EXHIBIT 3.16

LIMITED LIABILITY COMPANY AGREEMENT

LEEVAC MARINE, LLC

December 17, 2001

TABLE OF CONTENTS

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Page
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ARTICLE I DEFINITIONS........................................................................2
Section 1.1. Terms Defined..........................................................2
Section 1.2. Number and Gender......................................................3
ARTICLE II GENERAL...........................................................................3
Section 2.1. Name...................................................................3
Section 2.2. Principal Place of Business; Registered Office; Registered Agent.......3
Section 2.3. Term...................................................................4
Section 2.4. Taxation as a Disregarded Entity.......................................4
Section 2.5. Purpose of the Company.................................................4
ARTICLE III CAPITAL CONTRIBUTIONS; LOANS; MEMBERSHIP INTERESTS...............................4
Section 3.1. Initial Capital Contributions..........................................4
Section 3.2. Additional Capital Contributions, Loans and Guaranties.................4
Section 3.3. Member Loans...........................................................4
Section 3.4. Other Matters Relating to Capital Contributions........................4
Section 3.5. Membership Interests...................................................5
ARTICLE IV MANAGEMENT BY MANAGERS............................................................5
Section 4.1. Management of the Company..............................................5
Section 4.2. Number.................................................................6
Section 4.3. Qualifications, Election and Term......................................6
Section 4.4. Regular Meetings.......................................................6
Section 4.5. Special Meetings.......................................................6
Section 4.6. Quorum; Majority Vote..................................................7
Section 4.7. Officers...............................................................7
ARTICLE V MEETINGS OF MEMBERS................................................................9
Section 5.1. Meetings...............................................................9
Section 5.2. Place of Meetings......................................................9
Section 5.3. Quorum.................................................................9
Section 5.4. Voting by Members......................................................9
Section 5.5. Voting Procedure.......................................................9
Section 5.6. Action Without Meeting; Telephone Meetings.............................9
ARTICLE VI LIMITATION OF LIABILITY..........................................................10
Section 6.1. Limitation of Liability; Indemnification..............................10
ARTICLE VII DISTRIBUTIONS...................................................................10
Section 7.1. Distributions of Cash Flow............................................10
Section 7.2. Limitations on Distributions..........................................10
Section 7.3. Distributions Upon Liquidation of Company.............................10
Section 7.4. Payment of Costs and Expenses.........................................11
ARTICLE VIII FISCAL MATTERS.................................................................11
Section 8.1. Books and Records.....................................................11
Section 8.2. Tax Returns...........................................................11
Section 8.3. Bank Accounts.........................................................11
Section 8.4. Tax Elections.........................................................11
ARTICLE IX TRANSFERS AND ADMISSION OF NEW MEMBERS...........................................12
Section 9.1. Restriction on Transfers and Admission of New Members.................12
Section 9.2. Assumption by Transferee..............................................12
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TABLE OF CONTENTS
(Continued)

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Section 9.3. Assumption by New Members.............................................12
Section 9.4. Cost of Transfers.....................................................12
Section 9.5. Effect of Attempted Disposition in Violation of this Agreement........12
ARTICLE X RETIREMENT OR RESIGNATION OF MEMBER...............................................12
Section 10.1. Withdrawal...........................................................12
Section 10.2. Distributions on Withdrawal..........................................13
ARTICLE XI EXPULSION........................................................................13
Section 11.1. Expulsion............................................................13
Section 11.2. Distributions on Expulsion...........................................13
ARTICLE XII DISSOLUTION.....................................................................13
Section 12.1. Dissolution..........................................................13
ARTICLE XIII MISCELLANEOUS..................................................................13
Section 13.1. Amendments...........................................................13
Section 13.2. Integration..........................................................13
Section 13.3. Other Activities.....................................................13
Section 13.4. Partition............................................................14
Section 13.5. Notices..............................................................14
Section 13.6. Provisions Severable.................................................14
Section 13.7. Headings.............................................................14
Section 13.8. Third Party Beneficiaries............................................14
ARTICLE XIV CERTIFICATE BY MEMBERS..........................................................14
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LIMITED LIABILITY COMPANY AGREEMENT

LEEVAC MARINE, LLC

This Limited Liability Company Agreement of LEEVAC Marine, LLC is
adopted as of the date set forth below by HORNBECK-LEEVAC Marine Services, Inc.,
a Delaware corporation, the sole member of LEEVAC Marine, LLC, a Delaware
limited liability company, as follows:

ARTICLE I

DEFINITIONS

Section 1.1. TERMS DEFINED. When used in this Agreement, the following
terms shall have the meanings set forth below:

"Act" shall mean the Delaware Limited Liability Company Act, as amended
from time to time.

