<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2001
 
                                                     REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                                    FORM S-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                     HORNBECK-LEEVAC MARINE SERVICES, INC.*
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                <C>                                <C>
             DELAWARE                          72-1375844                            4424
 (State or other jurisdiction of    (I.R.S. Employer Identification      (Primary Standard Industrial
  incorporation or organization)                Number)                   Classification Code Number)
</Table>

                          414 NORTH CAUSEWAY BOULEVARD
                          MANDEVILLE, LOUISIANA 70448
                                 (985) 727-2000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                                TODD M. HORNBECK
                PRESIDENT, CHIEF OPERATING OFFICER AND SECRETARY
                          414 NORTH CAUSEWAY BOULEVARD
                          MANDEVILLE, LOUISIANA 70448
                                 (985) 727-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                                   COPIES TO:
 
                           R. CLYDE PARKER, JR., ESQ.
                            MARK W. EISENBRAUN, ESQ.
                        WINSTEAD SECHREST & MINICK P.C.
                             910 TRAVIS, SUITE 2400
                              HOUSTON, TEXAS 77002
                                 (713) 650-8400
                             ---------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after this Registration Statement becomes effective.
 
     If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
 
                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
===========================================================================================================================
                                                               PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
        TITLE OF EACH CLASS OF              AMOUNT TO BE      OFFERING PRICE PER   AGGREGATE OFFERING      REGISTRATION
      SECURITIES TO BE REGISTERED            REGISTERED            UNIT(1)              PRICE(1)              FEE(1)
---------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                  <C>                  <C>
10 5/8% Series B Senior Notes due 2008...   $175,000,000             100%             $175,000,000           $43,750
---------------------------------------------------------------------------------------------------------------------------
Guarantees of 10 5/8% Series B Senior
  Notes due 2008.........................        --                   --                   --                  (2)
===========================================================================================================================
</Table>

(1) Calculated in accordance with Rule 457(f)(2). For purposes of this
    calculation, the Offering Price per Series B Note was assumed to be the
    stated principal amount of each Series A Note that may be received by the
    Registrant in the exchange transaction in which the Series B Notes will be
    offered.
 
(2) Pursuant to Rule 457(n), no registration fee is required for the guarantees
    of the Series B notes registered hereby.
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
 
     *The subsidiaries of HORNBECK-LEEVAC Marine Services, Inc. will guarantee
the securities being registered hereby and therefore are also registrants.
Information about these additional registrants appears on the following page.
================================================================================

<PAGE>   2
 
                             ADDITIONAL REGISTRANTS
 
                        HORNBECK OFFSHORE SERVICES, INC.
             (Exact name of registrant as specified in its charter)
 

<Table>
<S>                             <C>                             <C>
           DELAWARE                          4424                         76-0497638
(State or other jurisdiction of  (Primary Standard Industrial          (I.R.S. Employer
incorporation or organization)     Classification Code No.)           Identification No.)
</Table>

 
                             ---------------------
 
                              LEEVAC MARINE, INC.
             (Exact name of registrant as specified in its charter)
 

<Table>
<S>                             <C>                             <C>
           LOUISIANA                         4424                         72-1053262
(State or other jurisdiction of  (Primary Standard Industrial          (I.R.S. Employer
incorporation or organization)     Classification Code No.)           Identification No.)
</Table>

 
                             ---------------------
 
                                HORNBECK-LEEVAC
                             MARINE OPERATORS, INC.
             (Exact name of registrant as specified in its charter)
 

<Table>
<S>                             <C>                             <C>
           DELAWARE                          4424                         72-1375845
(State or other jurisdiction of  (Primary Standard Industrial          (I.R.S. Employer
incorporation or organization)     Classification Code No.)           Identification No.)
</Table>

 
                             ---------------------
 
                       ENERGY SERVICES PUERTO RICO, INC.
             (Exact name of registrant as specified in its charter)
 

<Table>
<S>                             <C>                             <C>
           LOUISIANA                         4424                         72-1437129
(State or other jurisdiction of  (Primary Standard Industrial          (I.R.S. Employer
incorporation or organization)     Classification Code No.)           Identification No.)
</Table>


<PAGE>   3
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
                 SUBJECT TO COMPLETION DATED SEPTEMBER 21, 2001
 
PROSPECTUS
 
                                  $175,000,000
 
                     HORNBECK-LEEVAC MARINE SERVICES, INC.
 
                               OFFER TO EXCHANGE
                     10 5/8% SERIES B SENIOR NOTES DUE 2008
                  REGISTERED UNDER THE SECURITIES ACT OF 1933
                                      FOR
                     10 5/8% SERIES A SENIOR NOTES DUE 2008
 
THE EXCHANGE OFFER:
 
- We are offering to exchange up to $175,000,000 in principal amount of our
  10 5/8% Series B Senior notes due 2008 for outstanding Series A notes. The
  Series B notes have been registered under the Securities Act of 1933, are
  freely tradable and have terms that are substantially identical to the terms
  of the Series A notes.
 
- We will exchange all Series A notes that you validly tender and do not validly
  withdraw before the exchange offer expires for an equal principal amount of
  Series B notes.
 
- The exchange offer expires at 5:00 p.m., New York City time, on           ,
  2001, unless extended. We do not currently intend to extend the exchange
  offer.
 
- Tenders of Series A notes may be withdrawn at any time before the expiration
  of the exchange offer.
 
- The exchange of Series B notes for Series A notes will not be a taxable event
  for U.S. federal income tax purposes.
 
THE SERIES B NOTES:
 
- Maturity.  August 1, 2008.
 
- Interest Payments.  We will pay interest on the Series B notes at an annual
  rate of 10.625% on February 1 and August 1 of each year until maturity. We
  will make the first payment on February 1, 2002. Interest on the Series B
  notes began accruing on July 24, 2001, the date of issuance of the Series A
  notes for which the Series B notes will be exchanged.
 
- Ranking.  The Series B notes will be senior obligations. They will rank
  equally in right of payment with our existing and future senior indebtedness.
  They will be effectively subordinated to all of our secured obligations to the
  extent of the fair value of the assets collateralizing those obligations.
 
- Guarantees.  The Series B notes will be guaranteed by all of our subsidiaries.
 
- Optional Redemption.  We may, at our option, redeem all or a part of the
  Series B notes from time to time at the redemption prices and subject to the
  conditions described in this prospectus.
 
- Change of Control.  If we experience a change of control, any noteholder may
  require us to repurchase all or a part of its Series B notes for cash at 101%
  of the principal amount of the notes.
 
- Listing.  We do not intend to list the Series B notes on any securities
  exchange or to seek approval for quotation through any automated quotation
  system.
 
     SEE THE "RISK FACTORS" SECTION BEGINNING ON PAGE 14 FOR A DISCUSSION OF
FACTORS YOU SHOULD CONSIDER BEFORE PARTICIPATING IN THE EXCHANGE OFFER.
 
                             ---------------------
 
     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
               The date of this prospectus is September   , 2001.

<PAGE>   4
 
     This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. In making your investment decision, you
should rely only on the information contained in this prospectus and in the
accompanying letter of transmittal. We have not authorized any person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume the
information appearing in this prospectus is accurate as of the date on the front
cover of this prospectus only. Our business, financial condition, results of
operations and prospects may change after that date.
 
                               TABLE OF CONTENTS
 

<Table>
<Caption>
                                        PAGE
                                        ----
<S>                                     <C>
PROSPECTUS SUMMARY....................    1
RISK FACTORS..........................   14
EXCHANGE OFFER........................   21
USE OF PROCEEDS.......................   31
CAPITALIZATION........................   31
HORNBECK-LEEVAC MARINE SERVICES, INC
  SELECTED HISTORICAL CONSOLIDATED
  FINANCIAL INFORMATION...............   32
MANAGEMENT'S DISCUSSION AND ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS.......................   34
SPENTONBUSH/RED STAR GROUP SELECTED
  HISTORICAL COMBINED FINANCIAL
  INFORMATION.........................   42
</Table>

 

<Table>
<Caption>
                                        PAGE
                                        ----
<S>                                     <C>
BUSINESS..............................   43
DIRECTORS AND MANAGEMENT..............   58
PRINCIPAL STOCKHOLDERS................   66
DESCRIPTION OF OTHER INDEBTEDNESS.....   68
DESCRIPTION OF THE SERIES B NOTES.....   69
UNITED STATES FEDERAL INCOME TAX
  CONSEQUENCES........................  104
PLAN OF DISTRIBUTION..................  108
LEGAL MATTERS.........................  110
EXPERTS...............................  110
INDEX TO FINANCIAL STATEMENTS.........  F-1
</Table>

 
                      WHERE YOU CAN FIND MORE INFORMATION
 
     This prospectus incorporates important business and financial information
about us that we have not included in or delivered with this prospectus. This
information is available without charge upon written or oral request, from James
O. Harp, Jr., Chief Financial Officer, HORNBECK-LEEVAC Marine Services, Inc.,
414 North Causeway Blvd., Mandeville, Louisiana 70448, telephone number: (985)
727-2000, extension 203. To ensure timely delivery, you should request the
information no later than           , 2001.
 
     We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act of 1933 related to the Series B
notes offered by this prospectus. As allowed by Commission rules, this
prospectus does not contain all of the information contained in the registration
statement. The complete registration statement and the documents filed as
exhibits to the registration statement are available to the public over the
Internet at the Commission's web site at http://www.sec.gov. If you have a
question on any contract, agreement or other document filed as an exhibit to the
registration statement, please see the exhibits for a more complete description
of the matter involved. You may also read and copy any document we have filed
with the Commission at its public reference facilities at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain copies of these documents at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at
1-800-732-0330 for further information on the operation of the public reference
facilities.
 
     Before filing this registration statement, we were not subject to the
periodic reporting and other informational requirements of the Securities
Exchange Act of 1934. We have agreed that, whether or not we are required to do
so by the rules and regulations of the Commission (and within fifteen days of
the date that is
 
                                        i

<PAGE>   5
 
or would be prescribed thereby), for so long as any of the notes remain
outstanding, we will furnish to the holders of the notes and file with the
Commission (unless the Commission will not accept the filing)
 
     - all quarterly and annual financial information that would be required to
       be contained in a filing with the Commission on forms 10-Q and 10-K if we
       were required to file these forms, including a "Management's Discussion
       and Analysis of Financial Condition and Results of Operations," and, with
       respect to the annual information only, a report by our independent
       auditors and
 
     - all reports that would be required to be filed with the Commission on
       Form 8-K if we were required to file these reports
 
In addition, we have agreed to make available, upon request, to any prospective
purchaser of the notes and beneficial owner of the notes in connection with a
sale of the notes the information required by Rule 144A(d)(4) under the
Securities Act of 1933 for so long as any of the notes remain outstanding.
 
                           FORWARD-LOOKING STATEMENTS
 
     We make forward-looking statements in this prospectus, including certain
information set forth in "Prospectus Summary" and in the sections entitled
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." We have based these forward-looking statements on our
current views and assumptions about future events and our future financial
performance. You can generally identify forward-looking statements by the
appearance in such a statement of words like "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "plan," "potential,"
"predict," "project," "should" or "will" or the negative of these words or other
comparable words. When you consider our forward-looking statements, you should
keep in mind the risk factors we describe and other cautionary statements we
make in this prospectus.
 
     Among the risks, uncertainties and assumptions to which these
forward-looking statements may be subject are:
 
     - changes in international economic and political conditions, and in
       particular in oil and gas prices;
 
     - our ability to manage costs effectively;
 
     - our ability to finance our operations and construct new vessels on
       acceptable terms;
 
     - our ability to complete vessels under construction without significant
       delays or cost overruns;
 
     - the effects of competition;
 
     - our ability to integrate acquisitions successfully;
 
     - our ability to charter our vessels on acceptable terms;
 
     - our ability to access the debt and equity markets to fund our capital
       requirements, which may depend on general market conditions and our
       financial condition at the time; and
 
     - our success at managing these risks.
 
     Our forward-looking statements are only predictions based on expectations
that we believe are reasonable. Actual events or results may differ materially
from those described in any forward-looking statement. We undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. To the extent these
risks, uncertainties and assumptions give rise to events that vary from our
expectations, the forward-looking events discussed in this prospectus may not
occur.
 
                                        ii

<PAGE>   6
 
                               PROSPECTUS SUMMARY
 
     This prospectus summary highlights selected information from this
prospectus to help you understand our business and the terms of the exchange
offer. We urge you to read all of this prospectus carefully to gain a fuller
understanding of our business and the terms of the exchange offer, as well as
some of the other considerations that may be important to you in considering
whether to participate in the exchange offer. You should pay special attention
to the "Risk Factors" section of this prospectus for a discussion of factors you
should consider before participating in the exchange offer.
 
     In this prospectus, "company," "we," "us" and "our" refer to
HORNBECK-LEEVAC Marine Services, Inc. and its subsidiaries, except as otherwise
indicated.
 
     The term "Series A notes" refers to the 10 5/8% Series A Senior Notes due
2008 that were issued July 24, 2001. The term "Series B notes" refers to the
10 5/8% Series B Senior Notes due 2008 issuable in the exchange offer. The term
"notes" refers to both the Series A notes and the Series B notes.
 
                                  OUR COMPANY
 
     We are a leading provider of marine transportation services in the markets
we serve through the operation of newly constructed deepwater offshore supply
vessels in the Gulf of Mexico and ocean-going tugs and tank barges in the
northeastern United States and in Puerto Rico. Since 1997, we have significantly
increased the size of our fleet from six to 42 vessels through new construction
of offshore supply vessels and acquisitions of tugs and tank barges. Currently,
we own and operate a fleet of eight deepwater offshore supply vessels and have
another five deepwater vessels under construction. Following delivery of these
vessels, we believe that we will be the second largest operator of deepwater
offshore supply vessels in the Gulf of Mexico. We also own and operate a fleet
of thirteen ocean-going tugs and sixteen ocean-going tank barges. We operate the
largest fleet of tank barges for the transportation of petroleum products in
Puerto Rico and believe that we are the fourth largest transporter of petroleum
products by tank barge in New York Harbor.
 
     In the mid-1990s, our founders identified a significant opportunity to
capitalize on the emerging interest in deepwater exploration and production.
Since then, the deepwater Gulf of Mexico has become an increasingly active oil
and gas region as producers seek to counter declining production rates in
existing U.S. basins. The operating environment in the deepwater Gulf of Mexico
differs dramatically from that of the continental shelf. Successful exploration
and development in deepwater areas has required a new generation of high cost
drilling rigs and production platforms and other advanced drilling and
production technology. In addition, these expensive projects are best served by
a new generation of offshore supply vessels capable of supporting day-to-day
operations in a manner that avoids costly downtime in terms of both drilling rig
dayrates and lost oil and gas production.
 
     We believe that the existing fleet of offshore supply vessels operating on
the continental shelf is not capable of operating effectively in the deepwater
market. Our founders have assembled a core team of naval architects and other
marine professionals to design and operate offshore supply vessels that
specifically address the challenges of deepwater operations. We believe that our
deepwater vessels, designed with enhanced capabilities, can be used effectively
in all stages of a long-lived deepwater project and for specialty services.
 
     We believe our tug and tank barge business complements our offshore supply
vessel business by providing an additional revenue base and offering another
line of services to integrated oil companies. Demand for tank barge services
results from the consumption of refined petroleum products such as gasoline,
home heating oil, jet fuel and diesel fuel, as well as residual fuel oil and
asphalts. As one of the leading suppliers of this service in the heavily
populated northeastern United States and the dominant provider of tank barge
services in Puerto Rico, we are able to optimize capacity utilization from one
region of operations to another while we benefit from the steady demand provided
by long-term customer relationships with major energy companies.
 
                                        1

<PAGE>   7
 
OFFSHORE SUPPLY VESSELS
 
     We use our offshore supply vessels principally to support offshore drilling
and production operations in the deepwater regions of the Gulf of Mexico by
transporting cargo to offshore drilling rigs and production facilities. The
cargo we transport includes drill pipe, liquid mud, drilling fluids, diesel
fuel, potable water, dry bulk cement and equipment. We charter our vessels on a
dayrate basis under either fixed time charters or in the spot market. All of our
vessels are currently under fixed time charters, including six (one of which,
the HOS Blue Ray, is under construction and scheduled to be delivered in October
2001) that are chartered with initial terms ranging from two to five years. Our
multi-year contracts often include dayrate escalation clauses and renewal
options.
 
     Industry Conditions.  In recent years, high oil and gas prices, combined
with tight inventory levels for crude oil and natural gas, have resulted in
record levels of drilling activity in the Gulf of Mexico. The Gulf of Mexico is
a critical oil and gas supply basin for the United States, accounting for 28%
and 26%, respectively, of total U.S. oil and gas production in 2000. Because
natural gas production from wells on the continental shelf declines at a rapid
rate and the deepwater regions of the Gulf of Mexico hold most of the unexplored
areas of potential gas reserves, we believe that deepwater drilling in the Gulf
of Mexico will continue to be a primary source of additions to domestic natural
gas reserves. The Minerals Management Service has adopted royalty relief
incentives for natural gas produced from wells drilled in at least 200 meters of
water to encourage deepwater exploration. Moreover, the deepwater Gulf of Mexico
is expected to be the source of a significant percentage of increased oil
production in the United States. The Minerals Management Service estimates that
by 2005 oil production from the deepwater Gulf of Mexico will represent
approximately 65% of total offshore oil production in the United States.
 
     New technologies, such as improved seismic surveying and subsea production
systems, have lowered deepwater finding and development costs. Exploration and
development activity in deepwater regions, once begun, is less sensitive to
movements in oil and gas prices than shallow water projects because the longer
duration and higher costs associated with the exploration and development of
deepwater regions create a long-term commitment to deepwater projects regardless
of short-term price fluctuations. The number of deepwater fields under
evaluation and development has grown dramatically in recent years. From 1990 to
2000, production in the deepwater Gulf of Mexico increased from 4% to 52% of
total Gulf of Mexico oil production and from 1% to 20% of total Gulf of Mexico
natural gas production. The Minerals Management Service estimates that
production of oil and gas from deepwater Gulf of Mexico wells increased 20% and
15%, respectively, in 2000. Of the 72 deepwater Gulf of Mexico fields discovered
to date, 42 fields began production by the end of 2000, and another ten are
expected to begin or have begun production in 2001. Of the total ten billion
barrels of oil equivalents of initial estimated recoverable reserves in these
fields, an estimated 85% remain unproduced. We believe that the development of
these fields and other potential discoveries will result in a need for
additional deepwater offshore supply vessels beyond the number of currently
available vessels and vessels being constructed under announced construction
plans.
 
     Our Vessel Capabilities.  Deepwater wells require specialized equipment to
meet the more difficult operating environment compared to wells drilled on the
continental shelf. They also require a substantially higher volume of supplies
to support the drilling operations, such as liquid mud, drill pipe, diesel fuel
and other consumables. Such supplies must be transported to offshore rigs and
facilities by offshore supply vessels. Conventional offshore supply vessels do
not have sufficient on-deck or below-deck cargo capacity to support deepwater
drilling operations economically. A one-way trip to a deepwater location
generally takes ten to fifteen hours, compared to only a few hours to a shelf
location. The capabilities of our vessels, together with fuel and crew
efficiencies, make it more efficient to have one of our deepwater vessels make
the long trip rather than two or three smaller conventional vessels. In
addition, drilling rigs and offshore supply vessels operating in deepwater
environments generally require dynamic positioning capability to enable
continued operation in such environments, even in adverse weather conditions.
Conventional offshore supply vessels generally do not have dynamic positioning
capability.
 
     Our offshore supply vessels have two to three times the dry bulk capacity
and deck space, three to ten times the liquid mud capacity and two to four times
the deck tonnage as conventional 180' class offshore
 
                                        2

<PAGE>   8
 
supply vessels, which are used primarily in shallow water regions. Our advanced
cargo handling systems are capable of loading and unloading dry bulk and liquid
cargoes up to three times faster than conventional offshore supply vessels,
while the solid state controls of our engines result in a 20% greater fuel
efficiency over vessels powered by conventional engines. Our advanced dynamic
positioning systems allow our vessels to maintain position within a minimal
variance. Our unique hull design and integrated thruster and rudder system also
provide a more manageable vessel. Our vessels have been designed with
state-of-the-art lifesaving, fire alarm, monitoring, emergency power and fire
suppression systems. Our vessels also have double-bottomed and double-sided
hulls that minimize the environmental impact of hull penetrations and
zero-discharge sewage and waste systems that minimize the impact on regulated
marine environments.
 
     Our offshore supply vessels are designed to support certain specialty
services, including well stimulation, remotely operated vehicles used in
oilfield construction, underwater inspections, marine seismic operations and
certain non-energy applications such as fiber optics cable installation. One of
our vessels, the HOS Innovator, is currently providing remotely operated vehicle
and diving support under a three-year contract, and we have signed a five-year
contract with a large oilfield service company for our ninth offshore supply
vessel, the HOS Blue Ray, which is scheduled to be delivered in October 2001, to
support well stimulation services.
 
TUGS AND TANK BARGES
 
     We provide coastwise transportation of refined and bunker grade petroleum
products with our ocean-going tugs and tank barges. Generally, we operate a tug
and tank barge together as a "tow" to transport products from one port to
another. A tank barge transports petroleum products that are typically
characterized as either "clean" or "dirty." Clean petroleum products are
primarily gasoline, home heating oil, diesel fuel and jet fuel. Dirty petroleum
products are mainly residual fuel oil and asphalts.
 
     Our tugs and tank barges serve the northeastern United States, primarily
New York Harbor, by transporting both clean and dirty petroleum products to and
from refineries and distribution terminals and by providing ship lightering and
docking services. Our tugs and tank barges also transport both clean and dirty
petroleum products from refineries and distribution terminals to the Puerto Rico
Electric Power Authority and to utilities located on other Caribbean islands.
Moreover, we provide ship lightering, bunkering and docking services in Puerto
Rico. We charter our tugs and tank barges under fixed time charters, daily spot
rates, contracts of affreightment and consecutive voyage contracts.
 
     Industry Conditions.  The primary drivers of demand for our tug and tank
barge services are population growth, the strength of the U.S. economy and
changes in weather patterns that affect consumption of heating oil and gasoline.
We believe that demand for refined petroleum products and crude oil will remain
steady or gradually increase in the foreseeable future. Specifically, based on a
recent industry study that we commissioned, we believe that:
 
     - demand for home heating oil will remain steady;
 
     - gasoline shipments will continue to be supported by consistent demand
       from existing automobile technology;
 
     - diesel fuel consumption will grow slowly as economic activity requires
       increased trucking miles and remain unaffected by any alternative fuel
       technologies; and
 
     - jet fuel consumption will increase as air travel and air freight activity
       slowly increase.
 
This increased demand will be partially satisfied with additional imports of
refined petroleum products and crude oil, which are expected to grow at
compounded annual growth rates of 4.9% and 1.7%, respectively, through 2020,
according to the Energy Information Agency. Our tug and tank barge fleet in New
York Harbor is well positioned to provide lightering and ship docking services
for tankers transporting these increased import volumes that are too large to
make direct deliveries to distribution terminals and refineries.
 
     While the tug and tank barge market, in general, is marked by steady demand
over time, we anticipate that pricing for our services will be positively
affected by changes related to the Oil Pollution Act of 1990, commonly referred
to as OPA 90. OPA 90 imposes significant limits on the service lives of the
majority of
                                        3

<PAGE>   9
 
tankers and tank barges. Approximately 50% of the existing combined U.S.-flagged
tanker and tank barge fleet in the northeastern United States is required to be
taken out of service or substantially refurbished by December 31, 2005 to meet
the double hull requirements of OPA 90. These reductions will pose significant
logistical challenges for the domestic refining industry. Certain companies have
placed orders with shipyards for double hulled barges at an estimated cost of
four times the current market value of comparable size single hulled barges. We
believe that the construction costs to replace barge capacity will encourage
current price levels to remain steady or increase. Consistent with OPA 90
requirements, the majority of our fleet is permitted to remain in service until
2015. Accordingly, we believe we are well positioned to obtain additional
customers as currently available industry capacity is legally required to be
removed from service or substantially refurbished. In addition, there are no
significant pipelines under construction in the northeastern U.S. market that
can compete with tank barges, nor are any new pipelines likely to be built in
the near future due to cost constraints and logistical and environmental
conditions.
 
COMPETITIVE STRENGTHS
 
     We believe that the following strengths provide us with a competitive
advantage in the markets we serve:
 
     - We operate a technologically advanced fleet of new deepwater offshore
       supply vessels, representing what we believe to be the youngest fleet in
       the Gulf of Mexico.
 
     - We have a leading market presence in our core areas of operations.
 
     - We maintain certifications under numerous industry-recognized
       classification societies and codes and participate in various programs,
       including the International Standards Organization, the International
       Safety Management Code, the Responsible Carrier Program and the
       Streamlined Inspection Program. All of our vessels are classed by the
       American Bureau of Shipping.
 
     - We have a proven record of successfully completing new construction of
       deepwater offshore supply vessels without significant delays or cost
       overruns.
 
     - The majority of our tank barges will not be required by OPA 90
       regulations to undergo replacement or refurbishment until 2015.
 
     - Our long-term contracts and diversified fleet provide stable revenues and
       cash flow.
 
     - We have an experienced management team with an average of nineteen years
       of marine transportation industry experience.
 
OUR STRATEGY
 
     We intend to strengthen our competitive position through implementation of
the following strategies:
 
     - We intend to maintain our focus on operating high quality offshore supply
       vessels capable of working in the deepwater regions of the Gulf of
       Mexico. We believe that there is a shortage of offshore supply vessels
       that can effectively serve the current and planned drilling programs in
       this market.
 
     - We intend to maintain our competitive advantage by using sophisticated
       technologies. We designed our offshore supply vessels to meet the higher
       capacity and performance needs of our clients' drilling and production
       programs. We believe that the advanced features of our offshore supply
       vessels give us a competitive advantage in obtaining contracts.
 
     - We intend to continue building new vessels as market demand dictates.
       Since we were formed in 1997, we have designed and delivered eight
       deepwater offshore supply vessels. Of these vessels, all were delivered
       without significant delays or cost overruns and are currently operating
       under time charters. We have five other vessels under construction with
       anticipated delivery dates ranging from October 2001 to April 2002. The
       first of these vessels to be delivered, the HOS Blue Ray, is already
       contracted for a five-year charter to begin upon delivery, and we have
       significant client interest in chartering the remaining vessels to be
       delivered. We will continue to monitor demand for vessels in determining
       the level and timing of additional vessels under our newbuild program.
                                        4

<PAGE>   10
 
     - We intend to continue to evaluate strategic acquisitions to expand our
       offshore supply vessel and tug and tank barge fleets where we can
       increase market share and long-term client relationships. To date, we
       have completed three acquisitions involving ocean-going tugs and tank
       barges.
 
     - We intend to optimize use of our tug and tank barge fleet. Having
       consolidated the operational management of our fleet in our new Brooklyn
       facility, we are increasing services offered to parties other than
       Amerada Hess. Before our acquisition of tugs and tank barges from certain
       affiliates of Amerada Hess (the Spentonbush/Red Star Group), those
       vessels were largely dedicated to the use of Amerada Hess and its
       affiliates in New York Harbor.
 
     - We intend to continue to pursue long-term contracts. The initial term for
       six of our nine offshore supply vessel contracts, including the contract
       for the HOS Blue Ray, which is under construction and scheduled for
       delivery in October 2001, ranges from two to five years. Our contract of
       affreightment with Amerada Hess for the services of tugs and tank barges
       in the northeastern United States has an initial term of June 1, 2001
       through March 31, 2006. All of our other tug and tank barge contracts may
       be, and typically are, renewed annually. We intend to maintain a
       significant percentage of our assets working under long-term contracts,
       which results in high utilization rates and provides a stable cash flow
       base to manage our debt obligations.
 
     - We intend to leverage our existing customer relationships by expanding
       our services to certain customers with diversified marine transportation
       needs. Many integrated oil companies require offshore supply vessels to
       support their exploration and production activities and ocean-going tug
       and tank barges to support their refining, trading and retail
       distribution activities.
 
RECENT DEVELOPMENTS
 
     Changes in the Board of Directors.  On August 22, 2001, Larry D. Hornbeck,
former Chairman of the Board, President, Chief Executive Officer and founder of
the original Hornbeck Offshore Services, Inc., joined our Board of Directors. In
addition, Mark J. Warner, who had been the board designee of our warrant
holders, resigned from our Board of Directors. Mr. Warner's position has been
eliminated from our Board of Directors. Finally, one of our directors, R. Clyde
Parker, Jr. became a nonvoting advisory director on August 22, 2001.
 
     Repurchase of Outstanding Warrants; Equity Offering.  On August 9, 2001, we
were notified by our warrantholders that they intend to sell their outstanding
warrants. We have exercised a right of first offer to purchase the outstanding
warrants for an aggregate purchase price of $14.5 million. To finance the
repurchase of the warrants, we intend to offer to each of our existing
stockholders an opportunity to purchase their pro rata share of 5,509,434 shares
of our common stock at a price of $2.65 per share. We have received a signed
subscription agreement from one of our stockholders pursuant to which that
stockholder has been issued 273,585 shares of our common stock for a total
purchase price of $725,000. We used these proceeds to pay the non-refundable
deposit to the warrantholders as a deposit toward the repurchase of the
warrants. The stockholder has also agreed to purchase the balance of the offered
shares not subscribed for by our other existing stockholders.
 
     Private Placement of Series A Notes and Use of Proceeds.  On July 24, 2001,
we issued $175,000,000 in principal amount of Series A notes to the initial
purchasers of those notes who then resold the Series A notes only to qualified
institutional buyers. We have used almost all of the proceeds we received in
connection with this private placement to repay the outstanding indebtedness
under our then existing credit facilities.
 
     New Credit Facility.  We have received and are evaluating a commitment
letter from one of our former lenders regarding a new senior secured revolving
line of credit of $50 million. Pursuant to the proposed terms for the new senior
secured revolving credit facility, our borrowings under this facility will be
limited to $25 million unless we have obtained the lender's concurrence to the
use of proceeds of borrowings in excess of $25 million and we meet certain
ratios. Pursuant to the indenture governing the notes, the level of permitted
borrowings under this facility initially will be limited to $25 million plus 15%
of the increase in our consolidated net tangible assets.
 
                                        5

<PAGE>   11
 
     Signing of Significant Tank Barge Contract.  On June 27, 2001, we signed an
agreement to contract one of our newly acquired tank barges with a large
refining and marketing company under a one-year time charter with a one-year
renewal option at a fixed dayrate of $17,000, which is substantially higher than
the average dayrate currently being generated by that vessel. The agreement to
contract provides for commencement of operations in July 2001.
 
     Spentonbush/Red Star Group Acquisition.  On May 31, 2001, we acquired a
fleet of nine ocean-going tugs and nine ocean-going tank barges and the related
coastwise transportation businesses from the Spentonbush/Red Star Group for
approximately $28 million. As part of this acquisition, we entered into a
contract of affreightment with Amerada Hess as its exclusive marine logistics
provider and coastwise transporter of petroleum products in the northeastern
United States. The contract became effective on June 1, 2001 and its initial
term continues through March 31, 2006. We also agreed to acquire the Brooklyn
marine facility of Amerada Hess where the tug and tank barge operations that we
acquired are based and from which we conduct such operations. We borrowed under
one of our former credit facilities to fund a portion of the cost of this
acquisition. The debt we incurred to partially finance the cost of the
Spentonbush/Red Star Group acquisition was repaid with a portion of the proceeds
we received from the private placement of the Series A notes.
 
     Delivery of the HOS Innovator and Signing of Multi-year Specialty Service
Contracts.  On April 27, 2001, we took delivery of the HOS Innovator, a 240'
class offshore supply vessel, which is the only U.S.-flagged offshore supply
vessel to date to receive Dynamic Positioning Class II certification from the
American Bureau of Shipping. The HOS Innovator was immediately employed under a
three-year contract with a large oilfield service company to provide support for
remotely operated vehicles, as well as inspection, maintenance, repair, subsea
intervention, trenching, diving, cargo transportation and cable- and pipe-laying
services. In addition, we recently signed a five-year contract for one of our
offshore supply vessels currently under construction that will be employed by
another large oilfield service company to support well stimulation services.
 
                             ---------------------
 
     Our principal executive offices are located at 414 North Causeway
Boulevard, Mandeville, Louisiana 70448, and our telephone number is (985)
727-2000.
 
                                        6

<PAGE>   12
 
                         SUMMARY OF THE EXCHANGE OFFER
 
     In connection with the private placement of the Series A notes, we entered
into a registration rights agreement with the initial purchasers in the private
placement in which we agreed to complete an exchange offer within 180 days after
the date we issued the Series A notes offering you the opportunity to exchange
your unregistered Series A notes for Series B notes registered under the
Securities Act of 1933. You should read the discussion under the headings
"-- Summary of the Terms of the Series B notes" beginning on page 9,
"Description of the Series B Notes" beginning on page 69 and "Exchange Offer"
beginning on page 21 for further information regarding the Series B notes, the
exchange offer and resales of the Series B notes.
 
EXCHANGE OFFER................   We are offering to exchange Series B notes for
                                 Series A notes. Series A notes may be exchanged
                                 only in $1,000 increments.
 
EXPIRATION DATE...............   The exchange offer will expire at 5:00 p.m. New
                                 York City time, on           , 2001, unless we
                                 decide to extend it.
 
CONDITION TO THE EXCHANGE
OFFER.........................   The registration rights agreement does not
                                 require us to accept outstanding notes for
                                 exchange if the exchange offer or the making of
                                 any exchange by a holder of the outstanding
                                 notes would violate any applicable law or
                                 interpretation of the staff of the Securities
                                 and Exchange Commission. A minimum aggregate
                                 principal amount of outstanding notes being
                                 tendered is not a condition to the exchange
                                 offer.
 
PROCEDURES FOR TENDERING......   To participate in the exchange offer, you must
                                 complete, sign and date the letter of
                                 transmittal, or a facsimile of the letter of
                                 transmittal, and transmit it together with all
                                 other documents required by the letter of
                                 transmittal, including the Series A notes that
                                 you wish to exchange, to Wells Fargo Bank
                                 Minnesota, National Association, as exchange
                                 agent, at the address indicated on the cover
                                 page of the letter of transmittal. In the
                                 alternative, you can tender your Series A notes
                                 by following the procedures for book-entry
                                 transfer described in this prospectus.
 
                                 If your Series A notes are held through The
                                 Depository Trust Company and you wish to
                                 participate in the exchange offer, you may do
                                 so through the automated tender offer program
                                 of The Depository Trust Company. If you tender
                                 under this program you will agree to be bound
                                 by the letter of transmittal that we are
                                 providing with this prospectus as though you
                                 had signed the letter of transmittal.
 
                                 If a broker, dealer, commercial bank, trust
                                 company or other nominee is the registered
                                 holder of your Series A notes, we urge you to
                                 contact that person promptly to tender your
                                 Series A notes in the exchange offer.
 
                                 For more information on tendering your Series A
                                 notes, please refer to the sections in this
                                 prospectus entitled "Exchange Offer -- Terms of
                                 the Exchange Offer," "-- Procedures for
                                 Tendering" and "-- Book-Entry Transfer."
 
GUARANTEED DELIVERY
PROCEDURES....................   If you wish to tender your Series A notes but
                                 are unable to deliver the required documents to
                                 the exchange agent on time, you may tender your
                                 Series A notes according to the guaranteed
                                 delivery procedures described in "Exchange
                                 Offer -- Guaranteed Delivery Procedures."
 
                                        7

<PAGE>   13
 
WITHDRAWAL OF TENDERS.........   You may withdraw your tender of Series A notes
                                 at any time before the expiration date. To
                                 withdraw your notes, you must deliver to the
                                 exchange agent at its address indicated on the
                                 cover page of the letter of transmittal, and
                                 the exchange agent must receive, a written or
                                 facsimile transmission notice of withdrawal
                                 before 5:00 p.m. New York City time on the
                                 expiration date of the exchange offer.
 
ACCEPTANCE AND DELIVERY.......   If you fulfill all conditions required for
                                 proper acceptance of Series A notes, we will
                                 accept all Series A notes that you properly
                                 tender in the exchange offer on or before 5:00
                                 p.m. New York City time on the expiration date.
                                 We will return to you without expense any
                                 Series A note that we do not accept for
                                 exchange as promptly as practicable after the
                                 expiration date. We will deliver the Series B
                                 notes as promptly as practicable after the
                                 expiration date and acceptance of the Series A
                                 notes for exchange.
 
FEES AND EXPENSES.............   We will bear all expenses related to the
                                 exchange offer.
 
USE OF PROCEEDS...............   We will not receive any additional proceeds for
                                 the issuance of the Series B notes. We are
                                 making this exchange offer solely to satisfy
                                 our obligations under a registration rights
                                 agreement.
 
FAILURE TO EXCHANGE...........   If you do not exchange your Series A notes in
                                 this exchange offer, you will no longer be able
                                 to require us to register the Series A notes
                                 under the Securities Act of 1933 except in
                                 limited circumstances provided under the
                                 registration rights agreement. In addition, you
                                 will not be able to resell, offer to resell or
                                 otherwise transfer the Series A notes unless we
                                 have registered the Series A notes under the
                                 Securities Act of 1933, or unless you resell,
                                 offer to resell or otherwise transfer them
                                 under an exemption from the registration
                                 requirements of or in a transaction not subject
                                 to the Securities Act of 1933.
 
TAX CONSIDERATIONS............   The exchange of Series B notes for Series A
                                 notes in the exchange offer should not be a
                                 taxable event for U.S. federal income tax
                                 purposes.
 
EXCHANGE AGENT................   We have appointed Wells Fargo Bank Minnesota,
                                 National Association as exchange agent for the
                                 exchange offer. You should direct questions and
                                 requests for assistance, additional copies of
                                 this prospectus, the letter of transmittal or
                                 the notice of guaranteed delivery to the
                                 exchange agent addressed as follows: 213 Court
                                 Street, Suite 902, Middletown, CT 06457,
                                 Attention: Robert Reynolds, Vice President.
                                 Eligible institutions may make requests by
                                 facsimile at (860) 704-6219.
 
                                        8

<PAGE>   14
 
                   SUMMARY OF THE TERMS OF THE SERIES B NOTES
 
     The Series B notes will be substantially identical to the Series A notes
except that the Series B notes are registered under the Securities Act of 1933,
and will not have restrictions on transfer, registration rights or provisions
for liquidated damages. The Series B notes will evidence the same debt as the
Series A notes, and the same indenture will govern the Series B notes and the
Series A notes.
 
     The following summary contains basic information about the Series B notes
and is not intended to be complete. For a more complete understanding of the
Series B notes, please refer to the section of this prospectus entitled
"Description of the Series B Notes."
 
SECURITIES OFFERED............   $175 million aggregate principal amount of
                                 10 5/8% Series B Senior Notes due 2008.
 
MATURITY......................   August 1, 2008.
 
INTEREST PAYMENT DATES........   We will pay interest on the Series B notes
                                 semi-annually in arrears on February 1 and
                                 August 1 of each year, commencing February 1,
                                 2002.
 
GUARANTEES....................   All of our subsidiaries will guarantee the
                                 Series B notes.
 
RANKING.......................   The Series B notes will be senior unsecured
                                 obligations, ranking equally in right of
                                 payment with all of our existing and future
                                 senior indebtedness and senior in right of
                                 payment to any subordinated indebtedness
                                 incurred by us in the future. The indenture
                                 pursuant to which the Series B notes will be
                                 issued will permit us and our subsidiaries to
                                 incur additional indebtedness, subject to
                                 certain conditions. The Series B notes and
                                 subsidiary guarantees will be effectively
                                 subordinated to secured indebtedness we and our
                                 subsidiaries, acting as guarantors of the
                                 Series B notes, may incur, including any
                                 indebtedness under our proposed new revolving
                                 credit facility, to the extent of the fair
                                 value of our assets and those of our
                                 subsidiaries collateralizing such indebtedness.
                                 We currently have no indebtedness outstanding
                                 effectively senior to the Series B notes or the
                                 subsidiary guarantees.
 
OPTIONAL REDEMPTION...........   We may, at our option, redeem all or a part of
                                 the Series B notes at any time on or after
                                 August 1, 2005 at the redemption prices
                                 described in this prospectus. In addition, we
                                 may, at our option, redeem up to 35% of the
                                 principal amount of the Series B notes before
                                 August 1, 2004 using the proceeds of certain
                                 equity offerings. At any time before August 1,
                                 2005, we may also redeem all or a part of the
                                 Series B notes at a redemption price equal to
                                 100% of the principal amount of the Series B
                                 notes plus the applicable premium described in
                                 this prospectus.
 
CHANGE OF CONTROL.............   If we experience a change of control, any
                                 noteholder may require us to repurchase all or
                                 a part of its Series B notes for cash at 101%
                                 of the principal amount of the Series B notes.
 
CERTAIN COVENANTS.............   The indenture for the Series B notes contains
                                 certain covenants that, among other things,
                                 limit our ability and that of certain of our
                                 subsidiaries to:
 
                                 - incur additional indebtedness,
 
                                 - pay dividends or make other distributions,
 
                                        9

<PAGE>   15
 
                                 - purchase equity interests or redeem
                                   subordinated indebtedness early,
 
                                 - create liens on our assets to secure debt,
 
                                 - enter into transactions with affiliates,
 
                                 - issue or sell capital stock of our
                                   subsidiaries,
 
                                 - engage in sale-and-leaseback transactions and
 
                                 - sell assets or merge or consolidate with
                                   another company.
 
                                 All of these limitations are subject to a
                                 number of important qualifications. A more
                                 complete description of these covenants may be
                                 found under the heading "Description of the
                                 Series B Notes."
 
ORIGINAL ISSUE DISCOUNT.......   The outstanding Series A notes were issued
                                 subject to an original issue discount and the
                                 Series B notes will continue to be subject to
                                 an original issue discount for federal income
                                 tax purposes. You should be aware that accrued
                                 original issue discount will be included
                                 periodically in your gross income for federal
                                 income tax purposes. Please see "United States
                                 Federal Income Tax Consequences."
 
NO EXISTING PUBLIC MARKET.....   The Series B notes will be freely transferable
                                 under U.S. federal securities laws, but there
                                 is currently no public market for our
                                 securities, including the notes. We can provide
                                 no assurance that any market for the Series B
                                 notes will develop or if a market does develop
                                 that it will offer any significant opportunity
                                 of liquidity.
 
                                  RISK FACTORS
 
     See "Risk Factors" beginning on page 14 for a discussion of certain factors
you should consider before participating in the exchange offer.
 
                                        10

<PAGE>   16
 
                     HORNBECK-LEEVAC MARINE SERVICES, INC.
 
                         SUMMARY FINANCIAL INFORMATION
                 (IN THOUSANDS, EXCEPT RATIOS AND VESSEL DATA)
 
     The following table presents summary financial information regarding our
company, which should be read in conjunction with, and is qualified in its
entirety by reference to, our historical consolidated financial statements and
notes to those statements, our pro forma condensed consolidated financial
statements, as adjusted, and notes to those statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this prospectus.
 
     The summary pro forma condensed consolidated financial information gives
effect to the acquisition of tugs and tank barges from the Spentonbush/Red Star
Group and the application of the net proceeds from the private placement of the
Series A notes as described in "Prospectus Summary -- The Private Placement and
Use of Proceeds." The pro forma statements of operations are presented as if the
Spentonbush/Red Star Group acquisition and the private placement of the Series A
notes had occurred on January 1, 2000. In addition, the pro forma statements of
operations include certain acquisition and offering adjustments, among others,
to reflect:
 
     - increased revenues related to the new rate structure under our contract
       of affreightment with Amerada Hess;
 
     - reduced operating expenses related to the capitalization of drydocking
       expenditures, previously classified as operating expenses by Amerada
       Hess, to conform with our accounting policy of generally amortizing these
       capitalized expenditures over a 30 or 60 month period; and
 
     - increased interest expense related to the issuance of the Series A notes
       and increased depreciation expense associated with the tugs and tank
       barges acquired from the Spentonbush/Red Star Group at the allocated
       purchase price based on the fair value of the acquired vessels.
 
     The pro forma balance sheets are presented as if the private placement of
the Series A notes had occurred on June 30, 2001.
 
     The pro forma financial information does not give effect to any
contribution from the HOS Innovator or the anticipated delivery of five
additional offshore supply vessels except for the two months of actual
operations of the HOS Innovator that is included only in the six months ended
June 30, 2001. The five additional offshore supply vessels are scheduled to be
delivered as follows: one in October 2001, one in January 2002, one in March
2002 and two in April 2002. The HOS Innovator and the HOS Blue Ray, to be
delivered in October 2001, are contracted for three and five years,
respectively. We believe, based on current market supply and demand conditions,
that the other four vessels will be fully utilized. In addition, based on
current dayrates for comparable vessels and current customer inquiries, we
believe dayrates in the range of $12,500 to $15,000 or more would be achieved
for each of these vessels and that long-term contracts at such rates would be
available. We are currently bidding contracts at rates exceeding this range,
particularly contracts for specialty service applications.
 
                                        11

<PAGE>   17
 

<Table>
<Caption>
                                           YEAR ENDED DECEMBER 31,             SIX MONTHS ENDED JUNE 30,
                                      ---------------------------------   ------------------------------------
                                                             PRO FORMA                              PRO FORMA
                                            ACTUAL          AS ADJUSTED           ACTUAL           AS ADJUSTED
                                      -------------------   -----------   ----------------------   -----------
                                        1999       2000        2000         2000        2001          2001
                                      --------   --------   -----------   --------   -----------   -----------
                                                            (UNAUDITED)              (UNAUDITED)
<S>                                   <C>        <C>        <C>           <C>        <C>           <C>
STATEMENT OF OPERATIONS DATA:
Revenue.............................  $ 25,723   $ 36,102   $   78,198    $ 16,319    $ 25,694     $   46,201
Operating expenses..................    17,275     20,410       48,693       9,926      11,517         24,672
General and administrative
  expenses..........................     2,467      3,355        7,884       1,451       3,740          5,425
Operating income....................     5,981     12,337       21,621       4,942      10,437         16,104
Interest expense....................     5,092      7,911       20,279       4,217       2,565         10,139
Other income (expense)(1)...........       (20)      (138)        (134)          3          --              2
Income before income taxes..........       869      4,288        1,208         728       7,872          5,967
Income tax expense..................      (341)    (1,550)        (426)       (264)     (2,992)        (2,211)
Net income..........................       528(2)    2,738         782         464       4,880          3,756
OTHER FINANCIAL DATA AND RATIOS
  (UNAUDITED):
EBITDA(3)...........................  $  9,685   $ 17,363   $   30,904    $  7,410    $ 13,412     $   20,692
Cash interest.......................     4,495      7,145       18,594       3,593       4,415          9,625
Capital expenditures................    42,293     16,224       16,224       3,003      56,895         56,895
Depreciation and amortization.......     3,724      5,164        9,417       2,465       2,975          4,586
Ratio of EBITDA to cash
  interest(4).......................       2.2x       2.4x         1.7x        2.1x        3.0x          2.1x
Ratio of earnings to fixed
  charges(5)(6).....................       N/A        1.4x         N/A         1.1x        2.7x          1.4x
OTHER OPERATING DATA (UNAUDITED):
Offshore Supply Vessels:
  Average number....................       4.1        6.8          6.8         6.6         7.4            7.4
  Average utilization rate(7).......      93.1%      93.4%        93.4%       88.0%       98.8%          98.8%
  Average dayrate(8)................  $  6,724   $  8,435   $    8,435    $  7,741    $ 11,044     $   11,044
Tugs and Tank Barges:
  Average number of tank
    barges(9).......................       7.1        7.0         16.0         7.0         8.5           16.0
  Average fleet capacity
    (barrels)(9)....................   434,861    451,655    1,130,727     451,655     564,834      1,130,727
  Average barge size (barrels)(9)...    61,464     64,522       70,670      64,522      65,547         70,670
  Average utilization rate(7).......      73.9%      71.4%        79.8%       68.6%       84.0%          88.8%
  Average dayrate(10)...............  $  8,482   $  8,982   $   12,189    $  9,311    $  8,656     $   11,795
BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents...........  $  6,144   $ 32,988          N/A    $  3,209    $ 22,026     $   62,509
Property, plant and equipment,
  net...............................    85,700     98,935          N/A      86,618     153,356        153,356
Total assets........................   103,486    147,148          N/A     104,278     193,970        240,953
Total debt..........................    83,954     89,391          N/A      85,726     125,822        175,967(11)
Total stockholders' equity(12)......    13,480     49,745          N/A      13,944      54,625         54,625
</Table>

 
---------------
 
 (1) Includes interest income and other operating expenses.
 
 (2) Excludes a net write off of $108 related to a cumulative effect of change
     in accounting principles for start-up costs.
 
 (3) EBITDA is earnings before interest expense, provision for income taxes,
     depreciation and amortization. EBITDA is presented as it is commonly used
     by certain investors to analyze and compare operating performance and to
     determine a company's ability to service or incur debt. EBITDA should not
     be considered in isolation or as a substitute for net income, cash flow or
     other income or cash flow data or as a measure of a company's profitability
     or liquidity and is not a measure calculated in accordance with generally
     accepted accounting principles. EBITDA is not necessarily comparable with
     similarly titled measures reported by other companies.
 
                                        12

<PAGE>   18
 
 (4) Calculated as EBITDA divided by cash interest. For purposes of calculating
     the ratio of EBITDA to cash interest, EBITDA consists of the components
     discussed in footnote (3) above.
 
 (5) Calculated as earnings divided by fixed charges. For purposes of
     calculating the ratio of earnings to fixed charges, earnings consists of
     earnings before cumulative effect of change in accounting principle and
     fixed charges consists of interest expense, including capitalized interest,
     and a portion of rent considered to represent interest cost and
     amortization of debt discount and issuance costs.
 
