Exhibit 1.2
7,500,000
HERCULES OFFSHORE,
INC.
COMMON STOCK
FIRST AMENDMENT TO
UNDERWRITING AGREEMENT
November 29, 2006
C REDIT S UISSE S ECURITIES (USA) LLC
As Representative of the Several
Underwriters,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
Reference is made to that certain
Underwriting Agreement, dated November 13, 2006 (the “
Underwriting Agreement ”), by and among the
stockholders listed in Schedule A thereto (the “ Selling
Stockholders ”), Hercules Offshore, Inc., a Delaware
corporation (the “ Company ”), and you, as
representative of the several underwriters named in Schedule B
thereto (the “ Underwriter s”), pursuant to
which the Selling Stockholders agreed to sell to the Underwriters
an aggregate of 7,500,000 outstanding shares of common stock, par
value $0.01 per share, of the Company (the “
Securities ”) and granted to the Underwriters an
option to purchase an aggregate of not more than 1,125,000
additional outstanding shares of the Securities (such 1,125,000
additional shares being hereinafter referred to as the “
Optional Securities ”). The Selling Stockholders, the
Company and the Underwriters wish to amend the Underwriting
Agreement as set forth herein (this “ Amendment
”). Capitalized terms used and not defined in this Amendment
shall have the respective meanings ascribed to them in the
Underwriting Agreement.
The parties to this Amendment hereby
agree that the second sentence of the third paragraph of
Section 3 of the Underwriting Agreement shall be deleted in
its entirety and replaced with the following:
“Each Selling Stockholder
agrees, severally and not jointly, to sell to the Underwriters the
respective numbers of Optional Securities obtained by multiplying
the number of Optional Securities specified in such notice by
a