"Affiliate" shall mean a Person (i) which is directly or indirectly,
through one or more intermediaries, controlling, controlled by, or under common
control with the Person in question, or (ii) in which the Person in question is
a manager, officer, director or has a financial interest. The term "control," as
used in the immediately preceding sentence, means, with respect to an entity
that is a corporation, the right to exercise, directly or indirectly, more than
50% of the voting rights attributable to the shares of such corporation and,
with respect to a Person that is not a corporation, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person.

"Agreement" shall mean this Limited Liability Company Agreement as
amended from time to time.

"Capital Contribution" shall mean cash and the fair market value of any
property other than cash (net of liabilities which the Company assumes or takes
the property subject to) that is contributed to the capital of the Company by a
Member.

"Cash Flow" shall mean, for the period in question, the amount by which
the aggregate cash receipts of the Company from any source (including loans)
exceed the sum of the cash expenditures of the Company plus a cash reserve in
the amount determined by a Majority in Membership Interests to be sufficient to
meet the working capital requirements of the Company.

"Certificate" shall mean the Certificate of Formation filed on behalf
of the Company with the Secretary of State of the State of Delaware in
accordance with all applicable statutes.

"Company" shall mean Leevac Marine, LLC, the limited liability company
created pursuant to the Certificate and governed by this Agreement.

"Initial Member" shall mean HORNBECK-LEEVAC Marine Services, Inc.

"Majority in Membership Interests" shall mean, at a properly called
meeting at which a quorum of Members entitled to vote is present, Members owning
more than 50% of the Membership Interests entitled to vote present at such
meeting.

"Managers" shall mean those persons appointed as such pursuant to
Article IV to manage and control the business affairs of the Company.

"Members" shall mean HORNBECK-LEEVAC Marine Services, Inc., any
transferees of Membership Interests pursuant to Section 9.1(b) and any new
Members admitted to the Company pursuant to Section 9.1(c).

"Membership Interest" shall mean a Member's percentage interest in the
voting rights and distributions of the Company as described in Section 3.5 and
as may be affected by the provisions hereunder.

"Officer" shall mean an individual appointed by a Majority in
Membership Interests pursuant to Section 4.7.

"Person" shall mean an individual, partnership, joint venture,
corporation, trust, limited liability company, estate or other entity or
organization.

"Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding and any inquiry
or investigation that could lead to such an action, suit or proceeding.

"Section" shall mean any section or subsection in this Agreement.

"Transfers" shall mean the sale, transfer, conveyance, assignment,
pledge, hypothecation, mortgage or other encumbrance or disposition of all or
any part of a Membership Interest.

Section 1.2. NUMBER AND GENDER. Whenever the context requires, references in
this Agreement to the singular number shall include the plural, and the plural
number shall include the singular, and words denoting gender shall include the
masculine, feminine and neuter.

ARTICLE II

GENERAL

Section 2.1. NAME. The business of the Company shall be conducted under
the name of the Company.

Section 2.2. PRINCIPAL PLACE OF BUSINESS; REGISTERED OFFICE; REGISTERED
AGENT. The principal place of business of the Company shall be at such place as
determined by the Managers from time to time. The registered office of the
Company shall be at 1209 Orange Street, Wilmington, Delaware. The registered
agent shall be The Corporation Trust Company.

Section 2.3. TERM. The Company shall continue until terminated pursuant
to Section 12.1.