 (6) Earnings were insufficient to cover fixed charges by $756 at December 31,
     1999 and $1,726 for the pro forma as adjusted at December 31, 2000.
 
 (7) Utilization rates are average rates based on a 365-day year. Vessels are
     considered utilized when they are generating revenues.
 
 (8) Average dayrates represent average revenue per day, which includes charter
     hire and brokerage revenue, based on the number of days during the period
     that the offshore supply vessels generated revenue.
 
 (9) Excludes from pro forma, as adjusted amounts, the effect of one tank barge
     that was not purchased from the Spentonbush/Red Star Group.
 
(10) Average dayrates represent average revenue per day, including time
     charters, revenues generated on a per-barrel-transported basis, demurrage,
     shipdocking and fuel surcharge revenue, based on the number of days during
     the period that the tank barges generated revenue.
 
(11) Excludes original issue discount associated with the Series A notes in the
     amount of $3,162.
 
(12) On August 9, 2001, we were notified by our warrantholders that they intend
     to sell their outstanding warrants. We have exercised a right of first
     offer to purchase the outstanding warrants for an aggregate purchase price
     of $14.5 million. To finance the repurchase of the warrants, we intend to
     offer to each of our existing stockholders an opportunity to purchase its
     pro rata share of 5,509,434 shares of our common stock at a price of $2.65
     per share. We have received a signed subscription agreement from one of our
     stockholders pursuant to which that stockholder has been issued 273,585
     shares of our common stock for a total purchase price of $725,000. We used
     these proceeds to pay the non-refundable deposit to the warrantholders as a
     deposit toward the repurchase of the warrants. The stockholder has also
     agreed to purchase the balance of the offered shares not subscribed for by
     our other existing stockholders.
 
     Pro forma information does not include approximately $2.95 million of
extraordinary loss due to the write-off of unamortized deferred financing costs
from early extinguishment of debt through the use of proceeds of the private
placement of the Series A notes.
 
                                        13

<PAGE>   19
 
                                  RISK FACTORS
 
     In considering whether to participate in the exchange offer, you should
carefully read and consider the risks described below, together with all of the
information we have included in this prospectus.
 
RISKS RELATING TO OUR BUSINESS
 
DEMAND FOR OUR SERVICES SUBSTANTIALLY DEPENDS ON THE LEVEL OF ACTIVITY IN
OFFSHORE OIL AND GAS EXPLORATION, DEVELOPMENT AND PRODUCTION.
 
     The level of offshore oil and gas exploration, development and production
activity has historically been volatile and is likely to continue to be so in
the future. The level of activity is subject to large fluctuations in response
to relatively minor changes in a variety of factors that are beyond our control,
including:
 
     - prevailing oil and gas prices and expectations about future prices and
       price volatility,
 
     - the cost of exploring for, producing and delivering oil and gas offshore,
 
     - worldwide demand for energy and other petroleum products,
 
     - availability and rate of discovery of new oil and gas reserves in
       offshore areas,
 
     - local and international political and economic conditions and policies,
 
     - technological advances affecting energy production and consumption,
 
     - weather conditions,
 
     - environmental regulation and
 
     - the ability of oil and gas companies to generate or otherwise obtain
       funds for capital.
 
We expect levels of oil and gas exploration, development and production activity
to continue to be volatile and affect the demand for our offshore supply
vessels.
 
     A prolonged material downturn in oil and natural gas prices is likely to
cause a substantial decline in expenditures for exploration, development and
production activity. Lower levels of expenditure and activity result in a
corresponding decline in the demand for offshore supply vessels. Moreover, our
offshore supply vessel operations are currently conducted only in the Gulf of
Mexico and are therefore dependent on levels of activity in that region, which
may from time to time differ from levels of activity in other regions of the
world.
 
     Increases in oil and gas prices and higher levels of expenditure by oil and
gas companies for exploration, development and production may not result in
increased demand for our offshore supply vessels. Demand for deepwater offshore
supply vessels is strong at this time, the existing deepwater industry fleet is
functioning near maximum operational levels and offshore drilling activity has
increased over the last two years, in part based on new recovery methods and
deepwater drilling programs, but industry participants have also announced
construction of approximately twenty new vessels, including the five vessels we
have under construction. An increase in the capacity of the offshore supply
vessel industry, whether through new construction, refurbishment or conversion
of vessels from other uses, could not only lower charter rates, which would
adversely affect our revenues and profitability, but could also worsen the
impact of any downturn in oil and gas prices on our results of operations and
financial condition.
 
THE CONSOLIDATION OR LOSS OF COMPANIES THAT CHARTER OUR OFFSHORE SUPPLY VESSELS
COULD ADVERSELY AFFECT DEMAND FOR OUR VESSELS AND REDUCE OUR REVENUES.
 
     Oil and gas operators and drilling contractors have undergone substantial
consolidation in the last few years and additional consolidation is likely.
Consolidation results in fewer companies to charter our vessels. Also, merger
activity among both major and independent oil and gas companies affects
exploration, development and production activity as the consolidated companies
integrate operations to increase efficiency and reduce costs. Less promising
exploration and development projects of the combined company may be dropped or
delayed. Such activity may result in an exploration and development budget for
the combined
                                        14

<PAGE>   20
 
company that is lower than the total budget of both companies before
consolidation, adversely affecting demand for our vessels and reducing our
revenues.
 
INTENSE COMPETITION IN THE OFFSHORE SUPPLY VESSEL INDUSTRY COULD RESULT IN
REDUCED PROFITABILITY AND LOSS OF MARKET SHARE FOR US.
 
     Contracts for our vessels are generally awarded on a competitive basis, and
competition is intense. The most important factors determining whether a
contract will be awarded include:
 
     - availability and capability of the vessels,
 
     - ability to meet the customer's schedule,
 
     - price,
 
     - safety record,
 
     - reputation and
 
     - experience.
 
Many of our major competitors are diversified multinational companies. These
companies have substantially greater financial resources and substantially
larger operating staffs than we do. They may be better able to compete in making
vessels available more quickly and efficiently, meeting the customer's schedule
and withstanding the effect of declines in market prices. They may also be
better able to weather a downturn in the oil and gas industry. As a result, we
could lose customers and market share to these competitors.
 
FUTURE RESULTS OF OPERATIONS DEPEND UPON SUCCESSFUL COMPLETION OF THE VESSELS WE
CURRENTLY HAVE UNDER CONSTRUCTION AND UTILIZATION AT PROFITABLE LEVELS OF THESE
AND THE OTHER VESSELS IN OUR FLEET.
 
     We currently have five new offshore supply vessels under construction. Our
vessel construction projects are subject to the risks of delay and cost overruns
inherent in any large construction project, including shortages of equipment,
unforeseen engineering problems, work stoppages, weather interference,
unanticipated cost increases, inability to obtain necessary certifications and
approvals and shortages of materials or skilled labor. Significant delays could
have a material adverse effect on anticipated contract commitments with respect
to vessels under construction, and significant cost overruns or delays could
adversely affect our financial condition and results of operations. Moreover,
customer demand for vessels currently under construction may not be as strong as
we presently anticipate, and our inability to obtain contracts on anticipated
terms or at all may have a material adverse effect on our expected financial
results. In addition, our vessels are typically chartered to provide services to
a specified drilling rig. A delay in the availability of the drilling rig to our
customer may have an adverse impact on our utilization of the contracted vessel
and thus on our financial condition and results of operations.
 
FUTURE GROWTH DEPENDS ON IDENTIFICATION, COMPLETION AND SUCCESSFUL INTEGRATION
OF ACQUISITIONS.
 
     We recently completed the acquisition of the Spentonbush/Red Star Group
business, including the tug and tank barge fleet, and regularly consider
possible acquisitions of single vessels, vessel fleets and businesses that
complement our existing operations. Consummation of such acquisitions is
typically subject to the negotiation of definitive agreements and various other
conditions, some of which may be beyond our control. We can give no assurance
that we will be able to identify desirable acquisition candidates or that we
will be successful in entering into definitive agreements on terms we regard as
favorable or satisfactory. Moreover, even if we do enter into a definitive
acquisition agreement, the related acquisition may not thereafter be completed.
We may be unable to integrate any particular acquisition into our operations
successfully, including the recent acquisition of the Spentonbush/Red Star
Group, or realize the anticipated benefits of the acquisition. The process of
integrating acquired operations into our own may result in unforeseen operating
difficulties, may absorb significant management attention and may require
significant financial resources that would otherwise be available for the
ongoing development or expansion of our existing operations. Future
 
                                        15

<PAGE>   21
 
acquisitions could result in the incurrence of additional indebtedness and
liabilities, which could have a material adverse effect on our financial
condition and results of operations.
 
REVENUES FROM OUR TUG AND TANK BARGE SERVICES COULD BE ADVERSELY AFFECTED BY A
DECLINE IN DEMAND FOR DOMESTIC REFINED PETROLEUM PRODUCTS AND CRUDE OIL OR A
CHANGE IN EXISTING METHODS OF DELIVERY IN RESPONSE TO CERTAIN CONDITIONS THAT
MAY DEVELOP.
 
     A reduction in domestic consumption of refined petroleum products or crude
oil may adversely affect the revenues of our tug and tank barge services and
therefore our financial condition and results of operation. Weather conditions
also affect demand for our tug and tank barge services. For example, a mild
winter may reduce demand for heating oil in the northeastern United States.
Moreover, alternative methods of delivery of refined petroleum products or crude
oil may develop as a result of insufficient availability of tug and tank barge
services, the cost of compliance with environmental regulations or increased
liabilities connected with the transportation of refined petroleum products and
crude oil.
 
CONSTRUCTION OF ADDITIONAL REFINED PETROLEUM PRODUCT PIPELINES WOULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR REVENUES.
 
     Long-haul transportation of refined petroleum products and crude oil is
generally less costly by pipeline than by tank barge. Existing pipeline systems
are either insufficient to meet demand in or do not reach all of the markets
served by our tank barges. While we believe that high capital costs, tariff
regulation and environmental considerations discourage any building in the near
future of new pipelines or pipeline systems capable of carrying significant
amounts of refined petroleum products or crude oil, new pipeline segments may be
built or existing pipelines converted to carry such products. Such activity
could have an adverse effect on our ability to compete in particular markets.
 
WE ARE SUBJECT TO COMPLEX LAWS AND REGULATIONS, INCLUDING ENVIRONMENTAL
REGULATIONS, THAT CAN ADVERSELY AFFECT THE COST, MANNER OR FEASIBILITY OF DOING
BUSINESS.
 
     Increasingly stringent federal, state and local laws and regulations
governing worker health and safety and the manning, construction and operation
of vessels significantly affect our operations. Many aspects of the marine
industry are subject to extensive governmental regulation by the United States
Coast Guard, the National Transportation Safety Board and the United States
Customs Service and to regulation by private industry organizations such as the
American Bureau of Shipping. The Coast Guard and the National Transportation
Safety Board set safety standards and are authorized to investigate vessel
accidents and recommend improved safety standards. The Customs Service is
authorized to inspect vessels at will. Our operations are also subject to
federal, state, local and international laws and regulations that control the
discharge of pollutants into the environment or otherwise relate to
environmental protection. Compliance with such laws, regulations and standards
may require installation of costly equipment or operational changes. Failure to
comply with applicable laws and regulations may result in administrative and
civil penalties, criminal sanctions or the suspension or termination of our
operations. Some environmental laws impose strict liability for remediation of
spills and releases of oil and hazardous substances, which could subject us to
liability without regard to whether we were negligent or at fault. These laws
and regulations may expose us to liability for the conduct of or conditions
caused by others, including charterers. Moreover, these laws and regulations
could change in ways that substantially increase our costs. We cannot be certain
that existing laws, regulations or standards, as currently interpreted or
reinterpreted in the future, or future laws, regulations and standards will not
harm our business, results of operations and financial condition. For more
information, see "Business -- Environmental and Other Governmental Regulation."
 
     We are also subject to the Merchant Marine Act, 1936, which provides that,
upon proclamation by the President of a national emergency or a threat to the
security of the national defense, the Secretary of Transportation may
requisition or purchase any vessel or other watercraft owned by United States
citizens (which includes United States corporations), including vessels under
construction in the United States. If one of our offshore supply vessels, tugs
or tank barges were purchased or requisitioned by the federal government under
this law, we would be entitled to be paid the fair market value of the vessel in
the case of a purchase or,
                                        16

<PAGE>   22
 
in the case of a requisition, the fair market value of charter hire. However, if
one of our tugs is requisitioned or purchased and its associated tank barge is
left idle, we would not be entitled to receive any compensation for the lost
revenues resulting from the idled barge. We would also not be entitled to be
compensated for any consequential damages we suffer as a result of the
requisition or purchase of any of our offshore supply vessels, tugs or tank
barges. We cannot be certain that the purchase or the requisition for an
extended period of time of one or more of our offshore supply vessels, tugs or
tank barges would not harm our business, results of operations and financial
condition.
 
     Finally, we are subject to the Merchant Marine Act of 1920, commonly
referred to as the Jones Act. The Jones Act requires that vessels used to carry
cargo between U.S. ports be owned and operated by U.S. citizens. To ensure that
we are determined to be a U.S. citizen as defined under these laws, our
certificate of incorporation contains certain restrictions on the ownership of
our capital stock by foreigners and establishes certain mechanisms to maintain
compliance with these laws. If we are determined at any time not to be in
compliance with these citizenship requirements, our vessels would become
ineligible to engage in the coastwise trade in U.S. domestic waters, and our
business and operating results would be adversely affected.
 
OUR BUSINESS INVOLVES MANY OPERATING RISKS THAT MAY DISRUPT OUR BUSINESS OR
OTHERWISE RESULT IN SUBSTANTIAL LOSSES, AND INSURANCE MAY BE UNAVAILABLE OR
INADEQUATE TO PROTECT US AGAINST THESE RISKS.
 
     Tugs, tank barges and offshore supply vessels are subject to operating
risks such as catastrophic marine disaster, adverse weather and sea conditions,
mechanical failure, collisions, oil and hazardous substance spills, navigation
errors and acts of God, war and terrorism. The occurrence of any of these events
may result in damage to or loss of our vessels and their tow or cargo or other
property and injury to passengers and personnel. If any of these events were to
occur, we could be exposed to liability for resulting damages. Affected vessels
may also be removed from service and thus be unavailable for income-generating
activity. We maintain insurance coverage at levels and against risks we believe
are customary in the industry, but we may be unable to renew such coverage in
the future at commercially reasonable rates. Moreover, existing or future
coverage may not be adequate to cover claims that may arise.
 
THE LOSS OF OUR CONTRACT OF AFFREIGHTMENT WITH AMERADA HESS CORPORATION OR THE
EARLY TERMINATION OF ANY CONTRACTS ON OUR OFFSHORE SUPPLY VESSELS COULD HAVE AN
ADVERSE EFFECT ON OUR OPERATIONS.
 
     The revenues we derive from our long-term contract of affreightment with
Amerada Hess constitute a significant portion of our total revenues. Under the
terms of the contract of affreightment, we are required to meet certain
performance criteria and, if we fail to meet such criteria, Amerada Hess would
be entitled to terminate the contract. We can provide no assurance that we will
be able to fulfill our performance obligations under the contract of
affreightment, and a decision by Amerada Hess to terminate the contract of
affreightment could adversely affect our financial condition and results of
operations. Our contract of affreightment provides for minimum annual cargo
volume to be transported and allows Amerada Hess to reduce its minimum
commitment, subject to a significant adjustment penalty. Certain of the
contracts for our offshore supply vessels contain early termination options in
favor of the customer, some with substantial early termination penalties
designed to discourage the customers from exercising such options. We cannot
assure that our customers would not choose to exercise their termination rights
in spite of such penalties. Any such early termination could adversely affect
our financial condition and results of operations.
 
FUTURE RESULTS OF OPERATIONS DEPEND ON THE LONG-TERM FINANCIAL STABILITY OF OUR
CUSTOMERS.
 
     Many of our offshore supply vessels are subject to long-term full
utilization contracts. We enter into such long-term contracts with our customers
based on a credit assessment at the time of execution. Our financial condition
in any period may therefore depend on the long-term stability and
creditworthiness of our customers. We can provide no assurance that our
customers will fulfill their obligations under our long-term contracts and the
insolvency or other failure of a customer to fulfill its obligations under a
long-term contract could adversely affect our financial condition and results of
operations.
 
                                        17

<PAGE>   23
 
WE HAVE HIGH LEVELS OF FIXED COSTS THAT WILL BE INCURRED REGARDLESS OF OUR LEVEL
OF BUSINESS ACTIVITY.
 
     Our business has high fixed costs, and downtime or low productivity due to
reduced demand, weather interruptions or other causes can have a significant
negative effect on our operating results.
 
WE DEPEND ON ATTRACTING AND RETAINING QUALIFIED, SKILLED EMPLOYEES TO OPERATE
OUR BUSINESS AND PROTECT OUR BUSINESS KNOW-HOW.
 
     Our results of operations depend in part upon our business know-how. We
believe that protection of our know-how depends in large part on our ability to
attract and retain highly skilled and qualified personnel. Any inability we
experience in the future to hire, train and retain a sufficient number of
qualified employees could impair our ability to manage and maintain our business
and to protect our know-how.
 
     We require skilled employees who can perform physically demanding work. As
a result of the volatility of the oil and gas industry and the demanding nature
of the work, potential employees may choose to pursue employment in fields that
offer a more desirable work environment at wage rates that are competitive with
ours. With a reduced pool of workers, it is possible that we will have to raise
wage rates to attract workers from other fields and to retain our current
employees. If we are not able to increase our service rates to our customers to
compensate for wage-rate increases, our operating results may be adversely
affected.
 
OUR EMPLOYEES ARE COVERED BY FEDERAL LAWS THAT MAY SUBJECT US TO JOB-RELATED
CLAIMS IN ADDITION TO THOSE PROVIDED BY STATE LAWS.
 
     Some of our employees are covered by provisions of the Jones Act, the Death
on the High Seas Act and general maritime law. These laws typically operate to
make liability limits established by state workers' compensation laws
inapplicable to these employees and to permit these employees and their
representatives to pursue actions against employers for job-related injuries in
federal courts. Because we are not generally protected by the limits imposed by
state workers' compensation statutes, we may have greater exposure for any
claims made by these employees.
 
OUR SUCCESS DEPENDS ON KEY MEMBERS OF OUR MANAGEMENT, THE LOSS OF WHOM COULD
DISRUPT OUR BUSINESS OPERATIONS.
 
     We depend to a large extent on the business know-how, efforts and continued
employment of our executive officers and key management personnel. The loss of
services of one or more of our executive officers or key management personnel
could have a negative impact on our operations.
 
RISKS RELATING TO THE EXCHANGE OFFER AND THE SERIES B NOTES
 
IF YOU DO NOT PROPERLY TENDER YOUR SERIES A NOTES, YOU WILL CONTINUE TO HOLD
UNREGISTERED SECURITIES SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER.
 
     We will only issue Series B notes in exchange for Series A notes that you
timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the Series A notes and you should carefully follow the
instructions on how to tender your Series A notes. Neither we nor the exchange
agent is required to tell you of any defects or irregularities with respect to
your tender of Series A notes.
 
     If you do not exchange your Series A notes for Series B notes pursuant to
the exchange offer, the Series A notes you hold will continue to be subject to
the existing transfer restrictions. In general, you may not offer or sell the
Series A notes except under an exemption from, or in a transaction not subject
to, the Securities Act of 1933 and applicable state securities laws. We do not
plan to register Series A notes under the Securities Act of 1933 unless our
registration rights agreement with the initial purchasers of the Series A notes
requires us to do so. Further, if you continue to hold any Series A notes after
the exchange offer is consummated, you may have difficulty selling them because
there will be fewer Series A notes outstanding.
 
                                        18

<PAGE>   24
 
IF AN ACTIVE TRADING MARKET DOES NOT DEVELOP FOR THE SERIES B NOTES, YOU MAY BE
UNABLE TO SELL THE SERIES B NOTES OR TO SELL THE SERIES B NOTES AT A PRICE
SATISFACTORY TO YOU.
 
     The Series B notes will be new securities for which there currently is no
established trading market. Although we are registering the Series B notes under
the Securities Act of 1933, we do not intend to apply for listing of the Series
B notes on any securities exchange or for quotation of the Series B notes in any
automated dealer quotation system. In addition, although the initial purchasers
of the Series A notes have informed us that they intend to make a market in the
Series B notes after the exchange offer, the initial purchasers may stop making
a market at any time. Finally, if a large number of holders of Series A notes do
not tender Series A notes or tender Series A notes improperly, the limited
amount of Series B notes that would be issued and outstanding after we
consummate the exchange offer could adversely affect the development of a market
for these Series B notes.
 
YOUR RIGHT TO RECEIVE PAYMENTS ON THE SERIES B NOTES WILL BE EFFECTIVELY JUNIOR
TO OUR FUTURE INDEBTEDNESS TO THE EXTENT OF THE VALUE OF ANY ASSETS
COLLATERALIZING SUCH INDEBTEDNESS.
 
     The Series B notes will effectively rank behind any secured indebtedness we
may incur, to the extent of the fair value of the assets which collateralize
such indebtedness, including our proposed new senior secured revolving credit
facility described under the heading "Description of Certain Indebtedness" in
this prospectus. Upon any distribution to our creditors or the creditors of our
subsidiaries in a bankruptcy, liquidation or reorganization or similar
proceeding relating to us, our subsidiaries or our respective property, the
holders of our secured debt will be entitled to be paid in cash, to the extent
of the fair value of the assets collateralizing such debt, before any payment
may be made with respect to the notes.
 
     If we, our subsidiaries or our respective properties undergo a bankruptcy,
liquidation or reorganization or similar proceeding, holders of the notes will
participate with our trade creditors and all other holders of our senior
unsecured indebtedness in the assets remaining. In any of these events, we may
not have sufficient funds to pay all of our creditors, and holders of the notes
may receive less, ratably, than the holders of secured debt.
 
WE AND OUR SUBSIDIARIES ARE NOT FULLY PROHIBITED FROM INCURRING SUBSTANTIALLY
MORE DEBT, AND SUCH DEBT WILL BE EFFECTIVELY SENIOR TO THE SERIES B NOTES TO THE
EXTENT IT IS COLLATERALIZED BY OUR ASSETS.
 
     The terms of the indenture governing the Series B notes do not fully
prohibit us or our subsidiaries from incurring substantial additional secured or
unsecured indebtedness in the future. We used a substantial portion of the
proceeds we received from the private placement of the Series A notes to repay
all our outstanding indebtedness under then existing credit facilities. We have
received and are evaluating a commitment letter for a senior secured revolving
credit facility that initially will provide for available borrowings of up to
$25 million. All or substantially all of our future borrowings under this
facility will be effectively senior to the Series B notes to the extent of the
fair value of the assets collateralizing any such borrowings. If we add new debt
to our and our subsidiaries' current debt levels, the related risks that we and
they now face could intensify.
 
WE ARE A HOLDING COMPANY AND WILL RELY ON OUR SUBSIDIARIES FOR FUNDS NECESSARY
TO MEET OUR FINANCIAL OBLIGATIONS, INCLUDING THE SERIES B NOTES.
 
     We conduct all of our activities through our subsidiaries. We will depend
on those subsidiaries for dividends and other payments to generate the funds
necessary to meet our financial obligations, including the payment of principal
and interest on the notes. We cannot assure you that the earnings from, or other
available assets of, these operating subsidiaries will be sufficient to enable
us to pay principal or interest on the Series B notes when due.
 
ALTHOUGH THE OCCURRENCE OF SPECIFIC CHANGE OF CONTROL EVENTS AFFECTING US WILL
PERMIT YOU TO REQUIRE US TO REPURCHASE YOUR SERIES B NOTES, WE MAY NOT BE ABLE
TO REPURCHASE YOUR SERIES B NOTES.
 
     Upon the occurrence of specific change of control events affecting us, you
will have the right to require us to repurchase your Series B notes at 101% of
their principal amount, plus accrued and unpaid interest and
                                        19

<PAGE>   25
 
liquidated damages, if any. Our ability to repurchase your Series B notes upon
such a change of control event would be limited by our access to funds at the
time of the repurchase and the terms of our debt agreements. Upon a change of
control event, we may be required immediately to repay the outstanding
principal, any accrued interest on and any other amounts owed by us under any
credit facilities we may have at the time of such event. The source of funds for
these repayments would be our available cash or cash generated from other
sources. We cannot assure you that we will have sufficient funds available upon
a change of control to make any required repurchases of tendered Series B notes.
 
A COURT MAY AVOID OR SUBORDINATE A GUARANTEE OF THE SERIES B NOTES BY OUR
SUBSIDIARIES TO THE EXTENT THE GUARANTEE IS DETERMINED TO BE A FRAUDULENT
CONVEYANCE.
 
     Our obligations under the Series B notes will be guaranteed on a general
unsecured basis by our subsidiaries. Various fraudulent conveyance laws have
been enacted for the protection of creditors and may be used by a court to
subordinate or avoid any guarantee issued by one or all of our subsidiaries. It
is also possible that under certain circumstances a court could hold that the
direct obligations of a subsidiary would be superior to the obligations under
its guarantee of the Series B notes. Generally, if a court determines that
 
     - any of our subsidiaries guaranteed our obligations with the intent of
       hindering, delaying or otherwise defrauding a creditor or did not receive
       fair consideration or a reasonably equivalent value for issuing the
       guarantee and
 
     - the subsidiary was insolvent or engaged or about to engage in activity
       that could render it insolvent
 
The court may avoid or subordinate the guarantee in favor of the subsidiary's
other obligations. A subsidiary may be considered insolvent if the sum of its
debts is greater than its assets, at a fair valuation, or the present fair
salable value of its assets is less than the amount required to pay the probable
liability on its aggregate existing debts and liabilities as they become
absolute and matured. We can give no assurance regarding the standards a court
would use to determine whether a subsidiary was solvent at the relevant time or
whether a guarantee would be otherwise avoided or subordinated. If a subsidiary
guarantee is avoided as a fraudulent conveyance or held unenforceable for any
other reason, a holder of notes would not have any claim against the subsidiary,
but would be a creditor solely of the company.
 
YOU WILL BE REQUIRED TO INCLUDE ORIGINAL ISSUE DISCOUNT IN ORDINARY INCOME FOR
FEDERAL INCOME TAX PURPOSES.
 
     The Series A notes were issued subject to original issue discount and the
Series B notes will continue to be subject to original issue discount. You will
be required to include original issue discount in ordinary income for federal
income tax purposes as it accrues before you receive cash payments representing
such income, regardless of your method of accounting. If a bankruptcy case is
commenced by or against us after the issuance of the Series B notes, the claim
of a holder of the Series B notes may be limited to an amount equal to the sum
of:
 
     - the initial offering price allocable to the Series B notes; plus
 
     - stated interest and original issue discount that has accrued on the
       Series B notes as of the date of any bankruptcy filing; less
 
     - any payments made on the Series B notes before the bankruptcy filing.
 
                                        20

<PAGE>   26
 
                                 EXCHANGE OFFER
 
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
 
     In connection with the issuance of the Series A notes, we entered into a
registration rights agreement. Under the registration rights agreement, we
agreed to:
 
     - file within 60 days after the original issuance of the Series A notes a
       registration statement with the Securities and Exchange Commission with
       respect to a registered offer to exchange each Series A note for a Series
       B note having terms substantially identical to the Series A notes except
       that the Series B notes will not be subject to transfer restrictions;
 
     - use our best efforts to cause the registration statement to be declared
       effective under the Securities Act of 1933 within 150 days after the
       original issuance of the Series A notes;
 
     - offer the Series B notes in exchange for surrender of the Series A notes,
       promptly following the effectiveness of the registration statement; and
 
     - keep the exchange offer open for not less than 20 business days (or
       longer if required by applicable law) after the date notice of the
       exchange offer is mailed to the holders of the Series A notes.
 
     We have fulfilled the agreements described in the first two of the
preceding bullet points and are offering eligible holders of the Series A notes
the opportunity to exchange their Series A notes for Series B notes registered
under the Securities Act of 1933. Holders are eligible if they are not
prohibited by any law or policy of the Securities and Exchange Commission from
participating in this exchange offer. The Series B notes will be substantially
identical to the Series A notes, except that the Series B notes will not contain
terms with respect to transfer restrictions, registration rights or liquidated
damages.
 
     We have agreed in certain circumstances to use our best efforts to cause
the Securities and Exchange Commission to declare effective a shelf registration
statement for the resale of outstanding notes. We also agreed to use our best
efforts to keep the shelf registration statement effective for up to two years
after its effective date. We are required to do so if:
 
     - applicable interpretations of the staff of the Commission do not permit
       us to effect the exchange offer or
 
     - certain holders are prohibited by law or Commission policy from
       participating in the exchange offer or may not resell the Series B notes
       acquired by them in the exchange offer to the public without delivering a
       prospectus and this prospectus is not available for such resales.
 
     We have also agreed, with certain exceptions, to pay liquidated damages to
holders of Series A notes upon the occurrence of any of the following events:
 
     - if the exchange offer is not consummated on or before the 180th day after
       the original issuance of the Series A notes;
 
     - if we fail to file a shelf registration statement with the Commission on
       or prior to the 60th day after the date on which the obligation to file a
       shelf registration statement arises;
 
     - if a required shelf registration statement is not declared effective on
       or before the 150th day after we have filed the shelf registration
       statement; or
 
     - if this registration statement or the shelf registration statement after
       it is declared effective, subsequently ceases to be effective or usable,
       with certain exceptions.
 
Each of the events described above is a "registration default" and we must pay
liquidated damages from the occurrence of a registration default until all then
existing registration defaults have been cured.
 
     Liquidated damages are assessed at $.10 per week per $1,000 principal
amount of Series A notes for the first 90-day period immediately following the
occurrence of a registration default and increase by an additional $.10 per week
per $1,000 principal amount of Series A notes with respect to each subsequent
90-day period
                                        21

<PAGE>   27
 
until all registration defaults have been cured, up to a maximum amount of
liquidated damages of $.40 per week per $1,000 principal amount of Series A
notes. We are required to pay such liquidated damages on regular interest
payment dates. Such liquidated damages are in addition to any other interest
payable from time to time with respect to the Series A notes and the Series B
notes.
 
     Upon the effectiveness of this registration statement, the consummation of
the exchange offer, the effectiveness of a shelf registration statement or the
effectiveness of a succeeding registration statement, as the case may be, the
accrual of liquidated damages will cease.
 
     To exchange your Series A notes for transferable Series B notes in the
exchange offer, you will be required to make the following representations:
 
     - you will acquire any Series B notes in the ordinary course of your
       business;
 
     - you have no arrangement or understanding with any person or entity to
       participate in the distribution of the Series B notes;
 
     - you are not engaged in and do not intend to engage in the distribution of
       the Series B notes;
 
     - if you are a broker-dealer that will receive Series B notes for your own
       account in exchange for Series A notes, you acquired those notes as a
       result of market-making activities or other trading activities and you
       will deliver a prospectus, as required by law, in connection with any
       resale of such Series B notes; and
 
     - you are not our "affiliate," as defined in Rule 405 of the Securities Act
       of 1933.
 
     In addition, if your outstanding notes will be included in a shelf
registration statement, we may require you to provide information to be used in
connection with the shelf registration statement to benefit from the provisions
regarding liquidated damages described in the preceding paragraphs. A holder who
sells Series A notes under the shelf registration statement generally will be
required to be named as a selling security holder in the related prospectus and
to deliver a prospectus to purchasers. Such a holder will also be subject to the
civil liability provisions under the Securities Act of 1933 in connection with
such sales and will be bound by the provisions of the registration rights
agreement that are applicable to such a holder, including indemnification
obligations.
 
     The description of the registration rights agreement contained in this
section is a summary only. For more information, you should review the
provisions of the registration rights agreement that we filed with the
Securities and Exchange Commission as an exhibit to the registration statement
of which this prospectus is a part.
 
RESALE OF SERIES B NOTES
 
     Based on no-action letters issued by the staff of the Securities and
Exchange Commission to third parties, we believe that Series B notes may be
offered for resale, resold and otherwise transferred by you without further
compliance with the registration and prospectus delivery provisions of the
Securities Act if:
 
     - you are not our "affiliate" within the meaning of Rule 405 under the
       Securities Act;
 
     - you acquire such Series B notes in the ordinary course of your business;
       and
 
     - you do not intend to participate in a distribution of the Series B notes.
 
     Because, however, we have not obtained a no-action letter in connection
with the exchange offer for the Series B notes, we cannot assure you that the
Commission would make a similar determination with respect to this exchange
offer.
 
                                        22

<PAGE>   28
 
     If you tender your Series A notes in the exchange offer with the intention
of participating in any manner in a distribution of the Series B notes, you
 
     - cannot rely on such interpretations by the Commission staff; and
 
     - must comply with the registration and prospectus delivery requirements of
       the Securities Act of 1933 in connection with a secondary resale
       transaction.
 
     Unless an exemption from registration is otherwise available, any
distribution of Series B notes should be covered by an effective registration
statement under the Securities Act. This registration statement should contain
the selling security holder's information required by Item 507 of Regulation S-K
under the Securities Act. This prospectus may be used for an offer to resell,
resale or other retransfer of Series B notes only as specifically described in
this prospectus. Only broker-dealers that acquired the Series A notes as a
result of market-making activities or other trading activities may participate
in the exchange offer. Each broker-dealer that receives Series B notes for its
own account in exchange for Series A notes, where such Series A notes were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge in the letter of transmittal that it will
deliver a prospectus in connection with any resale of the Series B notes. Please
read the section captioned "Plan of Distribution" for more details regarding the
transfer of Series B notes.
 
TERMS OF THE EXCHANGE OFFER
 
     Subject to the terms and conditions described in this prospectus and in the
letter of transmittal, we will accept for exchange any Series A notes properly
tendered and not withdrawn before 5:00 p.m. New York City time on the expiration
date. We will issue Series B notes in principal amount equal to the principal
amount of Series A notes surrendered under the exchange offer. Series A notes
may be tendered only for Series B notes and only in integral multiples of
$1,000. The exchange offer is not otherwise conditioned upon any minimum
aggregate principal amount of Series A notes being tendered for exchange.
 
     As of the date of this prospectus, $175,000,000 in aggregate principal
amount of the Series A notes are outstanding. This prospectus and the letter of
transmittal are being sent to all registered holders of Series A notes. There
will be no fixed record date for determining registered holders of Series A
notes entitled to participate in the exchange offer.
 
     We intend to conduct the exchange offer in accordance with the provisions
of the registration rights agreement, the applicable requirements of the
Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and
regulations of the Securities and Exchange Commission. Series A notes that you
do not tender for exchange in the exchange offer will remain outstanding and
continue to accrue interest. These Series A notes will be entitled to the rights
and benefits such holders have under the indenture relating to the notes and
certain provisions of the registration rights agreement.
 
     We will be deemed to have accepted for exchange properly tendered Series A
notes when we have given oral or written notice of the acceptance to the
exchange agent and complied with the applicable provisions of the registration
rights agreement. The exchange agent will act as agent for the tendering holders
for the purposes of receiving the Series B notes from us.
 
     If you tender Series A notes in the exchange offer, you will not be
required to pay brokerage commissions or fees or, subject to the letter of
transmittal, transfer taxes with respect to the exchange of Series A notes. We
will pay all charges and expenses, other than certain applicable taxes described
below, in connection with the exchange offer. It is important that you read the
section labeled "-- Fees and Expenses" for more details regarding fees and
expenses incurred in the exchange offer.
 
     We will return any Series A notes that we do not accept for exchange for
any reason without expense to the tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.
 
                                        23

<PAGE>   29
 
EXPIRATION DATE
 
     The exchange offer will expire at 5:00 p.m. New York City time on
          , 2001, unless, in our sole discretion, we extend it.
 
EXTENSIONS, DELAYS IN ACCEPTANCE, TERMINATION OR AMENDMENT
 
     We expressly reserve the right, at any time or various times, to extend the
period of time during which the exchange offer is open. We may delay acceptance
of any Series A notes by giving oral or written notice of such extension to
their holders. During any such extensions, all Series A notes previously
tendered will remain subject to the exchange offer, and we may accept them for
exchange.
 
     If we extend the exchange offer, we will notify the exchange agent orally
or in writing of any extension. We will notify the registered holders of Series
A notes of the extension no later than 9:00 a.m., New York City time, on the
business day after the previously scheduled expiration date.
 
     If any of the conditions described below under "-- Conditions to the
Exchange Offer" have not been satisfied, we reserve the right
 
     - to delay accepting for exchange any Series A notes,
 
     - to extend the exchange offer or
 
     - to terminate the exchange offer
 
by giving oral or written notice of such delay, extension or termination to the
exchange agent. Subject to the terms of the registration rights agreement, we
also reserve the right to amend the terms of the exchange offer in any manner.
 
     Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice to the registered
holders of Series A notes. If we amend the exchange offer in a manner that we
determine material, we will promptly disclose such amendment by means of a
prospectus supplement. The supplement will be distributed to the registered
holders of the Series A notes. Depending upon the significance of the amendment
and the manner of disclosure to the registered holders, we will extend the
exchange offer if the exchange offer would otherwise expire during such period.
 
CONDITIONS TO THE EXCHANGE OFFER
 
     We will not be required to accept for exchange or to exchange any Series B
notes for any Series A notes if the exchange offer, or participation in the
exchange offer by a holder of Series A notes, would violate applicable law or
any applicable interpretations of the staff of the Securities and Exchange
Commission. In addition, we may terminate the exchange offer as provided in this
prospectus before accepting Series A notes for exchange in the event of such a
potential violation.
 
     We will not be obligated to accept for exchange the Series A notes of any
holder that has not made to us the representations described under "-- Purpose
and Effect of the Exchange Offer," "-- Procedures for Tendering" and "Plan of
Distribution" and such other representations as may be reasonably necessary
under applicable Commission rules, regulations or interpretations to allow us to
use an appropriate form to register the Series B notes under the Securities Act
of 1933.
 
     We expressly reserve the right to amend or terminate the exchange offer,
and to reject for exchange any Series A notes not previously accepted for
exchange, upon the occurrence of any of the conditions to the exchange offer
specified above. We will give oral or written notice of any extension,
amendment, non-acceptance or termination to the holders of the Series A notes as
promptly as practicable.
 
     These conditions are for our sole benefit, and we may assert them or waive
them in whole or in part at any time or at various times in our sole discretion.
If we fail at any time to exercise any of these rights, this failure will not
mean that we have waived our rights. Each such right will be deemed an ongoing
right that we may assert at any time or at various times.
 
                                        24

<PAGE>   30
 
     In addition, we will not accept for exchange any Series A notes tendered,
and will not issue Series B notes in exchange for any such Series A notes, if at
such time any stop order has been threatened or is in effect with respect to the
registration statement of which this prospectus constitutes a part or the
qualification of the indenture relating to the notes under the Trust Indenture
Act of 1939.
 
PROCEDURES FOR TENDERING
 
  HOW TO TENDER GENERALLY
 
     Only a holder of Series A notes may tender such Series A notes in the
exchange offer. To tender in the exchange offer, a holder must:
 
     - complete, sign and date the letter of transmittal, or a facsimile of the
       letter of transmittal;
 
     - have the signature on the letter of transmittal guaranteed if the letter
       of transmittal so requires; and
 
     - mail or deliver such letter of transmittal or facsimile to the exchange
       agent before 5:00 p.m. New York City time on the expiration date; or
 
     - comply with the automated tender offer program procedures of The
       Depository Trust Company, or DTC, described below.
 
In addition, either:
 
     - the exchange agent must receive Series A notes along with the letter of
       transmittal;
 
     - the exchange agent must receive, before 5:00 p.m. New York City time on
       the expiration date, a timely confirmation of book-entry transfer of such
       Series A notes into the exchange agent's account at DTC according to the
       procedure for book-entry transfer described below or a properly
       transmitted agent's message; or
 
     - the holder must comply with the guaranteed delivery procedures described
       below.
 
     To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at its
address indicated on the cover page of the letter of transmittal. The exchange
agent must receive such documents before 5:00 p.m. New York City time on the
expiration date.
 
     The tender by a holder that is not withdrawn before 5:00 p.m. New York City
time on the expiration date will constitute an agreement between the holder and
us in accordance with the terms and subject to the conditions described in this
prospectus and in the letter of transmittal.
 
     THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK.
RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND
DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE
DELIVERY TO THE EXCHANGE AGENT BEFORE 5:00 P.M. NEW YORK CITY TIME ON THE
EXPIRATION DATE. YOU SHOULD NOT SEND THE LETTER OF TRANSMITTAL OR SERIES A NOTES
TO US. YOU MAY REQUEST YOUR BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES
OR OTHER NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR YOU.
 
  HOW TO TENDER IF YOU ARE A BENEFICIAL OWNER
 
     If you beneficially own Series A notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish to
tender those notes, you should contact the registered holder promptly and
instruct it to tender on your behalf. If you are a beneficial owner and wish to
tender on your own behalf, you must, before completing and executing the letter
of transmittal and delivering your outstanding notes, either:
 
     - make appropriate arrangements to register ownership of the Series A notes
       in your name; or
 
     - obtain a properly completed bond power from the registered holder of
       Series A notes.
 
                                        25

<PAGE>   31
 
     The transfer of registered ownership, if permitted under the indenture, may
take considerable time and may not be completed before the expiration date.
 
  SIGNATURES AND SIGNATURE GUARANTEES
 
     You must have signatures on a letter of transmittal or a notice of
withdrawal (as described below) guaranteed by a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934. In
addition, such entity must be a member of one of the recognized signature
guarantee programs identified in the letter of transmittal. Signature guarantees
are not required, however, if the Series A notes are tendered:
 
     - by a registered holder who has not completed the box entitled "Special
       Issuance Instructions" or "Special Delivery Instructions" on the letter
       of transmittal;
 
     - for the account of a member firm of a registered national securities
       exchange or of the National Association of Securities Dealers, Inc., a
       commercial bank or trust company having an office or correspondence in
       the United States or an eligible guarantor institution.
 
  WHEN YOU NEED ENDORSEMENTS OR BOND POWERS
 
     If the letter of transmittal is signed by a person other than the
registered holder of a Series A note, the Series A note must be endorsed or
accompanied by a properly completed bond power. The bond power must be signed by
the registered holder as the registered holder's name appears on the Series A
notes. A member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an eligible
guarantor institution must guarantee the signature on the bond power.
 
     If the letter of transmittal or any Series A notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless waived by us,
they should also submit evidence satisfactory to us of their authority to
deliver the letter of transmittal.
 
  TENDERING THROUGH DTC'S AUTOMATED TENDER OFFER PROGRAM
 
     The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's automated tender offer
program to tender. Participants in the program may, instead of physically
completing and signing the letter of transmittal and delivering it to the
exchange agent, transmit their acceptance of the exchange offer electronically.
They may do so by causing DTC to transfer the Series A notes to the exchange
agent in accordance with its procedures for transfer. DTC will then send an
agent's message to the exchange agent.
 
     An "agent's message" is a message transmitted by DTC, received by the
exchange agent and forming part of the book-entry confirmation, to the effect
that:
 
     - DTC has received an express acknowledgment from a participant in its
       automated tender offer program tendering Series A notes that are the
       subject of such book-entry confirmation;
 
     - such participant has received and agrees to be bound by the terms of the
       letter of transmittal or, in the case of an agent's message relating to
       guaranteed delivery, that such participant has received and agrees to be
       bound by the applicable notice of guaranteed delivery; and
 
     - the agreement may be enforced against such participant.
 
                                        26

<PAGE>   32
 
  WHEN WE WILL ISSUE SERIES B NOTES
 
     In all cases, we will issue Series B notes in exchange for Series A notes
that we have accepted for exchange under the exchange offer only after the
exchange agent timely receives:
 
     - Series A notes or a timely book-entry confirmation of such Series A notes
       into the exchange agent's account at DTC; and
 
     - a properly completed and duly executed letter of transmittal and all
       other required documents or a properly transmitted agent's message.
 
  RETURN OF SERIES A NOTES NOT ACCEPTED OR EXCHANGED
 
     If we do not accept any tendered Series A notes for exchange or if Series A
notes are submitted for a greater principal amount than the holder desires to
exchange, the unaccepted or non-exchanged Series A notes will be returned
without expense to their tendering holder. In the case of Series A notes
tendered by book-entry transfer in the exchange agent's account at DTC according
to the procedures described above, such non-exchanged Series A notes will be
credited to an account maintained with DTC. These actions will occur as promptly
as practicable after the expiration or termination of the exchange offer.
 
  YOUR REPRESENTATIONS TO US
 
     By signing or agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:
 
     - you will acquire any Series B notes that you receive in the ordinary
       course of your business;
 
     - you have no arrangement or understanding with any person or entity to
       participate in the distribution of the Series B notes;
 
     - you are not engaged in and do not intend to engage in the distribution of
       the Series B notes;
 
     - if you are a broker-dealer that will receive Series B notes for your own
       account in exchange for Series A notes, you acquired those Series A notes
       as a result of market-making activities or other trading activities and
       you will deliver a prospectus, as required by law, in connection with any
       resale of such Series B notes; and
 
     - you are not our "affiliate," as defined in Rule 405 of the Securities
       Act.
 
BOOK-ENTRY TRANSFER
 
     The exchange agent will establish an account with respect to the Series A
notes at DTC for purposes of the exchange offer promptly after the date of this
prospectus. Any financial institution participating in DTC's system may make
book-entry delivery of Series A notes by causing DTC to transfer such Series A
notes into the exchange agent's account at DTC in accordance with DTC's
procedures for transfer. Holders of Series A notes who are unable to deliver
confirmation of the book-entry tender of their Series A notes into the exchange
agent's account at DTC or all other documents required by the letter of
transmittal to the exchange agent on or before 5:00 p.m. New York City time on
the expiration date must tender their Series A notes according to the guaranteed
delivery procedures described below.
 
GUARANTEED DELIVERY PROCEDURES
 
     If you wish to tender your Series A notes but your Series A notes are not
immediately available or you cannot deliver your Series A notes, the letter of
transmittal or any other required documents to the exchange
 
                                        27

<PAGE>   33
 
agent or comply with the applicable procedures under DTC's automated tender
offer program before the expiration date, you may tender if:
 
     - the tender is made through a member firm of a registered national
       securities exchange or of the National Association of Securities Dealers,
       Inc., a commercial bank or trust company having an office or
       correspondent in the United States or an eligible guarantor institution,
 
     - before the expiration date, the exchange agent receives from such member
       firm of a registered national securities exchange or of the National
       Association of Securities Dealers, Inc., commercial bank or trust company
       having an office or correspondent in the United States or eligible
       guarantor institution either a properly completed and duly executed
       notice of guaranteed delivery by facsimile transmission, mail or hand
       delivery or a properly transmitted agent's message and notice of
       guaranteed delivery:
 
      - setting forth your name and address, the registered number(s) of your
        Series A notes and the principal amount of outstanding notes tendered,
 
      - stating that the tender is being made thereby, and
 
      - guaranteeing that, within three (3) New York Stock Exchange ("NYSE")
        trading days after the expiration date, the letter of transmittal or
        facsimile thereof, together with the Series A notes or a book-entry
        confirmation, and any other documents required by the letter of
        transmittal will be deposited by the eligible guarantor institution with
        the exchange agent, and
 
     - the exchange agent receives such properly completed and executed letter
       of transmittal or facsimile thereof, as well as all tendered Series A
       notes in proper form for transfer or a book-entry confirmation, and all
       other documents required by the letter of transmittal, within three (3)
       NYSE trading days after the expiration date.
 
     Upon request to the exchange agent, a notice of guaranteed delivery will be
sent to you if you wish to tender your Series A notes according to the
guaranteed delivery procedures described above.
 
WITHDRAWAL OF TENDERS
 
     Except as otherwise provided in this prospectus, you may withdraw your
tender at any time before 5:00 p.m. New York City time on the expiration date.
 
     For a withdrawal to be effective:
 
     - the exchange agent must receive a written notice of withdrawal at the
       address indicated on the cover page of the letter of transmittal or
 
     - you must comply with the appropriate procedures of DTC's automated tender
       offer program system.
 
Any notice of withdrawal must:
 
     - specify the name of the person who tendered the outstanding notes to be
       withdrawn, and
 
     - identify the outstanding notes to be withdrawn, including the principal
       amount of such Series A notes.
 
     If Series A notes have been tendered under the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with withdrawn Series A notes and
otherwise comply with the procedures of DTC.
 
     We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal. Our determination shall be final and
binding on all parties. We will deem any Series A notes so withdrawn not to have
been validly tendered for exchange for purposes of the exchange offer.
 
     Any Series A notes that have been tendered for exchange but that are not
exchanged for any reason will be returned to their holder without cost to the
holder. Series A notes tendered by book-entry transfer into the exchange agent's
account at DTC according to the procedures described above will be credited to
an account maintained with DTC for the outstanding notes. This return or
crediting will take place as soon as practicable
 
                                        28

<PAGE>   34
 
after withdrawal, rejection of tender or termination of the exchange offer. You
may retender properly withdrawn Series A notes by following one of the
procedures described under "-- Procedures for Tendering" above at any time on or
before the expiration date.
 
FEES AND EXPENSES
 
     We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail. We may make additional solicitation by telegraph,
telephone or in person by our officers and regular employees and those of our
affiliates.
 
     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses.
 
     We will pay the cash expenses to be incurred in connection with the
exchange offer. They include:
 
     - registration fees;
 
     - fees and expenses of the exchange agent and trustee;
 
     - accounting and legal fees and printing costs; and
 
     - related fees and expenses.
 
TRANSFER TAXES
 
     We will pay all transfer taxes, if any, applicable to the exchange of
Series B notes for Series A notes under the exchange offer. The tendering
holder, however, will be required to pay any transfer taxes, whether imposed on
the registered holder or any other person, if:
 
     - certificates representing Series A notes for principal amounts not
       tendered or accepted for exchange are to be delivered to, or are to be
       issued in the name of, any person other than the registered holder of
       Series A notes tendered;
 
     - Series B notes issued for tendered Series A notes are registered in the
       name of any person other than the person signing the letter of
       transmittal; or
 
     - a transfer tax is imposed for any reason other than the exchange of
       Series B notes for Series A notes under the exchange offer.
 
