
| By: Whitebox Advisors LLC its investment manager | |||
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By:
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/s/ Andrew Thau | ||
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Name:
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Andrew Thau
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Title:
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Managing Director
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| CONSENTING HOLDER: | |||
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WHITEBOX RELATIVE VALUE PARTNERS LP
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| By: Whitebox Advisors LLC its investment manager | |||
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By:
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/s/ Andrew Thau | ||
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Name:
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Andrew Thau
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Title:
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Managing Director
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| CONSENTING HOLDER: | |||
| WHITEBOX ASYMMETRIC PARTNERS LP | |||
| By: Whitebox Advisors LLC its investment manager | |||
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By:
|
/s/ Andrew Thau | |
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Name:
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Andrew Thau
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Title:
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Managing Director
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| (a) |
the Creditor Warrant Agreement may be amended if Holders of at least seventy-five percent (75%) of the Creditor Warrants, inclusive of the Ares and Whitebox Holders, provide written consent to the Warrant
Agent of such amendment;
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| (b) |
the Issuer and the Consenting Holders have executed Amendment No. 2 to the Creditor Warrant Agreement (the “Amendment”);
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| (c) |
the Consenting Holders constitute, collectively, in excess of seventy-five percent (75%) of all Holders, inclusive of the Ares and Whitebox Holders; and
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| (d) |
the Amendment complies with the terms of Section 16 of the Creditor Warrant Agreement.
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HORNBECK OFFSHORE SERVICES, INC.
|
||
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By:
|
/s/ James O. Harp, Jr. | |
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Name: James O. Harp, Jr.
|
||
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Title: Executive Vice President and Chief Financial Officer
|
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