Section 2.4. TAXATION AS A DISREGARDED ENTITY. Solely for federal
income tax purposes, the Company shall be disregarded as an entity separate from
its Member as long as the Company has a single Member. If necessary, the Member
or appropriate officer is authorized and directed to make an election to that
effect on behalf of the Company in accordance with the Code and regulations
promulgated thereunder. In the event that the Company has more than one Member,
due to the admission of additional Members or a transfer of the Initial Member's
Membership Interest pursuant to Article VIII, and can no longer be classified as
a disregarded entity for federal income tax purposes, the Company's new
classification for federal income tax purposes shall be determined by the
Majority in Membership Interests and the Members shall take any and all
necessary and appropriate actions to effect such classification.

Section 2.5. PURPOSE OF THE COMPANY. The purpose of the Company is to
engage in any business activity that lawfully may be conducted by a limited
liability company organized pursuant to the Act, including conducting business
activities outside the State of Delaware.

ARTICLE III

CAPITAL CONTRIBUTIONS; LOANS;
MEMBERSHIP INTERESTS

Section 3.1. INITIAL CAPITAL CONTRIBUTIONS. The Initial Member is the
Person executing this Agreement as of the date hereof as a Member.

Section 3.2. ADDITIONAL CAPITAL CONTRIBUTIONS, LOANS AND GUARANTIES. No
Member shall have any obligation to make any additional Capital Contributions to
the Company. Nor shall any Member be obligated to advance any funds, guarantee
any loans or otherwise to incur personal liability with respect to any loan to
the Company. However, nothing herein shall prohibit or limit the right of any
Member to make additional Capital Contributions to the Company.

Section 3.3. MEMBER LOANS. A Member, or an Affiliate of a Member, may,
but is not obligated to, loan or cause to be loaned to the Company such
additional sums as the Managers deem appropriate or necessary for the conduct of
the business of the Partnership. Loans made by a Member, or an Affiliate of a
Member, shall be upon such terms and for such maturities as the Managers deem
reasonable in view of all the facts and circumstances and the repayment of which
may be designated in priority to distributions of Cash Flow.

Section 3.4. OTHER MATTERS RELATING TO CAPITAL CONTRIBUTIONS.

(a) Loans by any Member to the Company shall not be considered
contributions to the capital of the Company.

(b) No Member shall be entitled to withdraw, or to obtain a
return of, any part of his contribution to the capital of the Company,
or to receive property or assets other than

cash in return thereof, and no Member shall be liable to any other
Member for a return of his contributions to the capital of the Company,
except as provided in this Agreement.

(c) No Member shall be entitled to priority over any other
Member, either with respect to a return of his contributions to the
capital of the Company, or to allocations of taxable income, gains,
losses or credits, or to distributions, except as provided in this
Agreement.

(d) No interest shall be paid on any Member's Capital
Contribution.

Section 3.5. MEMBERSHIP INTERESTS. Each Member shall have a Membership
Interest expressed as a percentage equal to the following:

Initial Member 100%

ARTICLE IV

MANAGEMENT BY MANAGERS

Section 4.1. MANAGEMENT OF THE COMPANY. Except as otherwise expressly
limited by statute, the Articles of Organization or the provisions of this
Agreement, the Managers shall have full, exclusive and complete discretion to
manage and control the business and affairs of the Company, to make all
decisions affecting the business and affairs of the Company, and to take all
such actions as they deem necessary or appropriate to accomplish the purposes of
the Company as set forth herein. By way of illustration and not limitation, the
Managers shall have the power:

(a) to invest or otherwise participate in partnerships,
corporations or other entities;

(b) to purchase or otherwise acquire, construct, deal in,
sell, lease or otherwise dispose of full or fractional interests in oil
and gas leases, real property, depreciable property or personal
property of any kind and to buy or hold insurance of any kind;

(c) to provide or contract for services of any kind; to make,
enter into, deliver or perform contracts, agreements and other
undertakings; to contract for the services of accountants, attorneys,
investment managers, appraisers, contractors, or other service
providers and to delegate powers to any such person; to retain or
employ employees;

(d) to lend money with or without security to any person,
including any Member or an Affiliate of a Member, on any commercially
reasonable terms;