     If satisfactory evidence of payment of any transfer taxes payable by a note
holder is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to that tendering holder.
 
CONSEQUENCES OF FAILURE TO EXCHANGE
 
     If you do not exchange your Series A notes for Series B notes under the
exchange offer, you will remain subject to the existing restrictions on transfer
of the Series A notes. In general, you may offer or sell the Series A notes only
if they are registered under the Securities Act of 1933 or if the offer or sale
is exempt from the registration under the Securities Act of 1933 and applicable
state securities laws. Except as required by the registration rights agreement,
we do not intend to register resales of the Series A notes under the Securities
Act of 1933.
 
ACCOUNTING TREATMENT
 
     We will record the Series B notes in our accounting records at the same
carrying value as the Series A notes. This carrying value is the aggregate
principal amount of the Series A notes less any applicable original issue
discount, as reflected in our accounting records on the date of exchange.
Accordingly, we will not recognize any gain or loss for accounting purposes in
connection with the exchange offer.
 
                                        29

<PAGE>   35
 
OTHER
 
     Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. You are urged to consult your financial and tax
advisors in making your own decision on what action to take.
 
     We may in the future seek to acquire untendered Series A notes in open
market or privately negotiated transactions, through subsequent exchange offers
or otherwise. We have no present plans to acquire any Series A notes that are
not tendered in the exchange offer or to file a registration statement to permit
resales of any untendered Series A notes.
 
                                        30

<PAGE>   36
 
                                USE OF PROCEEDS
 
     The exchange offer is intended to satisfy our obligations under the
registration rights agreement. We will not receive any cash proceeds from the
issuance of the Series B notes in the exchange offer. In consideration for
issuing the Series B notes as contemplated by this prospectus, we will receive
Series A notes in a like principal amount. The form and terms of the Series B
notes are identical in all respects to the form and terms of the Series A notes,
except the Series B notes do not include certain transfer restrictions or grant
any registration rights or liquidated damages. Series A notes surrendered in
exchange for the Series B notes will be retired and cancelled and will not be
reissued. Accordingly, the issuance of the Series B notes will not result in any
change in our outstanding indebtedness.
 
                                 CAPITALIZATION
 
     The following table sets forth our consolidated cash and cash equivalents
and capitalization as of June 30, 2001:
 
     - on a historical basis and
 
     - as adjusted to reflect the issuance of the notes and the application of
       the net proceeds from the private placement of the Series A notes.
 
     The information in this table is unaudited. This table should be read in
conjunction with our historical consolidated financial statements and their
notes, the historical combined financial statements of the Spentonbush/Red Star
Group and their notes and the unaudited pro forma condensed consolidated
financial statements and their notes included in this prospectus.
 

<Table>
<Caption>
                                                               AS OF JUNE 30, 2001
                                                              ----------------------
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>        <C>
Cash and cash equivalents...................................  $ 22,026    $ 62,509
                                                              ========    ========
Current portion of long-term debt...........................  $ 10,482    $    967
Long-term debt, less current portion:
  Facility A................................................    51,929          --
  Facility C................................................    23,542          --
  Caterpillar Facility......................................    39,869          --
  10 5/8% Series A Senior Notes due 2008 (including original
     issue discount)........................................        --     175,000
                                                              --------    --------
Total long-term debt........................................   115,340     175,000
                                                              --------    --------
Stockholders' equity(1).....................................    54,625      54,625
                                                              --------    --------
Total capitalization........................................  $180,447    $230,592
                                                              ========    ========
</Table>

 
---------------
 
(1) On August 9, 2001, we were notified by our warrantholders that they intend
    to sell their outstanding warrants. We have exercised a right of first offer
    to purchase the outstanding warrants for an aggregate purchase price of
    $14.5 million. To finance the repurchase of the warrants, we intend to offer
    to each of our existing stockholders an opportunity to purchase its pro rata
    share of 5,509,434 shares of our common stock at a price of $2.65 per share.
    We have received a signed subscription agreement from one of our
    stockholders pursuant to which that stockholder has been issued 273,585
    shares of our common stock for a total purchase price of $725,000. We used
    these proceeds to pay the non-refundable deposit to the warrantholders as a
    deposit toward the repurchase of the warrants. The stockholder has also
    agreed to purchase the balance of the offered shares not subscribed for by
    our other existing stockholders.
 
                                        31

<PAGE>   37
 
                     HORNBECK-LEEVAC MARINE SERVICES, INC.
 
             SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
                 (IN THOUSANDS, EXCEPT RATIOS AND VESSEL DATA)
 
     Our selected historical consolidated financial information as of and for
the periods ended December 31, 1997, 1998, 1999 and 2000, was derived from our
audited historical consolidated financial statements. Our selected historical
financial information as of and for the six-month periods ended June 30, 2000
and 2001 was derived from our unaudited historical consolidated financial
statements. The data should be read in conjunction with and is qualified in its
entirety by reference to "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Capitalization" and our historical
consolidated financial statements and their notes included elsewhere in this
prospectus.
 

<Table>
<Caption>
                                                                                        SIX MONTHS ENDED
                                                      YEAR ENDED DECEMBER 31,               JUNE 30,
                                               --------------------------------------   -----------------
                                                 1997      1998      1999      2000      2000      2001
                                               --------   -------   -------   -------   -------   -------
                                                                                           (UNAUDITED)
<S>                                            <C>        <C>       <C>       <C>       <C>       <C>
STATEMENT OF OPERATIONS DATA:
Revenue......................................  $  6,703   $12,952   $25,723   $36,102   $16,319   $25,694
Operating expenses...........................     5,906    10,701    17,275    20,410     9,926    11,517
General and administrative expenses..........       762     1,699     2,467     3,355     1,451     3,740
Operating income.............................        35       552     5,981    12,337     4,942    10,437
Interest expense.............................       324     1,155     5,092     7,911     4,217     2,565
Other income (expense)(1)....................        29       544       (20)     (138)        3        --
Income (loss) before income taxes............      (260)      (59)      869     4,288       728     7,872
Income tax (expense) benefit.................        80       156      (341)   (1,550)     (264)   (2,992)
Net income (loss)............................      (180)       97       528(2)   2,738      464     4,880
OTHER FINANCIAL DATA AND RATIOS (UNAUDITED):
EBITDA(3)....................................  $    540   $ 2,434   $ 9,685   $17,363   $ 7,410   $13,412
Cash interest................................       324       418     4,495     7,145     3,593     4,415
Capital expenditures.........................     6,403    33,492    42,293    16,224     3,003    56,895
Depreciation and amortization................       476     1,338     3,724     5,164     2,465     2,975
Ratio of EBITDA to cash interest(4)..........       1.7x      5.8x      2.2x      2.4x      2.1x      3.0x
Ratio of earnings to fixed charges(5)(6).....       N/A       N/A       N/A       1.4x      1.1x      2.7x
OTHER OPERATING DATA (UNAUDITED):
Offshore Supply Vessels:
  Average number.............................       N/A       0.1       4.1       6.8       6.6       7.4
  Average utilization rate(7)................       N/A       100%     93.1%     93.4%     88.0%     98.8%
  Average dayrate(8).........................       N/A   $ 8,936   $ 6,724     8,435     7,741    11,044
Tugs and Tank Barges:
  Average number of tank barges..............       7.1       7.0       7.1       7.0       7.0       8.5
  Average fleet capacity (barrels)...........   406,462   358,108   434,861   451,655   451,655   564,834
  Average barge size (barrels)...............    56,770    51,158    61,464    64,522    64,522    65,547
  Average utilization rate(7)................       N/A      75.3%     73.9%     71.4%     68.6%     84.0%
  Average dayrate(9).........................       N/A   $ 6,502   $ 8,482   $ 8,982   $ 9,311   $ 8,656
BALANCE SHEET DATA:
Cash and cash equivalents....................  $  4,621   $ 3,183   $ 6,144   $32,988   $ 3,209   $22,026
Working capital..............................     4,206     2,129     1,857    29,524     2,412    18,559
Property, plant and equipment, net...........    14,742    45,819    85,700    98,935    86,618   153,356
Total assets.................................    25,461    58,216   103,486   147,148   104,278   193,970
Total debt...................................     9,500    34,621    83,954    89,391    85,726   125,822
Stockholders' equity(10).....................    12,350    13,060    13,480    49,745    13,944    54,625
</Table>

 
                                        32

<PAGE>   38
 
---------------
 
 (1) Includes interest income and other operating expenses.
 
 (2) Excludes a net write off of $108 related to a cumulative effect of change
     in accounting principle for start-up costs.
 
 (3) EBITDA is earnings before interest expense, provision for income taxes,
     depreciation and amortization. EBITDA is presented as it is commonly used
     by certain investors to analyze and compare operating performance and to
     determine a company's ability to service or incur debt. EBITDA should not
     be considered in isolation or as a substitute for net income, cash flow or
     other income or cash flow data or as a measure of a company's profitability
     or liquidity and is not a measure calculated in accordance with generally
     accepted accounting principles. EBITDA is not necessarily comparable with
     similarly titled measures reported by other companies.
 
 (4) Calculated as EBITDA divided by cash interest. For purposes of calculating
     the ratio of EBITDA to cash interest, EBITDA consists of the components
     discussed in footnote (3) above.
 
 (5) Calculated as earnings divided by fixed charges. For purposes of
     calculating the ratio of earnings to fixed charges, earnings consists of
     operating income, and fixed charges consists of interest expense, including
     capitalized interest, a portion of rent considered to represent interest
     cost and amortization of debt discount and issuance costs.
 
 (6) Earnings were insufficient to cover fixed charges by $260, $828, $756,
     respectively.
 
 (7) Utilization rates are average rates based on a 365-day year. Vessels are
     considered utilized when they are generating revenues.
 
 (8) Average dayrates represent average revenue per day, which includes charter
     hire and brokerage revenue, based on the number of days during the period
     that the offshore supply vessels generated revenue.
 
 (9) Average dayrates represent average revenue per day, including time
     charters, revenues generated on a per-barrel-transported basis, demurrage,
     shipdocking and fuel surcharge revenue, based on the number of days during
     the period that the tank barges generated revenue.
 
(10) On August 9, 2001, we were notified by our warrantholders that they intend
     to sell their outstanding warrants. We have exercised a right of first
     offer to purchase the outstanding warrants for an aggregate purchase price
     of $14.5 million. To finance the repurchase of the warrants, we intend to
     offer to each of our existing stockholders an opportunity to purchase its
     pro rata share of 5,509,434 shares of our common stock at a price of $2.65
     per share. We have received a signed subscription agreement from one of our
     stockholders pursuant to which that stockholder has been issued 273,585
     shares of our common stock for a total purchase price of $725,000. We used
     these proceeds to pay the non-refundable deposit to the warrantholders as a
     deposit toward the repurchase of the warrants. The stockholder has also
     agreed to purchase the balance of the offered shares not subscribed for by
     our other existing stockholders.
 
                                        33

<PAGE>   39
 

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     The following management's discussion and analysis should be read in
conjunction with our historical consolidated financial statements and their
notes included elsewhere in this prospectus. This discussion contains
forward-looking statements that reflect our current views with respect to future
events and financial performance. Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, such as those set forth under "Risk Factors" and elsewhere in this
prospectus.
 
GENERAL
 
     We are a leading provider of marine transportation services in the markets
we serve through the operation of newly constructed deepwater offshore supply
vessels in the Gulf of Mexico and ocean-going tugs and tank barges in the
northeastern United States, primarily New York Harbor, and in Puerto Rico. Since
1997, we have significantly increased the size of our fleet from six to 42
vessels through new construction of offshore supply vessels and acquisitions of
tugs and tank barges. Currently, we own and operate a fleet of eight deepwater
offshore supply vessels and have another five deepwater vessels under
construction. Following delivery of these vessels, we believe that we will be
the second largest operator of deepwater offshore supply vessels in the Gulf of
Mexico. We also own and operate a fleet of thirteen ocean-going tugs and sixteen
ocean-going tank barges. We operate the largest fleet of tank barges for the
transportation of petroleum products in Puerto Rico and believe that we are the
fourth largest transporter of petroleum products by tank barge in New York
Harbor.
 
     We charter our offshore supply vessels on a dayrate basis under either
fixed time charters or in the spot market. Generally, we absorb crew, insurance
and repair and maintenance costs in connection with operation of our offshore
supply vessels and our customers absorb other direct operating costs. In a
bareboat charter, the customer pays all direct operating costs. All of our
offshore supply vessels are currently operating under fixed time charters,
including six (one of which, the HOS Blue Ray, is under construction and
scheduled to be delivered in October 2001) that are chartered with initial terms
ranging from two to five years. Our long-term contracts for our offshore supply
vessels are consistent with those used in the industry and are either fixed for
a term of months or years or are tied to the duration of a long-term contract
for a drilling rig for which the vessel provides services. These contracts
generally contain, among others, provisions governing insurance, reciprocal
indemnifications, performance requirements and, in certain instances, dayrate
escalation terms and renewal options.
 
     While offshore supply vessels service existing oil and gas production
platforms as well as exploration and development activities, incremental vessel
demand depends primarily upon the level of drilling activity, which can be
influenced by a number of factors, including oil and gas prices and drilling
budgets of exploration and production companies. As a result, utilization and
dayrates have historically correlated to oil and gas prices and drilling
activity, although the greater investment of time and expense associated with
deepwater production and the consequent long-term nature of deepwater offshore
supply vessel contracts have weakened the significance of the correlation in
recent years.
 
     Generally, we operate an ocean-going tug and tank barge together as a "tow"
to transport petroleum products between U.S. ports and along the coast of Puerto
Rico. We operate our tugs and tank barges under fixed time charters, spot market
charters, contracts of affreightment and consecutive voyage contracts. Under
time charters and spot market charters, we earn revenue based on a fixed
dayrate, and certain direct voyage costs, including fuel, dockage fees and
outside services, are normally absorbed by the customer. Under a contract of
affreightment, we earn revenue based on the volume of products we deliver, and
we generally absorb all direct costs and operating expenses for the tow. Under
consecutive voyage contracts, in addition to earning revenues for volumes
delivered, we earn a standby hourly rate between charters.
 
     The primary drivers of demand for our tug and tank barge services are
population growth, the strength of the United States economy and changes in
weather patterns that affect consumption of heating oil and gasoline. The tug
and tank barge market, in general, is marked by steady demand over time. Based
on a recent
                                        34

<PAGE>   40
 
industry study that we commissioned, we believe that demand for refined
petroleum products and crude oil will remain steady or gradually increase for
the foreseeable future.
 
     Our operating costs are primarily a function of fleet size and utilization
levels. The most significant direct operating costs are wages paid to vessel
crews, maintenance and repairs and marine insurance. Generally, fluctuations in
vessel utilization affect only that portion of our direct operating costs that
is incurred when our vessels are active. Direct operating costs as a percentage
of revenues may therefore vary substantially due to changes in day rates and
utilization.
 
     In addition to the operating costs described above, we incur fixed charges
related to the depreciation of our fleet and costs for routine drydock
inspections and maintenance and repairs necessary to ensure compliance with
applicable regulations and to maintain certifications for our vessels with the
U.S. Coast Guard and various classification societies. The aggregate number of
drydockings and other repairs undertaken in a given period determines the level
of maintenance and repair expenses and marine inspection amortization charges.
We capitalize costs incurred for drydock inspection and regulatory compliance
and amortize such costs over the period between such drydockings, typically 30
or 60 months.
 
     Applicable maritime regulations require us to drydock our vessels twice in
a five-year period for inspection and routine maintenance and repair. If we
undertake a large number of drydockings in a particular fiscal period,
comparative results may be affected.
 
RESULTS OF OPERATIONS
 
     The tables below set forth, by segment, the average dayrates and
utilization rates for our vessels and the average number of vessels owned during
the periods indicated. The average dayrates are based on the number of days the
vessel, for the offshore supply vessel segment, or tank barge, for the tug and
tank barge segment, generated revenue during the period. For the offshore supply
vessel segment, revenue includes charter hire and brokerage revenue. For the tug
and tank barge segment, revenue includes time charters, revenues generated on a
per-barrel-transported basis, demurrage, shipdocking and fuel surcharge revenue.
Utilization rates are average rates based on a 365-day year. Vessels are
considered utilized when they are generating revenues. These offshore supply
vessels and tug and tank barges generate substantially all of our revenues and
operating profit.
 

<Table>
<Caption>
                                                                     SIX MONTHS ENDED
                                      YEARS ENDED DECEMBER 31,           JUNE 30,
                                   ------------------------------   ------------------
                                     1998       1999       2000       2000     2001(1)
                                   --------   --------   --------   --------   -------
<S>                                <C>        <C>        <C>        <C>        <C>
OFFSHORE SUPPLY VESSELS:
Average number of vessels........       0.1        4.1        6.8        6.6       7.4
Vessel days available............        44      1,517      2,490      1,202     1,330
Average utilization rate.........    100.00%      93.1%      93.4%      88.0%     98.8%
Average dayrate..................  $  8,936   $  6,724   $  8,435   $  7,741   $11,044
TUGS AND TANK BARGES:
Average number of tank barges....       7.0        7.1        7.0        7.0       8.5
Average fleet capacity
  (barrels)......................   358,108    434,861    451,655    451,655   564,834
Average barge size (barrels).....    51,158     61,464     64,522     64,522    65,547
Average utilization rate.........      75.3%      73.9%      71.4%      68.6%     84.0%
Average dayrate..................  $  6,502   $  8,482   $  8,982   $  9,311   $ 8,656
</Table>

 
---------------
 
(1) Includes only one month of operations of the nine tank barges acquired from
    the Spentonbush/Red Star Group effective May 31, 2001.
 
                                        35

<PAGE>   41
 
  SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
 
     Revenues.  Revenues were $25.7 million in the first six months of 2001
compared to $16.3 million in the first six months of 2000, an increase of $9.4
million or 58.0%. This increase was primarily attributable to our offshore
supply vessel segment, which continued to experience strong demand for our
vessels, and the acquisition of additional tugs and tank barges on May 31, 2001.
 
     Revenues from our offshore supply vessel segment totaled $14.5 million in
the first six months of 2001 compared to $8.2 million in the first six months of
2000, an increase of $6.3 million or 77.0%. Our revenue in the first six months
of 2001 reflected continued strong dayrates and utilization as demand for our
vessels continued to improve. Our utilization rate was 98.8% in the first six
months of 2001 compared to 88.0% in the first six months of 2000 as a result of
higher demand for deepwater drilling and production in the Gulf of Mexico. Our
offshore supply vessel average dayrate was $11,044 in the first six months of
2001 compared to $7,741 in the first six months of 2000, an increase of $3,303
or 43.0%. The increase in average dayrates was due to a combination of higher
demand and the addition to our fleet of the newly constructed HOS Cornerstone on
March 11, 2000 and the HOS Innovator on April 28, 2001, at significantly higher
dayrates.
 
     Revenues from our tug and tank barge segment totaled $11.2 million in the
first six months of 2001 as compared to $8.1 million in the first six months of
2000, an increase of $3.1 million or 38.0%. The segment revenue increase is
primarily due to increased utilization and the acquisition of nine tank barges
on May 31, 2001, which increased fleet capacity in barrels from 451,655 to
1,130,727. Our utilization rate increased to 84.0% in the first six months of
2001 compared to 68.6% in the first six months of 2000. Our average dayrate
decreased to $8,656 in the first six months of 2001 compared to $9,311 in the
first six months of 2000. The changes in utilization and average dayrate were
primarily due to the change in the mix of vessels operating under contracts of
affreightment, time charter and bareboat charter. Average daily revenue amounts
for time charter contracts are generally lower than average daily revenues under
contracts of affreightment because we usually contract vessels for an extended
period of time with full utilization and the customer assumes the direct costs
associated with freight transportation, including fuel, dock and outside service
charges. Bareboat charter average daily revenues are lower than daily revenues
under contracts of affreightment because the customer assumes all operating
costs for the vessel including crew costs and marine insurance. As a result of
the increase in fleet capacity and the addition of tank barges operating under
contracts of affreightment, the average dayrate increased to $10,405 for the
month of June 2001.
 
     Operating Expense.  Our operating expense, including depreciation and
amortization, increased from $9.9 million in the first six months of 2000 to
$11.5 million in the first six months of 2001, an increase of $1.6 million or
16.0%. Daily operating expenses per vessel in both the offshore supply vessel
segment and the tug and tank barge segment remained fairly constant. The
increase in operating expense is the result of increasing both the offshore
supply vessel and tank barge fleets during the first half of 2001.
 
     Operating expense for our offshore supply vessel segment increased $0.9
million in the first six months of 2001 to $5.2 million in the first six months
of 2001. This increase was the result of the HOS Cornerstone being in service
for the entire first six months of 2001, but only part of the first six months
of 2000 and the HOS Innovator being in service for a portion of 2001 but not in
service during the first six months of 2000.
 
     Operating expense for our tug and tank barge segment was $6.4 million in
the first six months of 2001 compared to $5.6 million in the comparable period
of 2000, an increase of $0.8 million or 14.0%. The operating expense increase
was primarily attributed to the addition of nine tank barges and nine tugs on
May 31, 2001. These tows are operating under a contract of affreightment under
which we are responsible for transporting charges including fuel, dock and
outside service costs. At the end of the first six months of 2000, we had five
tows operating under contracts of affreightment, one tow operating under a time
charter and one barge under a bareboat charter, as compared to eleven tows
operating under a contract of affreightment, four tows operating under time
charters, and one barge under a bareboat charter at the end of the first six
months of 2001. Daily operating costs were $4,131 per day in the first six
months of 2001 compared to $4,404 per day in the first six months of 2000, a
decrease of $273 per day or 6.0%.
 
                                        36

<PAGE>   42
 
     General and Administrative Expense.  Our general and administrative expense
was $1.5 million in the first six months of 2000 compared to $3.7 million in the
first six months of 2001, an increase of $2.2 million or 147.0%. This increase
primarily resulted from an increase in our profitability and costs associated
with the acquisition of nine tugs and nine tank barges on May 31, 2001.
 
     Interest Expense.  Interest expense was $2.6 million in the first six
months of 2001 compared to $4.2 million in the first six months of 2000, a
decrease of $1.6 million or 38.0%. This decrease in interest expense resulted
from significant reductions in the LIBOR base rate, principal amortization of a
facility beginning in mid-2000 and an increase in interest income resulting from
investment of the excess proceeds of our November 2000 private placement of
common stock. In addition, capitalization of interest costs relating to new
construction increased significantly in the 2001 period with the construction in
progress of six offshore supply vessels compared to the construction of one
vessel completed in March 2000.
 
     Income Tax Expense.  Our effective tax rate for the first six months of
2001 was 38.0% compared to an effective tax rate of 36.0% for the first six
months of 2000. The difference in effective rates is primarily attributable to
higher state income taxes assessed against income from operations in 2001
compared to 2000.
 
  YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
 
     Revenues.  Revenues were $36.1 million in the year ended December 31, 2000
compared to $25.7 million in the year ended December 31, 1999, an increase of
$10.4 million or 40%. Substantially all of this increase was attributable to our
offshore supply vessel segment which added five vessels to its fleet during 1999
and one during 2000.
 
     Revenues from our offshore supply vessel segment totaled $19.6 million in
2000 compared to $9.5 million in 1999, an increase of $10.1 million or 106%. The
increase in our revenues in 2000 reflected the continued growth of our offshore
supply vessel fleet through new construction during 1999 and early 2000 as
follows:
 

<Table>
<Caption>
VESSEL NAME                                                    IN SERVICE DATE
-----------                                                   -----------------
<S>                                                           <C>
HOS Super H.................................................  January 14, 1999
HOS Brigadoon...............................................  March 11, 1999
HOS Thunderfoot.............................................  May 12, 1999
HOS Dakota..................................................  June 16, 1999
HOS Deepwater...............................................  November 15, 1999
HOS Cornerstone.............................................  March 11, 2000
</Table>

 
In addition to the impact of new vessel deliveries, average dayrates in 2000
were $8,435 as compared to $6,724 in 1999, an increase of $1,711 per day or 25%.
This increase reflects the continuing increase in demand for offshore supply
vessels to support deepwater oil and gas exploration, drilling and production in
the Gulf of Mexico, combined with the higher dayrates attributable to two 2409
class vessels entering the fleet in late 1999 and early 2000. Our average
utilization rate was approximately 93% in each year.
 
     Revenues from our tug and tank barge segment totaled $16.5 million in 2000
compared to $16.2 million in 1999, an increase of $0.3 million or 2%. Our
utilization rate decreased to 71.4% in 2000 from 73.9% in 1999, primarily due to
the removal of vessels from service for scheduled maintenance. Although vessel
utilization decreased, our average dayrate increased to $8,982 in 2000 from
$8,482 in 1999, an increase of $500 per day worked or 6%.
 
     Operating Expense.  Our operating expense, including depreciation and
amortization, increased from $17.3 million in 1999 to $20.4 million in 2000, an
increase of $3.1 million or 18%. Daily operating expenses per vessel in both the
offshore supply vessel segment and the tug and tank barge segment remained
fairly constant. Changes in operating expenses resulted primarily from changes
in the number of vessels operating in the fleet and fluctuations in direct costs
of sales that are either reimbursed by customers or absorbed as an operating
expense for the vessel.
 
                                        37

<PAGE>   43
 
     Operating expense for our offshore supply vessel segment increased $4
million in 2000 to $9.3 million compared to $5.3 million in 1999. This increase
resulted from the inclusion in 2000 of vessels added to our fleet at various
times in 1999 and early 2000.
 
     Operating expense for our tug and tank barge segment decreased $0.9 million
or 8% in 2000 to $11.1 million compared to $12 million in 1999. The operating
expense reduction was the result of changes from contracts of affreightment to
time charters for three tows. During 1999, we had seven tows operating under
contracts of affreightment as compared to six tows operating under a contract of
affreightment and one tow operating under a time charter in 2000. The result was
a daily operating cost of $4,340 per day in 2000 compared to $4,648 per day in
1999, a decrease of $308 per day or 7%.
 
     General and Administrative Expense.  Our general and administrative expense
was $2.5 million in the year ended December 31, 1999 compared to $3.4 million in
the year ended December 31, 2000, an increase of $0.9 million or 36%. This
increase primarily resulted from an increase in shore-based personnel and
associated compensation costs as offshore supply vessel fleet operations
expanded and increased accruals under our profit-based incentive bonus
compensation program as our profitability increased.
 
     Interest Expense.  Interest expense was $7.9 million in the year ended
December 31, 2000 compared to $5.1 million in the year ended December 31, 1999,
an increase of $2.8 million or 55%. Interest expense increased as vessels were
delivered in 1998, 1999 and 2000 due to conversion from construction interest,
which was capitalized, to interest expense under term financing. The financing
of the HOS Deepwater and the HOS Cornerstone under one of our former credit
facilities increased our debt balances, leading to increased interest expense.
 
     Income Tax Expense.  Our effective tax rate for the year ended December 31,
2000 was 36% compared to an effective tax rate of 39% for the year ended
December 31, 1999. The effective tax rate decreased due to an increase in
operating income and the amount of nondeductible expenses remaining constant
between the periods.
 
  YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
 
     Revenues.  Revenues were $25.7 million in the year ended December 31, 1999
compared to $13 million in the year ended December 31, 1998, an increase of
$12.7 million or 98%. The increase in revenue was the result of the delivery of
newly constructed offshore supply vessels in late 1998 and during 1999 and the
acquisition of tugs and tank barges with higher capacities in March 1999.
 
     Revenues from our offshore supply vessel segment totaled $9.5 million in
1999 compared to $0.4 million in 1998, an increase of $9.1 million. The revenue
increase in 1999 reflects the growth of our fleet through new construction from
one vessel, the HOS Crossfire, which commenced service November 6, 1998, to six
vessels at the end of 1999. Moreover, average dayrates decreased to $6,724 in
1999 compared to $8,936 in 1998. Average dayrates fluctuated as vessels entered
the fleet in the spot market before term charters were obtained for the vessels
in late 1998 and early 1999, then stabilized and began a rising trend in the
third quarter due to the increase in demand for offshore supply vessels to
support deepwater oil and gas exploration, development and production in the
Gulf of Mexico. Our utilization rate was 93.1% in 1999 compared to 100% in 1998.
 
     Revenues from our tug and tank barge segment totaled $16.2 million in 1999
compared to $12.6 million in 1998, an increase of $3.6 million or 29%. The
majority of the increase resulted from the purchase in March 1999 of the Energy
6503 and Energy 7002 with capacities of 65,145 barrels and 72,693 barrels,
respectively, which was partially offset by the sale in March 1999 of the LMI
2000 with a capacity of 20,750 barrels, and by the sale in December 1999 of the
LMI 2503 with a capacity of 23,451 barrels, which had been cold stacked in
February. These transactions increased our marine transportation total fleet
capacity from 358,108 barrels to 451,655. Utilization remained relatively stable
with a utilization rate of 73.9% in 1999 compared to 75.3% in 1998. Average
dayrates increased to $8,482 in 1999 from $6,502 in 1998, an increase of $1,980
per day or 30%, due to increased capacity and time charter contracts at rates
higher than historical averages.
 
     Operating Expense.  Our operating expense, including depreciation and
amortization, increased from $10.7 million in 1998 to $17.3 million in 1999, an
increase of $6.6 million or 62%. Daily operating expenses per
                                        38

<PAGE>   44
 
vessel in both the offshore supply vessel segment and the tug and tank barge
segment remained fairly constant. Changes in operating expenses resulted
primarily from changes in the number and size of vessels operating in the fleet
during the periods.
 
     Operating expense for our offshore supply vessel segment increased $5.1
million in 1999 to $5.3 million compared to $0.2 million in 1998. As previously
indicated, this increase resulted from the addition of the newly constructed
vessels placed in service in late 1998 and during 1999.
 
     Operating expense for our tug and tank barge segment increased $1.5 million
or 14% in 1999 to $12 million compared to $10.5 million in 1998. This increase
in operating expense resulted from the sale and purchase, previously described,
of certain tank barges and the constructive total loss incurred as the result of
the grounding of the M/V New Jersey in March 1998. The vessel was subsequently
repurchased from the insurance company for salvage value, repaired and returned
to service as the M/V Tradewind Service in March 1999. The barge sale and
purchase in March 1999 resulted in increases in depreciation, insurance and crew
costs. In addition, planned drydocking amortization cost increased as a result
of the cost of regularly scheduled drydock for repair, maintenance and
regulatory recertification. The resulting daily average operating cost increased
from $4,124 per day in 1998 to $4,648 per day in 1999, a change of $524 per day
or 13%.
 
     General and Administrative Expense.  Our general and administrative expense
was $1.7 million in the year ended December 31, 1998 compared to $2.5 million in
the year ended December 31, 1999, an increase of $0.8 million or 47%. This
increase primarily resulted from the addition of a shore-based administrative
facility in Puerto Rico to service our Caribbean tug and tank barge operations,
the cost of consolidating operations, accounting and management offices into one
location and an increase in profit-based incentive bonus compensation accruals
as our profitability increased.
 
     Interest Expense.  Interest expense was $5.1 million in the year ended
December 31, 1999 compared to $1.2 million in the year ended December 31, 1998,
an increase of $3.9 million or 325%. This increase reflects the incurrence of
debt to construct offshore supply vessels that were delivered in 1998 and 1999.
Interest expense increased as vessels were delivered in late 1998 and throughout
1999 due to the conversion from construction interest, which was capitalized, to
interest expense under term financing. During 1998, the proceeds of a debt
placement provided interest income which partially offset interest expense.
Moreover, the amortization of financing costs and the warrant valuation
adjustment that occurred in connection with the June 1998 debt placement were
reflected for all of 1999 compared to six months in 1998.
 
     Income Tax Expense.  The effective tax rate for the year ended December 31,
1998 was 264% compared to an effective rate of 39% for the year ended December
31, 1999. The effective rate for 1998 was significantly influenced by our
approximate breakeven operations in 1998. The effective rate returned to a
normal level in 1999 due to our increase in operating income.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Our principal needs for capital are to fund ongoing operations, capital
expenditures for the construction of new vessels and acquisitions and debt
service. We have historically financed our capital needs with cash flow from
operations, issuances of equity and borrowings under our credit facilities.
 
     Net cash provided by operating activities was $1.6 million in 1999, $4.2
million in 2000 and $9.5 million in the first six months of 2001. Changes in
cash flow from operating activities are principally the result of higher income
from operations after considering increases in depreciation and amortization due
to increases in our vessel fleet offset by changes in our net working capital.
 
     Net cash used in investing activities was $42.3 million in 1999, $16.2
million in 2000 and $56.9 million in the first six months of 2001. Net cash used
in investing activities was primarily the result of new vessel construction and
acquisitions. Included in these cash amounts are drydocking expenditures,
predominately related to vessel re-certification, of $1 million in 1999 and $1.7
million in 2000. There were no drydocking expenditures in the first six months
of 2001. Under our accounting policy, we generally capitalize drydocking
expenditures related to vessel re-certification and amortize the amount over 30
or 60 months.
 
                                        39

<PAGE>   45
 
     Net cash provided by financing activities was $43.7 million in 1999, $38.9
million in 2000 and $36.3 million in the first six months of 2001. Net cash
provided by financing activities was primarily the result of issuances of equity
and borrowings under our credit facilities.
 
     On July 24, 2001, the Company issued $175,000 in principal of 10 5/8%
Series A senior notes due 2008. Interest on the notes is due February 1 and
August 1 of each year until maturity. We realized net proceeds of $165.0 million
which was used to repay and extinguish substantially all of our outstanding
indebtedness under its existing credit facilities.
 
     At June 30, 2001, we had outstanding debt of $125.8 million under our
former credit facilities. Included in that number was an additional $20 million
we borrowed under one of our former credit facilities to fund a portion of the
acquisition cost of the tugs and tank barges purchased from the Spentonbush/Red
Star Group on May 31, 2001. All of our outstanding debt under our former credit
facilities was repaid and fully extinguished with a portion of the proceeds of
the private placement of the Series A notes described above. We have received a
commitment letter from one of our former lenders for a new senior secured
revolving line of credit of $50 million. Pursuant to the proposed terms of this
new senior secured revolving credit facility, our borrowings under this facility
are limited to $25 million until we have obtained the lenders' concurrence to
the use of proceeds of borrowings in excess of $25 million and meet certain
ratios. Pursuant to the indenture governing the notes, the level of permitted
borrowings under this facility initially will be limited to $25 million plus 15%
of the increase in our consolidated net tangible assets.
 
     For a more detailed discussion of the anticipated terms of the proposed new
senior secured revolving credit facility, see "Description of Other
Indebtedness."
 
     In September 2001, we issued 50,000 shares of our common stock to an
employee for proceeds in the aggregate amount of $132,500. These proceeds are
available for general corporate purposes.
 
     In August 2001, we issued 273,585 shares of our common stock to one of our
existing stockholders for a purchase price of $725,000. These proceeds were used
to finance the non-refundable deposit we paid to our warrantholders as a deposit
toward the repurchase of their warrants.
 
     In November 2000, we issued 13,178,555 shares of our common stock for gross
proceeds of $35 million. We used the proceeds of the private placement
principally to make initial payments required to begin construction of four
deepwater offshore supply vessels and to pay the non-debt-financed portion of
the acquisition cost of the tugs and tank barges purchased from the
Spentonbush/Red Star Group. Remaining funds have been used or remain available
for acquisitions and general corporate purposes, including working capital.
 
     As of June 30, 2001, we had working capital of approximately $18.6 million.
As of June 30, 2001, we were committed under vessel construction contracts to
complete construction of five offshore supply vessels. As of June 30, 2001, the
amount expected to be expended to complete construction of these vessels was
approximately $50.0 million, which becomes due at various dates through April
2002.
 
     During 2000, we made capital expenditures of approximately $16.0 million.
For 2001, through June 30, we expended approximately $56.9 million for vessel
construction and the Spentonbush/Red Star Group acquisition and we currently
anticipate that we will make capital expenditures of approximately $43.1 million
during the remainder of 2001, primarily for the construction of offshore supply
vessels and the purchase of our Brooklyn facility. We believe that, cash on hand
and cash generated from operations will provide sufficient funds for our
identified capital projects, debt service and working capital requirements. Our
strategy, however, includes expanding our fleet through the construction or
acquisition of additional offshore supply vessels, tugs and tank barges as
needed to take advantage of the strong demand for such vessels. Depending on the
market demand for offshore supply vessels, tugs and tank barges and
consolidation opportunities that may arise, we may require additional debt or
equity financing. Although we continue to evaluate potential acquisitions and
newbuild opportunities, we do not presently have any agreements, understandings
or arrangements with respect to any specific acquisition target.
 
                                        40

<PAGE>   46
 
     As of December 31, 2000, we had federal net operating loss carryforwards of
approximately $15.7 million available through 2017 to offset future taxable
income. In addition, we expect our federal tax net operating losses to increase
due to our use of accelerated tax depreciation with respect to new vessels. Our
use of these net operating losses may be limited due to U.S. tax laws. Based on
the age and composition of our current fleet, however, we expect to pay a lower
than normal amount of federal income taxes over the next five years. See Note 8
to our Consolidated Financial Statements included elsewhere in this prospectus.
 
INFLATION
 
     To date, general inflationary trends have not had a material effect on our
operating revenues or expenses.
 
                                        41

<PAGE>   47
 
                           SPENTONBUSH/RED STAR GROUP
 
               SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION
                       (IN THOUSANDS, EXCEPT VESSEL DATA)
 
     The following table presents selected historical combined financial
information for the Spentonbush/Red Star Group, which should be read in
conjunction with, and is qualified in its entirety by reference to, the combined
financial statements of the Spentonbush/Red Star Group and notes to those
statements included elsewhere in this prospectus. The information includes the
results of operations of one tug and one tank barge owned by the Spentonbush/Red
Star Group that we did not purchase. The selected financial information for each
of the years in the three-year period ended December 31, 2000 has been derived
from the audited combined financial statements of the Spentonbush/Red Star
Group. All interim financial information is unaudited and is derived from the
Spentonbush/Red Star Group unaudited combined financial statements.
 

<Table>
<Caption>
                                                                             THREE MONTHS ENDED
                                                 YEAR ENDED DECEMBER 31,          MARCH 31,
                                               ---------------------------   -------------------
                                                1998      1999      2000       2000       2001
                                               -------   -------   -------   --------   --------
<S>                                            <C>       <C>       <C>       <C>        <C>
STATEMENT OF OPERATIONS DATA:
Revenue......................................  $32,813   $30,220   $40,848   $11,376    $12,983
Operating expenses...........................   24,839    21,258    26,159     6,576      8,030
General and administrative expenses..........    4,004     3,936     5,092     1,300      1,099
Operating income.............................    3,970     5,026     9,597     3,500      3,854
Other income (expense).......................    1,398       279         4         1          1
Income before income taxes...................    5,368     5,305     9,601     3,501      3,855
Income tax expense...........................    1,912     1,923     3,405     1,240      1,367
Net income...................................    3,456     3,382     6,196     2,261      2,488
OTHER FINANCIAL DATA (UNAUDITED):
EBITDA(1)....................................  $ 6,160   $ 5,467   $ 9,763   $ 3,541    $ 3,896
Capital expenditures.........................       52        16        --        --         --
Depreciation and amortization................      792       162       162        40         41
OTHER OPERATING DATA (UNAUDITED):
Tugs and Tank Barges:
  Average number of tank barges(2)...........       10        10        10        10         10
  Average fleet capacity (barrels)(2)........  720,505   720,505   720,505   720,505    720,505
  Average barge capacity(2)..................   72,051    72,051    72,051    72,051     72,051
  Average utilization rate(3)................     73.1%     66.0%     77.7%     81.4%      85.4%
  Average dayrate(4).........................  $12,298   $12,545   $14,364   $15,538    $16,892
BALANCE SHEET DATA:
Cash and cash equivalents....................  $     2   $     2   $     2   $     2    $     2
Working capital deficit......................   (7,843)   (6,468)  (10,473)   (8,233)    (8,252)
Property, plant and equipment, net...........      432       286       124       246         83
Total assets.................................    4,043     3,471     3,795     4,470      5,526
Total debt...................................       --        --        --        --         --
Stockholder's deficit........................   (7,334)   (6,149)  (10,283)   (7,947)    (8,097)
</Table>

 
---------------
 
(1) EBITDA is earnings before interest expense, provision for income taxes,
    depreciation and amortization. EBITDA is presented as it is commonly used by
    certain investors to analyze and compare operating performance and to
    determine a company's ability to service or incur debt. EBITDA should not be
    considered in isolation or as a substitute for net income, cash flow or
    other income or cash flow data or as a measure of a company's profitability
    or liquidity and is not a measure calculated in accordance with generally
    accepted accounting principles. EBITDA is not necessarily comparable with
    similarly titled measures reported by other companies.
 
(2) Includes one barge owned by the Spentonbush/Red Star Group that the Company
    did not purchase.
 
(3) Utilization rates are average rates based on a 365-day year. Tugs and tank
    barges are considered utilized when they are generating revenues.
 
(4) Average dayrates represent average revenue per day, including time charters,
    revenues generated on a per-barrel-transported basis, demurrage, shipdocking
    and fuel surcharge revenue, based on the number of days during the period
    that the tank barges generated revenue.
 
                                        42

<PAGE>   48
 
 
                                   BUSINESS
 
     We are a leading provider of marine transportation services in the markets
we serve through the operation of newly constructed deepwater offshore supply
vessels in the Gulf of Mexico and ocean-going tugs and tank barges in the
northeastern United States and in Puerto Rico. Since 1997, we have significantly
increased the size of our fleet from six to 42 vessels through new construction
of offshore supply vessels and acquisitions of tugs and tank barges. Currently,
we own and operate a fleet of eight deepwater offshore supply vessels and have
another five deepwater vessels under construction. Following delivery of these
vessels, we believe that we will be the second largest operator of deepwater
offshore supply vessels in the Gulf of Mexico. We also own and operate a fleet
of thirteen ocean-going tugs and sixteen ocean-going tank barges. We operate the
largest fleet of tank barges for the transportation of petroleum products in
Puerto Rico and believe that we are the fourth largest transporter of petroleum
products by tank barge in New York Harbor.
 
COMPETITIVE STRENGTHS
 
     New Technologically Advanced Fleet of Deepwater Offshore Supply
Vessels.  Our offshore supply vessels have significantly more capacity and
operate more efficiently than conventional offshore supply vessels. They also
require significantly lower capital expenditures for scheduled drydockings and
maintenance than older vessels. We believe that our larger, faster and more
cost-efficient vessels will remain in high demand as exploration, development
and production activity in the deepwater Gulf of Mexico continues to increase.
 
     We believe that our operation of new technologically advanced offshore
supply vessels specifically designed to meet the needs of deepwater exploration,
development and production activity gives us a competitive advantage in
obtaining long-term contracts for our vessels and in attracting and retaining
crews. Since we accepted delivery of our first offshore supply vessel in
November 1998, our average utilization rate for our offshore supply vessels has
been approximately 95% compared to an industry average of approximately 75% over
the same time period, based on vessels available for service, according to One
Offshore, formerly Offshore Data Services.
 
     We believe that we operate the youngest fleet of offshore supply vessels in
the Gulf of Mexico. Over 80% of the Gulf of Mexico offshore supply vessel fleet
is over 18 years old with many approaching 25 years old, reflecting the absence
of any significant construction activity between the early 1980s and mid-1990s.
The average age of our offshore supply vessel fleet is less than two years, and
we have five additional offshore supply vessels under construction. Moreover,
our offshore supply vessels incorporate sophisticated technologies that allow us
to operate more effectively and more safely in deepwater markets. These
technologies include dynamic positioning, roll reduction systems, controllable
pitch thrusters and our unique cargo handling systems permitting high volume
transfer rates of liquid mud and dry bulk. Our offshore supply vessels are also
capable of operating both on the continental shelf and in the deepwater regions
of the Gulf of Mexico, which we believe gives us a competitive advantage over
operators of conventional offshore supply vessels.
 
     Because our vessels are designed specifically to handle the rougher seas in
the deepwater Gulf of Mexico, we are able to operate more safely than a
conventional offshore supply vessel designed for less challenging environments.
We believe that safety has become an increasingly important consideration for
oil and gas operators due to the environmental and regulatory sensitivity
associated with offshore drilling and production activity. In addition,
operators are especially concerned with a vessel's ability to avoid collisions
with multi-million dollar drilling rigs or production platforms during adverse
weather conditions, but are hesitant to stop operations in such conditions
because of the high daily cost of halting a deepwater operation. Our vessels
have been designed to mitigate the adverse impacts of bad weather conditions and
high seas, providing us with an important competitive advantage.
 
     Leading Market Presence.  We believe that we will be the second largest
operator of deepwater offshore supply vessels in the Gulf of Mexico following
delivery of our five offshore supply vessels currently under construction. We
operate the largest fleet of tank barges for the transportation of petroleum
products in Puerto Rico and, as a result of our recent acquisition of tugs and
tank barges from the Spentonbush/Red Star Group, affiliates of Amerada Hess,
believe that we are also the fourth largest tank barge transporter of clean and
dirty petroleum products in New York Harbor. Our offshore supply vessel and
ocean-going tug and tank barge fleets
                                        43

<PAGE>   49
 
also benefit from the restrictions of Section 27 of the Merchant Marine Act of
1920, commonly referred to as the Jones Act, which requires that vessels engaged
in coastwise U.S. trade, including along the coast of Puerto Rico, be built in
the United States, be U.S.-flagged and be owned and managed by U.S. citizens.
 
     Numerous Industry-Recognized Certifications.  We have pursued on a
voluntary basis and have received certifications and classifications for our
operations and vessels as part of our commitment to quality and safety. Our
vessels are classed by the American Bureau of Shipping, which develops and
verifies standards for the design, construction and operational maintenance of
vessels and facilities. We also maintain ISO 9000 and ISO 14001 certifications
for quality and environmental management, respectively, from the International
Standards Organization with respect to the tugs and tank barges acquired from
the Spentonbush/Red Star Group. Our other tugs and tank barges participate in
the Responsible Carrier Program, developed by the American Waterways Operators
to improve marine safety and environmental protection in the tank barge
industry. Our offshore supply vessels participate in the U.S. Coast Guard's
Streamlined Inspection Program in which we and the Coast Guard cooperate to
develop training, inspection and compliance processes, with our personnel
conducting periodic examinations of vessel systems and taking corrective actions
where necessary. Our tugs and tank barges acquired from the Spentonbush/Red Star
Group are also certified under the International Safety Management Code,
developed by the International Maritime Organization to provide internationally
recognized standards for the safe management and operation of ships and for
pollution prevention.
 
     History of Successful Deepwater Offshore Supply Vessel Construction.  We
employ senior management with significant naval architecture, marine engineering
and shipyard experience. We design our own offshore supply vessels and work
closely with our contracted shipyards in their construction. We typically source
and supply a large portion of the aggregate cost of a vessel with
owner-furnished equipment from vendors other than the shipyard. We delivered our
current fleet of eight deepwater offshore supply vessels within 3.5% of our
total budgeted construction days and at a lower total cost than our original
budget. We believe that our record of delivering new vessels without significant
delays gives us a competitive advantage in obtaining contracts for our vessels
before their actual delivery.
 
     Favorable OPA 90 Fleet Status.  Approximately 50% of the existing single
hulled tank barge capacity serving the northeastern United States is required to
be retired or substantially refurbished by December 31, 2005. Eleven of our
sixteen tank barges are not required under OPA 90 to be retired or double hulled
until 2015. Of the remainder, three are required to be retired or modified by
2004 and two by 2009. Because most of our barges are not required to be double
hulled until 2015, we believe we have a competitive advantage over operators
with barges that must be retired or modified to add double hulls before that
date.
 
     Long-term Contracts and a Diversified Fleet Provide Stability of Revenue
and Cash Flow.  We pursue long-term contracts to manage our growth and provide a
stable base of revenue and cash flow throughout the energy service industry
cycle. We regularly receive more inquiries regarding the charter of our vessels
than we have vessels to contract, allowing us to select our charterers
carefully. We have recently experienced a significant increase in such inquiries
as potential charterers have become aware of the capabilities and performance of
our newly constructed offshore supply vessels.
 
     Six of our nine current offshore supply vessels, including one vessel under
construction, the HOS Blue Ray, scheduled for delivery in October 2001, are
under contracts with expiration dates ranging from April 2003 through March
2006. These contracts generally provide for full year-round utilization, are
based on dayrates with a built-in escalation clause and are exclusively
dedicated to the charterer. We have signed a five-year contract for the HOS Blue
Ray.
 
     In connection with our recent acquisition of tugs and tank barges and
related business from the Spentonbush/Red Star Group, affiliates of Amerada
Hess, we have entered into a long-term contract of affreightment with Amerada
Hess to be its exclusive marine logistics provider and coastwise transporter of
petroleum products in the northeastern United States. This long term contract
with Amerada Hess, when coupled with our operation of tank barges in both the
northeastern United States and Puerto Rico, provides revenue diversification to
complement our offshore supply vessel fleet. We operate four of our tank barges
in Puerto Rico under annually renewable contracts that have been renewed in each
of the last three years.
                                        44

<PAGE>   50
 
     Experienced Management Team.  Our senior management team has an average of
19 years of marine transportation industry experience. We believe that our team
has successfully demonstrated its ability to grow our fleet through new
construction and strategic acquisitions and to secure profitable contracts for
our vessels in favorable and unfavorable market conditions. Our in-house naval
architecture team enables us to design and manage our new construction of
vessels, adapt our vessels for specialized purposes and oversee and manage the
drydocking process. We believe this will result in a lower overall cost of
ownership over the life of our vessels.
 
