JOINT FILING AGREEMENT

Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0.01 par value, of Hercules Offshore, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

     In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this February 14, 2006.

     This Agreement may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Agreement.

	XXXXXXXXX & CO., INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Co-President
	GREENHILL CAPITAL PARTNERS, LLC
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Managing Director
	GCP MANAGING PARTNER, L.P.
	By:	Greenhill Capital Partners, LLC, its general partner
		/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Managing Director

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	GREENHILL CAPITAL PARTNERS, X.X.
	XXXXXXXXX CAPITAL PARTNERS (CAYMAN), X.X.
	XXXXXXXXX CAPITAL PARTNERS (EXECUTIVES), X.X.
	XXXXXXXXX CAPITAL, L.P.
	By:	GCP Managing Partner, L.P., as managing general partner of each of the foregoing partnerships
	By:	Greenhill Capital Partners, LLC, its general partner
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Managing Director

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