(e) without limitation as to amount or terms, to borrow and
raise moneys, to issue, accept, endorse and execute promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and other
negotiable or nonnegotiable instruments and evidences of indebtedness,
and to secure the payment of any such indebtedness and any interest in
any such indebtedness by mortgage, pledge, transfer or assignment in
trust of all or any part of

the Company assets, whether owned at the time of any such transactions
or acquired thereafter, and to sell, pledge or otherwise dispose of any
such obligations of the Partnership;

(f) to guarantee any financial transaction of any kind with or
without charging a fee therefor;

(g) to have and maintain one or more offices and to rent or
acquire office space, engage personnel, purchase equipment and supplies
and do anything else which may be appropriate in connection with the
maintenance of offices;

(h) to pay any expenses related to any of the Company's
businesses or affairs;

(i) to compromise claims against the Company;

(j) to establish bank accounts and other similar accounts for
the Company; to make or delegate the authority to make withdrawals from
such accounts by check or electronic transfer in the name of the
Company; and

(k) to acquire real and personal property, arrange financing,
enter contracts and complete any other arrangements on behalf of the
Company, in the name of the Company or in the name of a nominee without
having to disclose the existence of the Company.

The Managers shall use reasonable efforts to carry out the purposes of
the Company. The Managers shall not be required to devote their full time and
attention to the management of the business and affairs of the Company, and
shall only be required to devote so much time and effort as may be reasonably
necessary for that purpose. Except as otherwise expressly set forth in this
Agreement, no Member, as such, shall have any authority, right, or power to bind
the Company, or to manage, or to participate in the management of, the business
and affairs of the Company.

Section 4.2. NUMBER. The number of Managers shall be determined from
time to time by resolution of a Majority in Membership Interests; provided that
at all times the number of Managers shall be at least one (1) and no decrease
shall have the effect of shortening the term of any incumbent Manager.

Section 4.3. QUALIFICATIONS, ELECTION AND TERM. Managers need not be
residents of Delaware or Members of the Company. The persons constituting the
Managers shall be elected by a Majority in Membership Interests. Each Manager,
upon election as a Manager, shall hold office until his or her successor is
elected and qualified, or until his earlier death, resignation, or removal.

Section 4.4. REGULAR MEETINGS. Regular meetings of the Managers may be
held at such time and place as determined by the Managers. Unless otherwise
required by statute, notice of regular meetings of the Managers shall not be
required.

Section 4.5. SPECIAL MEETINGS. Special meetings of the Managers may be
called by any Manager upon 24 hours' notice to each Manager, personally or by
mail, telegram or facsimile. Except as may be otherwise expressly provided by
statute, the Certificate or this Agreement, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in the
notice or waiver of notice of such meeting.

Section 4.6. QUORUM; MAJORITY VOTE. Each Manager, in its capacity of
Manager, shall be entitled to one vote in each action to be taken by the
Managers. At all meetings of the Managers, the presence of a majority of the
number of Managers fixed in accordance with this Agreement shall be necessary
and sufficient to constitute a quorum for the transaction of business, and the
act of a majority of the Managers present in person or by proxy at any meeting
at which there is a quorum shall be the act of the Managers, except as may be
otherwise specifically required by statute, the Articles of Organization or this
Agreement. If a quorum is not present at any meeting of the Managers, the
Managers present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present. Upon
attainment of representation by a quorum, subject to an adjournment of the
meeting, any business may be transacted which might have been transacted at the
meeting as originally notified.

Section 4.7. OFFICERS.

(a) Officers of the Company may be appointed by the Managers.
The Managers may appoint a Chief Executive Officer, a President, one or
more Vice Presidents, a Secretary, a Treasurer and any other Officer or
assistant Officer as they deem appropriate. Any two or more offices may
be held by the same person. Each Officer shall be appointed for such
term and shall exercise such powers, perform such duties and have such
authority as determined from time to time by the Managers.