OUR STRATEGY
 
     Maintain Focus on Deepwater Gulf of Mexico.  We intend to maintain our
focus on operating high quality offshore supply vessels capable of working in
the deepwater regions of the Gulf of Mexico. Increasingly, oil and gas companies
are focusing capital expenditures on the exploration and development of reserves
in the deepwater Gulf of Mexico to replace slowing or declining production from
shallow water fields. We believe that there is a shortage of offshore supply
vessels that can effectively serve the current and planned drilling programs in
this market. Our offshore supply vessels are designed to meet the specialized
needs of these programs.
 
     Maintain Competitive Advantage By Using Sophisticated Technologies.  We
designed our offshore supply vessels to meet the higher capacity and performance
needs of our clients' drilling and production programs. This has been
accomplished through the incorporation of sophisticated propulsion and cargo
handling systems and larger capacities. For example, the HOS Innovator is the
first U.S.-flagged offshore supply vessel operating in the Gulf of Mexico to
receive Dynamic Positioning Class II Certification from the American Bureau of
Shipping. Dynamic positioning technology allows a vessel to maintain its
position without the use of anchors. We believe that the advanced features of
our offshore supply vessels give us a competitive advantage in obtaining
contracts.
 
     Continue Building New Vessels as Market Demand Dictates.  Since we were
formed in 1997, we have designed and delivered eight deepwater offshore supply
vessels. Of these vessels, all were delivered without significant delays or cost
overruns and are currently operating under time charters. We have five other
vessels under construction with anticipated delivery dates from October 2001 to
April 2002. The first of these vessels to be delivered is already contracted for
a five-year charter to begin upon delivery, and we have significant client
interest in chartering the remaining vessels to be delivered. We will continue
to monitor demand for vessels in determining the level and timing of additional
vessels under our newbuild program.
 
     Complementary Acquisitions.  To date we have completed three acquisitions
involving ocean-going tugs and tank barges. We will continue to evaluate
strategic acquisitions to expand our offshore supply vessel and tug and tank
barge fleets to increase market share and enhance long-term client
relationships.
 
     Optimize Tug and Tank Barge Operations.  We have consolidated the
operational management of our fleet in our new Brooklyn facility and intend to
optimize use of our tug and tank barge fleet by increasing services offered to
parties other than Amerada Hess. Before our acquisition of tugs and tank barges
from the Spentonbush/Red Star Group, these vessels were largely dedicated to the
use of Amerada Hess and its affiliates in New York Harbor. Centralized
operational management will allow us to move vessels from one region of
operations to another to take advantage of the changing mix of opportunities.
 
     Pursue Long-term Contracts.  The average initial term for our current
offshore supply vessel contracts is approximately three years. Our contract of
affreightment with Amerada Hess for the services of tugs and tank barges in the
northeastern United States has an initial term of June 1, 2001 through March 31,
2006. All of our other tug and tank barge contracts may be, and typically are,
renewed annually. We intend to maintain a significant percentage of our assets
working under long-term contracts, which results in high utilization rates and
provides a stable cash flow base to manage our debt obligations.
 
     Leverage Existing Customer Relationships to Meet Diversified Marine
Transportation Demand.  We intend to leverage our existing customer
relationships by expanding our services to certain customers with diversified
marine transportation needs. Many integrated oil companies require offshore
supply vessels to
 
                                        45

<PAGE>   51
 
support their exploration and production activities and ocean-going tug and tank
barges to support their refining, trading and retail distribution activities.
 
OVERVIEW OF OUR INDUSTRY
 
     Offshore Supply Vessel Industry.  Oil prices increased significantly during
1999 and 2000 and, despite recent volatility, have remained high during 2001
compared to historical prices. During the same period natural gas prices have
also generally increased. The increases in the prices of oil and gas combined
with a tightening of inventory levels have increased the demand for working
drilling rigs and related services. Although the industry has not yet rebounded
in full from the sharp decline experienced in 1998, U.S.-based offshore supply
vessel activity stabilized during the first half of 1999, and domestic vessel
demand recovered gradually throughout the remainder of 1999, 2000 and into 2001.
The active Gulf of Mexico offshore supply vessel fleet is currently operating at
nearly 84% utilization, largely because of continuing strong offshore rig
utilization as exploration, development and production companies drill to meet
increased demand for oil and gas and to replace reserves lost through depletion.
The working rig count in the Gulf of Mexico has increased from 118 at the end of
1999 to 154 at the end of August 2001. The offshore supply vessel fleet in the
Gulf of Mexico numbered 352 at the end of 2001, of which we believe
approximately 33 were unavailable for immediate service because they are cold
stacked. Approximately one-quarter of the over 300 active vessels have been
built or "stretched" since 1996, and are designed to operate in the deepwater
regions of the Gulf of Mexico.
 
     The Gulf of Mexico is a bifurcated market of continental shelf and
deepwater regions. New technologies have lowered deepwater finding and
development costs. Deepwater exploration and development activity, once begun,
is less sensitive to the normal volatility associated with oil and gas prices
due to the anticipated longer duration and higher costs required to develop
deepwater projects. The number of deepwater fields under evaluation and
development has grown dramatically in recent years. The deepwater Gulf of Mexico
provided over 25% of domestic oil and gas production in 2000, up from roughly 5%
in 1990. Of the 72 deepwater Gulf of Mexico fields discovered to date, 42 fields
began production by the end of 2000, and another ten are expected to begin or
have begun production in 2001. We believe that the development of these fields,
and other potential discoveries, will result in a need for additional offshore
supply vessels beyond the number of currently available vessels and vessels
being constructed under announced construction plans.
 
     We anticipate that demand for deepwater offshore supply vessels in the Gulf
of Mexico will increase significantly in the near future based on continued high
rig utilization rates and the beginning of production activity at new deepwater
facilities. Because larger capacities and longer ranges are required to work in
deepwater regions, we believe that demand is most likely to be met through new
construction.
 
     Tug and Tank Barge Industry.  According to an industry survey that we
commissioned, approximately 1.2 million barrels of clean and dirty petroleum
products are transported each day by tank barges operating in the coastwise
trade in the northeastern United States. The market is made up of a vast network
of refineries, terminals, tankers and pipelines delivering products to the
harbors, most of which is then transported to smaller distribution terminals by
tank barges. The largest single market in the region is New York Harbor.
Imported petroleum products are primarily delivered to New York Harbor as it has
the capacity to receive products in cargo lots of 50,000 tons or more per
tanker. By contrast, draft limitations in most New England ports and drawbridge
limitations in Boston and Portland, Maine limit the average cargo carrying
capacity of direct imports into many of the largest New England ports to about
30,000 tons per tanker. This means that ships importing directly into New
England must frequently discharge in multiple ports or terminals or transfer
cargoes to tank barges, involving more time and cost. As existing tankers are
retired, they are typically replaced by larger tankers. As larger petroleum
tankers are being built, we believe that direct delivery into New York Harbor
with onward barging to New England, the Hudson River and Long Island will
increase.
 
     While the tank barge market in general is marked by steady demand over
time, we anticipate that demand for barging services will be strengthened as
larger oil tankers are being built to replace oil tankers removed from service
due to mandates under OPA 90. These larger-sized tankers are being built to
facilitate the importation of crude oil and petroleum products into the United
States, which is expected to grow at
 
                                        46

<PAGE>   52
 
compounded annual growth rates of 1.7% and 4.9%, respectively, through 2020,
according to the Energy Information Agency. These larger tankers will require
lightering services provided by tugs and tank barges. In addition, OPA 90 has
imposed significant limits on the service lives and capacity of most existing
tank barges. Approximately 50% of the existing combined U.S. flagged tanker and
tank barge fleet in the northeastern United States must be retired or
substantially refurbished by December 31, 2005. Based on the remaining lives of
the majority of our tank barge fleet under OPA 90, we believe we are well
positioned to obtain additional customers in the northeastern United States as
currently available capacity is legally required to be removed from service or
substantially refurbished.
 
OUR OFFSHORE SUPPLY VESSEL BUSINESS
 
     We serve the oil and gas industry in the deepwater region of the Gulf of
Mexico through the operation and management of a fleet of eight newly
constructed deepwater offshore supply vessels by our subsidiary, Hornbeck
Offshore Services, Inc. We also have five additional deepwater offshore supply
vessels under construction. We believe that the increased size of our vessel
fleet will enable us to take further advantage of the strong demand for offshore
supply vessels in the deepwater regions of the Gulf of Mexico, which has
resulted in high utilization levels and increased vessel dayrates.
 
     To design, maintain and expand the quality of our offshore supply vessel
fleet, we have gathered a core team of naval architects and other marine
professionals. Where appropriate, we work closely with potential charterers to
design vessels specifically to meet their anticipated needs in operating a
deepwater project that could have a duration of more than twenty years and
require expenditures exceeding $1 billion. In such circumstances, we generally
contract these specially designed vessels for three to five years, with renewal
options, before construction is completed. Moreover, because we have already
established a reputation for ontime delivery and reliability, charterers have
contacted us to construct vessels to meet their needs. Although we will design
vessels to meet the specific needs of a charterer, we ensure in our design that
customization does not preclude efficient operation of these vessels for other
customers, for other purposes or in other situations.
 
     Our offshore supply vessels serve drilling and production facilities and
support offshore construction and maintenance work. Supply boats differ from
other types of marine vessels in their cargo carrying flexibility and capacity.
In addition to transporting deck cargo, such as pipe or drummed material and
equipment, supply boats transport liquid mud, potable and drilling water, diesel
fuel and dry bulk cement. Accordingly, larger supply boats, which have greater
liquid mud and dry bulk cement capacities, as well as larger areas of open deck
space, than smaller supply boats, are generally in higher demand for deepwater
service than vessels without those capabilities.
 
     We designed our fleet of offshore supply vessels specifically to meet the
demands of the Gulf of Mexico's deepwater areas. Our vessels have two to three
times the dry bulk capacity and deck space, three to ten times the liquid mud
capacity and two to four times the deck tonnage as conventional 180' offshore
supply vessels, which are used primarily in shallow water regions on the
continental shelf. Our advanced cargo handling systems allow for dry bulk and
liquid cargoes to be loaded and unloaded three times faster, while the solid
state controls of our engines result in a 20% greater fuel efficiency than
vessels powered by conventional engines. Our advanced dynamic positioning
systems allow our vessels to maintain position within a minimal variance. Our
unique hull design and integrated rudder and thruster system provide a more
manageable vessel. Our vessels have been designed with state-of-the-art
lifesaving, fire alarm, monitoring, emergency power and fire suppression
systems. Our vessels also have double-bottomed and double-sided hulls that
minimize the environmental impact of hull penetrations, solid state control that
minimizes visible soot and polluting gases and zero discharge sewage and waste
systems that minimize the impact on regulated marine environments.
 
     While offshore supply vessels service existing oil and gas production
platforms as well as exploration and development activities, incremental vessel
demand depends primarily upon the level of drilling activity, which can be
influenced by a number of factors, including oil and gas prices and drilling
budgets of exploration and production companies. As a result, utilization and
dayrates have historically correlated to oil and gas prices and drilling
activity, although the higher initial costs of deepwater production and the
typically long-term
 
                                        47

<PAGE>   53
 
nature of deepwater offshore supply vessel contracts have weakened the
significance of that correlation in recent years. Our operations are presently
limited to the Gulf of Mexico, which is one of the largest natural gas
production areas in the United States. Natural gas currently accounts for
approximately 60% of all hydrocarbon production in the Gulf of Mexico, and as a
result, activity in this region is highly dependent upon natural gas prices.
 
     Based on the current level of oil and gas prices, the growth in deepwater
discoveries and announced development plans, the current and anticipated need
for additional drilling rigs to service such growth and the number of vessels
needed to service each rig, we anticipate that deepwater offshore supply vessel
demand will increase significantly by 2004. We expect a continued shortage of
adequate vessels serving the deepwater Gulf of Mexico despite plans announced by
several of our competitors to build new offshore supply vessels greater than
200' in length, which are specially designed for the deepwater market. Although
vessels operating in overseas locations that continue to be in compliance with
the Jones Act requirements may be remobilized from overseas locations if
dayrates increase significantly, we believe it is unlikely that any such
remobilization would have a significant impact in the near future.
 
     Our offshore supply vessels are also designed to support certain specialty
services, including well stimulation, remotely operated vehicles used in
oilfield construction, underwater inspections, marine seismic operations and
certain non-energy applications such as fiber optics cable installation. We have
designed our offshore supply vessels to include such characteristics as
maneuverability, fuel efficiency and firefighting capacity, which strengthens
demand for their use in specialty situations. One of our vessels, the HOS
Innovator, is currently providing remotely operated vehicle and diving support
under a three-year contract. We have also signed a five-year contract with a
large oilfield service company for our ninth offshore supply vessel, the HOS
Blue Ray, which is scheduled to be delivered in October 2001, to support well
stimulation services.
 
     We have focused on providing high quality, responsive service while
maintaining a low cost structure. We believe the quality of our fleet and the
strength of our management team will allow us to develop and maintain long-term
customer relationships. Although we currently operate exclusively in the Gulf of
Mexico, our vessels are capable of operating in deepwater regions around the
world and all of our vessels are either fully SOLAS (Safety of Life at Sea)
certified or SOLAS ready. SOLAS is the international convention that regulates
the technical characteristics of vessels for purposes of ensuring international
standards of safety for vessels engaged in commerce between international ports.
 
     The following table provides information, as of August 31, 2001, regarding
the offshore supply vessels owned by the Company as well as those under
construction.
 
                            OFFSHORE SUPPLY VESSELS
 

<Table>
<Caption>
                                                                                    BRAKE
                            CLASS        CURRENT SERVICE                           HORSE-
NAME                    LENGTH (FEET)      FUNCTION(1)         DATE IN SERVICE      POWER
----                    -------------   ------------------   -------------------   -------
<S>                     <C>             <C>                  <C>                   <C>
HOS Crossfire.........       200        Supply               November 1998          4,000
HOS Super H...........       200        Supply               January 1999           4,000
HOS Brigadoon.........       200        Supply               March 1999             4,000
HOS Thunderfoot.......       200        ROV Support/Supply   May 1999               4,000
HOS Dakota............       200        Supply               June 1999              4,000
HOS Deepwater.........       240        Supply               November 1999          4,500
HOS Cornerstone.......       240        Supply               March 2000             4,500
HOS Innovator.........       240        ROV Support          April 2001             4,500
HOS Blue Ray..........       265        Well Stimulation     October 2001 (Est.)    6,700
Newbuild 2............       240        TBD                  January 2002 (Est.)    4,500
Newbuild 3............       265        TBD                  March 2002 (Est.)      6,700
Newbuild 4............       265        TBD                  April 2002 (Est.)      6,700
Newbuild 5............       265        TBD                  April 2002 (Est.)      6,700
</Table>

 
---------------
 
(1) ROV: remotely operated vehicle
 
    TBD: to be determined
 
                                        48

<PAGE>   54
 
     The following table provides a comparison of certain specifications and
capabilities of our deepwater offshore supply vessels in comparison to
conventional 180' offshore supply vessels used primarily on the continental
shelf of the Gulf of Mexico.
 

<Table>
<Caption>
                                    CONVENTIONAL
                                        180'       HORNBECK 200'   HORNBECK 240'   HORNBECK 265'
                                       OSV(1)          CLASS           CLASS           CLASS
                                    ------------   -------------   -------------   -------------
<S>                                 <C>            <C>             <C>             <C>
SIZE
  Class length overall (ft.)......        180               200             240             265
  Breadth (ft.)...................         40                54              54              60
  Depth (ft.).....................         14                18              18              22
  Maximum draft (ft.).............         12                13              13              16
  Deadweight (long tons)..........        950             1,750           2,250           3,560
  Clear deck area (sq. ft.).......      3,450             6,580           8,836           9,212
CAPACITY
  Fuel capacity (gallons).........     79,400            90,000         151,800         151,800
  Fuel pumping rate (gallons per
     minute)......................        275               500             500             500
  Drill water capacity (cu.
     ft.).........................    141,000           240,000         240,000         332,500
  Dry bulk capacity (cu. ft.).....      4,000             7,000           8,400          10,800
  Liquid mud capacity (barrels)...      1,200             3,640           6,475          11,500
  Liquid mud pumping rate (gals
     per minute)..................        250               550             600             600
  Potable water capacity
     (gallons)....................     11,500            52,200          52,200          52,200
MACHINERY
  Main engines (horsepower).......      2,250             4,000           4,500           6,700
  Auxiliaries (number)............          2                 3               3               3
  Total rating (kw)...............        270               750             750           1,000
  Bow thruster (horsepower).......        325               800           1,600           2,400
     Type.........................                 Controllable    Controllable    Controllable
                                    Fixed Pitch           Pitch           Pitch           Pitch
  Stern thruster (horsepower).....        N/A               N/A             800           1,600
     Type.........................                                 Controllable    Controllable
                                          N/A               N/A           Pitch           Pitch
  Fire fighting (gallons per
     minute)......................      1,000             1,250           2,700           2,700
  Dynamic positioning(2)..........        N/A               DP1           DP1/2           DP2/3
CREW REQUIREMENTS
  Number of personnel(3)..........          5                 5               5               7
</Table>

 
---------------
 
(1) Statistics are for a typical 180' class vessel. Actual specifications and
    capabilities may vary from vessel to vessel.
 
(2) Dynamic positioning permits a vessel to maintain position without the use of
    anchors. The numbers "1," "2" and "3" refer to increasing levels of
    sophistication and system redundancy features.
 
(3) Regulatory manning requirements; depending on the services provided,
    operators may man vessels with more crew than required by regulations.
 
OUR TUG AND TANK BARGE BUSINESS
 
     Through our subsidiary, LEEVAC Marine, Inc., we own and operate a fleet of
thirteen ocean-going tugs and sixteen ocean-going tank barges, one of which has
been bareboat chartered to a third party. Generally, a
 
                                        49

<PAGE>   55
 
tug and tank barge work together as a "tow" to transport refined or bunker grade
petroleum products along the coast of Puerto Rico and in the Caribbean and the
upper east coast of the United States. A tank barge carries petroleum products
that are typically characterized as either "clean" or "dirty." Clean products
are primarily gasoline, home heating oil, diesel fuel and jet fuel. Dirty
products are mainly residual fuel oil and asphalts.
 
     Our tugs and tank barges serve the northeastern U.S. coast, primarily New
York Harbor, by transporting both clean and dirty petroleum products to and from
refineries and distribution terminals. Our tugs and tank barges also transport
both clean and dirty petroleum products from refineries and distribution
terminals to the Puerto Rico Electric Power Authority and to utilities located
on other Caribbean islands. In addition, we provide ship lightering, bunkering
and docking services in these markets.
 
     On May 31, 2001, we acquired nine ocean-going tugs and nine ocean-going
tank barges from the Spentonbush/Red Star Group, composed of certain affiliates
of Amerada Hess, as well as the business related to these tugs and barges,
greatly expanding our capacity in the northeastern United States and increasing
our market share of the coastwise trade on the U.S. upper east coast. As part of
the acquisition, Amerada Hess entered into a long-term contract of affreightment
with us pursuant to which Amerada Hess has committed to use us as its exclusive
marine logistics provider and transporter of liquid petroleum products in the
northeastern United States. Under this contract, Amerada Hess has committed to
ship a minimum of 45 million barrels annually for an initial period from June 1,
2001 through March 31, 2006 with options to renew for subsequent periods. Also
under the contract, we have the opportunity, on a reasonable commercial efforts
basis, to coordinate the marine logistics for Amerada Hess in the southeastern
United States, subject to Amerada Hess's right to cancel within 30 days after
December 31 of each year of the contract.
 
     The contract of affreightment will provide us with a significant source of
revenues over the life of the contract. Our contract of affreightment allows
Amerada Hess to reduce its minimum annual cargo volume commitment subject to a
significant adjustment penalty. If Amerada Hess does not transport volumes as
contemplated under the contract, we believe that we would be able to replace
such volumes through other customers. We believe that there is currently little
or no excess capacity in the northeastern United States coastwise trade tank
barge market during the peak heating season and it is not likely that there will
be excess capacity in the foreseeable future. Thus, a change by Amerada Hess to
another marine transporter would cause the displacement of such transporter's
other customers. Given the lack of excess capacity in this market, we believe
that such displaced customers would turn to us because we would be the only
marine transporter with available capacity.
 
                                        50

<PAGE>   56
 
     The following tables provide information, as of July 31, 2001, regarding
the tugs and tank barges we own, including those acquired from the
Spentonbush/Red Star Group.
 
                            OCEAN-GOING TANK BARGES
 

<Table>
<Caption>
                                             BARREL                                   OPA 90
NAME                                        CAPACITY   LENGTH (FEET)   YEAR BUILT    DATE(1)
----                                        --------   -------------   ----------   ----------
<S>                                         <C>        <C>             <C>          <C>
Energy 11101..............................  111,844         420           1979         2009
Energy 11102..............................  111,844         420           1979         2009
Energy 9801...............................   97,432         390           1967         2004
Energy 9501...............................   94,442         346           1972         2004
Energy 8701...............................   86,454         360           1976         2004
Energy 7002...............................   72,693         351           1971         2015
Energy 7001...............................   72,016         300           1977         2015
Energy 6504...............................   66,333         305           1958         2015
Energy 6505...............................   65,710         328           1978         2015
Energy 6503...............................   65,145         327           1988         2015
Energy 6502...............................   64,317         300           1980         2015
Energy 6501...............................   63,875         300           1974         2015
Energy 5501...............................   57,848         341           1969         2015
Energy 5502...............................   55,761         309           1969         2015
Energy 2201...............................   22,556         242           1973         2015
Energy 2202...............................   22,457         242           1974         2015
</Table>

 
---------------
 
(1) For a discussion of OPA 90 see "-- Environmental and Other Governmental
    Regulations" below.
 
                                OCEAN-GOING TUGS
 

<Table>
<Caption>
                                                                                       BRAKE
NAME                                    GROSS TONNAGE   LENGTH (FEET)   YEAR BUILT   HORSEPOWER
----                                    -------------   -------------   ----------   ----------
<S>                                     <C>             <C>             <C>          <C>
Ponce Service.........................       190             107           1970        4,200
Caribe Service........................       194             111           1970        4,200
Atlantic Service......................       198             105           1978        4,000
Brooklyn Service......................       198             105           1975        4,000
Gulf Service..........................       198             126           1979        4,000
Tradewind Service.....................       183             105           1975        3,000
Yabucoa Service.......................       183             105           1975        3,000
Spartan Service.......................       126             102           1978        3,000
Sea Service...........................       173             109           1975        2,820
Port Service..........................       198              95           1957        2,300
North Service.........................       187             100           1978        2,200
Bay Ridge Service.....................       194             100           1981        2,000
Stapleton Service.....................       146              78           1966        1,530
</Table>

 
CUSTOMERS AND CHARTER TERMS
 
     Major integrated oil companies and large independent oil and gas
exploration, development and production companies constitute the majority of our
customers for our offshore supply vessel services, while refining, marketing and
trading companies constitute the majority of our customers for our tug and tank
barge services. The number and identity of our customers vary from year to year,
as does the percentage of revenues
 
                                        51

<PAGE>   57
 
attributable to a specific customer. The percentage of revenues attributable to
a customer in any particular year depends on the level of oil and gas
exploration, development and production activities undertaken or refined
petroleum products or crude oil transported by a particular customer, the
availability and suitability of our vessels for the customer's projects or
products and other factors, many of which are beyond our control.
 
     Currently, six of our nine offshore supply vessels, including the HOS Blue
Ray scheduled for delivery in October 2001, are under long-term charter
contracts, with initial terms ranging from two to five years. Certain of the
contracts for our offshore supply vessels contain early termination options in
favor of the customer, some with substantial early termination penalties
designed to discourage the customers from exercising such options. Similarly,
thirteen of our sixteen tank barges provide services under long-term contracts
of one year or longer. Our offshore supply vessels have performed services for
34 different customers, and our tugs and tank barges have performed services for
84 different customers. Because of the variety and number of customers
historically using the services of our fleet, we believe that the loss of any
one customer would not have a material adverse effect on our business.
 
     We enter into a variety of contract arrangements with our customers,
including spot and time charters, contracts of affreightment and consecutive
voyage contracts. Under spot market and time charters, we earn revenue based on
a fixed dayrate, and the customer normally absorbs certain direct voyage costs,
including fuel, dockage fees and outside services. We absorb these costs under a
contract of affreightment. Our contracts are obtained through competitive
bidding or, with established customers, through negotiation.
 
COMPETITION
 
     We operate in a highly competitive industry. Competition in the offshore
supply vessel and ocean-going tug and tank barge segments of the marine
transportation industry primarily involves factors such as:
 
     - availability and capability of the vessels,
 
     - ability to meet the customer's schedule,
 
     - price,
 
     - safety record,
 
     - reputation and
 
     - experience.
 
     Under the terms of the Merchant Marine Act of 1920, also known as the Jones
Act, competition in the coastwise trade in the United States and Puerto Rico is
restricted to vessels built in the United States that are U.S. flagged and owned
and managed by U.S. citizens.
 
     We believe we operate the second largest fleet of offshore supply vessels
designed for service in the deepwater Gulf of Mexico. We operate the largest
tank barge fleet in Puerto Rico and we believe that we are the fourth largest
transporter by tank barge of petroleum products in New York Harbor.
 
     We do not anticipate significant competition in the near term from
pipelines as an alternative method of petroleum product delivery in the
northeastern United States or Puerto Rico. No pipelines are currently under
construction that could provide significant competition to tank barges in the
northeastern United States or Puerto Rico.
 
     Although some of our principal competitors are larger and have greater
financial resources and international experience, we believe that our operating
capabilities and reputation enable us to compete effectively with other fleets
in the market areas in which we operate. In particular, we believe that the
relatively young age and advanced features of our offshore supply vessels
provide us with a competitive advantage in both the shelf and deepwater segments
of the Gulf of Mexico. The ages of our offshore supply vessels range from two
months to 30 months, while approximately 80% of the offshore supply vessels
operating in the Gulf of Mexico continental shelf areas are over 18 years old,
with many approaching 25 years old. We believe that many of these older vessels
will be retired in the next few years. In addition to the young age of
 
                                        52

<PAGE>   58
 
our fleet, the advanced capabilities of our fleet position us to take advantage
of the expanding deepwater segment of the Gulf of Mexico. Operators in the
deepwater segment of the Gulf of Mexico typically require larger offshore supply
vessels with greater capacities than conventional 180' class offshore supply
vessels. All of our existing supply vessels provide faster horsepower and
greater capacities for drill water, dry bulk, drilling mud and mud pumping than
conventional vessels. Upon completion of our five vessels currently under
construction, we believe that we will be in an even better position to provide
continuing service in the growing deepwater segment of the Gulf of Mexico. We
also believe we hold a competitive advantage with respect to our tank barges:
most of our barges will not be required to be removed from service under OPA 90
until January 1, 2015, while many of the tank barges in the fleets of our
competitors currently operating in the northeastern U.S. must be retired or
modified by 2005. We also believe we have a competitive advantage with respect
to our tank barge operations in Puerto Rico because labor restrictions and tax
laws in Puerto Rico and mobilization/demobilization costs make it impractical
for competitors to provide occasional transportation services without entering
the market on a long-term basis.
 
ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATION
 
     Our operations are significantly affected by a variety of federal, state
and local laws and regulations governing worker health and safety and the
manning, construction and operation of vessels. Certain governmental agencies,
including the U.S. Coast Guard, the National Transportation Safety Board, the
U.S. Customs Service and the Maritime Administration of the U.S. Department of
Transportation, have jurisdiction over our operations. In addition, private
industry organizations such as the American Bureau of Shipping oversee aspects
of our business. The Coast Guard and the National Transportation Safety Board
establish safety criteria and are authorized to investigate vessel accidents and
recommend improved safety standards.
 
     The U.S. Coast Guard regulates and enforces various aspects of marine
offshore vessel operations. Among these are classification, certification,
routes, dry-docking intervals, manning requirements, tonnage requirements and
restrictions, hull and shafting requirements and vessel documentation. Coast
Guard regulations require that each of our vessels be dry-docked for inspection
at least twice within a five-year period.
 
     Under Section 27 of the Merchant Marine Act of 1920, also known as the
Jones Act, the privilege of transporting merchandise or passengers for hire in
the coastwise trade in U.S. domestic waters extends only to vessels that are
owned and managed by U.S. citizens and are built in and registered under the
laws of the United States. A corporation is not considered a U.S. citizen
unless, among other things:
 
     - the corporation is organized under the laws of the United States or of a
       state, territory or possession of the United States,
 
     - at least 75% of the ownership of voting interest with respect to its
       capital stock is held by U.S. citizens,
 
     - the corporation's chief executive officer, president and chairman of the
       board are U.S. citizens and
 
     - no more than a minority of the number of directors necessary to
       constitute a quorum for the transaction of business are foreigners.
 
If we fail to comply with these requirements, our vessels lose their eligibility
to engage in coastwise trade within U.S. domestic waters. To facilitate
compliance, our certificate of incorporation:
 
     - limits ownership by foreigners of any class of our capital stock
       (including our common stock) to 22.5%, so that foreign ownership will not
       exceed the 25% permitted;
 
     - permits withholding of dividends and suspension of voting rights with
       respect to any shares held by foreigners that exceed 22.5%;
 
     - permits a stock certification system with two types of certificates to
       aid tracking of ownership and
 
     - permits our board of directors to make such determinations to ascertain
       ownership and implement such measures as reasonably may be necessary.
                                        53

<PAGE>   59
 
     Our operations are also subject to a variety of federal, state, local and
international laws and regulations regarding the discharge of materials into the
environment or otherwise relating to environmental protection. The requirements
of these laws and regulations have become more complex and stringent in recent
years and may, in certain circumstances, impose strict liability, rendering a
company liable for environmental damages and remediation costs without regard to
negligence or fault on the part of such party. Aside from possible liability for
damages and costs associated with releases of hazardous materials including oil
into the environment, such laws and regulations may expose us to liability for
the conditions caused by others or even acts of ours that were in compliance
with all applicable laws and regulations at the time such acts were performed.
Failure to comply with applicable laws and regulations may result in the
imposition of administrative, civil and criminal penalties, revocation of
permits, and issuance of corrective action orders. Moreover, it is possible that
changes in the environmental laws, regulations or enforcement policies or claims
for damages to persons, property, natural resources or the environment could
result in substantial costs and liabilities to us. We believe that we are in
substantial compliance with currently applicable environmental laws and
regulations.
 
     OPA 90 and regulations promulgated pursuant thereto impose a variety of
regulations on "responsible parties" related to the prevention of oil spills and
liability for damages resulting from such spills. A "responsible party" includes
the owner or operator of an onshore facility, pipeline or vessel or the lessee
or permittee of the area in which an offshore facility is located. OPA 90
assigns liability to each responsible party for oil removal costs and a variety
of public and private damages. Under OPA 90, "tank vessels" of over 3,000 gross
tons that carry oil or other hazardous materials in bulk as cargo, a term which
includes our tank barges, are subject to liability limits of the greater of
$1,200 per gross ton or $10,000,000. For any vessels, other than "tank vessels,"
that are subject to OPA 90, the liability limits are the greater of $500,000 or
$600 per gross ton. A party cannot take advantage of liability limits if the
spill was caused by gross negligence or willful misconduct or resulted from
violation of a federal safety, construction or operating regulation. If the
party fails to report a spill or to cooperate fully in the cleanup, the
liability limits likewise do not apply.
 
     OPA 90 also imposes ongoing requirements on a responsible party, including
preparedness and prevention of oil spills, preparation of an oil spill response
plan and proof of financial responsibility (to cover at least some costs in a
potential spill) for vessels in excess of 300 gross tons. We have engaged the
National Response Corporation to serve as our independent contractor for
purposes of providing stand-by oil spill response services in all geographical
areas of our fleet operations. In addition, our Oil Spill Response Plan has been
approved by the U.S. Coast Guard. Finally, we have provided satisfactory
evidence of financial responsibility to the U.S. Coast Guard for all of our
vessels over 300 tons.
 
     OPA 90 requires that all newly-built tank vessels used in the transport of
petroleum products be built with double-hulls and provides for a phase-out
period for existing single-hull vessels. Modifying existing vessels to provide
for double-hulls will be required of all tank barges and tankers in the industry
by the year 2015. We are in a favorable position concerning this provision
because a significant number of vessels in our fleet of tank barges weigh less
than 5,000 gross tons. Vessels of such tonnage may continue to operate without
double-hulls through the year 2015. Under existing legal requirements,
therefore, we will not be required to modify or replace most of our tank barges
before 2015. Although we are not aware of anything that would lead us to believe
this will change, a change in the law affecting the requirement for double-hulls
or other aspects of our operations may occur that would require us to modify or
replace our existing tank barge fleet earlier than currently anticipated.
 
     The Clean Water Act imposes strict controls on the discharge of pollutants
into the navigable waters of the United States. The Clean Water Act also
provides for civil, criminal and administrative penalties for any unauthorized
discharge of oil or other hazardous substances in reportable quantities and
imposes substantial liability for the costs of removal and remediation of an
unauthorized discharge. Many states have laws that are analogous to the Clean
Water Act and also require remediation of accidental releases of petroleum in
reportable quantities. Our vessels routinely transport diesel fuel to offshore
rigs and platforms and also carry diesel fuel for their own use. Our supply
boats transport bulk chemical materials used in drilling activities and liquid
mud, which contains oil and oil by-products. We maintain vessel response plans
as required by the Clean Water Act to address potential oil spills.
                                        54

<PAGE>   60
 
     The Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, also known as "CERCLA" or "Superfund," and similar laws impose
liability for releases of hazardous substances into the environment. CERCLA
currently exempts crude oil from the definition of hazardous substances for
purposes of the statute, but our operations may involve the use or handling of
other materials that may be classified as hazardous substances. CERCLA assigns
strict liability to each responsible party for all response and remediation
costs, as well as natural resource damages and thus we could be held liable for
releases of hazardous substances that resulted from operations by third parties
not under our control or for releases associated with practices performed by us
or others that were standard in the industry at the time.
 
     The Resource Conservation and Recovery Act regulates the generation,
transportation, storage, treatment and disposal of onshore hazardous and
non-hazardous wastes and requires states to develop programs to ensure the safe
disposal of wastes. We generate non-hazardous wastes and small quantities of
hazardous wastes in connection with routine operations. We believe that all of
the wastes that we generate are handled in compliance with the Resource
Conservation and Recovery Act and analogous state statutes.
 
     In or around early September 2000, LEEVAC Marine, a subsidiary of ours, was
one of approximately 130 companies that received a letter from the U.S.
Environmental Protection Agency, also known as the "EPA," directing LEEVAC
Marine to respond to a request for information on hazardous substances that may
have been sent by it to the Palmer Barge Line Site in Port Arthur, Texas. The
Palmer Barge Line Site was listed as a federal Superfund site in July 2000.
According to records furnished by EPA, LEEVAC Marine had two tank cleaning jobs
performed at this site in September-October 1988 at a cost of approximately
$12,000. We believe that the cleaning services performed by Palmer Barge Line
involved the removal of non-hazardous waste and that LEEVAC Marine's exposure is
minimal. No other wastes are currently alleged by EPA to have been sent to this
site by LEEVAC Marine. Investigatory activities by EPA with respect to this
Superfund site are only in the beginning stages. On September 10, 2001, the
Environmental Protection Agency provided a special notice inviting all
potentially responsible parties to participate in a remedial investigation and
feasibility study to be conducted and funded by those parties. The potentially
responsible parties have sixty days to respond. No decision has yet been reached
on the nature of the response. At this time, we are unable to determine what our
ultimate potential liability, if any, may be with respect to this matter. In
addition, LEEVAC Marine was notified in March 1996 regarding the possibility of
remediating on a voluntary basis certain waste pits at the SBA Shipyards site in
Jennings, Louisiana. This site is not identified as a Superfund site. Subsequent
to this initial notice, in December 2000, LEEVAC Marine was one of approximately
14 companies that formed a limited liability company referred to as "SSCI
Remediation, LLC" to address this matter. LEEVAC Marine accrued a $97,500
liability at the time of the formation of the company to cover this expense.
LEEVAC Marine's current percentage of liability for cleanup efforts at this site
is estimated at approximately 1.7%, and, to date, it has contributed
approximately $34,000 towards this cleanup effort. This amount represents LEEVAC
Marine's share of a $2 million voluntary clean-up plan submitted to the limited
liability company's member group by an independent contractor whose contract is
to clean up the site in a manner that will meet both state and federal
standards. Remedial activities have begun at the SBA Shipyards site. Pursuant to
the agreement in June 1997 that governs the Company's formation, Cari Investment
Company agreed to indemnify the Company for certain matters, which would include
those discussed in this paragraph. The indemnity would be applicable to all
liabilities, obligations, damages and expenses related to the Superfund matter
and to all liabilities, obligations, damages and expenses in excess of $100,000
related to the SBA Shipyards matter. Christian G. Vaccari, our Chairman and
Chief Executive Officer, is a minority shareholder and President of Cari
Investment Company.
 
     The Outer Continental Shelf Lands Act gives the federal government broad
discretion to regulate the release of offshore resources of oil and gas. Because
our operations rely primarily on offshore oil and gas exploration, development
and production, if the government were to exercise its authority under the Outer
Continental Shelf Lands Act to restrict the availability of offshore oil and gas
leases, such an action would have a material adverse effect on our financial
condition and the results of operations.
 
     In addition to laws and regulations affecting us directly, our operations
are also influenced by laws, regulations and policies which affect our
customers' drilling programs and the oil and gas industry as a whole.
 
                                        55

<PAGE>   61
 
     We currently have in place pollution insurance coverage for oil spills in
navigable waters of the United States. Our eight offshore supply vessels have $5
million in primary insurance coverage for such offshore oil spills, with an
additional $100 million in excess umbrella coverage. In addition, fifteen of our
sixteen tank barges have $10 million in primary insurance coverage for such
offshore oil spills, with an excess umbrella coverage of $1 billion. Our
sixteenth tank barge is leased under a bareboat charter, and the operator of
that tank barge is responsible for insuring the tank barge for offshore oil
spills. Finally, our thirteen tugs have $5 million in primary insurance coverage
for these offshore oil spills, with an excess umbrella coverage of $1 billion.
 
     Our tugs and tank barges acquired from the Spentonbush/Red Star Group have
obtained ISO 14001 certifications for environmental management from the
International Standards Organization and are also certified under the
International Safety Management Code, developed by the International Maritime
Organization to provide internationally recognized standards for, among other
things, pollution prevention. Our other tugs and tank barges participate in the
Responsible Carrier Program developed by the American Waterways Operators to
improve marine safety and environmental protection in the tank barge industry.
Our offshore supply vessels participate in the U.S. Coast Guard's Streamlined
Inspection Program to maintain the overall quality of our vessels and their
operating systems. We believe that our voluntary attainment and maintenance of
these certifications and participation in these programs provides evidence of
our commitment to operate in a manner that minimizes our impact on the
environment.
 
     In connection with the terrorist attacks in New York on September 11, 2001,
certain of our tugs operating in New York Harbor were requisitioned by the U.S.
Coast Guard for four days pursuant to federal law authorizing the requisition of
U.S. owned vessels in a national emergency. We have been advised by the Federal
Emergency Management Association that we will be compensated for its use of our
tugs and we do not believe that the loss of revenues associated with such
requisition by the Coast Guard will have a material adverse impact on our
financial condition or results of operations.
 
OPERATING HAZARDS AND INSURANCE
 
     The operation of our vessels is subject to various risks, such as
catastrophic marine disaster, adverse weather conditions, mechanical failure,
collision and navigation errors, all of which represent a threat to personnel
safety and to our vessels and cargo. We maintain insurance coverage that we
consider customary in the industry against certain of these risks, including, as
discussed above, $1 billion in pollution insurance for the tug and tank barge
fleet and $100 million of pollution coverage for the offshore supply vessels. We
believe that our current level of insurance is adequate for our business and
consistent with industry practice, and we have not experienced a loss in excess
of our policy limits. We may not be able to obtain insurance coverage in the
future to cover all risks inherent in our business, or insurance, if available,
may be at rates that we do not consider to be commercially reasonable. In
addition, as more single-hulled vessels are retired from active service,
insurers may be less willing to insure and customers less willing to hire
single-hulled vessels.
 
EMPLOYEES
 
     As of August 31, 2001, we had 358 employees in the United States and Puerto
Rico, including 299 operating personnel and 59 corporate, administrative and
management personnel. None of our employees are represented by a union or
employed pursuant to a collective bargaining agreement or similar arrangement.
The International Organization of Masters, Mates and Pilots, ILA, AFL-CIO,
recently initiated action to organize a union covering our 19 employees in
Puerto Rico. We have not experienced any strikes or work stoppages. Our
management believes that we have good relations with our employees.
 
PROPERTIES
 
     Our headquarters are located in Mandeville, Louisiana in a leased facility
consisting of approximately 6,500 square feet. This facility houses our
principal executive and administrative offices. The lease on this facility is
month to month. For local support, we have an office in Puerto Rico consisting
of approximately 1,900 square feet. We have also signed an agreement to purchase
office space and warehouse space in
 
                                        56

<PAGE>   62
 
Brooklyn, New York, consisting of approximately 66,760 square feet, which we
presently occupy under a lease. We also lease dock space, consisting of
approximately 36,000 square feet, in Brooklyn, New York. We operate our tug and
tank barge fleet from these New York facilities. The lease on the dock space
expires in 2006. We believe that our facilities, including waterfront locations
used for vessel dockage and certain vessel repair work, provide an adequate base
of operations for the foreseeable future. Information regarding our fleet is set
forth above in "Business -- Our Offshore Supply Vessel Business" and "-- Our Tug
and Tank Barge Business."
 
LEGAL PROCEEDINGS
 
     We are not currently a party to any material legal proceedings, although we
may from time to time be subject to various legal proceedings and claims that
arise in the ordinary course of business.
 
SEASONALITY OF BUSINESS
 
     Demand for our offshore supply vessel services is directly affected by the
levels of offshore drilling activity. Budgets of many of our customers are based
upon a calendar year, and demand for our services has historically been stronger
in the third and fourth calendar quarters when allocated budgets are expended by
our customers and weather conditions are more favorable for offshore activities.
Many other factors, such as the expiration of drilling leases and the supply of
and demand for oil and gas, may affect this general trend in any particular
year. These factors have less impact on our offshore supply vessel business due
to the long-term full utilization nature of most of our contracts.
 
     Tank barge services are significantly affected by demand for refined
petroleum products and crude oil. Such demand is seasonal and often dependent on
weather conditions. Unseasonably mild winters result in significantly lower
demand for heating oil in the northeastern United States, which is a significant
market for our tank barge services. Conversely, the summer driving season can
increase demand for automobile fuel and, accordingly, the demand for our
services.
 
                                        57

<PAGE>   63
 
                            DIRECTORS AND MANAGEMENT
 
OUR DIRECTORS AND EXECUTIVE OFFICERS
 
     Our directors and executive officers are as follows:
 

<Table>
<Caption>
NAME                               AGE                       POSITION
----                               ---                       --------
<S>                                <C>   <C>
Christian G. Vaccari.............  41    Chairman of the Board and Chief Executive Officer
Todd M. Hornbeck.................  33    President, Chief Operating Officer, Secretary and
                                         Director
James O. Harp, Jr. ..............  40    Vice President and Chief Financial Officer
Carl G. Annessa..................  44    Vice President of Operations
Paul M. Ordogne..................  49    Treasurer and Controller
Richard W. Cryar.................  53    Director
Larry D. Hornbeck................  63    Director
Bruce W. Hunt....................  43    Director
Andrew L. Waite..................  40    Director
Jesse E. Neyman..................  57    Director
</Table>

 
     Christian G. Vaccari has served as our Chairman of the Board and Chief
Executive Officer since our formation in June 1997. Since 1989, Mr. Vaccari has
served as President, Chief Executive Officer and Chairman of the Board of Cari
Investment Company, the former parent of LEEVAC Marine, Inc. From 1988 to 1994,
he served as Director of Corporate Development and Marketing for JAMO, Inc., a
leading building materials company in the southeastern United States. From 1984
to 1988, Mr. Vaccari was an investment advisor with Thomson McKinnon, Inc., an
investment banking firm. Since July 1997, Mr. Vaccari has served as a director
of Riverbarge Excursion Lines, Inc. and since October 1999, he has served as a
general partner in the equity fund, Audubon Capital Fund I, L.P.
 
     Todd M. Hornbeck has served as our President, Chief Operating Officer and
Secretary and as a director since our formation in June 1997. Mr. Hornbeck
worked for the former Hornbeck Offshore Services, Inc. from 1986 to 1996,
serving in various positions relating to business strategy and development.
Following the merger of Hornbeck Offshore Services, Inc. with Tidewater, Inc. in
March 1996, he accepted a position as Marketing Director -- Gulf of Mexico with
Tidewater, where his responsibilities included managing relationships and
overall business development in the Gulf of Mexico region. Mr. Hornbeck remained
with Tidewater until our formation.
 
     James O. Harp, Jr.  has served as our Vice President and Chief Financial
Officer since January 2001. Before joining us, Mr. Harp served as Vice President
in the Energy Group of RBC Dominion Securities Corporation, an investment
banking firm, from August 1999 to January 2001 and as Vice President in the
Energy Group of Jefferies & Company, Inc., an investment banking firm, from June
1997 to August 1999. From July 1982 to June 1997 he served in a variety of
capacities, most recently as Tax Principal, with Arthur Andersen LLP. Since
April 1992, he has also served as Treasurer and Director of SEISCO, Inc., a
seismic brokerage company.
 
     Carl G. Annessa has served as our Vice President of Operations since
September 1997. Mr. Annessa's responsibilities include not only operational
oversight but, based on his education as a naval architect, design and
implementation of our vessel construction program. Before joining us, he was
employed for seventeen years by Tidewater, Inc., in various technical and
operational management positions, including management of large fleets of
offshore supply vessels in the Arabian Gulf, Caribbean and West African markets.
Mr. Annessa was employed for two years by Avondale Shipyards, Inc. as a naval
architect before joining Tidewater.
 
     Paul M. Ordogne has served as our Treasurer and Controller since our
formation in June 1997. From 1980 to June 1997, he worked for Cari Investment
Company, serving in various financial and accounting positions, including those
of controller and assistant treasurer. Mr. Ordogne is a certified public
accountant.
 
                                        58

<PAGE>   64
 
     Richard W. Cryar has served as one of our directors since our formation in
June 1997. Since 1994, he has served as Managing Member of Cari Capital Company,
L.L.C., a merchant banking firm. Since October 1999, Mr. Cryar has served as a
general partner in the equity fund, Audubon Capital Fund I, L.P.
 
     Larry D. Hornbeck joined our Board of Directors effective August 22, 2001.
Mr. Hornbeck was the founder of the original Hornbeck Offshore Services, Inc., a
publicly-held offshore service vessel company. From its inception in 1981 until
its merger with Tidewater, Inc. (NYSE:TDW), Mr. Hornbeck served as the Chairman
of the Board, President and Chief Executive Officer of Hornbeck Offshore
Services. Following the merger, Mr. Hornbeck served as a director of Tidewater
from March 1996 until October 2000.
 
     Bruce W. Hunt has served as one of our directors since August 1997. He has
been President of Petrol Marine Corporation since 1988 and President and
Director of Petro-Hunt, L.L.C. since 1997. Mr. Hunt served as a director of the
former Hornbeck Offshore Services, Inc., a public company, from November 1992 to
March 1996.
 
     Andrew L. Waite has served as one of our directors since November 2000. He
was appointed to our board as the designee of SCF IV, L.P. Mr. Waite is a
Managing Director of L.E. Simmons & Associates, Incorporated and has been an
officer of that company since October 1995. He was previously Vice President of
Simmons & Company International, where he served from August 1993 to September
1995. From 1984 to 1991, Mr. Waite held a number of engineering and management
positions with the Royal Dutch/Shell Group, an integrated energy company. He
currently serves as a director of Oil States International, Inc. (NYSE:OIS), a
diversified oilfield and equipment service company, WorldOil.com Inc., an online
oilfield services portal, and Canyon Offshore, Inc., a provider of remotely
operated vehicle services.
 
     Jesse E. Neyman has served as one of our directors since February 2001. He
is the current designee of ECTMI Trutta Holdings L.P., an affiliate of Enron
North America Corp., and Joint Energy Development Investments II Limited
Partnership, the holders of warrants to purchase our common stock. He has worked
for Enron Corporation since January 1992. While with Enron, he has served as
Director and Vice President in the Producer Finance Group, and is currently
serving as a Vice President of Enron Principal Investments.
 
     Advisory Director.  R. Clyde Parker, Jr. serves as a non-voting advisory
director to our Board of Directors. Mr. Parker served as one of our directors
from our formation in June 1997 until August 2001. He has been a shareholder
with the law firm of Winstead Sechrest & Minick P.C. since May 1996. Mr. Parker
was previously a partner with the law firm of Keck, Mahin & Cate from February
1992 to May 1996. Mr. Parker was also an attorney with Weil, Gotshal & Manges
from June 1986 to February 1992 and with Vinson & Elkins from April 1983 to June
1986. He was a certified public accountant and practiced in public accounting
with A.M. Pullen & Company (now McGladrey & Pullen) from June 1971 through July
1980.
 
