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EXHIBIT 3.9
[STAMP]
CERTIFICATE OF INCORPORATION
OF
HORNBECK OFFSHORE SERVICES, INC.
ARTICLE I
The name of the corporation is HORNBECK OFFSHORE SERVICES, INC.
ARTICLE II
The registered office of the corporation in the State of Delaware is
located at 1209 Orange Street in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.
ARTICLE III
The corporation is to have perpetual existence.
ARTICLE IV
The purpose for which the corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE V
The total number of shares of stock which the corporation will have
authority to issue is 1,000 shares of common stock par value $0.10 per share.
ARTICLE VI
The Corporation shall indemnify, to the full extent permitted by
Section 145 of the General Corporation Law of Delaware, as amended from time to
time, all persons whom it may indemnify pursuant thereto. No director shall be
personally liable to the Corporation or any stockholder for monetary damages for
breach of fiduciary duty as a director, except for any matter in respect of
which such director shall be liable under Section 174 of Title 8 of the General
Corporation Law of Delaware or any amendment thereto or successor
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provision thereto or shall be liable by reason that, in addition to any and all
other requirements for such liability, such director (i) shall have breached his
or her duty of loyalty to the Corporation or its stockholders, (ii) shall not
have acted in good faith or, in failing to act, shall not have acted in good
faith, (iii) shall have acted in a manner involving intentional misconduct or a
knowing violation of law, or in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law or (iv) shall
have derived an improper personal benefit. Neither the amendment nor repeal of
this Article VI nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article VI, shall eliminate or reduce the
effect of this Article VI in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Article VI, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VII
The board of directors is expressly authorized to make alter, or repeal
the by-laws of the corporation or to adopt new by-laws.
ARTICLE VIII
The name and address of the person who is to serve as director until
the first annual meeting of stockholders and until his successor is elected and
qualify is:
<Table>
<Caption>
Name Address
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Larry D. Hornbeck P. O. Box 191
Port Bolivar, Texas 77650
</Table>
ARTICLE IX
The name and mailing address of the incorporator is R. Clyde Parker,
Jr., 1001 Fannin Street, Suite 1200, Houston, Texas 77002. The powers of the
incorporator are to terminate upon the filing of this Certificate of
Incorporation.
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of Delaware, does make this Certificate, hereby
declaring and certifying that this is his act and deed and the facts herein
stated are true, and accordingly does hereunto set his hand this 18th day of
March, 1996.
/s/ R. CLYDE PARKER, JR.
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R. CLYDE PARKER, JR.
Incorporator