(b) The following officers of the Company, if appointed, shall
have such powers and duties, except as modified by the Managers, as
generally pertain to their offices, respectively, as well as such
powers and duties as from time to time shall be conferred by the
Managers and by this Agreement:

(i) Chief Executive Officer. The chief executive
officer shall be subject to the control of the Managers, and
shall in general supervise and control all business and
affairs of the Company. The chief executive officer may sign,
with the secretary or any other proper officer of the Company
thereunto authorized by the Managers, deeds, mortgages, bonds,
contracts, and other obligations in the name of the Company,
which the Managers have authorized to be executed, except in
cases where the signing and execution thereof shall be
expressly delegated by the Managers or by this Agreement to
some other officer or agent of the Company, or shall be
required by law to be otherwise signed and executed; and in
general shall perform all duties incident to the office of
chief executive officer and such other duties as may be
prescribed by the Managers from time to time.

(ii) President. In the absence of the chief executive
officer, or in the event of his death or inability to act or
refusal to act, the president shall perform the duties of the
chief executive officer and when so acting shall have all of
the powers of and be subject to all of the restrictions upon
the chief executive officer. In general, he shall perform all
duties incident to the office of President and such other
duties as may be prescribed by the chief executive officer or
the Managers from time to time.

(iii) Executive Vice Presidents. Executive vice
presidents will perform the duties assigned to them by the
Managers, and, in the order designated by the president, at
the request of the president or in the absence of the
president will

perform as well the duties of the president's office. Each
executive vice president will have power also to execute and
deliver in the name and on behalf of the Company, deeds,
mortgages, leases, assignments, bonds, contracts, or other
instruments authorized by the Managers.

(iv) Vice Presidents. Vice presidents will perform
the duties assigned to them by the Managers, and at the
request of the president, will perform as well the duties of
the president's office. Each vice president will have the
power also to execute and deliver in the name and on behalf of
the Company, deeds, mortgages, leases, assignments, bonds,
contracts, and other instruments authorized by the Managers.

(v) Secretary. The Secretary shall keep the minutes
of all meetings of the Members and Managers and shall have
general charge of such books and records of the Company as the
Managers may direct, and in general shall perform all duties
and exercises all powers incident to the office of Secretary
and such other duties and powers as the Managers or the
President may from time to time assign to or confer on the
Secretary.

(vi) Treasurer. The treasurer will be the principal
financial officer of the Company and will have charge of the
corporate funds and securities and will keep a record of the
property and indebtedness of the Company. He will, if required
by the Managers, give bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the
Managers may require.

(vii) Other Officers. The Managers may appoint such
other officers, agents, or employees as it may deem necessary
for the conduct of the business of the Company. In addition,
the Managers may authorize the president or some other
officers to appoint such agents or employees as they deem
necessary for the conduct of the business of the Company.

(d) Each Officer of the Company shall hold office until his
successor is chosen and qualified in his stead or until his death or
until his resignation or removal from office. Any Officer appointed by
the Managers may be removed either with or without cause by the
Managers, but such removal shall be without prejudice to the contract
rights, if any, of the individual so removed. If the office of any
Officer becomes vacant for any reason, the vacancy may be filled by the
Managers.

ARTICLE V

MEETINGS OF MEMBERS

Section 5.1. MEETINGS. Meetings of the Members, for any purpose or
purposes, may be called by any Member or the Managers. Unless otherwise required
by statute, notice of regular meetings of Members shall not be required.

Section 5.2. PLACE OF MEETINGS. Meetings of Members for all purposes
may be held at such time and place, within or without the State of Delaware, as
determined by the Members.

Section 5.3. QUORUM. At each meeting the holders of a Majority in
Membership Interests issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall be requisite and shall
constitute a quorum of the Members for the transaction of business except as
otherwise provided by statute, the Certificate or this Agreement, but in no
event shall a quorum consist of the holders of less than one-third of the
Membership Interests entitled to vote at such a meeting. If, however, such
quorum shall not be present or represented at any meeting of the Members, the
Members entitled to vote thereat, present in person or represented by proxy,
shall have power to adjourn the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

Section 5.4. VOTING BY MEMBERS. With respect to any matter other than a
matter for which the affirmative vote of the holders of a specified portion of
the Membership Interests entitled to vote is required by the Act, the
affirmative vote of the holders of a Majority in Membership Interests entitled
to vote represented in person or by proxy at a meeting of Members at which a
quorum is present shall be the act of the Members, unless otherwise provided in
the Certificate or this Agreement.