     Voting Agreements.  Under the terms of a voting agreement among Todd M.
Hornbeck, Troy A. Hornbeck, Cari Investment Company and the company, the
Hornbecks and Cari Investment Company have agreed to vote their shares in such
manner as to maintain equal representation of the Hornbecks and Cari Investment
Company on our board and on any committee designated by our board until the
earlier of completion of an initial public offering, the tenth anniversary of
the agreement or certain other events specified in the agreement. Under a
stockholders' and warrantholders' agreement to which we are also a party, the
Hornbecks and Cari Investment Company have agreed to vote their shares in such a
manner as to permit the holders of the company's warrants, until the earlier of
completion of an initial public offering or June 5, 2003, to designate a number
of directors (not less than one) so that they maintain representation on our
board in the same percentage as their ownership of our common stock. If a public
offering has not occurred by June 5, 2003, then from such date until completion
of an initial public offering, or at any time an event of default under the
agreement has occurred and has not been cured or waived, the warrantholders will
be entitled to designate that number of directors allowing them to maintain
representation on our board in the same percentages as their ownership of our
common stock if the warrants held by them had been fully exercised. Under the
terms of a stockholders' agreement among SCF-IV, L.P., the Hornbecks, Cari
Investment Company and the company, the Hornbecks and Cari Investment Company
have agreed to vote their shares in favor of SCF-IV, L.P.'s designee to our
board, so long as it owns at least 5% of the company's outstanding common stock
or, prior to an initial public offering, it owns at least 80% of the common
stock it
                                        59

<PAGE>   65
 
acquired in November 2000. SCF-IV, L.P. also agrees to vote its shares in favor
of the Hornbecks' two designees and Cari Investment Company's two designees to
our board.
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     Our board of directors has a compensation committee, which currently
consists of Messrs. L. Hornbeck, Hunt, Cryar, Waite and Neyman. The compensation
committee:
 
     - reviews and recommends to the board of directors the compensation and
       benefits of our executive officers,
 
     - establishes and reviews general policies relating to our compensation and
       benefits and
 
     - administers our stock incentive plan.
 
     The board has also established an audit committee comprised of the same
members that serve on the compensation committee. Subject to shareholder
approval, the audit committee selects the independent public accountants to
audit our annual financial statements. The audit committee also establishes the
scope of, and oversees, the annual audit.
 
     Our board may establish other committees from time to time to facilitate
the management of the business and affairs of our company.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     None of our executive officers serves as a member of a compensation
committee or board of directors of any other entity which has an executive
officer serving as a member of our board of directors.
 
TERM AND COMPENSATION OF DIRECTORS
 
     The members of our board of directors are divided into three classes and
are elected for a term of three years, or until a successor is duly elected and
qualified. The terms of office of the Class I, Class II and Class III directors
expire at the annual meeting of stockholders to be held in 2004, 2002 and 2003,
respectively.
 
     Directors who are also our employees receive no additional compensation for
serving as directors or committee members. Non-employee directors receive
compensation in the form of stock option grants for their service as directors.
All directors are reimbursed for their out-of-pocket expenses incurred in
connection with serving on our board.
 
     As compensation for their service as directors during 2000, each of Messrs.
Cryar, Hunt, Parker and former director Mark J. Warner were granted options to
purchase 10,000 shares of our common stock. Messrs. Waite and Larry Hornbeck
were also each granted options to purchase 10,000 shares of our common stock at
an exercise price of $2.65 per share in connection with the commencement of
their service as directors. One-fifth of these options was exercisable as of the
date of the grant and one-fifth will become exercisable on each of the four
following anniversaries of such dates.
 
                                        60

<PAGE>   66
 
EXECUTIVE COMPENSATION
 
     The following table sets forth compensation information for the chief
executive officer and certain of our other executive officers whose total annual
salary and bonus exceeded $100,000 for the year ended December 31, 2000.
 
                           SUMMARY COMPENSATION TABLE
 

<Table>
<Caption>
                                                                          LONG-TERM
                                                                         COMPENSATION
                                                                            AWARDS
                                          ANNUAL COMPENSATION            ------------
                                 -------------------------------------    SECURITIES
                        FISCAL                          OTHER ANNUAL      UNDERLYING       ALL OTHER
NAME AND POSITION(1)     YEAR     SALARY    BONUS(2)   COMPENSATION(3)    OPTIONS(4)    COMPENSATION(5)
--------------------    ------   --------   --------   ---------------   ------------   ---------------
<S>                     <C>      <C>        <C>        <C>               <C>            <C>
Christian G. Vaccari
  Chairman of the
  Board and Chief
  Executive Officer...   2000    $168,750   $70,000           --           300,000          $   --
Todd M. Hornbeck
  President, Chief
  Operating Officer
  and Secretary.......   2000    $165,625   $70,000           --           300,000           1,206
Carl G. Annessa
  Vice President of
  Operations..........   2000    $121,771   $39,000           --           100,000           1,286
Paul M. Ordogne
  Treasurer and
  Controller..........   2000    $103,021   $30,804           --            48,000             648
</Table>

 
---------------
 
(1) James O. Harp, Jr., our Vice President and Chief Financial Officer, is not
    included in the Summary Compensation Table because he joined us on January
    15, 2001. For a discussion of the terms of Mr. Harp's compensation under his
    employment agreement, please see "-- Employment Agreements." In addition,
    Mr. Harp was granted options, vesting in equal amounts on the first, second
    and third anniversaries of the grant, to purchase 100,000 shares of our
    common stock at an exercise price of $2.65 per share. The vesting of Mr.
    Harp's options scheduled to vest on the first anniversary of the date of the
    grant will accelerate if we complete an initial public offering of our
    common stock before the first anniversary.
 
(2) Bonuses were paid in 2001 as compensation for services provided in 2000.
 
(3) None of the perquisites and other benefits paid to each named executive
    officer exceeded the lesser of $50,000 or 10% of the total annual salary and
    bonus received by each named executive officer.
 
(4) In connection with the adoption of an incentive compensation program for
    executive officers, we granted options in 2001 in part as compensation for
    services provided in 2000.
 
(5) These amounts represent (i) employer matching contributions made under our
    401(k) savings plan in the amount of $630, $796 and $360 for Messrs.
    Hornbeck, Annessa and Ordogne, respectively, and (ii) premiums of $576, $490
    and $288 for Messrs. Hornbeck, Annessa and Ordogne, respectively, associated
    with life insurance policies.
 
OPTION GRANTS
 
     The following table shows all grants of options to acquire shares of our
common stock granted during the year ended December 31, 2000 and to date in 2001
to the executive officers named in the Summary
 
                                        61

<PAGE>   67
 
Compensation Table above under the HORNBECK-LEEVAC Marine Services, Inc.
Incentive Compensation Plan.
 

<Table>
<Caption>
                                                                                 POTENTIAL REALIZABLE VALUE
                       NUMBER OF                                                   AT ASSUMED ANNUAL RATES
                       SECURITIES   % OF TOTAL                                   OF STOCK PRICE APPRECIATION
                       UNDERLYING     OPTIONS     EXERCISE OR                        FOR OPTION TERM(2)
                        OPTIONS     GRANTED IN     BASE PRICE     EXPIRATION     ---------------------------
NAME                    GRANTED     FISCAL YEAR   ($/SHARE)(1)       DATE            5%             10%
----                   ----------   -----------   ------------   -------------   -----------   -------------
<S>                    <C>          <C>           <C>            <C>             <C>           <C>
Christian G.
  Vaccari............    50,000(3)      21%          $2.04       March 1, 2005    $ 28,000      $   62,500
                        300,000(4)      28%          $2.65       March 9, 2011     501,000       1,266,000
Todd M. Hornbeck.....    50,000(3)      21%          $2.04       March 1, 2005      28,000          62,500
                        300,000(4)      28%          $2.65       March 9, 2011     501,000       1,266,000
Carl G. Annessa......    30,000(3)      13%          $2.04       March 1, 2010      16,800          37,500
                        100,000(4)       9%          $2.65       March 9, 2011     167,000         422,000
Paul M. Ordogne......    20,000(3)       9%          $2.04       March 1, 2010      11,200          25,000
                         48,000(4)       4%          $2.65       March 9, 2011      80,160         202,560
</Table>

 
---------------
 
(1) The options were granted at or above the fair market value of our common
    stock on the date of grant.
 
(2) In accordance with the rules of the Securities and Exchange Commission, the
    gains or "option spreads" that would exist for the respective options
    granted are shown. These gains are based on the assumed rates of annual
    compound stock price appreciation of 5% and 10% from the date the option was
    granted over the full option term. These assumed annual compound rates of
    stock price appreciation are mandated by the rules of the Securities and
    Exchange Commission and do not represent our estimate or projection of
    future appreciation.
 
(3) One-third of these options are exercisable as of the date of grant, and
    one-third become exercisable on each of the first and second anniversaries
    of the date of grant.
 
(4) One-fifth of these options are exercisable as of the date of grant, and
    one-fifth become exercisable on each of the first, second, third and fourth
    anniversaries of the date of grant.
 
FISCAL YEAR END OPTION VALUES
 

<Table>
<Caption>
                                           NUMBER OF SECURITIES
                                                UNDERLYING               VALUE OF UNEXERCISED
                                            UNEXERCISED OPTIONS          IN-THE-MONEY OPTIONS
                                           AT DECEMBER 31, 2000          AT DECEMBER 31, 2000
                                        ---------------------------   ---------------------------
NAME                                    EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                    -----------   -------------   -----------   -------------
<S>                                     <C>           <C>             <C>           <C>
Christian G. Vaccari..................    40,000         345,000        $18,666        $29,667
Todd M. Hornbeck......................    40,000         345,000         18,666         29,667
Carl G. Annessa.......................    23,333         126,667         16,766         17,534
Paul M. Ordogne.......................    11,667          63,833          8,067         10,133
</Table>

 
EXERCISES OF STOCK OPTIONS
 
     None of the executive officers named in the Summary Compensation Table have
exercised any options to purchase our common stock.
 
EMPLOYMENT AGREEMENTS
 
     Christian G. Vaccari serves as our Chairman of the Board and Chief
Executive Officer, Todd M. Hornbeck serves as our President, Chief Operating
Officer and Secretary, James O. Harp, Jr. serves as our Vice President and Chief
Financial Officer, Carl G. Annessa serves as our Vice President of Operations
and Paul M. Ordogne serves as our Treasurer and Controller, each under an
employment agreement with an initial term expiring December 31, 2003. Each
agreement may be renewed on an annual basis for up to three additional years
(two years in the case of Mr. Ordogne), unless terminated by the employee or us.
 
                                        62

<PAGE>   68
 
     The employment agreements of Messrs. Vaccari, Hornbeck, Harp, Annessa and
Ordogne provide for annual base salaries of $200,000, $200,000, $170,000,
$160,000 and $116,000, respectively. Our board has agreed to award a bonus or
bonuses to each of Messrs. Vaccari, Hornbeck, Harp and Annessa if our company
meets certain EBITDA and earnings per share targets with respect to any year
during which their respective employment agreement is in effect. Our board may,
in its discretion, award a smaller bonus if our company does not meet such
targets or an additional bonus if our company exceeds such targets. Mr. Ordogne
is eligible for a bonus each year at the discretion of the Board. Under each of
their respective employment agreements, the employee's salary will be reviewed
from time to time by our compensation committee for possible increases based on
the employee's performance.
 
     If we terminate the employment of Mr. Vaccari or Mr. Hornbeck for any
reason other than for cause, he will be entitled to receive his salary until the
actual termination date of his agreement or two years after the date of
termination, whichever is later. If we terminate the employment of Mr. Harp, Mr.
Annessa or Mr. Ordogne for any reason other than for cause, he will be entitled
to receive his salary until the actual termination date of his agreement or one
year, as to Messrs. Harp and Annessa, and six months, as to Mr. Ordogne, after
the date of termination, whichever is later. If we should undergo a change in
control while the agreements are in effect and Mr. Vaccari, Mr. Hornbeck, Mr.
Harp or Mr. Annessa is either constructively or actually terminated under the
conditions set forth in his agreement, then he will be entitled to receive three
times his salary for the year in which the termination occurs and, in general,
three times the bonus he received for the previous year. If we should undergo a
change in control while Mr. Ordogne's agreement is in effect and he is either
constructively or actually terminated under the conditions set forth in his
agreement, then he will be entitled to receive one and one-half times his salary
for the year in which the termination occurs and, in general, one and one-half
times the bonus he received for the previous year.
 
     Messrs. Vaccari and Hornbeck have each agreed that during the term of their
respective agreements and Messrs. Harp, Annessa and Ordogne have each agreed
that during the term of their respective agreements and for a period of one year
(six months in the case of Mr. Ordogne) after termination, they will not (i) be
employed by or associated with or own more than five percent (5%) of the
outstanding securities of any entity which competes with us in the locations in
which we operate, (ii) solicit any of our employees to terminate their
employment or (iii) accept employment with or payments from any of our clients
or customers who did business with us while employed by us. We may elect to
extend Mr. Annessa's noncompetition period for an additional year by paying his
compensation and other benefits for an additional year, and we may elect to
extend Mr. Ordogne's noncompetition period for an additional six months by
paying his compensation and other benefits for an additional six months.
 
INCENTIVE COMPENSATION PLAN
 
     Our board of directors and shareholders adopted an Incentive Compensation
Plan in 1997. The purpose of the HORNBECK-LEEVAC Marine Services, Inc. Incentive
Compensation Plan is to strengthen our company by providing an incentive to our
employees, officers, consultants, non-employee directors and advisors to devote
their abilities and energies to our success. The plan provides for the granting
or awarding of incentive and nonqualified stock options, stock appreciation and
dividend equivalent rights, restricted stock and performance shares. With the
approval of our shareholders, we have reserved 3.5 million shares of our common
stock for issuance pursuant to awards made under the plan.
 
     The HORNBECK-LEEVAC Marine Services, Inc. Incentive Compensation Plan is
administered by the compensation committee. Subject to the express provisions of
the plan, the compensation committee has full authority, among other things:
 
     - to select the persons to whom stock, options and other awards will be
       granted,
 
     - to determine the type, size and terms and conditions of stock options and
       other awards and
 
     - to establish the terms for treatment of stock options and other awards
       upon a termination of employment.
 
     Under the plan, awards other than stock options and stock appreciation
rights given to any of our executive officers whose compensation must be
disclosed in our annual proxy statement and who is subject to
 
                                        63

<PAGE>   69
 
the limitations imposed by Section 162(m) of the tax code must be based on the
attainment of certain performance goals established by the Board or the
compensation committee. The performance measures are limited to earnings per
share, return on assets, return on equity, return on capital, net profit after
taxes, net profits before taxes, operating profits, stock price and sales or
expenses. Additionally, the performance goals must include formulas for
calculating the amount of compensation payable if the goals are met; both the
goals and the formulas must be sufficiently objective so that a third party with
knowledge of the relevant performance results could assess that the goals were
met and calculate the amount to be paid.
 
     Consistent with certain provisions of the tax code, there are other
restrictions providing for a maximum number of shares that may be granted in any
one year to a named executive officer and a maximum amount of compensation
payable as an award under the plan (other than stock options and stock
appreciation rights) to a named executive officer.
 
401(K) RETIREMENT PLAN
 
     We have adopted a 401(k) plan for our employees. Employees are eligible to
participate in the plan following three months of employment with us if they are
at least 21 years of age. Under the plan, eligible employees are permitted,
subject to legal limitations, to contribute up to 20% of compensation. The plan
provides that we will match an amount equal to a percentage set by us of up to
6% of an employee's contribution before the end of each calendar year. We are
also permitted to make qualified non-elective and discretionary contributions in
proportion to each eligible employee's compensation as a ratio of the aggregate
compensation of all eligible employees. The amounts held under the plan are
invested in investment funds maintained under the plan in accordance with the
directions of each participant.
 
     All employees' contributions are immediately 100% vested. Contributions by
us to the plan vest at a rate of 20% each year after the second year of service.
Upon attaining age 65, participants are automatically 100% vested, even with
respect to our contributions. Subject to certain limitations imposed under the
tax code, participants or their designated beneficiaries are entitled to payment
of vested benefits upon termination of employment. On attaining age 65,
participants are entitled to distribution of the full value of their benefits
even if they continue to be employed by us. Such employees also have the option
of deferring payment until April 1 following the year they attain the age of
70 1/2. In addition, hardship and other in-service distributions are available
under certain circumstances and subject to certain conditions. The amount of
benefits ultimately payable to a participant under the plan depends on the level
of the participant's salary deferral contributions under the plan, the amount of
our discretionary and matching contributions made to the plan and the
performance of the investment funds maintained under the plan in which
participants are invested.
 
CERTAIN COMPANY TRANSACTIONS
 
     The following is a discussion of transactions between our company and its
executive officers, directors and shareholders owning more than five percent of
our common stock. We believe that the terms of each of these transactions were
at least as favorable as could have been obtained in similar transactions with
unaffiliated third parties. Because of the existence of these transactions, the
parties to these transactions could have interests different from those of other
shareholders.
 
     Christian G. Vaccari, our Chairman of the Board and Chief Executive
Officer, is a member of LEEVAC Industries, LLC and Chairman of the Board of
LEEVAC Shipyards, Inc. Three of our recently constructed offshore supply vessels
were built by LEEVAC Shipyards, one was built by LEEVAC Industries and we have
existing contracts with LEEVAC Industries for the construction of three
additional offshore supply vessels currently in process. Our current contracts
with LEEVAC Industries, as well as our past contracts with LEEVAC Industries and
LEEVAC Shipyards, were entered into following a competitive bidding process. In
2000, we made payments under such shipyard contracts aggregating $9.9 million,
and at December 31, 2000, after giving effect to subsequent change orders, we
had contracts calling for the payment of an additional $32.5 million over the
course of construction of the four offshore supply vessels.
 
     Until November 2000, we bareboat chartered a tank barge from an entity in
which we owned a 60% interest. The other 40% of such entity was owned by Gateway
Offshore, Inc., which was owned by members of
                                        64

<PAGE>   70
 
the Vaccari family, including a minority interest owned by Christian G. Vaccari,
our Chairman of the Board and Chief Executive Officer. The barebarge charter
rate was $700 per day or $255,500 per year. In November 2000, we purchased
Gateway Offshore Inc., and thus the remaining 40% interest in the tank barge
owning entity from the Vaccari family in exchange for 339,624 shares of our
common stock at a per share price of $2.65 or an aggregate of $900,000. The
price represented 40% of the value of the tank barge based on an independent
appraisal.
 
     On June 5, 1998, Enron North America Corp. and Joint Energy Development
Investments II Limited Partnership entered into an agreement with us and
Hornbeck Offshore Services, Inc. and LEEVAC Marine Inc., which we refer to as
Facility C and pursuant to which Enron North America and Joint Energy
Development Investments agreed to lend these subsidiaries $20 million. In
connection with Facility C, our subsidiaries issued to each of Enron North
America and Joint Energy Development Investments a promissory note in the amount
of $10 million, which each bore interest at 7% annually.
 
     ENA CLO I Holding Company I L.P., an affiliate of Enron North America has
succeeded to the interests, obligations, duties and rights of both Joint Energy
Development Investments and Enron North America as lenders under Facility C. For
the year ended December 31, 2000, we paid $1.8 million in interest under this
Facility C, including interest paid in kind by the issuance of additional notes
as permitted under Facility C totaling $0.5 million. These notes were paid in
full with proceeds from the private placement of the Series A notes.
 
     In connection with Facility C, Enron North America and Joint Energy
Development Investments were each issued warrants to purchase 5,250,000 shares
of our common stock at an initial exercise price of $1.68 per share, and, as a
result, each became a beneficial owner of more than 5% of our common stock. The
warrants terminate on May 15, 2005. Also, in connection with Facility C, Enron
North America was granted additional warrants to purchase 702,380 shares, and
Joint Energy Development Investments was granted additional warrants to purchase
702,381 shares of our common stock with a conditional right to exercise the
additional warrants. The right to exercise the additional warrants expired upon
the payment in full of all obligations in connection with Facility C and have
been paid and satisfied in full. The warrants and additional warrants issued to
Enron North America have been subsequently transferred to ECTMI Trutta Holdings
L.P., an affiliate of Enron North America.
 
     In June 2001, we entered into an amendment to the warrants held by ECTMI
Trutta and Joint Energy Development Investments which became effective upon the
closing of the private placement and upon payment to each warrantholder of
$150,000 ($300,000 in the aggregate). This amendment permits us to satisfy part
or all of the repurchase price of the warrants by issuing subordinated notes to
the warrantholders. We may use this method of payment only to the extent payment
in cash would cause or result in a violation of the terms of the indenture
governing the notes offered in this offering.
 
     On August 9, 2001, we were notified by ECTMI Trutta and Joint Energy
Development Investments that they desire to transfer all of their warrants and
we have exercised our right of first offer to purchase all of such warrants for
an aggregate purchase price of $14.5 million. In order to finance the repurchase
of the warrants, we intend to offer to each existing stockholder the right to
purchase its pro rata share of 5,509,434 shares of our common stock at a price
of $2.65 per share. We have already received a signed subscription agreement
from one of our stockholders, the William Herbert Hunt Trust Estate, and have
issued 273,585 shares of our common stock to that stockholder for a total
purchase price of $725,000. We have paid this amount to ECTMI Trutta and Joint
Energy Development Investments as a deposit toward our repurchase of the
warrants. Also under the terms of this subscription agreement, the Trust Estate
has agreed to purchase the balance of the offered shares not subscribed for by
our other existing stockholders.
 
     Also on June 5, 1998, our subsidiaries, Hornbeck Offshore Services and
LEEVAC Marine entered into a credit agreement with Joint Energy Development
Investments and Enron Capital Management, an affiliate of Enron North America
Corp. Under this credit agreement, Enron Capital Management and Joint Energy
Development Investments agreed to lend up to $15 million to our subsidiaries. We
guaranteed the obligations of our subsidiaries in connection with this credit
facility. On July 14, 2000, the principal and interest outstanding under this
credit facility was paid in full and neither we nor our subsidiaries have any
further obligation under this credit facility.
 
                                        65

<PAGE>   71
 
                             PRINCIPAL STOCKHOLDERS
 
     The following table sets forth certain information regarding the beneficial
ownership of our voting securities as of September 14, 2001 by:
 
     - each person who is known to us to be the beneficial owner of more than 5%
       of our voting securities;
 
     - each of our directors; and
 
     - each of our named executive officers and all of our executive officers
       and directors as a group.
 
     Unless otherwise indicated, each person named below has an address c/o our
principal executive offices and has sole power to vote and dispose of the shares
of voting securities beneficially owned by them, subject to community property
laws where applicable.
 

<Table>
<Caption>
                                     DIRECT OWNERSHIP                BENEFICIAL OWNERSHIP
                                --------------------------       -----------------------------
                                NUMBER OF    PERCENTAGE OF       NUMBER OF      PERCENTAGE OF
                                 SHARES       OUTSTANDING          SHARES       OUTSTANDING(1)
                                ---------    -------------       ----------     --------------
<S>                             <C>          <C>                 <C>            <C>
ECTMI Trutta Holdings, L.P....         --          --            10,500,000(3)       30.0
Joint Energy Development
  Investments II Limited
  Partnership.................         --          --
SCF-IV, L.P...................  8,150,944        33.3             8,150,944(4)       33.3
Cari Investment Company.......  4,450,119        18.2             4,764,927(5)       19.3
Christian G. Vaccari..........    186,475           *
Todd M. Hornbeck..............  1,500,000         6.1             3,128,333(6)       12.7
Troy A. Hornbeck..............  1,500,000         6.1
William Herbert Hunt Trust
  Estate......................  3,842,453        15.7             3,883,720(7)       15.8
Bruce W. Hunt.................     18,267           *
Carl G. Annessa...............     65,000           *               125,000(8)          *
James O. Harp, Jr. ...........     28,992           *                28,992             *
Paul M. Ordogne...............     99,300           *               129,733(9)          *
Richard W. Cryar..............     43,143           *                66,143(10)         *
Jesse E. Neyman...............          1(2)        *                     1             *
Larry D. Hornbeck.............    131,434           *               133,434(11)         *
Andrew L. Waite...............      1,000           *                 3,000(12)         *
All shares owned or controlled
  by executive officers and
  directors as a group (10
  persons)....................  2,073,612         8.5            12,263,283(13)      49.2
</Table>

 
---------------
 
  *  Less than 1%.
 
 (1) Percentages of outstanding common stock beneficially owned for each
     beneficial owner and for the officers and directors as a group have been
     calculated by dividing (1) the outstanding shares held by such owner or
     such group plus additional shares such owner or such group, respectively,
     is entitled to acquire pursuant to options or warrants exercisable within
     sixty (60) days by (2) the total outstanding shares of our common stock
     plus the additional shares only such owner or such group, respectively, is
     entitled to acquire pursuant to such options or warrants.
 
 (2) Director qualifying share.
 
 (3) Enron Corp. is the ultimate parent of the general partner of ECTMI Trutta
     Holdings, L.P. and Joint Energy Development Investment II Limited
     Partnership, and as such Enron Corp. may be deemed to have voting and
     dispositive power over the shares beneficially owned by ECTMI Trutta and
     Joint Energy Development Investments. Beneficial ownership is limited to
     warrants to purchase
 
                                        66

<PAGE>   72
 
     5,250,000 shares of common stock that are presently exercisable by ECTMI
     Trutta, and warrants to purchase 5,250,000 shares of common stock that are
     presently exercisable by Joint Energy Development Investments. The address
     of these beneficial owners is c/o Enron North America Corp., 1400 Smith
     Street, Houston, Texas 77002. ECTMI Trutta and Joint Energy Development
     Investments have notified us that they desire to transfer their warrants
     and we have exercised our right of first refusal to purchase the warrants.
     See "Directors and Management-Certain Company Transactions."
 
 (4) SCF-IV, L.P. is a limited partnership of which the ultimate general partner
     is L.E. Simmons & Associates, Incorporated. The Chairman of the Board and
     President of L.E. Simmons & Associates, Incorporated is Mr. L.E. Simmons.
     As such Mr. Simmons may be deemed to have voting and dispositive power over
     the shares owned by SCF-IV, L.P. The address of Mr. Simmons and SCF-IV,
     L.P. is 6600 Chase Bank Tower, 600 Travis Street, Houston, Texas 77002.
 
 (5) Cari Investment Company is owned entirely by Christian G. Vaccari and other
     members of his family. Mr. Vaccari also serves as its chief executive
     officer and may be deemed to share voting and dispositive power with
     respect to the 4,450,119 shares of common stock owned by Cari Investment
     Company. Cari Investment Company's address is 1100 Poydras Street, Suite
     2000, New Orleans, LA 70163. Beneficial ownership includes options to
     purchase 128,333 shares of common stock that are currently exercisable by
     Mr. Vaccari.
 
 (6) Troy A. Hornbeck has granted a power of attorney to Todd M. Hornbeck
     covering the voting interest in his 1,500,000 shares, and therefore Todd
     Hornbeck has control of all voting decisions with respect to these shares.
     Beneficial ownership includes options to purchase 128,333 shares of common
     stock that are currently exercisable by Todd Hornbeck.
 
 (7) Mr. Bruce W. Hunt is a representative of the William Herbert Hunt Trust
     Estate and may be deemed to share voting and dispositive power with respect
     to the 3,568,868 shares of common stock owned by the Trust Estate. Also
     includes options to purchase 23,000 shares of common stock that are
     currently exercisable by Mr. Hunt. The Trust Estate's address is 3900
     Thanksgiving Tower, 1601 Elm Street, Dallas, TX 75201.
 
 (8) Beneficial ownership includes options to purchase 60,000 shares of common
     stock that are currently exercisable.
 
 (9) Beneficial ownership includes options to purchase 30,433 shares of common
     stock that are currently exercisable.
 
(10) Beneficial ownership includes options to purchase 23,000 shares of common
     stock that are currently exercisable.
 
(11) Beneficial ownership includes options to purchase 2,000 shares of common
     stock that are currently exercisable.
 
(12) Mr. Waite serves as Managing Director of L.E. Simmons & Associates,
     Incorporated, the ultimate general partner of SCF-IV, L.P. As such, Mr.
     Waite may be deemed to have voting and dispositive power over the shares
     owned by SCF-IV, L.P. Mr. Waite disclaims beneficial ownership of the
     shares owned by SCF-IV, L.P. Beneficial ownership includes options to
     purchase 2,000 shares of common stock that are currently exercisable.
 
(13) Beneficial ownership includes options to purchase 397,099 shares of common
     stock that are currently exercisable. Does not include 10,500,000 shares
     owned beneficially as described in Note (3) above.
 
                                        67

<PAGE>   73
 
                       DESCRIPTION OF OTHER INDEBTEDNESS
 
     We have received and are evaluating a signed commitment letter from one of
our former lenders regarding a new senior secured revolving line of credit of
$50 million. Two of our subsidiaries, Hornbeck Offshore Services, Inc. and
LEEVAC Marine, Inc. will be the borrowers under this credit facility and we and
certain of our subsidiaries will guarantee the outstanding debt. Pursuant to the
proposed terms for this facility, our borrowings under this facility will be
limited to $25 million until we have obtained the lenders' concurrence to the
use of proceeds of borrowings in excess of $25 million. Pursuant to the
indenture governing the notes, the level of permitted borrowings under this
facility will be initially limited to $25 million plus 15% of the increase in
our consolidated net tangible assets. The debt under the facility will be
secured by a first preferred ship mortgage on certain offshore supply vessels
and tugs having a minimum orderly liquidation value of $75 million and blanket
lien first priority security interests in all personal property related to the
mortgaged vessels.
 
                                        68

<PAGE>   74
 
                       DESCRIPTION OF THE SERIES B NOTES
 
GENERAL
 
     The Series B notes will be issued, and the Series A notes were issued,
under an Indenture dated as of July 24, 2001 (the "Indenture") among the
Company, the Guarantors and Wells Fargo Bank Minnesota, National Association, as
trustee (the "Trustee"). The terms of the Notes will include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). References to the
"Notes" in this section of the prospectus include both the Series A notes and
the Series B notes.
 
     This "Description of the Notes" is intended to be a useful overview of the
material provisions of the Notes, the Indenture and the Registration Rights
Agreement. As this description is only a summary, you should refer to the
Indenture and the Registration Rights Agreement for a complete description of
the obligations of the Company and your rights. The Company has filed the
Indenture as an exhibit to the registration statement which includes this
prospectus.
 
     You will find the definitions of capitalized terms used in this description
under the heading "-- Certain Definitions."
 
     For purposes of this description, references to the "Company" mean
HORNBECK-LEEVAC Marine Services, Inc., but not any of its subsidiaries.
 
     The Series B Notes:
 
     - are general unsecured obligations of the Company;
 
     - are issued in denominations of $1,000 and integral multiples of $1,000;
 
     - are represented by one or more registered Notes in global form, but in
       certain circumstances may be represented by Notes in certificated form;
 
     - rank equally in right of payment to all existing and any future senior
       indebtedness of the Company;
 
     - rank senior in right of payment to any future subordinated indebtedness
       of the Company;
 
     - are issued with original issue discount for federal income tax purposes;
 
     - are unconditionally guaranteed on a senior basis by each Subsidiary of
       the Company; and
 
     The Indenture provides the Company the flexibility of issuing additional
Notes in the future in an unlimited amount; however, any issuance of such
additional Notes would be subject to the covenant described in the first
paragraph under "-- Certain Covenants -- Incurrence of Indebtedness and Issuance
of Preferred Stock." References to the "Notes" in this section of the prospectus
also include any such additional notes.
 
     Any Series A notes that remain outstanding after the completion of the
exchange offer, together with the Series B notes issued in connection with the
exchange offer and any additional notes issued in the future, will be treated as
a single class of securities under the Indenture.
 
     Initially, all of the Company's Subsidiaries will be Restricted
Subsidiaries. Under certain circumstances, the Company will be able to designate
current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted
Subsidiaries will not be subject to many of the restrictive covenants set forth
in the Indenture.
 
PRINCIPAL, MATURITY AND INTEREST
 
     The Notes will mature on August 1, 2008. Interest on the Notes will:
 
     - accrue at the rate of 10.625% per annum;
 
     - accrue from July 24, 2001;
 
                                        69

<PAGE>   75
 
     - be payable in cash semi-annually in arrears on February 1 and August 1,
       commencing on February 1, 2002;
 
     - be payable to the holders of record on the January 15 and July 15
       immediately preceding the related interest payment dates; and
 
     - be computed on the basis of a 360-day year comprised of twelve 30-day
       months.
 
SUBSIDIARY GUARANTEES
 
     The Company's payment obligations under the Notes will be jointly and
severally guaranteed (the "Subsidiary Guarantees") by all of the Company's
present and future Significant Subsidiaries (the "Guarantors"). Initially, the
Guarantors will include Hornbeck Offshore Services, Inc. and LEEVAC Marine,
Inc., the Company's principal operating subsidiaries.
 
     The obligations of each Guarantor under its Subsidiary Guarantee will be a
general unsecured obligation of such Guarantor, ranking equally in right of
payment with all other current or future senior indebtedness of such Guarantor,
including any borrowings under the Credit Facility, and senior in right of
payment to any subordinated indebtedness incurred by such Guarantor in the
future. The Subsidiary Guarantees will be effectively subordinated, however, to
all current and future secured obligations of the Guarantors, including any
borrowings under the Credit Facility, to the extent of the value of the assets
collateralizing such obligations.
 
     The obligations of each Guarantor under its Subsidiary Guarantee will be
limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under bankruptcy, fraudulent conveyance and fraudulent transfer and
similar laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Subsidiary
Guarantee, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.
 
     The Indenture provides that no Guarantor may consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another Person
(other than the Company or another Guarantor), whether or not affiliated with
such Guarantor, unless:
 
          (1) subject to the provisions of the following paragraph, the Person
     formed by or surviving any such consolidation or merger (if other than such
     Guarantor) executes a supplement to the indenture and delivers an Opinion
     of Counsel in accordance with the terms of the Indenture;
 
          (2) immediately after giving effect to such transaction, no Default or
     Event of Default exists;
 
          (3) such Guarantor, or any Person formed by or surviving any such
     consolidation or merger, would have Consolidated Net Worth (immediately
     after giving effect to such transaction), equal to or greater than the
     Consolidated Net Worth of such Guarantor immediately preceding the
     transaction; and
 
          (4) the Company would be permitted by virtue of the Company's pro
     forma Consolidated Interest Coverage Ratio, immediately after giving effect
     to such transaction, to incur at least $1.00 of additional Indebtedness
     pursuant to the Consolidated Interest Coverage Ratio test set forth in the
     covenant described below under the caption "-- Certain
     Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock."
 
     The Indenture provides that, in the event of a sale or other disposition
(including by way of merger or consolidation) of all or substantially all of the
assets or all of the Capital Stock of any Guarantor, then such Guarantor or the
Person acquiring its assets will be released and relieved of any obligations
under its Subsidiary Guarantee; provided, however, that the Net Proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of the Indenture. See "-- Repurchase at the Option of Holders --
Asset Sales." In addition, the Indenture provides that, in the event the Board
of Directors designates a Guarantor to be an Unrestricted Subsidiary, then such
Guarantor will be released and relieved of any
 
                                        70

<PAGE>   76
 
obligations under its Subsidiary Guarantee, provided that such designation is
conducted in accordance with the applicable provisions of the Indenture.
 
OPTIONAL REDEMPTION
 
     At any time prior to August 1, 2005, the Company may redeem the Notes at
its option, in whole or in part, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Liquidated Damages, if any, to, the date of redemption.
 
     The Notes will also be redeemable at the Company's option on or after
August 1, 2005, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on August 1 of the
years indicated below:
 

<Table>
<Caption>
YEAR                                                          PERCENTAGE
----                                                          ----------
<S>                                                           <C>
2005........................................................  105.3125%
2006........................................................  102.6563%
2007 and thereafter.........................................  100.0000%
</Table>

 
     Further, prior to August 1, 2004, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price of
110.625% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the redemption date, with the net cash
proceeds of one or more Qualified Equity Offerings, provided that
 
          (a) at least 65% of the aggregate principal amount of Notes originally
     issued remains outstanding immediately after the occurrence of each such
     redemption and
 
          (b) each such redemption occurs within 60 days of the date of the
     closing of each such Qualified Equity Offering.
 
SELECTION AND NOTICE
 
     If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee on a pro rata basis, by lot or
by such method as the Trustee considers fair and appropriate; provided, however,
that no Notes of $1,000 or less may be redeemed in part.
 
     Notices of redemption will be mailed by first class mail at least 30 but
not more than 60 days before the redemption date to each holder of Notes to be
redeemed at its registered address.
 
     Notices of redemption may not be conditional.
 
     If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note will state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the holder thereof upon cancellation of
the original Note. Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest ceases to accrue on Notes
or portions of them called for redemption.
 
MANDATORY REDEMPTION
 
     Except as set forth below under "-- Repurchase at the Option of Holders,"
the Company is not required to repurchase the Notes or to make mandatory
redemption or sinking fund payments with respect to the Notes.
 
REPURCHASE AT THE OPTION OF HOLDERS
 
     Change of Control.  The Indenture provides that, upon the occurrence of a
Change of Control, the Company will be required to make an offer (a "Change of
Control Offer") to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of each holder's Notes at an offer price in cash equal to 101%
of the
 
                                        71

<PAGE>   77
 
aggregate principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of repurchase (the "Change of
Control Payment").
 
     Within 30 days following a Change of Control, the Company will mail a
notice to each holder of Notes and the Trustee describing the transaction that
constitutes the Change of Control and offering to repurchase Notes on the date
specified in such notice, which date shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the "Change of Control
Payment Date"), pursuant to the procedures required by the Indenture and
described in such notice. The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes as a result of a Change of Control. To the extent
that the provisions of any securities laws or regulations conflict with the
Change of Control provisions of the Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of the Indenture
by virtue of such conflict.
 
     On or before the Change of Control Payment Date, the Company will, to the
extent lawful,
 
          (a) accept for payment all Notes or portions thereof properly tendered
     pursuant to the Change of Control Offer,
 
          (b) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions thereof so tendered and
 
          (c) deliver or cause to be delivered to the Trustee the Notes so
     accepted together with an Officers' Certificate stating the aggregate
     principal amount of Notes or portions thereof being purchased by the
     Company.
 
The Paying Agent will promptly mail to each holder of Notes so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided, however, that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.
 
     Except as described above with respect to a Change of Control, the
Indenture does not contain provisions that permit the holders of the Notes to
require that the Company repurchase or redeem the Notes in the event of a
takeover, recapitalization or similar transaction. In addition, the Company
could enter into certain transactions, including acquisitions, refinancings or
other recapitalizations, that could affect the Company's capital structure or
the value of the Notes, but that would not constitute a Change of Control. The
occurrence of a Change of Control may result in a default under the Credit
Facility and give the lenders thereunder the right to require the Company to
repay all outstanding obligations thereunder. The Company's ability to
repurchase Notes following a Change of Control may also be limited by the
Company's then existing financial resources.
 
     The Company will not be required to make a Change of Control Offer
following a Change of Control if a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
set forth in the Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.
 
     A "Change of Control" will be deemed to have occurred upon the occurrence
of any of the following:
 
          (a) the sale, lease, transfer, conveyance or other disposition (other
     than by merger or consolidation), in one or a series of related
     transactions, of all or substantially all of the assets of the Company and
     its Subsidiaries, taken as a whole,
 
          (b) the adoption of a plan relating to the liquidation or dissolution
     of the Company,
 
          (c) the consummation of any transaction (including, without
     limitation, any merger or consolidation, but excluding the effect of any
     voting arrangement pursuant to any agreement among the Company
                                        72

<PAGE>   78
 
     and any stockholders of the Company as in effect on the Issue Date) the
     result of which is that any "person" (as such term is used in Section
     13(d)(3) of the Exchange Act) becomes the "beneficial owner" (as such term
     is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
     or indirectly through one or more intermediaries, of more than 50% of the
     voting power of the outstanding Voting Stock of the Company or
 
          (d) the first day on which more than a majority of the members of the
     Board of Directors are not Continuing Directors;
 
provided, however, that a transaction in which the Company becomes a Subsidiary
of another Person (other than a Person that is an individual) shall not
constitute a Change of Control if
 
          (1) the stockholders of the Company immediately prior to such
     transaction "beneficially own" (as such term is defined in Rule 13d-3 and
     Rule 13d-5 under the Exchange Act), directly or indirectly through one or
     more intermediaries, at least a majority of the voting power of the
     outstanding Voting Stock of the Company immediately following the
     consummation of such transaction and
 
          (2) immediately following the consummation of such transaction, no
     "person" (as such term is defined above), other than such other Person (but
     including the holders of the Equity Interests of such other Person),
     "beneficially owns" (as such term is defined above), directly or indirectly
     through one or more intermediaries, more than 50% of the voting power of
     the outstanding Voting Stock of the Company.
 
For purposes of this definition, a time charter of marine vessels to customers
in the ordinary course of business shall not be deemed to be a "lease" under
clause (a) above.
 
     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors who
 
          (a) was a member of the Board of Directors on the Issue Date or
 
          (b) was nominated for election to the Board of Directors with the
     approval of, or whose election to the Board of Directors was ratified by,
     at least two-thirds of the directors who were members of the Board of
     Directors on the Issue Date or who were so elected to the Board of
     Directors thereafter.
 
     The definition of Change of Control includes an event by which the Company
sells, leases, transfers, conveys or otherwise disposes of all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole.
Although there is a limited body of case law interpreting the phrase
"substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a holder of Notes to require
the Company to repurchase such Notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of the Company
and its Subsidiaries, taken as whole, may be uncertain.
 
     Asset Sales.  The Indenture provides that the Company will not, and will
not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
(excluding for this purpose an Event of Loss) unless
 
          (a) the Company or such Restricted Subsidiary, as the case may be,
     receives consideration at the time of such Asset Sale at least equal to the
     fair market value (as determined in accordance with the definition of such
     term, the results of which determination shall be set forth in an Officers'
     Certificate delivered to the Trustee) of the assets or Equity Interests
     issued or sold or otherwise disposed of and
 
          (b) at least 75% of the consideration therefor received by the Company
     or such Restricted Subsidiary is in the form of cash or Cash Equivalents;
 
provided, however, that the amount of
 
          (1) any liabilities (as shown on the Company's or such Restricted
     Subsidiary's most recent balance sheet) of the Company or such Restricted
     Subsidiary (other than contingent liabilities and liabilities that are by
     their terms subordinated to the Notes or any Subsidiary Guarantee) that are
     assumed by the transferee of any such assets or Equity Interests pursuant
     to a customary novation agreement that releases the Company or such
     Restricted Subsidiary from further liability and
                                        73

<PAGE>   79
 
          (2) any securities, notes or other obligations received by the Company
     or such Restricted Subsidiary from such transferee that are converted
     within 30 days by the Company or such Restricted Subsidiary into cash (to
     the extent of the cash received) shall be deemed to be cash for purposes of
     this provision.
 
     Within 365 days after the receipt of any Net Proceeds from an Asset Sale
(including, without limitation, an Event of Loss), the Company or any such
Restricted Subsidiary may apply such Net Proceeds to
 
          (a) permanently repay all or any portion of the principal of any
     secured Indebtedness (to the extent of the fair value of the assets
     collateralizing such Indebtedness, as determined by the Board of Directors)
     or
 
          (b) to acquire (including by way of a purchase of assets or stock,
     merger, consolidation or otherwise) Productive Assets, provided that if the
     Company or such Restricted Subsidiary enters into a binding agreement to
     acquire such Productive Assets within such 365-day period, but the
     consummation of the transactions under such agreement has not occurred
     within such 365-day period, and the agreement has not been terminated, then
     the 365-day period will be extended to 18 months to permit such
     consummation; provided further, however, if such consummation does not
     occur, or such agreement is terminated within such 18-month period, then
     the Company may apply, or cause such Restricted Subsidiary to apply, within
     90 days after the end of the 18-month period or the effective date of such
     termination, whichever is earlier, such Net Proceeds as provided in clauses
     (a) and (b) of this paragraph.
 
Pending the final application of any such Net Proceeds, the Company or any such
Restricted Subsidiary may temporarily reduce outstanding revolving credit
borrowings, including borrowings under the Credit Facility, or otherwise invest
such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
first sentence of this paragraph will be deemed to constitute "Excess Proceeds."
 
     When the aggregate amount of Excess Proceeds exceeds $10 million, the
Company will be required to make an offer to all holders of Notes (an "Asset
Sale Offer") to purchase the maximum principal amount of Notes that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
and Liquidated Damages, if any, thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture; provided, however, that, if the
Company is required to apply such Excess Proceeds to repurchase, or to offer to
repurchase, any Pari Passu Indebtedness, the Company shall only be required to
offer to repurchase the maximum principal amount of Notes that may be purchased
out of the amount of such Excess Proceeds multiplied by a fraction, the
numerator of which is the aggregate principal amount of Notes outstanding and
the denominator of which is the aggregate principal amount of Notes outstanding
plus the aggregate principal amount of Pari Passu Indebtedness outstanding.
 
     To the extent that the aggregate principal amount of Notes tendered
pursuant to an Asset Sale Offer is less than the amount that the Company is
required to repurchase, the Company may use any remaining Excess Proceeds for
general corporate purposes. If the aggregate principal amount of Notes
surrendered by holders thereof exceeds the amount that the Company is required
to repurchase, the Trustee will select the Notes to be purchased on a pro rata
basis. Upon completion of such offer to purchase, the amount of Excess Proceeds
shall be reset at zero.
 
     The Company will not, and will not permit any Restricted Subsidiary to,
enter into or suffer to exist any agreement (other than any agreement governing
the Credit Facility) that would place any restriction of any kind (other than
pursuant to law or regulation) on the ability of the Company to make an Asset
Sale Offer. The agreement governing the Credit Facility may contain prohibitions
of certain events, including events that would constitute a Change of Control or
an Asset Sale. In addition, the exercise by the holders of Notes of their right
to require the Company to repurchase the Notes upon a Change of Control or an
Asset Sale could cause a default under these other agreements, even if the
Change of Control or Asset Sale itself does not, due to the financial effect of
such repurchases on the Company. Finally, the Company's ability to pay cash to
the holders of Notes upon a repurchase may be limited by the Company's then
existing financial resources.
 
                                        74

<PAGE>   80
 
     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the purchase
of the Notes as a result of an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of the Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the Indenture by virtue of such
conflict.
 
CERTAIN COVENANTS
 
     Restricted Payments.  The Indenture provides that the Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
 
          (a) declare or pay any dividend or make any other payment or
     distribution on account of the Company's or any of its Restricted
     Subsidiaries' Equity Interests (including, without limitation, any such
     payment in connection with any merger or consolidation involving the
     Company) or to the direct or indirect holders of the Company's Equity
     Interests in their capacity as such (other than dividends or distributions
     payable in Equity Interests (other than Disqualified Stock) of the
     Company);
 
          (b) purchase, redeem or otherwise acquire or retire for value
     (including without limitation, in connection with any merger or
     consolidation involving the Company) any Equity Interests of the Company or
     any of its Restricted Subsidiaries (other than any such Equity Interests
     owned by the Company or any Wholly Owned Restricted Subsidiary of the
     Company);
 
          (c) make any payment on or with respect to, or purchase, redeem,
     defease or otherwise acquire or retire for value, any Indebtedness that is
     subordinated in right of payment to the Notes or the Subsidiary Guarantees,
     except a payment of interest or principal at Stated Maturity (other than an
     interim payment of principal on the Subordinated Notes); or
 
          (d) make any Restricted Investment
 
(all such payments and other actions set forth in clauses (a) through (d) above
being collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment:
 
          (1) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof;
 
          (2) the Company would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the applicable four-quarter period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Consolidated Interest Coverage Ratio test set forth in the first
     paragraph of the covenant described under the caption "-- Incurrence of
     Indebtedness and Issuance of Preferred Stock"; and
 
          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the Issue Date (excluding Restricted Payments permitted
     by clauses (b), (c), (d), (f), (g), (h) and (i), but including Restricted
     Payments permitted by clauses (a) and (e), of the next succeeding
     paragraph), is less than the sum of the following:
 
             (A) 50% of the cumulative Consolidated Net Income of the Company
        for the period (taken as one accounting period) from April 1, 2001 to
        the end of the Company's most recently ended fiscal quarter for which
        internal financial statements are available at the time of such
        Restricted Payment (or, if such Consolidated Net Income for such period
        is a deficit, less 100% of such deficit), plus
 
             (B) subject to clause (b) of the next succeeding paragraph, 100% of
        the aggregate net cash proceeds received by the Company since the Issue
        Date from the issue or sale of Equity Interests of the Company (other
        than Disqualified Stock) or of Disqualified Stock or debt securities of
        the Company that have been converted into, or exchanged for, such Equity
        Interests (other than any such Equity Interests, Disqualified Stock or
        convertible debt securities sold to a Restricted
 
                                        75

<PAGE>   81
 
        Subsidiary of the Company and other than Disqualified Stock or
        convertible debt securities that have been converted into, or exchanged
        for, Disqualified Stock), plus
 
             (C) to the extent that any Restricted Investment that was made
        after the Issue Date is sold for cash or otherwise liquidated or repaid
        for cash, the lesser of (1) the cash return of capital with respect to
        such Restricted Investment (less the cost of disposition, if any) and
        (2) the initial amount of such Restricted Investment, plus
 
             (D) in the event that any Unrestricted Subsidiary is redesignated
        as a Restricted Subsidiary, the lesser of (1) an amount equal to the
        fair market value of the Investments in such Subsidiary previously made
        by the Company and its Restricted Subsidiaries as of the date of such
        redesignation and (2) the amount of such Investments, plus
 
             (E) $10 million.
 