Section 5.5. VOTING PROCEDURE. At any meeting of the Members, every
Member having the right to vote shall be entitled to vote in person, by proxy
appointed by an instrument in writing subscribed by such Member, or by his duly
authorized attorney-in-fact. No form of proxy or power of attorney bearing a
date more than eleven (11) months prior to said meeting shall be valid, unless
said instrument provides for a longer period. Each proxy shall be revocable
unless the proxy form conspicuously states that the proxy is irrevocable and the
proxy is coupled with an interest.

Section 5.6. ACTION WITHOUT MEETING; TELEPHONE MEETINGS.

(a) Any action required or permitted to be taken at a meeting
of the Members may be taken without a meeting without prior notice, and
without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of Membership
Interests having not less than the minimum number of votes that would
be necessary to take such action at a meeting at which the holders of
all Membership Interests entitled to vote on the action were present
and voted. Prompt notice shall be given to any Member of the approval
of any decision requiring Member approval if such decision was approved
without a meeting of the Members and such Member did not approve the
decision in writing.

(b) Subject to applicable notice provisions and unless
otherwise restricted by the Certificate, Members may participate in and
hold a meeting by means of conference telephone or similar
communications equipment by means of which all individuals
participating in the meeting can hear each other, and participation in
such meeting shall constitute presence in person at such meeting,
except where an individual's participation is for the express purpose
of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

ARTICLE VI

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 6.1. LIMITATION OF LIABILITY. The Members, Managers and any
persons serving as officers of the Company and their respective shareholders,
members, partners, officers, directors, agents, employees, and representatives
shall not be liable, responsible, or accountable in damages or otherwise to the
Company or the Members for any mistake of fact or judgment in operating the
business of the Company or for any act performed (or omitted to be performed) in
good faith (including, without limitation, pursuant to advice of legal counsel)
and within the scope of this Agreement, unless such actions or inactions shall
have resulted from gross negligence, willful misconduct, or fraud.

Section 6.2. INDEMNIFICATION AND ADVANCE OF EXPENSES. The Company shall
indemnify and/or advance expenses to a Person who was, is, or is threatened to
be made a named defendant or respondent in a Proceeding because the Person (i)
is or was a Member, Manager or Officer, or (ii) is or was serving at the request
of the Company as a member, manager, officer, director, or employee or in a
similar capacity of another Person to the fullest extent provided by, and in
accordance with the procedures set forth in Section 145 of the Delaware General
Corporation Law and any other applicable laws.

ARTICLE VII

DISTRIBUTIONS

Section 7.1. DISTRIBUTIONS OF CASH FLOW. Except as provided in Section
7.3, Cash Flow shall be distributed to the Members in accordance with the
Members' Membership Interests at such time as the Managers, in their sole
discretion, may deem appropriate.

Section 7.2. LIMITATIONS ON DISTRIBUTIONS. The Company may not make a
distribution to its Members to the extent that, immediately after giving effect
to the distribution, all liabilities of the Company, other than any liabilities
to Members in respect of distributions and liabilities for which the recourse of
creditors is limited to specific property of the Company, exceed the fair value
of the Company's assets, except that the fair value of property that is subject
to a liability for which recourse of creditors is limited shall be included in
the Company's assets only to the extent that the fair value of that property
exceeds that liability.

Section 7.3. DISTRIBUTIONS UPON LIQUIDATION OF COMPANY. Upon
liquidation of the Company, the assets of the Company shall be distributed no
later than the later of ninety (90) days

after the date of such liquidation or the end of the Company's taxable year in
which the liquidation occurs and shall be applied in the following order of
priority:

(a) First, to the payment of debts and liabilities of the
Company (including debts owed to Members or former Members);

(b) Second, to set up any reserves which the Managers deem
reasonably necessary for contingent or unforeseen liabilities or
obligations of the Company arising out of or in connection with the
business of the Company; and

Section 7.4. PAYMENT OF COSTS AND EXPENSES. The Company shall be
responsible for paying all costs and expenses of forming and continuing the
Company, and conducting the business of the Company. If any such costs and
expenses are or have been paid by a Member or any of his Affiliates, then such
Member (or his Affiliates) shall be entitled to be reimbursed for such payment
so long as such cost or expense was reasonably necessary and was reasonable in
amount.

ARTICLE VIII

FISCAL MATTERS

Section 8.1. BOOKS AND RECORDS. The Company shall keep full and
accurate books and records of all of its transactions in accordance with both
regulatory and generally accepted accounting principles, consistently applied.

Section 8.2. TAX RETURNS. The Members shall cause to be prepared and
filed on or before the Company's applicable filing due date (including
extensions), any required federal, state and local tax returns for the Company.

Section 8.3. BANK ACCOUNTS. The Members shall open and maintain a
special bank account or accounts in a bank or savings and loan association, the
deposits of which are insured by an agency of the United States government, in
which shall be deposited all funds of the Company. There shall be no commingling
of the property and assets of the Company with the property and assets of any
other Person.

Section 8.4. TAX ELECTIONS. The Members shall be entitled to determine
any election available to the Company for federal, state or local tax purposes.

ARTICLE IX

TRANSFERS AND ADMISSION OF NEW MEMBERS

Section 9.1. RESTRICTION ON TRANSFERS AND ADMISSION OF NEW MEMBERS.

(a) Subject to Sections 9.1(b) and 9.1(c), membership in the
Company shall be restricted to the Initial Member, assignment in whole
or in part of any Membership Interest is prohibited, and no new Members
shall be admitted.

(b) Notwithstanding the provisions of Section 9.1(a), all or
part of the Membership Interest of a Member may be Transferred by the
Member if the Transfer is consented to by a Majority in Membership
Interests.

(c) Notwithstanding the provisions of Section 9.1(a), any
Person may be admitted as a new Member of the Company provided that
such Person's admission into the Company is consented to by a Majority
in Membership Interests.

Section 9.2. ASSUMPTION BY TRANSFEREE. Any transferee to whom all or
any part of a Membership Interest may be Transferred in accordance with Section
9.1(b) shall take such Membership Interest subject to all of the terms and
conditions of this Agreement and shall not be considered to have title thereto
until said transferee shall have accepted and assumed the terms and conditions
of this Agreement by a written agreement to that effect delivered to the
Members, at which time, if the proper consents have been obtained, such
transferee shall be admitted as a substitute Member and shall succeed to all
rights of his transferor.

Section 9.3. ASSUMPTION BY NEW MEMBERS. Any new Member to whom all or
any part of a Membership Interest may be Transferred in accordance with Section
9.1(c) shall take such Membership Interest subject to all of the terms and
conditions of this Agreement and shall not be considered to have title thereto
until said new Member shall have accepted and assumed the terms and conditions
of this Agreement by a written agreement to that effect delivered to the
Members, at which time, if the proper consents have been obtained, such new
Member shall be admitted as a Member and shall succeed to all rights of a
Member.

Section 9.4. COST OF TRANSFERS. The transferee of any Membership
Interest shall reimburse the Company for all costs incurred by the Company
resulting from any Transfer.

Section 9.5. EFFECT OF ATTEMPTED DISPOSITION IN VIOLATION OF THIS
AGREEMENT. Any attempted Transfer of any Membership Interest in breach of this
Agreement shall be null and void and of no effect whatever.

ARTICLE X

RETIREMENT OR RESIGNATION OF MEMBER

Section 10.1. WITHDRAWAL. A Member may retire or resign from the
Company at any time.

Section 10.2. DISTRIBUTIONS ON WITHDRAWAL. Except as otherwise provided
by the Act, the Certificate or in Article XII of this Agreement, upon retirement
or resignation of a Member, the retiring or resigning Member (the "Withdrawing
Member") shall be entitled to receive in cash or an undivided interest in
property of the Company the fair market value of the Member's Membership
Interest as of the date of withdrawal. For purposes hereof, the fair market
value of a Membership Interest and the nature of the assets to be received will
be determined by agreement between a Majority in Membership Interests and the
Withdrawing Member. If such agreement cannot be reached between the parties,
then such Member shall not withdraw from the Company.