The preceding provisions will not prohibit:
 
          (a) the payment of any dividend within 60 days after the date of
     declaration thereof if at said date of declaration such payment would have
     complied with the provisions of the Indenture;
 
          (b) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of the Company or any
     Guarantor or Equity Interests of the Company or any of its Restricted
     Subsidiaries in exchange for, or out of the net cash proceeds of the
     substantially concurrent sale (other than to a Restricted Subsidiary of the
     Company) of, other Equity Interests of the Company (other than any
     Disqualified Stock), provided that the amount of any such net cash proceeds
     that are utilized for any such redemption, repurchase, retirement,
     defeasance or other acquisition shall be excluded from clause (3)(B) of the
     preceding paragraph;
 
          (c) the defeasance, redemption, repurchase, retirement or other
     acquisition of subordinated Indebtedness of the Company or any Guarantor
     with the net cash proceeds from an incurrence of, or in exchange for,
     Permitted Refinancing Indebtedness;
 
          (d) the payment of any dividend or distribution by a Restricted
     Subsidiary of the Company to the Company or any of its Wholly Owned
     Restricted Subsidiaries;
 
          (e) so long as no Default or Event of Default has occurred and is
     continuing, the repurchase, redemption or other acquisition or retirement
     for value of any Equity Interests of the Company or any of its Restricted
     Subsidiaries held by any employee of the Company or any of its Restricted
     Subsidiaries, provided that the aggregate price paid for all such
     repurchased, redeemed, acquired or retired Equity Interests shall not
     exceed $500,000 in any calendar year;
 
          (f) the acquisition of Equity Interests by the Company in connection
     with the exercise of stock options or stock appreciation rights by way of
     cashless exercise or in connection with the satisfaction of withholding tax
     obligations;
 
          (g) in connection with an acquisition by the Company or by any of its
     Restricted Subsidiaries, the return to the Company or any of its Restricted
     Subsidiaries of Equity Interests of the Company or any of its Restricted
     Subsidiaries constituting a portion of the purchase price consideration in
     settlement of indemnification claims;
 
          (h) the purchase by the Company of fractional shares of Equity
     Interests arising out of stock dividends, splits or combinations or
     business combinations; and
 
          (i) the acquisition by the Company of any Trutta/JEDI warrants in
     exchange for Subordinated Notes.
 
     The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment will be determined in the manner
contemplated by the definition of the term
                                        76

<PAGE>   82
 
"fair market value," and the results of such determination will be evidenced by
an Officers' Certificate delivered to the Trustee. Not later than the date of
making any Restricted Payment (other than a Restricted Payment permitted by
clause (b), (c), (d), (f), (g), (h) or (i) of the preceding paragraph), the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the covenant "Restricted Payments" were computed.
 
     Incurrence of Indebtedness and Issuance of Preferred Stock.  The Indenture
provides that the Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur" or an "incurrence") any Indebtedness
(including, without limitation, any Acquired Indebtedness) and that the Company
will not issue any Disqualified Stock and will not permit any of its Restricted
Subsidiaries to issue any shares of preferred stock; provided, however, that the
Company and its Restricted Subsidiaries may incur Indebtedness, and the Company
may issue Disqualified Stock, in each case if the Consolidated Interest Coverage
Ratio for the Company's most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred or such Disqualified Stock is
issued would have been at least as great as the ratio indicated in the following
table at the time such additional Indebtedness is incurred or such Disqualified
Stock is issued (such time being called the "Incurrence Time"), in each case as
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness or Disqualified Stock had
been issued or incurred at the beginning of such four-quarter period.
 

<Table>
<Caption>
INCURRENCE TIME                                                  RATIO
---------------                                                  -----
<S>                                                            <C>
When the Notes are rated at least Ba3 by Moody's and at
  least BB- by S&P..........................................   2.50 to 1
At any other time as follows:
  From the Issue Date through December 31, 2002.............   2.50 to 1
  From January 1, 2003 through June 30, 2004................   2.75 to 1
  After June 30, 2004.......................................   3.00 to 1
</Table>

 
     The preceding provisions will not apply to the incurrence by the Company or
any of its Restricted Subsidiaries of any of the following Indebtedness:
 
          (a) Indebtedness under the Credit Facility in an aggregate principal
     amount at any one time outstanding not to exceed the sum of (1) $25 million
     and (2) 15% of the amount of the increase, if any, in Consolidated Net
     Tangible Assets between (A) the end of the Company's most recently ended
     fiscal quarter for which internal financial statements are available and
     (B) March 31, 2001, with the amount of Consolidated Net Tangible Assets at
     March 31, 2001 to be determined on a pro forma basis to reflect the
     Company's acquisition on May 31, 2001 of tugs and tank barges from the
     Spentonbush/Red Star Group, plus any fees, premiums, expenses (including
     costs of collection), indemnities and similar amounts payable in connection
     with such Indebtedness;
 
          (b) Existing Indebtedness;
 
          (c) Hedging Obligations;
 
          (d) Indebtedness represented by the Offered Notes, the Exchange Notes
     or any Subsidiary Guarantees;
 
          (e) intercompany Indebtedness between or among the Company and any of
     its Wholly Owned Restricted Subsidiaries, provided that any subsequent
     issuance or transfer of Equity Interests that results in any such
     Indebtedness being held by a Person other than the Company or a Wholly
     Owned Restricted Subsidiary of the Company, or any sale or other transfer
     of any such Indebtedness to a Person that is neither the Company nor a
     Wholly Owned Restricted Subsidiary of the Company, shall be deemed to
     constitute an incurrence of such Indebtedness by the Company or such
     Restricted Subsidiary, as the case may be, as of the date such issuance,
     sale or other transfer is not permitted by this clause (e);
 
                                        77

<PAGE>   83
 
          (f) Indebtedness in respect of bid, performance or surety bonds issued
     for the account of the Company or any Restricted Subsidiary thereof in the
     ordinary course of business, including guarantees or obligations of the
     Company or any Restricted Subsidiary thereof with respect to letters of
     credit supporting such bid, performance or surety obligations (in each case
     other than for an obligation for money borrowed);
 
          (g) the guarantee by the Company of Indebtedness of any of its
     Restricted Subsidiaries or by any Restricted Subsidiary of Indebtedness of
     the Company or another Restricted Subsidiary, in each case, that was
     permitted to be incurred by another provision of this covenant;
 
          (h) Permitted Refinancing Debt incurred in exchange for, or the net
     proceeds of which are used to extend, refinance, renew, replace, defease or
     refund Indebtedness that was incurred pursuant to the first paragraph of
     this covenant or clause (b), (d) or (h) of the second paragraph of this
     covenant;
 
          (i) Subordinated Notes; and
 
          (j) other Indebtedness in a principal amount not to exceed $10 million
     at any one time outstanding.
 
     The Indenture also provides that the Company will not, and will not permit
any Guarantor to, directly or indirectly, incur any Indebtedness which by its
terms (or by the terms of any agreement governing such Indebtedness) is
subordinated to any other Indebtedness of the Company or of such Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or by the terms
of any agreement governing such Indebtedness) made expressly subordinate to the
Notes or the Subsidiary Guarantee of such Guarantor, as the case may be, to the
same extent and in the same manner as such Indebtedness is subordinated pursuant
to subordination provisions that are most favorable to the holders of any other
Indebtedness of the Company or of such Guarantor, as the case may be; provided,
however, that no Indebtedness will be deemed to be contractually subordinated in
right of payment to any other Indebtedness solely by virtue of being unsecured.
 
     For purposes of determining compliance with this "Incurrence of
Indebtedness and Issuance of Preferred Stock" covenant, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the
categories of Indebtedness described in clauses (a) through (i) of the second
paragraph, or is entitled to be incurred pursuant to the first paragraph, of
this covenant, the Company will be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a portion
of such item of Indebtedness, in any manner that complies with this covenant,
and such item of Indebtedness will be treated as having been incurred pursuant
to such category. There will be no restrictions in the Indenture on the ability
of an Unrestricted Subsidiary to incur Indebtedness or issue preferred stock.
 
     Liens.  The Indenture provides that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, assume or suffer to exist any Lien on any asset now owned or hereafter
acquired, or any income or profits therefrom, except Permitted Liens, to secure:
 
          (a) any Indebtedness of the Company or such Restricted Subsidiary (if
     it is not also a Guarantor), unless prior to, or contemporaneously
     therewith, the Notes are equally and ratably secured, or
 
          (b) any Indebtedness of any Guarantor, unless prior to, or
     contemporaneously therewith, the Subsidiary Guarantees are equally and
     ratably secured;
 
provided, however, that if such Indebtedness is expressly subordinated to the
Notes or the Subsidiary Guarantees, the Lien securing such Indebtedness will be
subordinated and junior to the Lien securing the Notes or the Subsidiary
Guarantees, as the case may be, with the same relative priority as such
Indebtedness has with respect to the Notes or the Subsidiary Guarantees. The
incurrence of secured Indebtedness by the Company and its Restricted
Subsidiaries is subject to further limitations on the incurrence of Indebtedness
as described under "-- Incurrence of Indebtedness and Issuance of Preferred
Stock."
 
     Sale-and-Leaseback Transactions.  The Indenture provides that the Company
will not, and will not permit any of its Restricted Subsidiaries to, enter into
any sale-and-leaseback transaction; provided, however,
 
                                        78

<PAGE>   84
 
that the Company or any Restricted Subsidiary, as applicable, may enter into a
sale-and-leaseback transaction if:
 
          (a) the Company or such Restricted Subsidiary could have
 
             (1) incurred Indebtedness in an amount equal to the Attributable
        Indebtedness relating to such sale-and-leaseback transaction pursuant to
        the Consolidated Interest Coverage Ratio test set forth in the first
        paragraph of the covenant described above under the caption
        "-- Incurrence of Indebtedness and Issuance of Preferred Stock" and
 
             (2) incurred a Lien to secure such Indebtedness pursuant to the
        covenant described under the caption "-- Liens,"
 
          (b) the gross cash proceeds of such sale-and-leaseback transaction are
     at least equal to the fair market value (as determined in accordance with
     the definition of such term, the results of which determination shall be
     set forth in an Officers' Certificate delivered to the Trustee) of the
     assets that are the subject of such sale-and-leaseback transaction and
 
          (c) the transfer of assets in such sale-and-leaseback transaction is
     permitted by, and the Company applies the proceeds of such transaction in
     compliance with, the covenant described above under the caption
     "-- Repurchase at the Option of Holders -- Asset Sales."
 
     Issuances and Sales of Capital Stock of Restricted Subsidiaries.  The
Indenture provides that the Company
 
          (a) will not, and will not permit any Restricted Subsidiary of the
     Company to, transfer, convey, sell or otherwise dispose of any Capital
     Stock of any Restricted Subsidiary of the Company to any Person (other than
     the Company or a Wholly Owned Restricted Subsidiary of the Company), unless
 
             (1) such transfer, conveyance, sale, or other disposition is of all
        the Capital Stock of such Restricted Subsidiary and
 
             (2) the Net Proceeds from such transfer, conveyance, sale or other
        disposition are applied in accordance with the covenant described above
        under the caption "-- Repurchase at the Option of Holders -- Asset
        Sales," and
 
          (b) will not permit any Restricted Subsidiary of the Company to issue
     any of its Equity Interests to any Person other than to the Company or a
     Wholly Owned Restricted Subsidiary of the Company;
 
except, in the case of both clauses (a) and (b) above, with respect to (i)
dispositions or issuances by a Wholly Owned Restricted Subsidiary of the Company
as contemplated in clauses (a) and (b) of the definition of "Wholly Owned
Restricted Subsidiary" or (ii) other dispositions or issuances of up to 35% of
the outstanding Capital Stock of a Wholly Owned Restricted Subsidiary of the
Company, provided that, after giving pro forma effect thereto, the Investment of
the Company and its Wholly Owned Restricted Subsidiaries in all Restricted
Subsidiaries that are not Wholly Owned Restricted Subsidiaries of the Company,
determined on a consolidated basis in accordance with GAAP, does not exceed 15%
of Consolidated Net Tangible Assets of the Company. For purposes of this
covenant, the creation or perfection of a Lien on any Capital Stock of a
Restricted Subsidiary of the Company to secure any Indebtedness of the Company
or any of its Restricted Subsidiaries will not be deemed to be a disposition of
such Capital Stock, provided that any sale by the secured party of such Capital
Stock following foreclosure of its Lien will be subject to this covenant.
 
     Dividend and Other Payment Restrictions Affecting Subsidiaries.  The
Indenture provides that the Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to do any of the following:
 
          (a) (i) pay dividends or make any other distributions to the Company
     or any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any
     Indebtedness owed to the Company or any of its Restricted Subsidiaries,
 
                                        79

<PAGE>   85
 
          (b) make loans or advances to the Company or any of its Restricted
     Subsidiaries or
 
          (c) transfer any of its assets to the Company or any of its Restricted
     Subsidiaries,
 
except for such encumbrances or restrictions existing under or by reason of:
 
          (1) the Credit Facility or Existing Indebtedness, each as in effect on
     the Issue Date,
 
          (2) the Indenture, the Notes and the Subsidiary Guarantees,
 
          (3) applicable law,
 
          (4) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by the Company or any of its Restricted Subsidiaries as in effect
     at the time of such acquisition (except to the extent such Indebtedness was
     incurred in connection with or in contemplation of such acquisition), which
     encumbrance or restriction is not applicable to any Person or the assets of
     any Person, other than the Person, or the assets of the Person, so
     acquired, provided that, in the case of Indebtedness, such Indebtedness was
     permitted by the terms of the Indenture to be incurred,
 
          (5) by reason of customary non-assignment provisions in leases entered
     into in the ordinary course of business and consistent with past practices,
 
          (6) by reason of customary provisions restricting the transfer of
     copyrighted or patented materials consistent with industry practice,
 
          (7) purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions of the nature described in
     clause (c) above on the property so acquired,
 
          (8) customary provisions in bona fide contracts for the sale of
     assets,
 
          (9) Permitted Refinancing Indebtedness with respect to any
     Indebtedness referred to in clauses (1) and (2) above, provided that the
     restrictions contained in the agreements governing such Permitted
     Refinancing Indebtedness are not materially more restrictive, taken as a
     whole, than those contained in the agreements governing the Indebtedness
     being refinanced or
 
          (10) provisions with respect to the disposition or distribution of
     assets in joint venture agreements, asset sale agreements, stock sale
     agreements and other similar agreements entered into in the ordinary course
     of business.
 
     Merger, Consolidation or Sale of Assets.  The Indenture provides that the
Company may not consolidate or merge with or into (whether or not the Company is
the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets in one or more
related transactions to another Person unless
 
          (a) the Company is the surviving corporation or the Person formed by
     or surviving any such consolidation or merger (if other than the Company)
     or to which such sale, assignment, transfer, lease, conveyance or other
     disposition has been made is a corporation organized or existing under the
     laws of the United States, any state thereof or the District of Columbia,
 
          (b) the Person formed by or surviving any such consolidation or merger
     (if other than the Company) or the Person to which such sale, assignment,
     transfer, lease, conveyance or other disposition has been made assumes all
     the obligations of the Company under the Notes and the Indenture pursuant
     to a supplemental indenture in a form reasonably satisfactory to the
     Trustee,
 
          (c) immediately after such transaction no Default or Event of Default
     exists and
 
          (d) except in the case of a merger of the Company with or into a
     Wholly Owned Restricted Subsidiary of the Company, the Company or the
     Person formed by or surviving any such consolidation or merger (if other
     than the Company), or to which such sale, assignment, transfer, lease,
     conveyance or other disposition has been made
 
                                        80

<PAGE>   86
 
             (1) will have Consolidated Net Worth immediately after the
        transaction equal to or greater than the Consolidated Net Worth of the
        Company immediately preceding the transaction and
 
             (2) will, at the time of such transaction and after giving pro
        forma effect thereto as if such transaction had occurred at the
        beginning of the applicable four-quarter period, be permitted to incur
        at least $1.00 of additional Indebtedness pursuant to the Consolidated
        Interest Coverage Ratio test set forth in the first paragraph of the
        covenant described above under the caption "-- Incurrence of
        Indebtedness and Issuance of Preferred Stock."
 
     Transactions with Affiliates.  The Indenture provides that the Company will
not, and will not permit any of its Restricted Subsidiaries to, make any payment
to, or sell, lease, transfer or otherwise dispose of any of its assets to, or
purchase any assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"),
unless:
 
          (a) such Affiliate Transaction is on terms that are no less favorable
     to the Company or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction by the Company or such
     Restricted Subsidiary with an unrelated Person or, if there is no such
     comparable transaction, on terms that are fair and reasonable to the
     Company or such Restricted Subsidiary, and
 
          (b) the Company delivers to the Trustee
 
             (1) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of $1
        million, a resolution of the Board of Directors set forth in an
        Officers' Certificate certifying that such Affiliate Transaction
        complies with clause (a) above and that such Affiliate Transaction has
        been approved by a majority of the disinterested members of the Board of
        Directors and
 
             (2) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of $5
        million, an opinion as to the fairness to the Company or the relevant
        Subsidiary of such Affiliate Transaction from a financial point of view
        issued by an accounting, appraisal or investment banking firm that is,
        in the judgment of the Board of Directors, qualified to render such
        opinion and is independent with respect to the Company, provided that
        such opinion will not be required with respect to any Affiliate
        Transaction or series of related Affiliate Transactions involving
        shipyard contracts that are awarded following a competitive bidding
        process and approved by a majority of the disinterested members of the
        Board of Directors;
 
provided, however, that the following shall be deemed not to be Affiliate
Transactions:
 
          (A) any employment agreement or other employee compensation plan or
     arrangement entered into by the Company or any of its Restricted
     Subsidiaries in the ordinary course of business of the Company or such
     Restricted Subsidiary;
 
          (B) transactions between or among the Company and its Restricted
     Subsidiaries;
 
          (C) Permitted Investments and Restricted Payments that are permitted
     by the provisions of the Indenture;
 
          (D) loans or advances to officers, directors and employees of the
     Company or any Restricted Subsidiary made in the ordinary course of
     business and consistent with past practices of the Company and its
     Restricted Subsidiaries in an aggregate amount not to exceed $500,000
     outstanding at any one time;
 
          (E) indemnities of officers, directors and employees of the Company or
     any of its Restricted Subsidiaries permitted by bylaw or statutory
     provisions;
 
          (F) maintenance in the ordinary course of business of customary
     benefit programs or arrangements for officers, directors and employees of
     the Company or any Restricted Subsidiary, including without limitation
     vacation plans, health and life insurance plans, deferred compensation
     plans, retirement or savings plans and similar plans;
 
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<PAGE>   87
 
          (G) registration rights or similar agreements with officers, directors
     or significant shareholders of the Company or any Restricted Subsidiary;
 
          (H) issuance of Equity Interests (other than Disqualified Stock) by
     the Company; and
 
          (I) the payment of reasonable and customary regular fees to directors
     of the Company or any of its Restricted Subsidiaries who are not employees
     of the Company or any Affiliate.
 
     Additional Subsidiary Guarantees.  The Indenture provides that if the
Company or any of its Restricted Subsidiaries, after the Issue Date, acquires or
creates another Restricted Subsidiary, then such newly acquired or created
Subsidiary shall execute a supplement to the Indenture and deliver an Opinion of
Counsel in accordance with the terms of the Indenture.
 
     Conduct of Business.  The Company will not, and will not permit any of its
Restricted Subsidiaries to, engage in the conduct of any business other than the
marine transportation business and such other businesses as are complementary or
related thereto as determined in good faith by the Board of Directors of the
Company.
 
     Reports.  Whether or not the Company is required to do so by the rules and
regulations of the Commission, the Company will file with the Commission within
the time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and, within fifteen days of filing, or
attempting to file, the same with the Commission, furnish to the holders of the
Notes and the Trustee
 
          (a) all quarterly and annual financial and other information with
     respect to the Company and its Subsidiaries that would be required to be
     contained in a filing with the Commission on Forms 10-Q and 10-K if the
     Company were required to file such forms, including a "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     and, with respect to the annual information only, a report thereon by the
     Company's certified independent accountants, provided that the obligation
     to file and to furnish such quarterly information will commence with
     respect to the quarterly period ending September 30, 2001, and
 
          (b) all current reports that would be required to be filed with the
     Commission on Form 8-K if the Company were required to file such reports.
 
     In addition, the Company and the Guarantors will furnish to the holders of
the Notes, prospective purchasers of the Notes and securities analysts, upon
their request, the information, if any, required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act.
 
     Future Designation of Restricted and Unrestricted Subsidiaries.  The
preceding covenants (including calculation of financial ratios and the
determination of limitations on the incurrence of Indebtedness) may be affected
by the designation by the Company of any existing or future Subsidiary of the
Company as an Unrestricted Subsidiary, or by the redesignation by the Company of
an Unrestricted Subsidiary as a Restricted Subsidiary.
 
     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash) in
the Subsidiary so designated will be deemed to be Restricted Payments at the
time of such designation. All such outstanding Investments will be deemed to
constitute Investments in an amount equal to the greater of (a) the net book
value of such Investments at the time of such designation and (b) the fair
market value of such Investments at the time of such designation. Such
designation will only be permitted if such Restricted Payments would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.
 
     The Board of Directors of the Company may also redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if such redesignation complies with the
requirements of the Indenture described in the definition of "Unrestricted
Subsidiary." If the aggregate amount of all Restricted Payments calculated for
purposes of the first paragraph of the covenant described under "-- Restricted
Payments" above includes an
 
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<PAGE>   88
 
Investment in an Unrestricted Subsidiary that subsequently becomes a Restricted
Subsidiary pursuant to the terms of this paragraph, then the aggregate amount of
such Restricted Payments will be reduced by the lesser of (a) an amount equal to
the fair market value of the Investments previously made by the Company and its
Restricted Subsidiaries in such Unrestricted Subsidiary at the time it becomes a
Restricted Subsidiary and (b) the amount of such Investments.
 
     Any designation or redesignation pursuant to this covenant by the Board of
Directors will be evidenced by the filing with the Trustee of a Board Resolution
giving effect to such action and evidencing the valuation of any Investment
relating thereto (as determined in good faith by the Board of Directors) and an
Officers' Certificate certifying that such action and valuation complied with
the preceding requirements.
 
EVENTS OF DEFAULT AND REMEDIES
 
     The Indenture provides that each of the following constitutes an Event of
Default:
 
          (a) default for 30 days in the payment when due of interest or
     Liquidated Damages, if any, on the Notes;
 
          (b) default in payment when due of the principal of or premium, if
     any, on the Notes;
 
          (c) failure by the Company to comply with the provisions described
     under the caption "-- Repurchase at the Option of Holders" or "-- Certain
     Covenants -- Merger, Consolidation or Sale of Assets";
 
          (d) failure by the Company for 60 days after notice to comply with any
     of its other agreements in the Indenture or the Notes;
 
          (e) default under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
     exists or is created after the Issue Date, which default
 
             (1) is caused by a failure to pay principal of or premium or
        interest on such Indebtedness prior to the expiration of any grace
        period provided in such Indebtedness (a "Payment Default") or
 
             (2) results in the acceleration of such Indebtedness prior to its
        express maturity and
 
             (3) in each case, the principal amount of any such Indebtedness,
        together with the principal amount of any other such Indebtedness under
        which there has been a Payment Default or the maturity of which has been
        so accelerated, aggregates $10 million or more and
 
provided, further, that if any such default is cured or waived or any such
acceleration rescinded, or such Indebtedness is repaid, within a period of 10
days from the continuation of such default beyond the applicable grace period or
the occurrence of such acceleration, as the case may be, such Event of Default
and any consequential acceleration of the Notes shall be automatically
rescinded, so long as such rescission does not conflict with any judgment or
decree;
 
          (f) failure by the Company or any of its Restricted Subsidiaries to
     pay final judgments aggregating in excess of $10 million, which judgments
     are not paid, discharged or stayed for a period of 60 days;
 
          (g) failure by any Guarantor to perform any covenant set forth in its
     Subsidiary Guarantee, or the repudiation by any Guarantor of its
     obligations under its Subsidiary Guarantee or the unenforceability of any
     Subsidiary Guarantee against a Guarantor for any reason other than as
     provided in the Indenture; and
 
          (h) certain events of bankruptcy or insolvency with respect to the
     Company or any Significant Subsidiary.
 
     If any Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
preceding, in the case of an Event of Default arising from certain events of
bankruptcy or
 
                                        83

<PAGE>   89
 
insolvency with respect to the Company or any Significant Subsidiary, all
outstanding Notes will become due and payable without further action or notice.
The holders of a majority in principal amount of the then outstanding Notes by
written notice to the Trustee may on behalf of all of the holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest, premium or Liquidated Damages that have become due solely
because of the acceleration) have been cured or waived. Holders of the Notes may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal, premium, interest or Liquidated Damages,
if any) if it determines that withholding notice is in their interest.
 
     In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes.
 
     The holders of a majority in principal amount of the Notes then outstanding
by notice to the Trustee may on behalf of the holders of all of the Notes waive
any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of the
principal of, premium interest or Liquidated Damages, if any, on the Notes.
 
     Except to enforce the right to receive payment of principal, premium, if
any, interest or Liquidated Damages, if any, when due, no holder of the Notes
may pursue any remedy with respect to the Indenture or the Notes unless:
 
          (1) such holder has previously given the Trustee notice that an Event
     of Default is continuing;
 
          (2) holders of at least 25% in principal amount of the outstanding
     Notes have requested the Trustee to pursue such remedy;
 
          (3) such holders have offered the Trustee indemnity satisfactory to it
     against any loss, liability or expense;
 
          (4) the Trustee has not complied with such request within 60 days
     after the receipt thereof and the offer of indemnity; and
 
          (5) holders of a majority in principal amount of the outstanding Notes
     have not given the Trustee a direction inconsistent with such request
     within such 60-day period.
 
     The Company will be required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company will be required, upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.
 
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
 
     No director, officer, employee, incorporator, member, partner or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Notes, the
Subsidiary Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws, and it is the
view of the Commission that such a waiver is against public policy.
 
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<PAGE>   90
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
     The Company may, at its option and at any time, elect to have all of the
obligations of itself and the Guarantors discharged with respect to the
outstanding Notes and the Subsidiary Guarantees ("Legal Defeasance") except for
 
          (a) the rights of holders of outstanding Notes to receive payments in
     respect of the principal of and premium, interest and Liquidated Damages,
     if any, on such Notes when such payments are due from the trust referred to
     below,
 
          (b) the Company's obligations with respect to the Notes concerning
     issuing temporary Notes, registration of transfer or exchange of Notes,
     mutilated, destroyed, lost or stolen Notes and the maintenance of an office
     or agency for payment and money for security payments held in trust,
 
          (c) the rights, powers, trusts, duties and immunities of the Trustee,
     and the Company's and any Guarantor's obligations in connection therewith
     and
 
          (d) the Legal Defeasance provisions of the Indenture.
 
     In addition, the Company may, at its option and at any time, elect to have
the obligations of the Company and the Guarantors released with respect to
certain covenants that are described in the Indenture ("Covenant Defeasance")
and thereafter any omission to comply with such obligations will not constitute
a Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy and
insolvency events) described under "Events of Default and Remedies" will no
longer constitute an Event of Default with respect to the Notes.
 
     In order to exercise either Legal Defeasance or Covenant Defeasance,
 
          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the holders of the Notes, cash in U.S. dollars,
     non-callable U.S. Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of and
     premium, interest and Liquidated Damages, if any, on the outstanding Notes
     on the Stated Maturity or on the applicable redemption date, as the case
     may be, and the Company must specify whether the Notes are being defeased
     to maturity or to a particular redemption date,
 
          (2) in the case of Legal Defeasance, the Company shall have delivered
     to the Trustee an Opinion of Counsel in the United States reasonably
     acceptable to the Trustee confirming that (A) the Company has received
     from, or there has been published by, the Internal Revenue Service a ruling
     or (B) since the Issue Date, there has been a change in the applicable
     federal income tax law, in either case to the effect that, and based
     thereon such opinion of counsel shall confirm that, the holders of the
     outstanding Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such Legal Defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Legal Defeasance had
     not occurred,
 
          (3) in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that the holders of the
     outstanding Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such Covenant Defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Covenant Defeasance
     had not occurred,
 
          (4) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or Event of
     Default resulting from the borrowing of funds to be applied to such deposit
     or the grant of Liens securing such borrowings) or insofar as Events of
     Default from bankruptcy or insolvency events are concerned, at any time in
     the period ending on the 91st day after the date of deposit,
 
                                        85

<PAGE>   91
 
          (5) such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under any material
     agreement or instrument (other than the Indenture) to which the Company or
     any of its Restricted Subsidiaries is a party or by which the Company or
     any of its Restricted Subsidiaries is bound,
 
          (6) the Company must have delivered to the Trustee an Opinion of
     Counsel to the effect that, after the 91st day following the date of
     deposit, the trust funds will not be subject to the effect of any
     applicable bankruptcy, insolvency, reorganization or similar laws affecting
     creditors' rights generally,
 
          (7) the Company must deliver to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Company with the intent of
     preferring the holders of Notes over the other creditors of the Company
     with the intent of defeating, hindering, delaying or defrauding creditors
     of the Company or others and
 
          (8) the Company must deliver to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for relating to the Legal Defeasance or the Covenant Defeasance
     have been complied with.
 
If the Company exercises either Legal Defeasance or Covenant Defeasance, any
Liens securing the Notes that were created pursuant to the requirements of the
"Liens" covenant will be released.
 
AMENDMENT AND WAIVER
 
     Except as provided below, the Indenture or the Notes may be amended with
the consent of the holders of at least a majority in principal amount of the
Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes),
and any existing non-payment default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for Notes).
 
     Without the consent of each holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):
 
          (a) reduce the principal amount of Notes whose holders must consent to
     an amendment or waiver,
 
          (b) reduce the principal of or change the fixed maturity of any Note
     or alter the provisions with respect to the redemption or repurchase of the
     Notes (other than provisions relating to the covenants described above
     under the caption "-- Repurchase at the Option of Holders"),
 
          (c) reduce the rate of or change the time for payment of interest on
     any Note,
 
          (d) waive a Default or Event of Default in the payment of principal of
     or premium, interest or Liquidated Damages, if any, on the Notes (except a
     rescission of acceleration of the Notes by the holders of at least a
     majority in principal amount of the Notes and a waiver of the payment
     default that resulted from such acceleration),
 
          (e) make any Note payable in money other than that stated in the
     Notes,
 
          (f) make any change in the provisions of the Indenture relating to
     waivers of past defaults or the rights of holders of Notes to receive
     payments of principal of or premium, interest or Liquidated Damages, if
     any, on the Notes (except as permitted in clause (g) hereof),
 
          (g) waive a redemption or repurchase payment with respect to any Note
     (other than a payment required by one of the covenants described above
     under the caption "-- Repurchase at the Option of Holders"),
 
          (h) alter the ranking of the Notes relative to other Indebtedness of
     the Company or any Subsidiary Guarantee relative to other Indebtedness of
     the Guarantors, in either case in a manner adverse to the holders, or
 
                                        86

<PAGE>   92
 
          (i) make any change in the foregoing amendment and waiver provisions.
 
     Notwithstanding the preceding, without the consent of any holder of Notes,
the Company, the Guarantors and the Trustee may amend the Indenture or the Notes
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company's obligations to holders of Notes in the case of a
merger or consolidation or sale of all or substantially all of the Company's
assets, to make any change that would provide any additional rights or benefits
to the holders of Notes or that does not adversely affect the legal rights under
the Indenture of any such holder, to secure the Notes pursuant to the
requirements of the "Liens" covenant, to add any additional Guarantor or to
release any Guarantor from its Subsidiary Guarantee, in each case as provided in
the Indenture, or to comply with requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the Trust Indenture
Act.
 
     Neither the Company nor any of its Subsidiaries will, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any holder of any Notes for or as an inducement
to any consent, waiver or amendment of any terms or provisions of the Indenture
or the Notes, unless such consideration is offered to be paid or agreed to be
paid to all holders of the Notes which so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.
 
SATISFACTION AND DISCHARGE
 
     The Indenture will be discharged and will cease to be of further effect as
to all Notes issued thereunder, when:
 
          (a) either:
 
             (1) all Notes that have been authenticated (except lost, stolen or
        destroyed Notes that have been replaced or paid and Notes for whose
        payment money has theretofore been deposited in trust and thereafter
        repaid to the Company) have been delivered to the Trustee for
        cancellation or
 
             (2) all Notes that have not been delivered to the Trustee for
        cancellation have become due and payable by reason of the giving of a
        notice of redemption or otherwise or will become due and payable within
        one year and the Company or any Guarantor has irrevocably deposited or
        caused to be irrevocably deposited with the Trustee as trust funds in
        trust solely for the benefit of the Holders, cash in U.S. dollars,
        non-callable U.S. Government Securities or a combination thereof, in
        such amounts as will be sufficient without consideration of any
        reinvestment of interest, to pay and discharge the entire indebtedness
        on the Notes not delivered to the Trustee for cancellation for
        principal, premium, if any, Liquidated Damages, if any, and accrued
        interest to the date of maturity or redemption;
 
          (b) no Default or Event of Default has occurred and is continuing on
     the date of such deposit or will occur as a result of such deposit and such
     deposit will not result in a breach or violation of, or constitute a
     default under, any other instrument to which the Company or any Guarantor
     is a party or by which the Company or any Guarantor is bound;
 
          (c) the Company or any Guarantor has paid or caused to be paid all
     other sums payable by it under the Indenture; and
 
          (d) the Company has delivered an Officers' Certificate and an Opinion
     of Counsel to the Trustee stating that all conditions precedent to
     satisfaction and discharge have been satisfied.
 
CONCERNING THE TRUSTEE
 
     Wells Fargo Bank Minnesota, National Association, will serve as trustee,
registrar and paying agent under the Indenture.
 
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<PAGE>   93
 
     The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company or any Guarantor, to obtain payment
of claims in certain cases, or to realize on certain property received in
respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in other transactions; however, if after an Event of Default
has occurred and is continuing, the Trustee acquires any conflicting interest it
must eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign.
 
     The holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
occurs (which is not cured), the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
holder of Notes, unless such holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.
 
GOVERNING LAW
 
     The Indenture provides that it, the Notes and the Subsidiary Guarantees
will be governed by the laws of the State of New York.
 
ADDITIONAL INFORMATION
 
     Anyone who receives this prospectus may obtain a copy of the Indenture
without charge by contacting HORNBECK-LEEVAC Marine Services, Inc., 414 N.
Causeway Boulevard, Mandeville, Louisiana 70448, Attention: James O. Harp, Jr.,
Chief Financial Officer, telephone (985) 727-2000, extension 203.
 
BOOK ENTRY, DELIVERY AND FORM
 
     The Series B notes will be issued in the form of a global note. The global
note will be deposited with, or on behalf of, the Depository and registered in
the name of the Depository or its nominee. Except as set forth below, the global
note may be transferred, in whole and not in part, only to the Depository or
another nominee of the Depository. Investors may hold their beneficial interests
in the global note directly through the Depository if they have an account with
the Depository or indirectly through organizations which have accounts with the
Depository.
 
     Series B notes that are issued as described below under "-- Certificated
Notes" will be issued in definitive form. Upon the transfer of Series B notes in
definitive form, such Series B notes will, unless the global note has previously
been exchanged for Series B notes in definitive form, be exchanged for an
interest in the global note representing the aggregate principal amount of
Series B notes being transferred.
 
     The Depository has advised the Company as follows: The Depository is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depository was created to hold securities of institutions that have accounts
with the Depository ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such securities
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depository's participants include securities brokers and dealers (which may
include the initial purchasers), banks, trust companies, clearing corporations
and certain other organizations. Access to the Depository's book-entry system is
also available to others such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
whether directly or indirectly.
 
     The Company expects that pursuant to procedures established by the
Depository, upon the issuance of the global note, the Depository will credit, on
its book-entry registrations and transfer system, the aggregate principal amount
of Series B notes represented by such global note to the accounts of
participants exchanging
 
                                        88

<PAGE>   94
 
Series A notes. Ownership of beneficial interests in the global note will be
limited to participants or Persons that may hold interests through participants.
Ownership of beneficial interests in the global note will be shown on, and the
transfer of those ownership interests will be effected only through, records
maintained by the Depository (with respect to participants' interest) and such
participants (with respect to the owners of beneficial interests in the global
note other than participants). The laws of some jurisdictions may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to transfer or
pledge beneficial interests in the global note.
 
     So long as the Depository, or its nominee, is the Holder of the global
note, the Depository or such nominee, as the case may be, will be considered the
sole legal owner and Holder of the Series B notes for all purposes of the Series
B notes and the Indenture. Except as set forth below, you will not be entitled
to have the Series B notes represented by the global note registered in your
name, will not receive or be entitled to receive physical delivery of
certificated notes in definitive form and will not be considered to be the owner
or Holder of any Series B notes under the global note. The Company understands
that under existing industry practice, in the event an owner of a beneficial
interest in the global note desires to take any action that the Depository, as
the Holder of the global note, is entitled to take, the Depository will
authorize the participants to take such action, and that the participants will
authorize beneficial owners owning through such participants to take such action
or would otherwise act upon the instructions of beneficial owners owning through
them.
 
     The Company will make all payments on Series B notes represented by the
global note registered in the name of and held by the Depository or its nominee
to the Depository or its nominee, as the case may be, as the owner and Holder of
the global note.
 
     The Company expects that the Depository or its nominee, upon receipt of any
payment in respect of the global note, will credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the aggregate principal amount of the global note as shown on the records of the
Depository or its nominee. The Company also expects that payments by
participants to owners of beneficial interest in the global note held through
such participants will be governed by standing instructions and customary
practices and will be the responsibility of such participants. The Company will
not have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, beneficial ownership interests in the global
note for any Series B notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests or for any other aspect
of the relationship between the Depository and its participants or the
relationship between such participants and the owners of beneficial interests in
the global note owning through such participants.
 
     Although the Depository has agreed to the preceding procedures in order to
facilitate transfers of interests in the global note among participants of the
Depository, it is under no obligations to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. Neither the
Trustee nor the Company will have any responsibility for the performance by the
Depository or its participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.
 
CERTIFICATED NOTES
 
     Subject to certain conditions, the Series B notes represented by the global
note will be exchangeable for certificated notes in definitive form of like
tenor as such Series B notes if:
 
          (1) the Depository notifies the Company that it is unwilling or unable
     to continue as Depository for the global note and a successor is not
     promptly appointed or if at any time the Depository ceases to be a clearing
     agency registered under the Exchange Act; or
 
          (2) the Company in its discretion at any time determines not to have
     all of the Series B notes represented by the global note. Any Series B
     notes that are exchangeable pursuant to the preceding sentence will be
     exchanged for certificated notes issuable in authorized denominations and
     registered in such names as the Depository shall direct. Subject to the
     preceding, the global note is not exchangeable, except for a global note of
     the same aggregate denomination to be registered in the name of the
     Depository or its nominee.
 
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<PAGE>   95
 
EXCHANGE AND TRANSFERS
 
     A holder of Series B Notes may transfer or exchange Series B notes in
accordance with the Indenture. The Registrar and the Trustee may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a holder to pay any taxes and fees
required by law or permitted by the Indenture. The Company will not be required
to transfer or exchange any Series B note selected for redemption. Also, the
Company will not be required to transfer or exchange any Series B note for a
period of 15 days before a selection of Notes to be redeemed.
 
CERTAIN DEFINITIONS
 
     Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.
 
     "Acquired Indebtedness" means Indebtedness of a Person (a) existing at the
time such Person becomes a Restricted Subsidiary or (b) assumed in connection
with acquisitions of assets from such Person. Acquired Indebtedness will be
deemed to be incurred on the date the acquired Person becomes a Restricted
Subsidiary or the date of the related acquisition of assets from such Person.
 
     "Affiliate" of any specified Person means an "affiliate" of such Person, as
such term is defined for purposes of Rule 144 under the Securities Act.
 
     "Applicable Premium" means, with respect to any Note on any redemption
date, the greater of:
 
          (a) 1.0% of the principal amount of the Note and
 
          (b) the excess of (1) the present value at such redemption date of (A)
     the redemption price of the Note at August 1, 2005 (such redemption price
     being set forth in the table appearing above under the caption "-- Optional
     Redemption") plus (B) all required interest payments due on the Note during
     the period from such redemption date through August 1, 2005 (excluding
     accrued but unpaid interest), computed using a discount rate equal to the
     Treasury Rate as of such redemption date plus 50 basis points over (2) the
     principal amount of the Note, if greater.
 
     "Asset Sale" means
 
          (a) the sale, lease, conveyance or other disposition (a "disposition")
     of any assets or rights (including, without limitation, by way of a sale
     and leaseback), excluding dispositions in the ordinary course of business
     (provided that the disposition of all or substantially all of the assets of
     the Company and its Subsidiaries taken as a whole will be governed by the
     provisions of the Indenture described above under the caption
     "-- Repurchase at the Option of Holders -- Change of Control" and the
     provisions described above under the caption "-- Certain
     Covenants -- Merger, Consolidation or Sale of Assets" and not by the
     provisions of the Asset Sales covenant),
 
          (b) the issue or sale by the Company or any of its Restricted
     Subsidiaries of Equity Interests of any of the Company's Subsidiaries, and
 
          (c) any Event of Loss,
 
whether, in the case of clause (a), (b) or (c), in a single transaction or a
series of related transactions, provided that such transaction or series of
related transactions (1) involves assets or rights having a fair market value in
excess of $1 million or (2) results in the payment of net proceeds (including
insurance proceeds from an Event of Loss) in excess of $1 million.
Notwithstanding the preceding provisions of this definition, the following
transactions will be deemed not to be Asset Sales:
 
          (A) a disposition of obsolete or excess equipment or other assets;
 
          (B) a disposition of assets (including Equity Interests) by the
     Company to a Wholly Owned Restricted Subsidiary or by a Restricted
     Subsidiary to the Company or to a Wholly Owned Restricted Subsidiary;
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<PAGE>   96
 
          (C) a disposition of cash or Cash Equivalents;
 
          (D) disposition of assets (including Equity Interests) that
     constitutes a Permitted Investment or Restricted Payment that is permitted
     by the provisions of the Indenture described above under "-- Certain
     Covenants -- Restricted Payments";
 
          (E) any charter or lease of any equipment or other assets entered into
     in the ordinary course of business and with respect to which the Company or
     any Restricted Subsidiary thereof is the lessor, except any such charter or
     lease that provides for the acquisition of such assets by the lessee during
     or at the end of the term thereof for an amount that is less than the fair
     market value thereof at the time the right to acquire such assets occurs;
     and
 
          (F) any trade or exchange by the Company or any Restricted Subsidiary
     of the Company of equipment or other assets for equipment or other assets
     owned or held by another Person, provided that the fair market value of the
     assets traded or exchanged by the Company or such Restricted Subsidiary
     (together with any cash or Cash Equivalents) is reasonably equivalent to
     the fair market value of the assets (together with any cash or Cash
     Equivalents) to be received by the Company or such Restricted Subsidiary.
 
The fair market value of any non-cash proceeds of a disposition of assets and of
any assets referred to in the foregoing clause (F) of this definition shall be
determined in the manner contemplated in the definition of the term "fair market
value," the results of which determination shall be set forth in an Officers'
Certificate delivered to the Trustee.
 
     "Attributable Indebtedness" in respect of a sale-and-leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale-and-lease-back transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended). As used in the preceding sentence, the "net rental
payments" under any lease for any such period shall mean the sum of rental and
other payments required to be paid with respect to such period by the lessee
thereunder, excluding any amounts required to be paid by such lessee on account
of maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges. In the case of any lease that is terminable by the lessee upon
payment of penalty, such net rental payment shall also include the amount of
such penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.
 
     "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.
 
     "Capital Stock" means
 
          (a) in the case of a corporation, corporate stock,
 
          (b) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock,
 
          (c) in the case of a partnership or limited liability company,
     partnership or membership interests (whether general or limited) and
 
          (d) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person.
 
     "Cash Equivalents" means
 
          (a) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof
     having maturities of not more than six months from the date of acquisition,
 
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<PAGE>   97
 
          (b) certificates of deposit and Eurodollar time deposits with
     maturities of six months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding six months and overnight bank
     deposits, in each case with or issued by any commercial bank organized
     under the laws of any country that is a member of the Organization for
     Economic Cooperation and Development having capital and surplus in excess
     of $500 million and whose long-terms debt securities are rated at least A3
     by Moody's and at least A- by S&P,
 
          (c) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (a) and (b) above
     entered into with any financial institution meeting the qualifications
     specified in clause (b) above,
 
          (d) commercial paper having a rating of at least P-1 from Moody's or
     at least A-1 from S&P and in each case maturing within 270 days after the
     date of acquisition,
 
          (e) deposits available for withdrawal on demand with any commercial
     bank not meeting the qualifications specified in clause (b) above, provided
     all deposits referred to in this clause (e) are made in the ordinary course
     of business and do not exceed $2 million in the aggregate at any one time,
     and
 
          (f) money market mutual funds substantially all of the assets of which
     are of the type described in the foregoing clauses (a) through (d).
 
     "Common Stock" means the Common Stock of the Company, par value $.01 per
share.
 
     "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus, to the extent
deducted or excluded in calculating Consolidated Net Income for such period,
 
          (a) an amount equal to any extraordinary loss plus any net loss
     realized by such Person or any of its Restricted Subsidiaries in connection
     with an Asset Sale,
 
          (b) provision for taxes based on income or profits of such Person and
     its Restricted Subsidiaries,
 
          (c) Consolidated Interest Expense of such Person and its Restricted
     Subsidiaries, and
 
          (d) depreciation and amortization (including amortization of goodwill
     and other intangibles but excluding amortization of prepaid cash expenses
     that were paid in a prior period) of such Person and its Restricted
     Subsidiaries,
 
     in each case, on a consolidated basis and determined in accordance with
GAAP.
 
     "Consolidated Interest Coverage Ratio" means with respect to any Person for
any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Consolidated Interest Expense of such Person for such period;
provided, however, that the Consolidated Interest Coverage Ratio shall be
calculated giving pro forma effect to each of the following transactions as if
each such transaction had occurred at the beginning of the applicable
four-quarter reference period:
 
          (a) any incurrence, assumption, guarantee, repayment, purchase or
     redemption by such Person or any of its Restricted Subsidiaries of any
     Indebtedness (other than revolving credit borrowings) subsequent to the
     commencement of the period for which the Consolidated Interest Coverage
     Ratio is being calculated but prior to the date on which the event occurred
     for which the calculation of the Consolidated Interest Coverage Ratio is
     made (the "Calculation Date");
 
          (b) any acquisition that has been made by such Person or any of its
     Restricted Subsidiaries, or approved and expected to be consummated within
     30 days of the Calculation Date, including, in each case, through a merger
     or consolidation, and including any related financing transactions, during
     the four-quarter reference period or subsequent to such reference period
     and on or prior to the Calculation Date (in which case Consolidated Cash
     Flow for such reference period shall be calculated without giving effect to
     clause (c) of the proviso set forth in the definition of Consolidated Net
     Income);
 
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<PAGE>   98
 
          (c) any delivery to such a Person or any of its Restricted
     Subsidiaries of any newly constructed offshore supply vessel (or vessels)
     after March 31, 2001, that is (or are) subject to a Qualified Services
     Contract; and
 
          (d) any other transaction that may be given pro forma effect in
     accordance with Article 11 of Regulation S-X as in effect from time to
     time;
 
provided further, however, that (1) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded and
(2) the Consolidated Interest Expense attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Consolidated Interest Expense will not be
obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date. For purposes of clause (c) of this definition,
the amount of Consolidated Cash Flow attributable to such vessel (or vessels)
shall be calculated in good faith by a responsible financial or accounting
officer of such Person and shall include in the calculation of the Consolidated
Interest Coverage Ratio the revenues to be earned pursuant to the Qualified
Services Contract relating to such vessel (or vessels) and the estimated
expenses related thereto. Such estimated expenses shall be based on the expenses
of the most nearly comparable offshore supply vessel in such Person's fleet or,
if no such comparable vessel exists, then on the industry average for expenses
of comparable offshore supply vessels; provided, however, in determining the
estimated expenses attributable to such new vessel (or vessels), the calculation
shall give effect to the interest expense attributable to the incurrence,
assumption or guarantee of any Indebtedness relating to the construction of such
new vessel (or vessels) in accordance with clause (a) of this definition.
Notwithstanding the foregoing, in any calculation of Consolidated Interest
Coverage Ratio based on the preceding clause (c):
 
          (1) the pro forma inclusion of Consolidated Cash Flow attributable to
     such Qualified Services Contract for the four-quarter reference period
     shall be reduced by (A) the actual Consolidated Cash Flow from such
     Qualified Services Contract previously earned and accounted for in the
     actual results for the four-quarter reference period and (B) any
     Consolidated Cash Flow resulting from spot market activities prior to
     commencement of the Qualified Services Contract, and
 
          (2) if the contracted dayrate for such new vessel (or vessels) is
     subject to reduction at any time prior to one year from the commencement of
     service under such contract then the period for which such pro forma effect
     shall be given to revenues and related expenses, if any, attributable to
     such new vessel (or vessels) shall include only that number of days that is
     equal to the number of days from the commencement of services under such
     contract to the first date of such potential reduction in rate, provided,
     however, that the calculation of interest expense pursuant to the proviso
     in the immediately preceding sentence shall be on the basis of four
     quarters of interest expense.
 
     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication, of
 
          (a) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued
     (including, without limitation, amortization of original issue discount,
     non-cash interest payments, the interest component of any deferred payment
     obligations, the interest component of all payments associated with Capital
     Lease Obligations, commissions, discounts and other fees and charges
     incurred in respect of letter of credit or bankers' acceptance financings,
     and net payments (if any) pursuant to Hedging Obligations but excluding
     amortization of debt issuance costs) and
 
          (b) the consolidated interest expense of such Person and its
     Restricted Subsidiaries that was capitalized during such period.
 
     "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP,
provided that
 
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<PAGE>   99
 
          (a) the Net Income (but not loss) of any Person that is not a
     Restricted Subsidiary or that is accounted for by the equity method of
     accounting shall be included only to the extent of the amount of dividends
     or distributions paid in cash to the referent Person or a Wholly Owned
     Restricted Subsidiary thereof,
 
          (b) the Net Income of any Restricted Subsidiary shall be excluded to
     the extent that the declaration or payment of dividends or similar
     distributions by that Restricted Subsidiary of that Net Income is not at
     the date of determination permitted without any prior governmental approval
     (that has not been obtained) or, directly or indirectly, by operation of
     the terms of its charter or any agreement, instrument, judgment, decree,
     order, statute, rule or governmental regulation applicable to that
     Restricted Subsidiary or its stockholders,
 
          (c) the Net Income of any Person acquired in a pooling of interests
     transaction for any period prior to the date of such acquisition shall be
     excluded and
 
          (d) the cumulative effect of a change in accounting principles shall
     be excluded.
 