ARTICLE XI

EXPULSION

Section 11.1. EXPULSION. A Member may be expelled from the Company if
the expulsion is consented to by at least sixty-seven percent (67%) of the total
Membership Interests.

Section 11.2. DISTRIBUTIONS ON EXPULSION. Except as otherwise provided
by the Act, or in Article XI of this Agreement, upon expulsion, an expelled
member shall be entitled to receive in cash or an undivided interest in the
property of the Company the fair market value of the Member's Membership
Interest as of the date of withdrawal. For purposes hereof, the fair market
value of a Membership Interest and the nature of the assets to be received will
be determined by a Majority in Membership Interests (excluding the interest of
the expelled Member).

ARTICLE XII

DISSOLUTION

Section 12.1. DISSOLUTION. The Company shall be dissolved as provided
in the Act. On dissolution of the Company, the affairs of the Company shall be
wound up and the assets of the Company shall be distributed as and to the extent
provided by the Act.

ARTICLE XIII

MISCELLANEOUS

Section 13.1. AMENDMENTS. These Regulations may be amended, modified,
terminated or waived only by written agreement among all Members.

Section 13.2. INTEGRATION. This agreement sets forth all understandings
of the Members. All other agreements, oral or written, concerning the Company
are merged into and superseded by this agreement.

Section 13.3. OTHER ACTIVITIES. Any Member may engage or possess an
interest in other business ventures of every nature and description,
independently or with others, provided that such interest in other business
ventures is disclosed to the other Members (unless otherwise prohibited by court
order, government regulation or other law), and neither the Company nor any of
the other

Members shall have any right by virtue of this Agreement in and to such other
ventures or to the income or property derived therefrom.

Section 13.4. PARTITION. No Member shall be entitled to a partition of
any property or assets of the Company, notwithstanding any provision of law to
the contrary. A Membership Interest is personal property.

Section 13.5. NOTICES. Any notice required or permitted to be delivered
to any Member under the provisions of this Agreement shall be deemed delivered,
whether actually received or not, when deposited in a United States Postal
Service depository, postage prepaid, registered or certified, return receipt
requested, and addressed to the Member at the address specified by written
notice delivered to the Company.

Section 13.6. PROVISIONS SEVERABLE. Every provision of this Agreement
is intended to be severable and, if any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.

Section 13.7. HEADINGS. The headings of the various Sections are
intended solely for convenience of reference, and shall not be deemed or
construed to explain, modify or place any construction upon the provisions
hereof.

Section 13.8. THIRD PARTY BENEFICIARIES. These Regulations shall be for
the benefit of the undersigned parties and their permitted successors and
assigns only, it being the intention of the parties that no one shall be deemed
to be a third party beneficiary of this Agreement.

ARTICLE XIV

CERTIFICATE BY MEMBERS

The undersigned, being the sole Member of the Company, hereby agrees to
and certifies that the foregoing Agreement is the Agreement of the Company, and
that such Agreement has been duly adopted and are binding on the Company and its
Members.

IN WITNESS WHEREOF, the undersigned have signed this certificate as of
December 17, 2001.

MEMBER:

HORNBECK-LEEVAC MARINE SERVICES, INC.

By: /s/ CHRISTIAN G. VACCARI
-------------------------------------
Christian G. Vaccari,
Chief Executive Officer

STATE OF LOUISIANA )
)
PARISH OF ST. TAMMANY )

This instrument was ACKNOWLEDGED before me on December 17, 2001, by
Christian G. Vaccari, Chief Executive Officer, of HORNBECK-LEEVAC Marine
Services, Inc., a Delaware corporation, on behalf of said corporation.

[SEAL] /s/ ILLEGIBLE
-----------------------------------------
Notary Public - State of Louisiana

My Commission Expires: /s/ ILLEGIBLE
at death -----------------------------------------
- ---------------------- Printed Name of Notary Public