     "Consolidated Net Tangible Assets" means, with respect to any Person as of
any date, the sum of the amounts that would appear on a consolidated balance
sheet of such Person and its consolidated Restricted Subsidiaries as the total
assets of such Person and its consolidated Restricted Subsidiaries, determined
on a consolidated basis in accordance with GAAP and after deducting therefrom,
 
          (a) to the extent otherwise included, unamortized debt discount and
     expenses and other unamortized deferred charges, goodwill, patents,
     trademarks, service marks, trade names, copyrights, licenses, organization
     or development expenses and other intangible items and
 
          (b) the aggregate amount of liabilities of the Company and its
     Restricted Subsidiaries which may be properly classified as current
     liabilities (including tax accrued as estimated), determined on a
     consolidated basis in accordance with GAAP.
 
     "Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of
 
          (a) the consolidated equity of the common stockholders of such Person
     and its consolidated Restricted Subsidiaries as of such date plus
 
          (b) the respective amounts reported on such Person's balance sheet as
     of such date with respect to any series of preferred stock (other than
     Disqualified Stock) that by its terms is not entitled to the payment of
     dividends unless such dividends may be declared and paid only out of net
     earnings in respect of the year of such declaration and payment, but only
     to the extent of any cash received by such Person upon issuance of such
     preferred stock, less
 
             (1) all write-ups (other than write-ups resulting from foreign
        currency translations and write-ups of tangible assets of a going
        concern business made within 12 months after the acquisition of such
        business) subsequent to the Issue Date in the book value of any asset
        owned by such Person or a consolidated Restricted Subsidiary of such
        Person,
 
             (2) all investments as of such date in unconsolidated Subsidiaries
        and in Persons that are not Restricted Subsidiaries and
 
             (3) all unamortized debt discount and expense and unamortized
        deferred charges as of such date, in each case determined in accordance
        with GAAP.
 
     "Credit Facility" means that certain Credit Agreement to be entered into by
and among the Company, its Subsidiaries named therein, Hibernia National Bank
and the other banks named therein, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, in each case as amended, restated, modified, supplemented, extended,
renewed, replaced, refinanced or restructured from time to time, whether by the
same or any other agent or agents, lender or group of lenders, whether
represented by one or more agreements and whether one or more Subsidiaries are
added or removed as borrowers or guarantors thereunder or as parties thereto.
 
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<PAGE>   100
 
     "Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.
 
     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures (excluding any
maturity as a result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature or are
redeemed or retired in full; provided, however, that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof (or of
any security into which it is convertible or for which it is exchangeable) have
the right to require the issuer to repurchase such Capital Stock (or such
security into which it is convertible or for which it is exchangeable) upon the
occurrence of any of the events constituting an Asset Sale or a Change of
Control shall not constitute Disqualified Stock if such Capital Stock (and all
such securities into which it is convertible or for which it is exchangeable)
provides that the issuer thereof will not repurchase or redeem any such Capital
Stock (or any such security into which it is convertible or for which it is
exchangeable) pursuant to such provisions prior to compliance by the Company
with the provisions of the Indenture described under the caption "Repurchase at
the Option of Holders -- Change of Control" or "Repurchase at the Option of
Holders -- Asset Sales," as the case may be.
 
     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).
 
     "Event of Loss" means, with respect to any asset of the Company or any
Restricted Subsidiary,
 
          (a) any damage to such asset that results in an insurance settlement
     with respect thereto on the basis of a total loss or a constructive or
     compromised total loss or
 
          (b) the confiscation, condemnation or requisition of title to such
     asset by any government or instrumentality or agency thereof.
 
     "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Facility) in
existence on the Issue Date, until such amounts are repaid, but shall not
include any Indebtedness that is repaid with the proceeds of the Offered Notes.
 
     The term "fair market value" means, with respect to any asset or
Investment, the fair market value of such asset or Investment at the time of the
event requiring such determination, as determined in good faith by the Board of
Directors of the Company, or, with respect to any asset or Investment in excess
of $10 million (other than cash or Cash Equivalents), as determined by a
reputable appraisal firm that is, in the judgment of the disinterested members
of such Board of Directors, qualified to perform the task for which such firm
has been engaged and independent with respect to the Company.
 
     "Funded Indebtedness" means any Indebtedness for money borrowed that by its
terms matures at, or is extendable or renewable at the option of the obligor to,
a date more than 12 months after the date of the incurrence of such
Indebtedness.
 
     "GAAP" means generally accepted accounting principles in the United States,
which are in effect from time to time.
 
     "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under
 
          (a) interest rate swap agreements, interest rate cap agreements and
     interest rate collar agreements,
 
          (b) other agreements or arrangements designed to protect such Person
     against fluctuations in interest rates and
 
          (c) any foreign currency futures contract, option or similar agreement
     or arrangement designed to protect such Person against fluctuations in
     foreign currency rates,
 
in each case to the extent such obligations are incurred in the ordinary course
of business of such Person and not for speculative purposes.
                                        95

<PAGE>   101
 
     "Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of (1) borrowed money including,
without limitation, any guarantee thereof, or (2) evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or banker's acceptances or representing Capital
Lease Obligations or the deferred and unpaid purchase price of any property, or
representing any Hedging Obligations, if and to the extent any of the preceding
indebtedness (other than letters of credit and Hedging Obligations) would appear
as a liability upon a balance sheet of such Person prepared in accordance with
GAAP, provided, however, that any accrued expense or trade payable of such
Person shall not constitute Indebtedness. The amount of any Indebtedness
outstanding as of any date shall be
 
          (a) the accreted value thereof, in the case of any Indebtedness that
     does not require current payments of interest, and
 
          (b) the principal amount thereof, in the case of any other
     Indebtedness (with letters of credit being deemed to have a principal
     amount equal to the maximum potential liability of such Person and its
     Restricted Subsidiaries thereunder).
 
     "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees by the referent Person of, and Liens on any
assets of the referent Person securing, Indebtedness or other obligations of
other Persons), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP; provided, however, that the following shall not constitute Investments:
 
          (a) extensions of trade credit or other advances to customers on
     commercially reasonable terms in accordance with normal trade practices or
     otherwise in the ordinary course of business,
 
          (b) Hedging Obligations and
 
          (c) endorsements of negotiable instruments and documents in the
     ordinary course of business.
 
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of the covenant described above under the
caption "-- Certain Covenants -- Restricted Payments."
 
     "Issue Date" means the first date on which the Notes are issued under the
Indenture.
 
     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other
than a precautionary financing statement respecting a lease not intended as a
security agreement) or any assignment (or agreement to assign) any right to
income or profits from any asset by way of security.
 
     "Merger" includes a compulsory share exchange, a conversion of a
corporation into another business entity and any other transaction having
effects substantially similar to a merger under the General Corporation Law of
the State of Delaware.
 
     "Moody's" means Moody's Investors Service, Inc. or any successor to its
rating agency business.
 
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<PAGE>   102
 
     "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however,
 
          (a) any gain (but not loss), together with any related provision for
     taxes on such gain (but not loss), realized in connection with
 
             (1) any Asset Sale (including, without limitation, dispositions
        pursuant to sale-and-leaseback transactions) or
 
             (2) the disposition of any securities by such Person or any of its
        Restricted Subsidiaries or the extinguishment of any Indebtedness of
        such Person or any of its Restricted Subsidiaries and
 
          (b) any extraordinary or nonrecurring gain (but not loss), together
     with any related provision for taxes on such extraordinary or nonrecurring
     gain (but not loss).
 
     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (without duplication)
 
          (a) the direct costs relating to such Asset Sale (including, without
     limitation, legal, accounting and investment banking fees, sales
     commissions, recording fees, title transfer fees, title insurance premiums,
     appraiser fees and costs incurred in connection with preparing such asset
     for sale) and any relocation expenses incurred as a result thereof,
 
          (b) taxes paid or estimated to be payable as a result thereof (after
     taking into account any available tax credits or deductions and any tax
     sharing arrangements),
 
          (c) amounts required to be applied to the repayment of Indebtedness
     (other than under the Credit Facility) secured by a Lien on the assets that
     were the subject of such Asset Sale and
 
          (d) any reserve established in accordance with GAAP or any amount
     placed in escrow, in either case for adjustment in respect of the sale
     price of such assets, until such time as such reserve is reversed or such
     escrow arrangement is terminated, in which case Net Proceeds shall include
     only the amount of the reserve so reversed or the amount returned to the
     Company or its Restricted Subsidiaries from such escrow arrangement, as the
     case may be.
 
     "Non-Recourse Debt" means Indebtedness
 
          (a) as to which neither the Company nor any of its Restricted
     Subsidiaries
 
             (1) provides credit support of any kind (including any undertaking,
        agreement or instrument that would constitute Indebtedness) or is
        otherwise directly or indirectly liable (as a guarantor or otherwise) or
 
             (2) constitutes the lender,
 
          (b) no default with respect to which (including any rights the holders
     thereof may have to take enforcement action against an Unrestricted
     Subsidiary) would permit (upon notice, lapse of time or both) the holders
     of Indebtedness of the Company or any of its Restricted Subsidiaries to
     declare a default on such Indebtedness or cause the payment thereof to be
     accelerated or payable prior to its stated maturity and
 
          (c) as to which the lenders have been notified in writing that they
     will not have any recourse to the stock or assets of the Company or any of
     its Restricted Subsidiaries.
 
     "Pari Passu Indebtedness" means, with respect to any Net Proceeds from
Asset Sales, Indebtedness of the Company or any of its Restricted Subsidiaries
the terms of which require the Company or such Restricted Subsidiary to apply
such Net Proceeds to offer to repurchase such Indebtedness.
 
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<PAGE>   103
 
     "Permitted Investments" means
 
          (a) any Investment in the Company (including, without limitation, any
     acquisition of the Notes) or in a Wholly Owned Restricted Subsidiary of the
     Company, other than any Investment described in clause (a) of the
     definition of "Restricted Payments,"
 
          (b) any Investment in Cash Equivalents,
 
          (c) any Investment by the Company or any Restricted Subsidiary of the
     Company in a Person if as a result of such Investment
 
             (1) such Person becomes a Wholly Owned Restricted Subsidiary of the
        Company or
 
             (2) such Person is merged or consolidated with or into, or
        transfers or conveys all or substantially all of its assets to, or is
        liquidated into, the Company or a Wholly Owned Restricted Subsidiary of
        the Company,
 
          (d) any Investment made as a result of the receipt of non-cash
     consideration from
 
             (1) an Asset Sale that was made pursuant to and in compliance with
        the covenant described above under the caption "-- Repurchase at the
        Option of Holders -- Asset Sales" or
 
             (2) a disposition of assets that does not constitute an Asset Sale,
 
          (e) Investments in a Person engaged principally in the business of
     providing marine transportation services or other businesses reasonably
     complementary or related thereto as determined in good faith by the Board
     of Directors, provided that the aggregate amount of all such Investments at
     any one time outstanding pursuant to this clause (e) in Persons that are
     not Restricted Subsidiaries of the Company shall not exceed the greater of
 
             (1) $10 million and
 
             (2) 5% of Consolidated Net Tangible Assets determined as of the end
        of the Company's most recently computed fiscal quarter for which
        internal financial statements are available, and
 
          (f) Investments in stock, obligations or securities received in
     settlement of any debts owing to the Company or any Restricted Subsidiary
     of the Company as a result of bankruptcy or insolvency proceedings or upon
     the foreclosure, perfection or enforcement of any Lien in favor of the
     Company or any Restricted Subsidiary of the Company, in each case as to any
     debt owing to the Company or any Restricted Subsidiary of the Company, that
     arose in the ordinary course of business of the Company or any such
     Restricted Subsidiary.
 
     "Permitted Liens" means
 
          (a) Liens securing Indebtedness incurred pursuant to clause (a) of the
     second paragraph of the covenant entitled "-- Incurrence of Indebtedness
     and Issuance of Preferred Stock",
 
          (b) Liens in favor of the Company and its Restricted Subsidiaries,
 
          (c) Liens on property of a Person existing at the time such Person is
     merged into or consolidated with the Company or any Restricted Subsidiary
     of the Company, provided that such Liens were in existence prior to its
     contemplation of such merger or consolidation and do not extend to any
     property other than those of the Person merged into or consolidated with
     the Company or any of its Restricted Subsidiaries,
 
          (d) Liens on property existing at the time of acquisition thereof by
     the Company or any Restricted Subsidiary of the Company, provided that such
     Liens were in existence prior to its contemplation of such acquisition and
     do not extend to any other property of the Company or any of its Restricted
     Subsidiaries,
 
          (e) Liens securing the performance of tenders, bids, statutory
     obligations, surety, appeal, return-of-money or performance bonds,
     government contracts, insurance obligations or other obligations of a like
     nature incurred in the ordinary course of business,
                                        98

<PAGE>   104
 
          (f) Liens securing Hedging Obligations,
 
          (g) Liens existing on the Issue Date,
 
          (h) Liens securing Non-Recourse Debt,
 
          (i) any interest or title of a lessor under a Capital Lease Obligation
     or an operating lease,
 
          (j) Liens arising by reason of deposits necessary to obtain standby
     letters of credit in the ordinary course of business,
 
          (k) Liens on real or personal property or assets of the Company or a
     Restricted Subsidiary of the Company thereof to secure Indebtedness
     incurred for the purpose of
 
             (1) financing all or any part of the purchase price of such
        property or assets incurred prior to, at the time of, or within 120 days
        after, completion of the acquisition of such property or assets or
 
             (2) financing all or any part of the cost of construction or
        improvement of any such property or assets,
 
provided that the amount of any such financing shall not exceed the amount
expended in the acquisition of, or the construction or improvement of, such
property or assets and such Liens shall not extend to any other property or
assets of the Company or a Restricted Subsidiary of the Company (other than any
associated accounts, contracts and insurance proceeds),
 
          (l) Liens securing Permitted Refinancing Indebtedness with respect to
     any Indebtedness referred to in clauses (c), (d), (g) and (k) above and in
     this clause (l),
 
          (m) Liens securing Indebtedness of the Company or any Restricted
     Subsidiary of the Company that does not exceed $10 million at any one time
     outstanding,
 
          (n) Liens on assets of the Company or any Restricted Subsidiary of the
     Company that were substituted or exchanged as collateral for other assets
     of the Company or any Restricted Subsidiary of the Company that are
     referred to in any of the preceding clauses (c), (d) and (k) of this
     definition, provided that the fair market value of the substituted or
     exchanged assets substantially approximates, at the time of the
     substitution or exchange, the fair market value of the other assets so
     referred to,
 
          (o) judgment Liens not giving rise to an Event of Default so long as
     any appropriate legal proceeding that may have been duly initiated for the
     review of such judgment has not been finally terminated or the period
     within which such proceeding may be initiated has not expired,
 
          (p) rights of banks to set off deposits against Indebtedness owed to
     said banks,
 
          (q) Liens upon specific items of inventory or other goods and proceeds
     of the Company or its Restricted Subsidiaries securing the Company's or any
     such Restricted Subsidiary's obligations in respect of bankers' acceptances
     issued or created for the account of any such Person to facilitate the
     purchase, shipment or storage of such inventory or other goods in the
     ordinary course of business, and
 
          (r) legal or equitable Liens deemed to exist by reason of negative
     pledge covenants and other covenants or undertakings of a like nature.
 
     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided, however, that
 
          (a) the principal amount of such Permitted Refinancing Indebtedness
     does not exceed the principal amount of, plus premium, if any, and accrued
     interest on, the Indebtedness so extended, refinanced, renewed, replaced,
     defeased or refunded (plus the amount of reasonable expenses incurred in
     connection therewith),
 
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<PAGE>   105
 
          (b) such Permitted Refinancing Indebtedness has a final maturity date
     no earlier than the final maturity date of, and has a Weighted Average Life
     to Maturity equal to or greater than the Weighted Average Life to Maturity
     of, the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded,
 
          (c) if the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded is subordinated in right of payment to the Notes or
     the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is
     subordinated in right of payment to the Notes or the Subsidiary Guarantees,
     as the case may be, on terms at least as favorable, taken as a whole, to
     the holders of Notes as those contained in the documentation governing the
     Indebtedness being extended, refinanced, renewed, replaced, defeased or
     refunded and
 
          (d) such Indebtedness is incurred either by the Company or by the
     Restricted Subsidiary that is the obligor on the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded;
 
provided, however, that a Restricted Subsidiary may guarantee Permitted
Refinancing Indebtedness incurred by the Company, whether or not such Restricted
Subsidiary was an obligor or guarantor of the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; provided further, however,
that if such Permitted Refinancing Indebtedness is subordinated to the Notes,
such guarantee shall be subordinated to such Restricted Subsidiary's Subsidiary
Guarantee to at least the same extent.
 
     "Productive Assets" means Vessels or other assets (other than assets that
would be classified as current assets in accordance with GAAP) of the kind used
or usable by the Company or its Restricted Subsidiaries in the business of
providing marine transportation services (or any other business that is
reasonably complementary or related thereto as determined in good faith by the
Board of Directors).
 
     "Qualified Equity Offering" means
 
          (a) any sale of Equity Interests (other than Disqualified Stock) of
     the Company for cash pursuant to an underwritten offering registered under
     the Securities Act or
 
          (b) any other sale of Equity Interests (other than Disqualified Stock)
     of the Company for cash,
 
in each case so long as such sale does not result in a Change of Control.
 
     "Qualified Services Contract" means, with respect to any newly constructed
offshore supply vessel delivered to the Company or any of its Restricted
Subsidiaries, a contract that the Board of Directors of the Company, acting in
good faith, designates as a "Qualified Services Contract" pursuant to a
resolution of the Board of Directors, which contract:
 
          (a) is between the Company or one of its Restricted Subsidiaries, on
     the one hand, and (1) a Person or a Subsidiary of a Person with a rating of
     either a BBB- or higher from S&P or Baa3 or higher from Moody's, or if such
     ratings are not available, then a similar investment grade rating from
     another nationally recognized statistical rating agency or (2) any other
     Person provided such contract is supported by letters of credit,
     performance bonds or guarantees, from an entity that has an investment
     grade rating, for the full amount of the remaining contracted payments over
     the contract term;
 
          (b) provides for services to be performed by the Company or one of its
     Restricted Subsidiaries involving the use of such vessel or a charter
     (bareboat or otherwise) of such vessel by the Company or one of its
     Restricted Subsidiaries, in either case for a minimum period of at least
     one year;
 
          (c) provides for a fixed dayrate for such vessel; and
 
          (d) provides for commencement of the payments of the dayrate referred
     to in clause (c) of this definition within 60 days of the date the Company
     or one of its Restricted Subsidiaries has entered into the contract.
 
     "Restricted Investment" means an Investment other than a Permitted
Investment.
 
                                       100

<PAGE>   106
 
     "Restricted Subsidiary" of a Person means any Subsidiary of such Person
that is not an Unrestricted Subsidiary.
 
     "S&P" means Standard & Poors Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to its rating agency business.
 
     "Significant Subsidiary" means
 
          (a) any Restricted Subsidiary of the Company that would be a
     "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation
     S-X, promulgated pursuant to the Securities Act, as such Regulation is in
     effect on the Issue Date,
 
          (b) any other Restricted Subsidiary of the Company that (1) represents
     more than 5% of the Consolidated Net Tangible Assets of the Company, based
     upon the most recent internal financial statements of the Company, and (2)
     provides a guarantee under the Credit Facility or incurs any Funded
     Indebtedness and
 
          (c) their respective successors and assigns.
 
     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.
 
     "Subordinated Notes" means any debt securities of the Company issued either
in satisfaction of the Company's payment obligations under the Trutta/JEDI
Warrants or in lieu of cash interest payments on outstanding Subordinated Notes,
provided that all such Subordinated Notes
 
          (a) have a final maturity date at least one year following the final
     maturity date of the Notes,
 
          (b) are subordinated in right of payment to all senior indebtedness of
     the Company, including the Notes,
 
          (c) provide for quarterly payments of interest at a rate per annum not
     in excess of 30-day LIBOR plus 5%,
 
          (d) provide for quarterly installments of principal equal to 1/44th of
     the aggregate principal amount of the Subordinated Notes (plus any
     previously deferred quarterly principal payments), provided that any such
     quarterly principal payment (including previously deferred amounts) will be
     deferred to the succeeding quarter (or quarters) to the extent such
     payment, and after giving pro forma effect thereto, would cause or result
     in a violation of the Indenture (including, without limitation, the
     "Restricted Payments" covenant) or the terms of any other indebtedness of
     the Company, and
 
          (e) do not obligate the Company to make any interest payment in cash
     except to the extent that the Company would, at the time of such payment
     and after giving pro forma effect thereto as if such payment had been made
     at the beginning of the applicable four-quarter period, have been permitted
     to incur at least $1.00 of additional Indebtedness pursuant to the
     Consolidated Interest Coverage Ratio test set forth in the first paragraph
     of the covenant described under the caption "-- Incurrence of Indebtedness
     and Issuance of Preferred Stock."
 
     "Subsidiary" means, with respect to any Person,
 
          (a) any corporation, association or other business entity of which
     more than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors, managers or trustees thereof is at the time owned or
     controlled, directly or indirectly, by such Person or one or more of the
     other Subsidiaries of that Person (or a combination thereof),
 
                                       101

<PAGE>   107
 
          (b) any partnership (1) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (2) the only general partners of which are such Person or of one or more
     Subsidiaries of such Person (or any combination thereof) and
 
          (c) any other Person whose results for financial reporting purposes
     are consolidated with those of such Person in accordance with GAAP.
 
     "Treasury Rate" means, as of any redemption date in respect to the Notes,
the yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15(519) that has become publicly
available at least two business days prior to the redemption date, or if such
Statistical Release is no longer published, any publicly available source of
similar market data) most nearly equal to the period from the redemption date to
August 1, 2005; provided, however, that if the period from the redemption date
to August 1, 2005 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one
year shall be used.
 
     "Trutta/JEDI Warrants" means, collectively, the warrants to purchase
5,250,000 shares of Common Stock that are exercisable and warrants to purchase
702,380 shares of Common Stock that are not presently exercisable each held by
ECTMI Trutta Holdings L.P. and warrants to purchase 5,250,000 shares of Common
Stock that are exercisable and warrants to purchase 702,381 shares of Common
Stock that are not presently exercisable each held by Joint Energy Development
Investments II Limited Partnership, as such warrants are in effect on the Issue
Date.
 
     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution and any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors may designate a Subsidiary as an Unrestricted Subsidiary only to the
extent that such Subsidiary at the time of such designation
 
          (a) has no Indebtedness other than Non-Recourse Debt,
 
          (b) is not party to any agreement, contract, arrangement or
     understanding with the Company or any Restricted Subsidiary of the Company
     unless such agreement, contract, arrangement or understanding does not
     violate the terms of the Indenture described under the caption "-- Certain
     Covenants -- Transactions with Affiliates," and
 
          (c) is a Person with respect to which neither the Company nor any of
     its Restricted Subsidiaries has any direct or indirect obligation
 
             (1) to subscribe for additional Equity Interests or
 
             (2) to maintain or preserve such Person's financial condition or to
        cause such Person to achieve any specified levels of operating results.
 
Any such designation by the Board of Directors shall be evidenced to the Trustee
by filing with the Trustee a certified copy of the Board Resolution giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the preceding conditions and was permitted by the
covenant described above under the caption "-- Certain Covenants -- Restricted
Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of the Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under the covenant described under the
caption "-- Incurrence of Indebtedness and Issuance of Preferred Stock," the
Company shall be in default of such covenant). The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary, provided that such designation shall be deemed to be an incurrence
of
 
                                       102

<PAGE>   108
 
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if:
 
          (A) such Indebtedness is permitted under the covenant described under
     the caption "-- Incurrence of Indebtedness and Issuance of Preferred
     Stock," calculated on a pro forma basis as if such designation had occurred
     at the beginning of the four-quarter reference period, and
 
          (B) no Default or Event of Default would be in existence following
     such designation.
 
     "Voting Stock" of a Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of
directors, managers or trustees of such Person.
 
     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing
 
          (a) the sum of the products obtained by multiplying
 
             (1) the amount of each then remaining installment, sinking fund,
        serial maturity or other required payments of principal, including
        payment at final maturity, in respect thereof, by
 
             (2) the number of years (calculated to the nearest one twelfth)
        that will elapse between such date and the making of such payment, by
 
          (b) the then outstanding principal amount of such Indebtedness.
 
     "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person to the extent that
 
          (a) all of the outstanding Capital Stock of which (other than
     directors' qualifying shares and Capital Stock held by other statutorily
     required minority shareholders) shall at the time be owned directly or
     indirectly by such Person or
 
          (b) such Restricted Subsidiary is organized in a foreign jurisdiction
     and is required by the applicable laws and regulations of such foreign
     jurisdiction to be partially owned by the government of such foreign
     jurisdiction or individual or corporate citizens of such foreign
     jurisdiction in order for such Restricted Subsidiary to transact business
     in such foreign jurisdiction,
 
provided that such Person, directly or indirectly, owns the remaining Capital
Stock in such Restricted Subsidiary and, by contract or otherwise, controls the
management and business of such Restricted Subsidiary to substantially the same
extent as if such Restricted Subsidiary were a wholly owned Restricted
Subsidiary.
 
                                       103

<PAGE>   109
 
                 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
 
     The following summary describes the material United States federal income
tax consequences of the exchange offer and the ownership and disposition of
Series B notes as of the date of this prospectus. Except where noted, it deals
only with the holders of Series B notes who are the initial holders of the
Series A notes who acquired such Series A notes as part of the initial
distributions of such notes at their issue price and does not deal with special
situations, such as those of dealers in securities or currencies, financial
institutions, tax-exempt entities, insurance companies, persons who hold the
notes through partnerships or other pass-through entities, persons holding notes
as a part of a hedging, integrated, conversion, or constructive sale transaction
or a straddle, traders in securities that elect to use a mark-to-market method
of accounting for their securities holdings, persons liable for alternative
minimum tax or holders of notes whose "functional currency" is not the U.S.
dollar. Furthermore, the discussion below is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), and regulations, rulings
and judicial decisions thereunder as of the date hereof, and such authorities
may be repealed, revoked or modified so as to result in United States federal
income tax consequences different from those discussed below. Persons
considering participating in the exchange offer or the ownership or disposition
of notes should consult their own tax advisors concerning the United States
federal income tax consequences in light of their particular situations as well
as any consequences arising under the laws of any other taxing jurisdiction.
 
     As used herein, a "U.S. Holder" means a beneficial owner of a note who
purchased such note pursuant to private placement of the Series A notes that is
(i) a citizen or resident of the United States, (ii) a corporation, or other
entity taxable as a corporation for U.S. federal income tax purposes, that was
created or organized in or under the laws of the United States or any political
subdivision thereof, (iii) an estate the income of which is subject to United
States federal income taxation regardless of its source or (iv) a trust (X) that
is subject to the supervision of a court within the United States and the
control of one or more United States persons as described in section 7701(a)(30)
of the Code or (Y) that has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person. A "Non-U.S.
Holder" is a beneficial owner of a note who purchased such note pursuant to
private placement of the Series A notes that is not a U.S. Holder. If a
partnership holds our notes, the tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. If
you are a partner of a partnership holding our notes, you should consult your
tax advisors.
 
     YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCES TO YOU OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE NOTES,
INCLUDING THE EFFECT AND APPLICABILITY OF STATE, LOCAL OR FOREIGN TAX LAWS.
 
THE EXCHANGE OFFER
 
     We believe that the exchange of Series A notes for Series B notes should
not be an exchange or otherwise a taxable event to a holder for United States
federal income tax purposes. Accordingly, a holder should have the same adjusted
issue price, adjusted basis and holding period in the Series B notes as it had
in the Series A notes immediately before the exchange.
 
PAYMENTS OF INTEREST
 
     Stated interest on a Series B note will continue to be taxable to a U.S.
Holder as ordinary income at the time it is paid or accrued in accordance with
the U.S. Holder's method of accounting for tax purposes in the same manner
applicable to the Series A notes.
 
ORIGINAL ISSUE DISCOUNT ON THE NOTES
 
     The Series A notes were issued at a discount from their principal amount at
maturity. For U.S. federal income tax purposes, the excess of the principal
amount of a note over its issue price constitutes original issue discount
("OID"). Since the Series A notes were subject to OID rules, the Series B notes
will also be subject to OID rules and, as a holder of a Series B note, you will
continue to be required to include OID in income as it accrues, in accordance
with a constant yield method, before receipt of the cash attributable to such
income,
                                       104

<PAGE>   110
 
regardless of your regular method of accounting for U.S. federal income tax
purposes. Under these rules, you will have to continue to include in gross
income increasingly greater amounts of OID in each successive accrual period.
Your original tax basis for determining gain or loss on the sale or other
disposition of a Series B note will be increased by any accrued OID included in
your gross income.
 
     For the taxable year in which you acquired the Series A notes, you may
elect, subject to certain limitations, to include all interest that accrues on
any Series B note you receive in the exchange offer in gross income on a
constant yield basis. For purposes of this election, interest includes stated
interest and OID. When applying the constant yield method to a Series B note for
which this election has been made, the issue price of the Series B note will
equal your basis in the Series B note immediately after its acquisition and the
issue date of the Series B note will be the date of its acquisition by you. This
election generally will apply only to the Series B note with respect to which it
is made and may not be revoked without IRS consent. If this election was made
with respect to your Series A note, then any Series B notes you receive in the
exchange offer will be subject to such previously made election.
 
     We do not intend to treat the possibility of an optional redemption or
repurchase of the Series B notes as affecting the determination of the yield to
maturity of the Series B notes or giving rise to any additional accrual of OID
or recognition of ordinary income upon redemption, sale or exchange of the
Series B notes.
 
SALE, EXCHANGE AND RETIREMENT OF SERIES B NOTES
 
     A U.S. Holder's tax basis in a Series B note will, in general, be the U.S.
Holder's cost for the original Series A notes, reduced by any cash payments on
such holder's Series A notes or Series B notes other than qualified stated
interest. Upon the sale, exchange, retirement or other disposition of a Series B
note, a U.S. Holder will recognize gain or loss equal to the difference between
the amount realized upon the sale, exchange, retirement or other disposition
(less any accrued qualified stated interest, which will be taxable as such) and
the adjusted tax basis of the Series B note. Such gain or loss will be capital
gain or loss.
 
NON-U.S. HOLDERS
 
     Under present United States federal income and estate tax law, and subject
to the discussion below concerning backup withholding:
 
          (a) no withholding of United States federal income tax will be
     required with respect to the payment by us or any paying agent of principal
     or interest on a Series B note owned by a Non-U.S. Holder, provided (i)
     that the beneficial owner does not actually or constructively own 10% or
     more of the total combined voting power of all classes of our stock
     entitled to vote within the meaning of section 871(h)(3) of the Code and
     the regulations thereunder, (ii) the beneficial owner is not a controlled
     foreign corporation that is related to us through stock ownership, (iii)
     the beneficial owner is not a bank whose receipt of interest on a note is
     described in section 881(c)(3)(A) of the Code, and (iv) the beneficial
     owner satisfies the statement requirement (described generally below) set
     forth in section 871(h) and section 881(c) of the Code and the regulations
     thereunder;
 
          (b) no withholding of United States federal income tax will be
     required with respect to any gain or income realized by a Non-U.S. Holder
     upon the sale, exchange, retirement or other disposition of a Series B
     note; and
 
          (c) a Series B note beneficially owned by an individual who at the
     time of death is a Non-U.S. Holder will not be subject to United States
     federal estate tax as a result of such individual's death, provided that
     such individual does not actually or constructively own 10% or more of the
     total combined voting power of all classes of our stock entitled to vote
     within the meaning of section 871(h)(3) of the Code and provided that the
     interest payments with respect to such Series B note would not have been,
     if received at the time of such individual's death, effectively connected
     with the conduct of a United States trade or business by such individual.
 
          (d) To satisfy the requirement referred to in (a)(iv) above, the
     beneficial owner of such Series B note, (1) must provide his name and
     address on an IRS Form W-8BEN (or successor form), and certify,
                                       105

<PAGE>   111
 
     under penalties of perjury, that he is not a United States person, or (2)
     if he holds the note through certain foreign intermediaries or certain
     foreign partnerships, he satisfies the certification requirements of
     applicable United States Treasury regulations. Special certification rules
     apply to certain Non-U.S. Holders that are entities rather than
     individuals.
 
     If a Non-U.S. Holder cannot satisfy the requirements of the "portfolio
interest" exception described in (a) above, payments of interest made to such
Non-U.S. Holder will be subject to a 30% withholding tax unless the beneficial
owner of the Series B note provides us or our paying agent, as the case may be,
with a properly executed (1) IRS Form W-8BEN claiming an exemption from or
reduction in withholding under the benefit of a tax treaty or (2) IRS Form
W-8ECI stating that interest paid on the Series B note is not subject to
withholding tax because it is effectively connected with the beneficial owner's
conduct of a trade or business in the United States. Alternative documentation
may be applicable in certain situations.
 
     If a Non-U.S. Holder is engaged in a trade or business in the United States
and interest on the Series B note is effectively connected with the conduct of
such trade or business, the Non-U.S. Holder, although exempt from the
withholding tax discussed above, will be subject to United States federal income
tax on such interest on a net income basis in the same manner as if it were a
U.S. Holder. In addition, if such holder is a foreign corporation, it may be
subject to a branch profits tax equal to 30% (or lesser rate under an applicable
tax treaty) of its effectively connected earnings and profits for the taxable
year, subject to adjustments. For this purpose, interest on a Series B note will
be included in such foreign corporation's earnings and profits.
 
     Any gain or income realized upon the sale, exchange, retirement or other
disposition of a Series B note generally will not be subject to United States
federal income tax unless (i) such gain or income is effectively connected with
a trade or business in the United States of the Non-U.S. Holder, or (ii) in the
case of a Non-U.S. Holder who is an individual, such individual is present in
the United States for 183 days or more in the taxable year of such sale,
exchange, retirement or other disposition, and certain other conditions are met.
 
     Special Rules may apply to certain Non-U.S. Holders, such as "controlled
foreign corporations," "passive foreign investment companies" and "foreign
personal holding companies," that are subject to special treatment under the
Code. Such entities should consult their own tax advisors to determine the U.S.
federal, state, local and other tax consequences that may be relevant to them.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING
 
     U.S. Holders.  Information reporting will apply to payments of principal
and interest (including the amount of OID accrued) made by us on, or the
proceeds of the sale or other disposition of, the Series B notes with respect to
certain noncorporate U.S. Holders, and backup withholding may apply unless the
recipient of such payment provides the appropriate intermediary with a taxpayer
identification number, certified under penalties of perjury, as well as certain
other information or otherwise establishes an exemption from backup withholding.
Any amount withheld under the backup withholding rules is allowable as a credit
against the U.S. Holder's federal income tax, provided the required information
is provided to the IRS.
 
     Non-U.S. Holders.  Backup withholding and information reporting will not
apply to payments of principal and interest on the Series B notes to a Non-U.S.
Holder if he has certified or certifies as to his Non-U.S. Holder status under
penalties of perjury or otherwise qualifies for an exemption (provided that
neither our company nor its agent knows or has reason to know that he is a U.S.
person or that the conditions of any other exemptions are not in fact
satisfied).
 
     The payment of the proceeds of the disposition of Series B notes to or
through the U.S. office of a U.S. or foreign broker will be subject to
information reporting and backup withholding unless the Non-U.S. Holder provides
the certification described above or otherwise qualifies for an exemption. The
proceeds of a disposition effected outside the United States by a Non-U.S.
Holder to or through a foreign office of a broker generally will not be subject
to backup withholding or information reporting. However, if such broker is a
U.S. person, a controlled foreign corporation for U.S. tax purposes, a foreign
person 50% or more of whose gross income from all sources for certain periods is
effectively connected with a trade or business in the United States, or a
foreign partnership that is engaged in the conduct of a trade or business in the
United States or
 
                                       106

<PAGE>   112
 
that has one or more partners that are U.S. persons who in the aggregate hold
more than 50 percent of the income or capital interests in the partnership,
information reporting requirements will apply unless such broker has documentary
evidence in its files of the holder's non-U.S. status and has no actual
knowledge or reason to know to the contrary or unless the holder otherwise
qualifies for an exemption. Any amount withheld under the backup withholding
rules will be refunded or is allowable as a credit against the Non-U.S. Holder's
federal income tax liability, if any, provided the required information or
appropriate claim for refund is provided to the IRS.
 
                                       107

<PAGE>   113
 
                              PLAN OF DISTRIBUTION
 
     Based on interpretations by the staff of the Securities and Exchange
Commission in no action letters issued to third parties, we believe that you may
transfer Series B notes issued under the exchange offer in exchange for the
Series A notes if:
 
     - you acquire the Series B notes in the ordinary course of your business;
       and
 
     - you are not engaged in, do not intend to engage in and have no
       arrangement or understanding with any person to participate in a
       distribution of such Series B notes.
 
     You may not participate in the exchange offer if you are:
 
     - our "affiliate" within the meaning of Rule 405 under the Securities Act
       of 1933; or
 
     - a broker-dealer that acquired outstanding notes directly from us.
 
     Each broker-dealer that receives Series B notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Series B notes. To date, the
staff of the Commission has taken the position that broker-dealers may fulfill
their prospectus delivery requirements with respect to transactions involving an
exchange of securities such as this exchange offer, other than a resale of an
unsold allotment from the original sale of the Series A notes, with the
prospectus contained in this registration statement. This prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Series B notes received in exchange for Series A
notes where such Series A notes were acquired as a result of market-making
activities or other trading activities. We have agreed that, for a period of up
to 180 days after the effective date of this registration statement, we will
make this prospectus, as amended or supplemented, available to any broker-dealer
for use in connection with any such resale. In addition, until such date, all
dealers effecting transactions in new notes may be required to deliver a
prospectus.
 
     If you wish to exchange Series B notes for your Series A notes in the
exchange offer, you will be required to make representations to us as described
in "Exchange Offer -- Purpose and Effect of the Exchange Offer" and
"-- Procedures for Tendering -- Your Representations to Us" in this prospectus
and in the letter of transmittal. In addition, if you are a broker-dealer who
receives Series B notes for your own account in exchange for Series A notes that
were acquired by you as a result of market-making activities or other trading
activities, you will be required to acknowledge that you will deliver a
prospectus in connection with any resale by you of such Series B notes.
 
     We will not receive any proceeds from any sale of Series B notes by
broker-dealers. Series B notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market:
 
     - in negotiated transactions;
 
     - through the writing of options on the new notes or a combination of such
       methods of resale;
 
     - at market prices prevailing at the time of resale; and
 
     - at prices related to such prevailing market prices or negotiated prices.
 
Any such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer or the purchasers of any such Series B notes. Any
broker-dealer that resells Series B notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such Series B notes may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933. The letter of
transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act of 1933.
 
                                       108

<PAGE>   114
 
     For a period of 180 days after the effective date of this registration
statement, we will promptly send additional copies of this prospectus and any
amendment or supplement to this prospectus to any broker-dealer that requests
such documents in the letter of transmittal. We have agreed to pay all expenses
incident to the exchange offer (including the expenses of one counsel for the
holders of the outstanding notes) other than commissions or concessions of any
broker-dealers and will indemnify the holders of the outstanding notes
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act of 1933.
 
                                       109

<PAGE>   115
 
                                 LEGAL MATTERS
 
     Certain legal matters in connection with the validity of the Series B notes
offered in this exchange offer will be passed on for us by Winstead Sechrest &
Minick P.C., Houston, Texas in reliance on the opinion of Burke & Mayer, A
Professional Corporation, with respect to matters of Louisiana law. R. Clyde
Parker, Jr., a shareholder in such firm, is a nonvoting advisory director to our
Board of Directors.
 
                                    EXPERTS
 
     The consolidated financial statements of HORNBECK-LEEVAC Marine Services,
Inc. and its consolidated subsidiaries as of December 31, 1999, and 2000 and for
each of the three years in the period ended December 31, 2000 and the combined
financial statements of the Spentonbush/Red Star Group for the same periods,
included in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing.
 
                                       110

<PAGE>   116
 
                         INDEX TO FINANCIAL STATEMENTS
 

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
  STATEMENTS:
  Introductory Note.........................................   F-2
  Pro Forma Condensed Consolidated Statement of Operations
     for the Year Ended December 31, 2000...................   F-3
  Pro Forma Condensed Consolidated Statement of Operations
     for the Six Months Ended June 30, 2001.................   F-5
  Pro Forma Condensed Consolidated Balance Sheet as of June
     30, 2001...............................................   F-7
CONSOLIDATED FINANCIAL STATEMENTS OF HORNBECK-LEEVAC MARINE
  SERVICES, INC.:
  Report of Independent Public Accountants..................   F-9
  Consolidated Balance Sheets as of December 31, 1999 and
     2000 and June 30, 2001 (Unaudited).....................  F-10
  Consolidated Statements of Operations for Each of the
     Three Years in the Period Ended December 31, 2000 and
     for the Six Months Ended June 30, 2000 and 2001
     (Unaudited)............................................  F-11
  Consolidated Statements of Changes in Stockholders' Equity
     for Each of the Four Years in the Period Ended December
     31, 2000 and for the Six Months Ended June 30, 2001
     (Unaudited)............................................  F-12
  Consolidated Statements of Cash Flows for Each of the
     Three Years in the Period Ended December 31, 2000 and
     for the Six Months Ended June 30, 2000 and 2001
     (Unaudited)............................................  F-13
  Notes to Consolidated Financial Statements................  F-14
COMBINED FINANCIAL STATEMENTS OF SPENTONBUSH/RED STAR GROUP:
  Report of Independent Public Accountants..................  F-25
  Combined Balance Sheets as of December 31, 1999 and 2000
     and March 31, 2001 (Unaudited).........................  F-26
  Statement of Combined Income and Retained Earnings for
     Each of the Three Years in the Period Ended December
     31, 2000 and for the Three Months Ended March 31, 2000
     and 2001 (Unaudited)...................................  F-27
  Combined Statements of Cash Flows for Each of the Three
     Years in the Period Ended December 31, 2000 and for the
     Three Months Ended March 31, 2000 and 2001
     (Unaudited)............................................  F-28
  Notes to Combined Financial Statements....................  F-29
</Table>

 
                                       F-1

<PAGE>   117
 
        UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE INFORMATION)
 
     The following unaudited pro forma condensed consolidated financial
statements are derived from our historical consolidated financial statements as
set forth elsewhere in this prospectus and from the historical combined
financial statements of the Spentonbush/Red Star Group included elsewhere in
this prospectus with pro forma adjustments based on assumptions we have deemed
appropriate. The unaudited pro forma combined financial information gives effect
to the acquisition of the Spentonbush/Red Star Group tug and tank barge fleet
and the application of the net proceeds from the private placement of the Series
A notes as described in "The Private Placement and Use of Proceeds." The pro
forma statements of operations are presented as if the transactions had occurred
on January 1, 2000. The pro forma balance sheet is presented as if the private
placement of the Series A notes and the application of the net proceeds
therefrom occurred on June 30, 2001. The transactions and the related
adjustments are described in the accompanying notes. In the opinion of
management, all adjustments have been made that are necessary to present fairly
the pro forma condensed consolidated financial statements.
 
     The following unaudited pro forma condensed consolidated financial
statements are presented for illustrative purposes only. They do not purport to
be indicative of the financial position or results of operations that would
actually have occurred if the transaction described had occurred as presented in
such statements or that may be obtained in the future. In addition, future
results may vary significantly from the results reflected in such statements due
to factors described in "Risk Factors" included elsewhere in this prospectus.
 
     The following unaudited pro forma condensed consolidated financial
statements should be read in conjunction with the historical consolidated
financial statements of the Company and the notes thereto and the combined
financial statements of the Spentonbush/Red Star Group and the notes thereto
included elsewhere in this prospectus.
 
     The pro forma financial information does not give effect to any
contribution from the HOS Innovator prior to delivery on April 27, 2001, or the
anticipated delivery of five additional offshore supply vessels, except for the
two months of actual operations of the HOS Innovator that is included only in
the six months ended June 30, 2001. The five additional offshore supply vessels
are scheduled to be delivered as follows: one in October 2001, one in January
2002, one in March 2002 and two in April 2002. The HOS Innovator and the HOS
Blue Ray to be delivered in October 2001, are contracted for three and five
years, respectively. We believe, based on current market supply and demand
conditions, that the other four vessels will be fully utilized. In addition,
based on current dayrates for comparable vessels and current customer inquiries,
we believe dayrates in the range of $12,500 to $15,000 or more will be achieved
for each of these vessels and that long-term contracts at such rates would be
available. This anticipated dayrate level is less than the average dayrate for
our recently contracted offshore supply vessels of comparable size.
 
                                       F-2

<PAGE>   118
 
                     HORNBECK-LEEVAC MARINE SERVICES, INC.
 
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2000
 
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 

<Table>
<Caption>
                                      HISTORICAL
                                ----------------------
                                          SPENTONBUSH/
                                            RED STAR     ACQUISITION      PRO      OFFERING          AS
                                COMPANY      GROUP       ADJUSTMENTS     FORMA    ADJUSTMENTS     ADJUSTED
                                -------   ------------   -----------    -------   -----------     --------
<S>                             <C>       <C>            <C>            <C>       <C>             <C>
Revenue.......................  $36,102     $40,848        $ 1,248(a)   $78,198    $     --       $ 78,198
Operating expenses............   15,246      25,997         (1,967)(b)   39,276          --         39,276
General and administrative
  expenses....................    3,355       5,092           (563)(c)    7,884          --          7,884
Depreciation and
  amortization................    5,164         162          4,091(d)     9,417          --          9,417
                                -------     -------        -------      -------    --------       --------
Operating income (expense)....   12,337       9,597           (313)      21,621          --         21,621
Interest expense..............   (7,911)         --         (1,926)(e)   (9,837)    (10,442)(g)    (20,279)
Other income (expense), net...     (138)          4             --         (134)         --           (134)
                                -------     -------        -------      -------    --------       --------
Income before income taxes....    4,288       9,601         (2,239)      11,650     (10,442)         1,208
Income tax (expense)
  benefit.....................   (1,550)     (3,405)           850(f)    (4,105)      3,679(h)        (426)
                                -------     -------        -------      -------    --------       --------
Net income....................  $ 2,738     $ 6,196        $(1,389)     $ 7,545    $ (6,763)      $    782
                                =======     =======        =======      =======    ========       ========
</Table>

 
                                       F-3

<PAGE>   119
 
       NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2000
 
     The following notes set forth the adjustments made in preparing the
unaudited Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 2000. The pro forma adjustments are based on estimates made
by us using information currently available and upon certain assumptions that we
believe are reasonable.
 
ACQUISITION ADJUSTMENTS
 
     (a) Reflects a decrease in operating revenues of $2,478 to remove the
revenues associated with two vessels owned by the Spentonbush/Red Star Group
which were not purchased by the Company; a net increase of $812 to adjust
revenue to the terms of the contract of affreightment entered into with Amerada
Hess in connection with the acquisition from the Spentonbush/Red Star Group; and
an increase of $2,914 to reflect the revenue from a contract obtained from
Amerada Hess for work in the southeastern United States (the "Southeast
Revenues") not previously performed by the Spentonbush/Red Star Group but by
another affiliate of Amerada Hess.
 
     (b) Reflects a decrease in operating expenses of $2,245 to remove expenses
for the two vessels owned by the Spentonbush/Red Star Group which were not
purchased by the Company; an increase of $2,852 to record expenses related to
the Southeast Revenues associated with the contract obtained from Amerada Hess
in connection with the acquisition from the Spentonbush/Red Star Group; and a
decrease of $2,574 to remove drydocking costs accrued by the Spentonbush/Red
Star Group.
 
     (c) Reflects a decrease in general and administrative expenses of $563 to
remove the expenses associated with the two vessels owned by the Spentonbush/Red
Star Group which were not purchased by the Company.
 
     (d) Reflects a net increase in depreciation expense of $2,251 associated
with the vessels acquired from the Spentonbush/Red Star Group at the allocated
purchase price based on the fair value of the acquired vessels; a reduction of
$162 to remove the depreciation expense recorded on these vessels by the
Spentonbush/ Red Star Group; and an increase of $2,002 to record amortization
expense for vessels acquired from the Spentonbush/Red Star Group that were
drydocked during 1998, 1999, and 2000 and have not been fully amortized.
 
     (e) Represents an increase in interest expense of $1,926 as a result of the
incurrence of indebtedness to finance the Spentonbush/Red Star Group
acquisition.
 
     (f) Represents an income tax benefit of $850 calculated at a statutory rate
of 35%.
 
OFFERING ADJUSTMENTS
 
     (g) Reflects a decrease in interest expense of $9,737 due to the prepayment
of all outstanding debt under existing credit facilities; an increase in
interest expense of $19,250 as a result of the issuance of the notes; and an
increase of $929 to record the amortization of underwriting discounts and
commissions and other costs of issuance of the notes.
 
     (h) Represents an income tax benefit of $3,679 calculated at a statutory
rate of 35%.
 
     Pro forma information does not include approximately $2.95 million of
extraordinary loss due to the write-off of unamortized deferred financing costs
from early extinguishment of debt through the use of proceeds of this offering.
 
                                       F-4

<PAGE>   120
 
                     HORNBECK-LEEVAC MARINE SERVICES, INC.
 
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                         SIX MONTHS ENDED JUNE 30, 2001
 
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 

<Table>
<Caption>
                                   HISTORICAL
                             ----------------------
                                       SPENTONBUSH/
                                         RED STAR     ACQUISITION       PRO      OFFERING          AS
                             COMPANY      GROUP       ADJUSTMENTS      FORMA    ADJUSTMENTS     ADJUSTED
                             -------   ------------   -----------     -------   -----------     --------
                                                             (UNAUDITED)
                                                       (DOLLARS IN THOUSANDS)
<S>                          <C>       <C>            <C>             <C>       <C>             <C>
Revenue....................  $25,694     $19,149        $1,358(a)     $46,201     $    --       $ 46,201
Operating expenses.........    8,542      12,252          (708)(b)     20,086          --         20,086
General and administrative
  expenses.................    3,740       1,874          (189)(c)      5,425          --          5,425
Depreciation and
  amortization.............    2,975          68         1,543(d)       4,586          --          4,586
                             -------     -------        ------        -------     -------       --------
Operating income...........   10,437       4,955           712         16,104          --         16,104
Interest expense...........   (2,565)         --          (752)(e)     (3,317)     (6,822)(g)    (10,139)
Other income (expense).....       --           2            --              2          --              2
                             -------     -------        ------        -------     -------       --------
Income before income
  taxes....................    7,872       4,957           (40)        12,789      (6,822)         5,967
Income tax (expense)
  benefit..................   (2,992)     (1,762)           15(f)      (4,739)      2,528(h)      (2,211)
                             -------     -------        ------        -------     -------       --------
Net income.................  $ 4,880     $ 3,195        $  (25)       $ 8,050     $(4,294)      $  3,756
                             =======     =======        ======        =======     =======       ========
</Table>

 
                                       F-5

<PAGE>   121
 
       NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                         SIX MONTHS ENDED JUNE 30, 2001
 
     The following notes set forth the adjustments made in preparing the
unaudited Pro Forma Condensed Consolidated Statement of Operations for the six
months ended June 30, 2001. The pro forma adjustments are based on estimates
made by us using information currently available and upon certain assumptions
that we believe are reasonable.
 
ACQUISITION ADJUSTMENTS
 
     (a) Reflects a decrease in operating revenues of $1,223 to remove the
revenues associated with two vessels owned by the Spentonbush/Red Star Group
which were not purchased by the Company; a net increase of $1,373 to adjust to
the terms of the contract of affreightment entered into with Amerada Hess in
connection with the acquisition from the Spentonbush/Red Star Group; and an
increase of $1,208 to reflect the Southeast Revenues associated with a contract
obtained from Amerada Hess in connection with the acquisition from the
Spentonbush/Red Star Group.
 
     (b) Reflects a decrease in operating expense of $872 to remove expenses for
the two vessels owned by the Spentonbush/Red Star Group which were not purchased
by the Company; an increase of $1,179 to record expenses related to the
Southeast Revenues associated with the contract obtained from Amerada Hess in
connection with the acquisition from the Spentonbush/Red Star Group; and a
decrease of $1,015 to remove drydocking costs accrued by the Spentonbush/Red
Star Group.
 
     (c) Reflects a decrease in general and administrative expenses of $189 to
remove the expenses associated with the two vessels owned by the Spentonbush/Red
Star Group which were not purchased by the Company.
 
     (d) Reflects a net increase in depreciation expense of $938 associated with
the vessels acquired from the Spentonbush/Red Star Group at the allocated
purchase price based on the fair value of the acquired vessels; a reduction of
$68 to remove the depreciation expense recorded on these vessels by the
Spentonbush/Red Star Group; and an increase of $673 as a result of amortization
expense for vessels acquired from the Spentonbush/ Red Star Group that were
drydocked during 1998, 1999, 2000 and the first five months of 2001 and have not
been fully amortized.
 
     (e) Represents an increase in interest expense of $752 as a result of the
incurrence of indebtedness to finance the Spentonbush/Red Star Group
acquisition.
 
     (f) Represents an income tax benefit of $15 calculated at a statutory rate
of 37%.
 
OFFERING ADJUSTMENTS
 
     (g) Reflects a decrease in interest expense of $3,267 due to the prepayment
of all outstanding debt under existing credit facilities; an increase in
interest expense of $9,625 as a result of the issuance of the Series A notes;
and an increase of $464 to record the amortization of the underwriting discounts
and commissions and other costs of issuance of the Series A notes.
 
     (h) Represents an income tax benefit of $2,528 calculated at a statutory
rate of 37%.
 
     Pro forma information does not include approximately $2.95 million of
extraordinary loss due to the write-off of unamortized deferred financing costs
from early extinguishment of debt through the use of proceeds of this offering.
 
                                       F-6

<PAGE>   122
 
                     HORNBECK-LEEVAC MARINE SERVICES, INC.
 
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2001
 
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 

<Table>
<Caption>
                                                            HISTORICAL   OFFERING AS
                                                             COMPANY     ADJUSTMENTS     ADJUSTED
                                                            ----------   -----------     --------
<S>                                                         <C>          <C>             <C>
                                             ASSETS

Current Assets:
  Cash and cash equivalents...............................   $ 22,026    $   40,483(a)   $ 62,509
  Accounts and claims receivable..........................      9,379            --         9,379
  Other current assets....................................      1,615            --         1,615
                                                             --------    ----------      --------
          Total current assets............................     33,020        40,483        73,503
                                                             --------    ----------      --------
Property, plant and equipment.............................    163,832            --       163,832
  Accumulated depreciation................................     10,476            --        10,476
                                                             --------    ----------      --------
          Net fixed assets................................    153,356            --       153,356
Other assets..............................................      7,594         9,662(b)     17,256
                                                             --------    ----------      --------
          Total assets....................................   $193,970    $   50,145      $244,115
                                                             ========    ==========      ========
 
                                     LIABILITIES AND EQUITY
Current Liabilities:
  Notes payable, current..................................   $ 10,482    $   (9,515)(c)  $    967
  Accounts payable........................................      2,846            --         2,846
  Other accrued liabilities...............................      3,887            --         3,887
                                                             --------    ----------      --------
          Total current liabilities.......................     17,215        (9,515)        7,700
                                                             --------    ----------      --------
Long-term debt............................................    115,340        59,660(d)    175,000
Other long-term liabilities...............................      6,790            --         6,790
                                                             --------    ----------      --------
          Total liabilities...............................    139,345        50,145       189,490
                                                             --------    ----------      --------
Common stock..............................................        246            --           246
Additional paid-in-capital................................     50,137            --        50,137
Retained earnings.........................................      4,242            --         4,242
Treasury stock............................................         --            --            --
                                                             --------    ----------      --------
          Total stockholders' equity......................     54,625            --        54,625
                                                             --------    ----------      --------
          Total liabilities and stockholders' equity......   $193,970    $   50,145      $244,115
                                                             ========    ==========      ========
</Table>

 
                                       F-7

<PAGE>   123
 
            NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
 
     The following is to set forth the adjustments made in preparing the
unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2001.
The pro forma adjustments are based on estimates made by us using information
currently available and upon certain assumptions that we believe are reasonable.
 
OFFERING ADJUSTMENTS
 
     (a) Reflects an increase to record gross proceeds from the private
placement of the Series A notes in the amount of $171,838; a decrease to record
prepayment of long-term debt outstanding under existing credit facilities with
proceeds from the private placement of the Series A notes in the amount of
$115,340; a decrease to record underwriters' discount on the notes of $5,250 and
estimated offering expenses of $1,250; and a decrease to record the reduction of
notes payable, current, that were paid with proceeds from the private placement
of the Series A notes in the amount of $9,515.
 
     (b) Represents an increase to record an underwriters' discount of $5,250;
and estimated offering expenses of $1,250 with regard to the Series A notes; and
an original issue discount on the Series A notes of $3,162.
 
     (c) Represents a decrease to record the reduction of notes payable,
current, that were paid with proceeds from the private placement of the Series A
notes in the amount of $9,515.
 
     (d) Reflects an increase to record debt incurred in the private placement
of the Series A notes in the amount of $175,000, and a decrease to record the
payment of long-term debt from the proceeds of the private placement of the
Series A notes in the amount of $115,340.
 
     Pro forma information does not include approximately $2.95 million of
extraordinary loss due to the write-off of unamortized deferred financing costs
from early extinguishment of debt through the use of proceeds of the offering.
 
                                       F-8

<PAGE>   124
 

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
HORNBECK-LEEVAC Marine Services, Inc.
 
     We have audited the accompanying consolidated balance sheets of
HORNBECK-LEEVAC Marine Services, Inc. and subsidiaries (formerly HV Marine
Services, Inc.) as of December 31, 1999 and 2000 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of HORNBECK-LEEVAC
Marine Services, Inc. and subsidiaries as of December 31, 1999 and 2000, and the
results of their operations, changes in stockholders' equity and their cash
flows for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States.
 
                                          ARTHUR ANDERSEN LLP
 
New Orleans, Louisiana,
January 23, 2001

 
                                       F-9

<PAGE>   125
 
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                       (DOLLARS AND SHARES IN THOUSANDS)
 

<Table>
<Caption>
                                                                 DECEMBER 31,
                                                              -------------------    JUNE 30,
                                                                1999       2000        2001
                                                              --------   --------   -----------
                                                                                    (UNAUDITED)
<S>                                                           <C>        <C>        <C>
                                            ASSETS
Current assets:
  Cash and cash equivalents.................................  $  6,144   $ 32,988    $ 22,026
  Accounts and claims receivable, net of allowance for
     doubtful accounts of $86, $55 and $5, respectively.....     3,221      6,349       9,379
  Prepaid insurance.........................................       576        668       1,235
  Other current assets......................................       287        333         380
                                                              --------   --------    --------
          Total current assets..............................    10,228     40,338      33,020
                                                              --------   --------    --------
  Property, plant and equipment, net........................    85,700     98,935     153,356
  Goodwill, net of accumulated amortization of $369, $495
     and $558, respectively.................................     2,881      2,755       2,692
  Deferred charges, net.....................................     3,417      5,120       4,902
  Investment in unconsolidated entity.......................     1,260         --          --
                                                              --------   --------    --------
          Total assets......................................  $103,486   $147,148    $193,970
                                                              ========   ========    ========
 
                             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable..........................................  $  2,608   $  1,492    $  2,846
  Current portion of long-term debt.........................     4,878      6,834      10,482
  Other accrued liabilities.................................       885      2,488       3,887
                                                              --------   --------    --------
          Total current liabilities.........................     8,371     10,814      17,125
                                                              --------   --------    --------
  Long-term debt............................................    79,076     82,557     115,340
  Deferred tax liabilities, net.............................     2,325      3,875       6,670
  Other liabilities.........................................       234        157         120
                                                              --------   --------    --------
          Total liabilities.................................    90,006     97,403     139,345
                                                              --------   --------    --------
Stockholders' Equity:
  Preferred stock; $0.01 par value; 5,000 shares authorized;
     no shares issued and outstanding.......................        --         --          --
  Common stock: $0.01 par value; 100,000 shares authorized;
     11,367, 24,575 and 24,575 shares issued and
     outstanding, respectively..............................       114        246         246
  Additional paid-in capital................................    13,646     48,301      50,137
  Retained earnings(deficit)................................      (280)     1,198       4,242
                                                              --------   --------    --------
          Total stockholders' equity........................    13,480     49,745      54,625
                                                              --------   --------    --------
          Total liabilities and stockholders' equity........  $103,486   $147,148    $193,970
                                                              ========   ========    ========
</Table>

 
 The accompanying notes are an integral part of these consolidated statements.
                                       F-10

<PAGE>   126
 
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
 

<Table>
<Caption>
                                                                             SIX MONTHS ENDED
                                                 YEAR ENDED DECEMBER 31,         JUNE 30,
                                               ---------------------------   -----------------
                                                1998      1999      2000      2000      2001
                                               -------   -------   -------   -------   -------
                                                                                (UNAUDITED)
<S>                                            <C>       <C>       <C>       <C>       <C>
Revenue......................................  $12,952   $25,723   $36,102   $16,319   $25,694
Costs and Expenses:
  Operating expenses.........................   10,701    17,275    20,410     9,926    11,517
  General and administrative expenses........    1,699     2,467     3,355     1,451     3,740
                                               -------   -------   -------   -------   -------
                                                12,400    19,742    23,765    11,377    15,257
                                               -------   -------   -------   -------   -------
  Operating income...........................      552     5,981    12,337     4,942    10,437
Other Income (Expense):
  Interest expense...........................   (1,155)   (5,092)   (7,911)   (4,217)   (2,565)
  Other income (expense), net................      544       (20)     (138)        3        --
                                               -------   -------   -------   -------   -------
                                                  (611)   (5,112)   (8,049)   (4,214)   (2,565)
                                               -------   -------   -------   -------   -------
Income (loss) before income taxes and
  cumulative effect of change in accounting
  principle..................................      (59)      869     4,288       728     7,872
Income tax (expense)benefit..................      156      (341)   (1,550)     (264)   (2,992)
                                               -------   -------   -------   -------   -------
Income before cumulative effect of change in
  accounting principle.......................       97       528     2,738       464     4,880
                                               -------   -------   -------   -------   -------
Cumulative effect on prior years of change in
  accounting for start-up costs, net of taxes
  of $55.....................................       --      (108)       --        --        --
                                               -------   -------   -------   -------   -------
Net income...................................  $    97   $   420   $ 2,738   $   464   $ 4,880
                                               =======   =======   =======   =======   =======
</Table>

 
 The accompanying notes are an integral part of these consolidated statements.
                                       F-11

<PAGE>   127
 
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                       (DOLLARS AND SHARES IN THOUSANDS)
 

<Table>
<Caption>
                                               CAPITAL STOCK    ADDITIONAL   RETAINED        TOTAL
                                              ---------------    PAID-IN     EARNINGS    STOCKHOLDERS'
                                              SHARES   AMOUNT    CAPITAL     (DEFICIT)      EQUITY
                                              ------   ------   ----------   ---------   -------------
<S>                                           <C>      <C>      <C>          <C>         <C>
BALANCE AT DECEMBER 31, 1997................  11,300    $113     $12,417      $  (180)      $12,350
Issuance of common stock....................      67       1         112           --           113
Issuance of warrants........................      --      --         500           --           500
Net income..................................      --      --          --           97            97
                                              ------    ----     -------      -------       -------
BALANCE AT DECEMBER 31, 1998................  11,367     114      13,029          (83)       13,060
Amortization of put feature of warrants.....      --      --         617         (617)           --
Net income..................................      --      --          --          420           420
                                              ------    ----     -------      -------       -------
BALANCE AT DECEMBER 31, 1999................  11,367     114      13,646         (280)       13,480
Shares issued...............................  13,208     132      33,395           --        33,527
Amortization of put feature of warrants.....      --      --       1,260       (1,260)           --
Net income..................................      --      --          --        2,738         2,738
                                              ------    ----     -------      -------       -------
BALANCE AT DECEMBER 31, 2000................  24,575     246      48,301        1,198        49,745
Amortization of put feature of warrants.....      --      --       1,836       (1,836)           --
Net income..................................      --      --          --        4,880         4,880
                                              ------    ----     -------      -------       -------
BALANCE AT JUNE 30, 2001 (Unaudited)........  24,575    $246     $50,137      $ 4,242       $54,625
                                              ======    ====     =======      =======       =======
</Table>

 
 The accompanying notes are an integral part of these consolidated statements.
                                       F-12

<PAGE>   128
 
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
 

<Table>
<Caption>
                                                                                         SIX MONTHS ENDED
                                                          YEAR ENDED DECEMBER 31,            JUNE 30,
                                                       ------------------------------   ------------------
                                                         1998       1999       2000      2000       2001
                                                       --------   --------   --------   -------   --------
                                                                                           (UNAUDITED)
<S>                                                    <C>        <C>        <C>        <C>       <C>
Cash Flows From Operating Activities:
  Net income.........................................  $     97   $    420   $  2,738   $   464   $  4,880
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization...................     1,338      3,724      5,164     2,465      2,975
     Provision for bad debts.........................        30         78        (77)       34          5
     Deferred tax expense............................       124        286      1,550       264      2,955
     Gain on sale of assets..........................    (1,284)        --         (3)       (3)        --
     Amortization of financing costs and initial
       warrant valuation.............................       161        391        496       253        343
     Changes in operating assets and liabilities:
       Accounts and claims receivable................      (323)    (1,570)    (3,051)   (2,109)    (3,035)
       Prepaid expenses..............................      (201)      (513)       (50)     (244)      (567)
       Deferred charges and other assets.............    (3,149)    (1,718)    (2,975)   (1,070)      (716)
       Accounts payable and deferred revenue.........     6,484       (191)    (1,002)   (1,540)     2,753
       Other liabilities.............................       316        652      1,413      (169)       (40)
                                                       --------   --------   --------   -------   --------
       Net cash provided by (used in) operating
          activities.................................     3,593      1,559      4,203    (1,655)     9,551
                                                       --------   --------   --------   -------   --------
Cash Flows From Investing Activities:
  Capital expenditures...............................   (33,492)   (42,293)   (16,224)   (3,003)   (28,865)
  Acquisition of tugs and tank barges from
     Spentonbush/ Red Star Group.....................        --         --         --        --    (28,030)
  Proceeds from involuntary conversion of vessel.....     2,800         --         --        --         --
                                                       --------   --------   --------   -------   --------
       Net cash used in investing activities.........   (30,692)   (42,293)   (16,224)   (3,003)   (56,895)
                                                       --------   --------   --------   -------   --------
Cash Flows From Financing Activities:
  Proceeds from borrowings under debt agreements.....    44,071     43,695      8,329     2,516     41,213
  Payments on long-term debt.........................   (18,523)        --     (2,991)     (793)    (4,831)
  Proceeds from issuance of common stock.............       113         --     33,527        --         --
                                                       --------   --------   --------   -------   --------
  Net cash provided by (used in) financing
     activities......................................    25,661     43,695     38,865     1,723     36,382
                                                       --------   --------   --------   -------   --------
  Net increase (decrease) in cash and cash
     equivalents.....................................    (1,438)     2,961     26,844    (2,935)   (10,962)
  Cash and cash equivalents at beginning of period...     4,621      3,183      6,144     6,144     32,988
                                                       --------   --------   --------   -------   --------
  Cash and cash equivalents at end of period.........  $  3,183   $  6,144   $ 32,988   $ 3,209   $ 22,026
                                                       ========   ========   ========   =======   ========
Supplemental Disclosures Of Cash Flow Activities:
  Interest paid......................................  $    418   $  4,495   $  7,145   $ 3,593   $  4,415
                                                       ========   ========   ========   =======   ========
</Table>

 
 The accompanying notes are an integral part of these consolidated statements.
                                       F-13

<PAGE>   129
 
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       (DOLLARS AND SHARES IN THOUSANDS)
 
1.  ORGANIZATION AND BASIS OF PRESENTATION
 
  FORMATION
 
     HORNBECK-LEEVAC Marine Services, Inc. (formerly HV Marine Services, Inc.
and referred to in these financial statements as the Company) is incorporated in
the state of Delaware. The Company wholly owns LEEVAC Marine, Inc., Hornbeck
Offshore Services, Inc., HORNBECK-LEEVAC Marine Operators, Inc, and Energy
Services Puerto Rico, Inc. The accompanying financial statements include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
 
  NATURE OF OPERATIONS
 
     Hornbeck Offshore Services, Inc. (HOS) operates offshore supply vessels to
furnish support to the offshore oil and gas exploration and production industry,
primarily in the United States Gulf of Mexico, and to provide specialty
services. HOS operated one vessel for two months in 1998. At various times
during 1999 five vessels were added, with one additional vessel being added
during 2000. LEEVAC Marine, Inc. (LMI) operates ocean-going tugs and tank barges
which provide vessel and barge charters for the transportation of petroleum
products. Since 1998, LMI has operated an average of seven ocean-going tank
barges and associated tugs. HORNBECK-LEEVAC Marine Operators, Inc. (HLMOI) is a
service subsidiary that provides administrative and personnel support to the
other subsidiaries. The Company created Energy Services Puerto Rico, Inc.
(ESPRI) in 1999 to provide administrative and personnel support to employees
residing in Puerto Rico.
 
  INTERIM FINANCIAL STATEMENTS
 
     The accompanying unaudited consolidated financial statements as of and for
the six months ended June 30, 2000 and 2001 have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal and
recurring adjustments) necessary to present a fair statement of the Company's
financial position and results of operations for the interim periods included
herein have been made, and the disclosures contained herein are adequate to make
the information presented not misleading. Operating results for the six months
ended June 30, 2001 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2001.
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  REVENUE RECOGNITION
 
     HOS contracts its offshore supply vessels to clients under time charters
based on a daily rate of hire and recognizes revenue as earned on a daily basis
during the contract period of the specific vessel.
 
     Commencing in 1999, LMI also began to contract its vessels to clients under
time charters based on a daily rate of hire. Revenue is recognized on such
contracts as earned on a daily basis during the contract period of the specific
vessel. Under other contracts, primarily contracts of affreightment, revenue is
recognized based on the percentage of days incurred for the voyage to total
estimated days applied to total estimated revenues. Voyage related costs are
expensed as incurred. Substantially all voyages under these contracts are less
than 10 days in length.
 
                                       F-14

<PAGE>   130
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment are recorded at cost. Depreciation and
amortization of equipment and leasehold improvements are computed using the
straight-line method based on the estimated useful lives of the related assets,
ranging from three to twenty-five years. Improvements and major repairs that
extend the useful life of the related asset are capitalized. Gains and losses
from retirements or other dispositions are recognized currently.
 
  DEFERRED CHARGES
 
     The Company's tank barges, tugs and offshore supply vessels are required by
regulation to be recertified after certain periods of time. The Company defers
certain costs related to the recertification of the vessels. Deferred
recertification costs are amortized over the length of time in which the
improvement made during the recertification is expected to last (generally
thirty or sixty months). Financing charges are amortized over the term of the
related debt using the interest method.
 
  INCOME TAXES
 
     Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. The Company's temporary differences primarily relate to depreciation and
deferred drydocking costs.
 
     Deferred tax assets and liabilities are measured using currently enacted
tax rates. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
The provision for income taxes includes provisions for both federal and state
income taxes.
 
  USE OF ESTIMATES
 
     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
 
  ACCOUNTS RECEIVABLE
 
     Customers are primarily major domestic and international oil companies. The
Company's customers are granted credit on a short-term basis and related credit
risks are considered minimal.
 
  GOODWILL
 
     Goodwill reflects the excess of cost over the estimated fair value of the
net assets acquired. Goodwill is being amortized on a straight-line basis over
its estimated useful life of 25 years. Realization of goodwill is periodically
assessed by management based on the expected future profitability and
undiscounted future cash flows of acquired entities and their contribution to
the overall operations of the Company. Should the review indicate that the
carrying value is not recoverable, the excess of the carrying value over the
undiscounted cash flow would be recognized as an impairment loss.
 
  RECENT ACCOUNTING PRONOUNCEMENTS
 
     In early 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-Up Activities." The SOP is effective for fiscal years beginning after
December 15, 1998 and requires costs of start-up activities and organization
costs to be
 
                                       F-15

<PAGE>   131
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
expensed as incurred. The unamortized costs were written off and reflected as a
cumulative effect of a change in accounting principle during 1999.
 
     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards that every derivative instrument be recorded in the balance
sheet as either an asset or liability measured at its fair value. In June 1999,
the FASB delayed SFAS 133's effective date by one year to fiscal years beginning
after June 15, 2000 with earlier application permitted. The Company adopted SFAS
133 effective January 1, 2001; however, adoption will not have a material impact
on its financial position as the Company has not entered into any derivative
instruments.
 
     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standards Statement No. 141, Business Combinations ("SFAS
141") and Financial Accounting Standards Statement No. 142, Goodwill and Other
Intangible Assets ("SFAS 142"). SFAS 141 eliminates the pooling-of-interests
method of accounting for business combinations except for qualifying business
combinations that were initiated prior to July 1, 2001. The purchase method of
accounting is required to be used for all business combinations initiated after
June 30, 2001. SFAS 141 also requires separate recognition of intangible assets
that meet certain criteria.
 
     Under SFAS 142, goodwill and indefinite-lived intangible assets are no
longer amortized but are reviewed for impairment annually, or more frequently if
circumstances indicate potential impairment. Separable intangible assets that
are not deemed to have an indefinite life will continue to be amortized over
their useful lives. For goodwill and indefinite-lived intangible assets acquired
prior to July 1, 2001, goodwill will continue to be amortized through the
remainder of 2001 at which time amortization will cease and a transitional
goodwill impairment test will be performed. Any impairment charges resulting
from the initial application of the new rules will be classified as a cumulative
change in accounting principle. The Company will adopt SFAS 142 effective
January 1, 2002. Management is currently evaluating the impact of the new
accounting standards on existing goodwill and other intangible assets. Goodwill
amortization for the six months ended June 30, 2001 and the year ended December
31, 2000 was $63 and $126, respectively.
 
3.  DEFINED CONTRIBUTION PLAN
 
     HLMOI is a participating employer in a defined contribution plan with a
cash or deferred arrangement pursuant to Section 401(k) of the Internal Revenue
Code, which is sponsored by an affiliate. Employees must be at least twenty-one
years of age and have completed one year of service to be eligible for
participation. Participants may elect to defer up to 20% of their compensation,
subject to certain statutorily established limits. The Company may elect to make
annual matching and/or profit sharing contributions to the plan. During the
years ended December 31, 1998, 1999 and 2000 the Company made contributions of
$5, $6, and $6 respectively.
 
4.  PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment consisted of the following:
 

<Table>
<Caption>
                                                          DECEMBER 31,
                                                        -----------------    JUNE 30,
                                                         1999      2000        2001
                                                        -------   -------   -----------
                                                                            (UNAUDITED)
<S>                                                     <C>       <C>       <C>
Barges, tugs and supply vessels.......................  $79,720   $93,825    $135,304
Construction in progress..............................    8,710    12,294      27,625
Machinery and equipment...............................    1,050       818         903
Less: Accumulated depreciation........................   (3,780)   (8,002)    (10,476)
                                                        -------   -------    --------
                                                        $85,700   $98,935    $153,356
                                                        =======   =======    ========
</Table>

 
                                       F-16

<PAGE>   132
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Interest expense of $1,628, $365 and $966 was capitalized for each of the
periods ended December 31, 1999 and 2000 and June 30, 2001, respectively.
 
5.  INVESTMENT IN UNCONSOLIDATED ENTITY
 
     In prior years and for over ten months in 2000 the Company had a 60%
limited partner interest in a partnership. The other 40% was owned by an entity
in which the Company's Chairman and Chief Executive Officer had a minority
interest. The partnership's only asset was a barge which was leased by the
Company on a short-term basis. The Company accounted for this investment using
the cost-method of accounting because it did not exert significant influence
over the operations of the partnership. Monthly lease payments were charged to
expense, and partnership profit distributions were netted against the lease
expense. During the years ended December 31, 1998, 1999 and 2000 LMI's lease
expense, net of distributions, related to this partnership was approximately
$106, $105 and $88, respectively. In November 2000 the Company purchased the
company that owned the remaining 40% of the partnership through the issuance of
339,624 shares of common stock at a per share price of $2.65 for aggregate
consideration of $900. The price represented 40% of the value of the tank barge
based on an independent appraisal. As a result, the barge was recorded as an
asset in the Company's consolidated property, plant and equipment.
 
6.  LONG-TERM DEBT
 
     On June 5, 1998, the Company entered into a $43,000 line of credit
agreement with two banks (Facility A) and $15,000 and $20,000 line of credit
agreements (Facility B and C, respectively) with two venture capital companies.
These "Credit Agreements" were used to refinance existing indebtedness and
partially finance the construction of offshore supply vessels (see Note 8).
Facilities A and B converted to term loans on the completion of the last
offshore supply vessel. In connection with Facility C, the Company issued
detachable warrants to purchase 11,905 shares of common stock. The warrants were
assigned an estimated market value of $500. The warrants for the purchase of
10,500 shares of common stock are currently exercisable with an exercise price
of $1.68 per share. The remaining warrants become exercisable only on the
occurrence of an event of default under Facility C, the Company filing for
bankruptcy or if the indebtedness under Facility C has not been discharged in
full by June 5, 2003. All of the warrants issued in connection with the
establishment of Facility C provide the holders with a put option whereby the
holders have the right, if the Company's stock is not publicly traded by June 5,
2003, to require the Company to repurchase the warrants at their fair market
value. The Company is amortizing, through retained earnings, the fair market
value of the warrants through June 5, 2003, the first date on which the put may
be exercised. The warrants are revalued each period end with changes in value
accounted for prospectively.
 
     If Facility C is not repaid by June, 2002, 2003 or 2004, the exercise price
is adjusted to $1.63, $1.58 and $1.53 per share, respectively. The indebtedness
under the Credit Agreements is collateralized by substantially all of the assets
of the Company other than those collateralizing Facility D discussed below. The
Credit Agreements require the Company, on a consolidated basis, to maintain a
minimum net worth and EBITDA to debt service ratio (as defined in the Credit
Agreements). The Credit Agreements also contain other covenants, which, among
other things, restrict capital expenditures and the payment of dividends.
 
     On March 5, 1999, the Facility A credit agreement was amended by the
Company with the two banks by which it was then maintained. The commitment was
increased from $43,000 to $49,400 along with an extension of the outside date
for conversion of construction loans to term loans. The conversion date occurred
at the delivery of the last offshore supply vessel in March 2000.
 
     In July and November, 2000, the Company entered into two new credit
facilities (collectively, Facility D) totaling $41,400 with a new lender. Of the
proceeds, $15,000 was used to repay in full Facility B. The remaining amounts
are being used to pay the construction costs of additional offshore supply
vessels. At December 31, 2000, Facility D was collateralized by two existing
vessels and four vessels under construction.
                                       F-17

<PAGE>   133
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     In November 2000, the Facility A credit agreement was amended by the
Company. The commitment was increased from $49,400 to $69,000. These additional
funds are being used to build additional vessels.
 
     As of the dates indicated, the Company had the following outstanding
long-term debt:
 

<Table>
<Caption>
                                                          DECEMBER 31,
                                                        -----------------    JUNE 30,
                                                         1999      2000        2001
                                                        -------   -------   -----------
                                                                            (UNAUDITED)
                                                                            -----------
<S>                                                     <C>       <C>       <C>
Non-revolving line of credit payable to two banks at
  9.9% (Facility A) due 2004, with interest paid at
  libor traunch renewals, but no greater than 90
  days................................................  $45,895   $44,869    $ 60,037
Non-revolving line of credit payable to two venture
  capital companies at 12% (Facility B)...............   15,000        --          --
Senior subordinated notes, payable to two venture
  capital companies at 7% (Facility C) due 2005, with
  interest paid quarterly.............................   23,018    23,542      23,542
Term note, payable to a financing company at 10.3%
  (Facility D) due 2013, with interest paid monthly...       --    20,700      41,450
Insurance notes payable and other.....................      368       506         967
                                                        -------   -------    --------
                                                         84,281    89,617     125,996
Less: Debt discount, 7% senior subordinated notes due
  2005................................................     (327)     (226)       (174)
                                                        -------   -------    --------
                                                         83,954    89,391     125,822
Less: Current maturities..............................    4,878     6,834      10,482
                                                        -------   -------    --------
                                                        $79,076   $82,557    $115,340
                                                        =======   =======    ========
</Table>

 
     Annual maturities of long-term debt during each year ending December 31,
are as follows:
 

<Table>
<S>                                                           <C>
2001........................................................  $ 6,834
2002........................................................    7,334
2003........................................................    7,334
2004........................................................    7,334
2005........................................................   30,876
Thereafter..................................................   29,905
                                                              -------
                                                              $89,617
                                                              =======
</Table>

 
     On July 24, 2001, the Company issued $175,000 in principal amount of Senior
Notes. The Company realized net proceeds of approximately $165,000 which was
used to repay and fully extinguish all of the above notes except for the $967 of
insurance notes payable. See note 15.
 
7.  STOCK OPTION PLANS
 
     SFAS No. 123, "Accounting for Stock-Based Compensation," which became
effective January 1, 1996, established financial accounting and reporting
standards for stock-based compensation plans. The Company's plan includes all
arrangements by which employees and directors receive shares of stock or other
equity instruments of the Company, or the Company incurs liabilities to
employees or directors in amounts based on the price of the stock. SFAS No. 123
defines a fair-value-based method of accounting for stock-based compensation.
SFAS No. 123, however, also allows an entity to continue to measure stock-based
compensation cost using the intrinsic value method of APB Opinion No. 25,
"Accounting for Stock Issued to
 
                                       F-18

<PAGE>   134
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Employees." Entities electing to retain the accounting prescribed in APB No. 25
must make pro forma disclosures of net income assuming dilution as if the
fair-value-based method of accounting defined in SFAS No. 123 had been applied.
The Company retained the provisions of APB No. 25 for expense recognition
purposes. Under APB No. 25, where the exercise price of the Company's stock
options equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.
 
     The Company established an incentive stock option plan which provides that
options for a maximum of 3,500 shares of common stock may be granted by the
Company. The purchase price of the stock subject to each option is determined by
the Board of Directors of the Company and cannot be less than the fair market
value of the stock at the date of grant. No options have been exercised to date.
All options granted expire 5-10 years after vesting, have an exercise price
equal to or greater than the estimated market price of the Company's stock at
the date of grant and vest over a 3 to 4 year period.
 
     The following summarizes the option activity in the plans during each of
the periods as indicated:
 

<Table>
<Caption>
                                                                                                     SIX MONTHS ENDED JUNE 30,
                                1998                      1999                      2000                       2001
                       -----------------------   -----------------------   -----------------------   -------------------------
                        NUMBER OF     AVERAGE     NUMBER OF     AVERAGE     NUMBER OF     AVERAGE     NUMBER OF      AVERAGE
                         OPTIONS     PRICE PER     OPTIONS     PRICE PER     OPTIONS     PRICE PER     OPTIONS      PRICE PER
                       OUTSTANDING     SHARE     OUTSTANDING     SHARE     OUTSTANDING     SHARE     OUTSTANDING      SHARE
                       -----------   ---------   -----------   ---------   -----------   ---------   ------------   ----------
<S>                    <C>           <C>         <C>           <C>         <C>           <C>         <C>            <C>
Balance, beginning of
  year...............       --         $  --         52.5        $1.85         150         $1.85           386        $1.97
  Granted............     52.5          1.85         97.5         1.85         236          2.04       1,382.8         2.65
  Cancelled..........       --            --           --           --          --            --           (19)        1.85
                          ----         -----        -----        -----         ---         -----       -------        -----
Balance, end of
  year...............     52.5         $1.85        150.0        $1.85         386         $1.97       1,749.8        $2.51
                          ====         =====        =====        =====         ===         =====       =======        =====
</Table>

 
     There were 2, 76, 196 and 350 options exercisable at December 31, 1998,
1999, 2000 and June 30, 2001, respectively.
 
     Had compensation cost for the Company's stock options been determined based
on the fair value at the grant date consistent with the method under SFAS No.
123, the Company's income available to common stockholders for the years ended
December 31, 1998, 1999 and 2000 and the six-month period ended June 30, 2001,
would have been the pro forma amounts indicated below:
 

<Table>
<Caption>
                                                            DECEMBER 31,
                                                        --------------------   JUNE 30,
                                                        1998   1999    2000      2001
                                                        ----   ----   ------   --------
<S>                                                     <C>    <C>    <C>      <C>
Income available to common stockholders --
  As reported.........................................  $97    $420   $2,738    $4,880
  Pro forma...........................................   95     405    2,697     4,812
</Table>

 
     The weighted average fair value at the date of grant for options granted
during the periods presented was $.61, $.38, and $.52 and $.74 for December 31,
1998, 1999, 2000 and June 30, 2001, respectively.
 
     The fair value of the options granted under the Company's stock option plan
during the year ended December 31, 2000, was estimated using the Black-Scholes
Pricing Model with the following assumptions used: risk-free interest rate of
six percent, expected life of five to seven years, no volatility and no expected
dividends.
 
     The Company also issued, during 1998, warrants for the purchase of a total
of 11,905 shares of common stock with an exercise price of $1.68 per share. The
warrants have no expiration date. The fair value of the warrants at the issue
date was $500.
 
                                       F-19

<PAGE>   135
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
8.  INCOME TAXES
 
     The net long-term deferred tax liabilities (assets) in the accompanying
balance sheets include the following components:
 

<Table>
<Caption>
                                                               1999      2000
                                                              -------   -------
<S>                                                           <C>       <C>
Deferred tax liabilities:
  Fixed assets..............................................  $ 5,215   $ 8,605
  Deferred charges..........................................      471       711
                                                              -------   -------
          Total deferred tax liabilities....................    5,686     9,316
                                                              -------   -------
Assets:
  Net operating loss carryforward...........................   (3,313)   (5,422)
                                                              -------   -------
  Allowance for doubtful accounts...........................      (53)      (19)
                                                              -------   -------
  Other.....................................................      (87)      (92)
                                                              -------   -------
          Total deferred tax assets.........................   (3,453)   (5,533)
                                                              -------   -------
Valuation allowance.........................................       92        92
                                                              -------   -------
          Total deferred tax liabilities, net...............  $ 2,325   $ 3,875
                                                              =======   =======
</Table>

 
     The components of the income tax benefit follow:
 

<Table>
<Caption>
                                                              1998    1999    2000
                                                              -----   ----   ------
<S>                                                           <C>     <C>    <C>
Current tax expense.........................................  $  --   $ 55   $   --
Deferred tax expense (benefit)..............................   (156)   286    1,550
                                                              -----   ----   ------
Income tax expense (benefit)................................  $(156)  $341   $1,550
                                                              =====   ====   ======
</Table>

 
     At December 31, 1998, 1999 and 2000, the Company had federal net operating
loss carryforwards of approximately $1,300, $9,500 and $15,700, respectively.
The carryforward benefit from the federal operating carryforwards loss begin to
expire in 2017. These carryforwards can only be utilized if the Company
generates taxable income in the appropriate tax jurisdiction. The Company had
state net operating loss carryforwards of approximately $1,515. A valuation
allowance has been established to fully offset the deferred tax asset related to
the state carryforward.
 
     The following table reconciles the difference between the statutory federal
income tax rate for the Company to the effective income tax rate:
 

<Table>
<Caption>
                                                              1999   2000
                                                              ----   ----
<S>                                                           <C>    <C>
Statutory Rate..............................................  34.0%  34.0%
State Taxes.................................................   2.0%   1.0%
Non-deductible expense......................................   2.0%   1.0%
Other.......................................................   1.0%   0.0%
                                                              ----   ----
                                                              39.0%  36.0%
                                                              ====   ====
</Table>

 
     The reconciliation of the statutory federal income tax rate for the Company
to the effective income tax rate was not meaningful for 1998 due to the
Company's net operating loss of $59 and other non-deductible expenses of $101.
 
                                       F-20

<PAGE>   136
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
9.  COMMITMENTS
 
  OPERATING LEASES
 
     The Company is obligated under certain long-term operating leases for
marine vessels used in operations, office space and vehicles. The office space
lease provides for a term of five years with five one-year renewal options.
 
     Future minimum payments under noncancelable leases for years subsequent to
2000 follow:
 

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------
<S>                                                            <C>
2001........................................................   $107
2002........................................................     43
2003........................................................      7
                                                               ----
                                                               $157
                                                               ====
</Table>

 
     In addition, the Company leases marine vessels used in its operations under
short-term operating lease agreements. See Note 5 for information regarding a
short-term vessel operating lease from an affiliate. The Company is also
obligated under several month-to-month leases for various purposes. Total rent
expense related to leases was $4,101, $3,104 and $1,758 during the years ended
December 31, 1998, 1999 and 2000, respectively.
 
  VESSEL CONSTRUCTION
 
     At December 31, 2000, the Company was committed under a vessel construction
contract with a shipyard affiliated with the Company's Chairman of the Board and
Chief Executive Officer to construct four additional offshore supply vessels. At
that date, the remaining amount expected to be expended to complete construction
was $42,000. At December 31, 2000, the Company was also committed under a vessel
construction contract with another shipyard to construct two additional offshore
supply vessels. At that date, the remaining amount expected to be expended to
complete construction was $31,000.
 
10.  DEFERRED CHARGES:
 
     Deferred charges include the following:
 

<Table>
<Caption>
                                                           DECEMBER 31,
                                                          ---------------    JUNE 30,
                                                           1999     2000       2001
                                                          ------   ------   -----------
                                                                            (UNAUDITED)
<S>                                                       <C>      <C>      <C>
Deferred loan costs, net of accumulated amortization of
  $552, $889 and $1,182, respectively...................  $2,034   $3,004     $2,953
Deferred drydockings costs, net of accumulated
  amortization of $589, $1,372 and $1,796,
  respectively..........................................   1,383    2,086      1,923
Other...................................................      --       30         26
                                                          ------   ------     ------
          Total.........................................  $3,417   $5,120     $4,902
                                                          ======   ======     ======
</Table>

 
11.  RELATED PARTY TRANSACTIONS
 
     The Company utilizes the services of a law firm and a venture capital
company, certain members of which are related parties of the Company. During the
year ended December 31, 1998, the Company paid approximately $264 and $104 for
these services, respectively. During the year ended December 31, 1999, the
Company paid approximately $123 and $351 for these services, respectively.
During the year ended December 31, 2000, the Company paid approximately $475 to
the law firm and no amounts to the venture
 
                                       F-21

<PAGE>   137
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
capital company for these services. As discussed in Notes 1 and 9, the Company
was committed under a vessel construction contract to construct four offshore
supply vessels with a shipyard affiliated with the Company's Chairman of the
Board and Chief Executive Officer. The Company used another shipyard affiliated
with the Company's Chairman of the Board and Chief Executive Officer to complete
construction of three of its seven completed offshore supply vessels. See Note 5
for additional information.
 
12.  MAJOR CUSTOMERS
 
     In the years ended December 31, 1998, 1999 and 2000 revenue from three,
three, and two customers respectively individually exceeded ten percent of total
revenue.
 
13.  SEGMENT INFORMATION
 
     The Company provides marine transportation services through two business
segments. The Company operates newly constructed deepwater offshore supply
vessels in the Gulf of Mexico through its offshore supply vessel segment. The
offshore supply vessels principally support offshore drilling and production
operations in the deepwater regions of the Gulf of Mexico by transporting cargo
to offshore drilling rigs and production facilities and provide support for
specialty services. The tug and tank barge segment operates ocean-going tugs and
tank barges in the northeastern United States and in Puerto Rico. The
ocean-going tugs and tank barges provide coastwise transportation of refined and
bunker grade petroleum products from one port to another. The following shows
reportable segment information for the years ended December 31, 1998, 1999 and
2000 and for the interim periods ended June 30, 2000 and 2001 reconciled to
consolidated totals and prepared on the same basis as the Company's consolidated
financial statements.
 

<Table>
<Caption>
                                                                     SIX MONTHS ENDED
                                         YEAR ENDED DECEMBER 31,         JUNE 30,
                                       ---------------------------   -----------------
                                        1998      1999      2000      2000      2001
                                       -------   -------   -------   -------   -------
<S>                                    <C>       <C>       <C>       <C>       <C>
OPERATING REVENUE:
Offshore supply vessels..............  $   392   $ 9,492   $19,626   $ 8,182   $14,522
Tugs and tank barges.................   12,560    16,231    16,476     8,137    11,172
                                       -------   -------   -------   -------   -------
          Total......................  $12,952   $25,723   $36,102   $16,319   $25,694
                                       =======   =======   =======   =======   =======
OPERATING EXPENSES:
Offshore supply vessels..............  $   163   $ 5,263   $ 9,291   $ 4,315   $ 5,161
Tugs and tank barges.................   10,538    12,012    11,119     5,610     6,356
                                       -------   -------   -------   -------   -------
          Total......................  $10,701   $17,275   $20,410   $ 9,925   $11,517
                                       =======   =======   =======   =======   =======
OPERATING INCOME:
Offshore supply vessels..............  $   216   $ 3,498   $ 8,784   $ 3,245   $ 7,507
Tugs and tank barges.................      336     2,483     3,553     1,697     2,931
                                       -------   -------   -------   -------   -------
          Total......................  $   552   $ 5,981   $12,337   $ 4,942   $10,438
                                       =======   =======   =======   =======   =======
CAPITAL EXPENDITURES:
Offshore supply vessels..............  $31,523   $35,136   $14,473   $ 2,737   $28,323
Tugs and tank barges.................    1,841     6,979     1,609       228    28,509
Corporate............................      128       178       142        38        63
                                       -------   -------   -------   -------   -------
          Total......................  $33,492   $42,293   $16,224   $ 3,003   $56,895
                                       =======   =======   =======   =======   =======
</Table>

 
                                       F-22

<PAGE>   138
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 

<Table>
<Caption>
                                                                     SIX MONTHS ENDED
                                         YEAR ENDED DECEMBER 31,         JUNE 30,
                                       ---------------------------   -----------------
                                        1998      1999      2000      2000      2001
                                       -------   -------   -------   -------   -------
<S>                                    <C>       <C>       <C>       <C>       <C>
DEPRECIATION AND AMORTIZATION:
Offshore supply vessels..............  $   177   $ 1,685   $ 2,823   $ 1,367   $ 1,605
Tugs and tank barges.................    1,161     2,039     2,341     1,098     1,370
                                       -------   -------   -------   -------   -------
          Total......................  $ 1,338   $ 3,724   $ 5,164   $ 2,465   $ 2,975
                                       =======   =======   =======   =======   =======
</Table>

 

<Table>
<Caption>
                                                AS OF DECEMBER 31,         AS OF JUNE 30,
                                           -----------------------------   --------------
                                            1998       1999       2000          2001
                                           -------   --------   --------   --------------
<S>                                        <C>       <C>        <C>        <C>
IDENTIFIABLE ASSETS:
Offshore supply vessels..................  $34,543   $ 74,407   $ 87,866      $ 11,832
Tugs and tank barges.....................   19,161     28,472     28,569        12,583
Corporate................................    4,512        607     30,713        16,353
                                           -------   --------   --------      --------
          Total..........................  $58,216   $103,486   $147,148      $ 40,768
                                           =======   ========   ========      ========
LONG-LIVED ASSETS:
Offshore supply vessels..................  $32,691   $ 66,380   $ 78,143      $104,959
Tugs and tank barges.....................   12,966     19,040     20,449        48,037
Corporate................................      162        280        343           360
                                           -------   --------   --------      --------
                                           $45,819   $ 85,700   $ 98,935      $153,356
                                           =======   ========   ========      ========
</Table>

 
14.  SPENTONBUSH/RED STAR GROUP ACQUISITION (UNAUDITED)
 
     On May 31, 2001, the Company purchased a fleet of nine ocean-going tugs and
nine ocean-going tank barges and the related coastwise transportation businesses
from the Spentonbush/Red Star Group for approximately $28 million in cash. As
part of the acquisition, the Company entered into a contract of affreightment
with Amerada Hess as its exclusive marine logistics provider and coastwise
transporter of petroleum products in the northeastern United States. The
contract became effective on June 1, 2001 and its initial term continues through
March 31, 2006. The Company also entered into a letter of intent to purchase the
Brooklyn marine facility of Amerada Hess where the tug and tank barge operations
that were acquired are based from and from which such operations will be
conducted. The Company incurred approximately $600 in acquisition cost.
 
     The purchase method was used to account for the acquisition of the tugs and
tank barges from the Spentonbush/Red Star Group. There was no goodwill recorded
as a result of the acquisition. The purchase price was allocated to the acquired
assets based on the estimated fair value as of May 31, 2001 as follows (in
thousands):
 

<Table>
<S>                                                            <C>
Property, Plant and Equipment...............................   $27,030
Other Assets................................................     1,000
                                                               -------
  Purchase Price............................................   $28,030
</Table>

 
                                       F-23

<PAGE>   139
             HORNBECK-LEEVAC MARINE SERVICES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The following summarized unaudited pro-forma income statement data reflects
the impact the Spentonbush/Red Star Group acquisition would have had on 2000,
had the acquisition taken place at the beginning of the fiscal year (in
thousands):
 

<Table>
<Caption>
                                                              UNAUDITED PRO-FORMA
                                                                RESULTS FOR THE
                                                      ------------------------------------
                                                         YEAR ENDED       SIX MONTHS ENDED
                                                      DECEMBER 31, 2000    JUNE 30, 2001
                                                      -----------------   ----------------
<S>                                                   <C>                 <C>
Revenue.............................................       $78,198            $46,201
Operating income....................................        21,621             16,104
  Net Income........................................         7,546              8,050
</Table>

 
15.  SUBSEQUENT EVENTS (UNAUDITED)
 
     Repurchase of Outstanding Warrants; Equity Offering.  On August 9, 2001,
the Company was notified by its warrantholders that they intend to sell their
outstanding warrants. The Company has exercised a right of first offer to
purchase the outstanding warrants at an aggregate purchase price of $14.5
million. To finance the repurchase of the warrants, the Company intends to offer
to each of its existing stockholders an opportunity to purchase its pro rata
share of 5,472 shares of the Company's common stock at a price of $2.65 per
share. The Company has received a signed subscription agreement from one of its
stockholders pursuant to which that stockholder has been issued 274 shares of
common stock for a total purchase price of $725. The Company has used these
proceeds to pay the non-refundable deposit to the warrantholders as a deposit
toward the repurchase of the warrants. The stockholder has also agreed to
purchase the balance of the offered shares not subscribed for by the other
existing stockholders.
 
     Private Placement of Notes and Use of Proceeds.  On July 24, 2001, the
Company issued $175,000 in principal of 10 5/8% senior notes due 2008. Interest
on the notes is due February 1, and August 1 of each year until maturity. The
Company realized approximate net proceeds of $165 million which was used to
repay and fully extinguish substantially all of the Company's outstanding
indebtedness under its existing credit facilities.
 
     New Credit Facility.  The Company has received and is evaluating a
commitment letter from one of its former lenders regarding a new senior secured
revolving line of credit of $50 million. Pursuant to the proposed terms for the
new senior secured revolving credit facility, the Company's borrowings under
this facility will be limited to $25 million unless it has obtained the lender's
concurrence to the use of proceeds of borrowings in excess of $25 million and it
meets certain ratios. Pursuant to the indenture governing the notes, the level
of permitted borrowings under this facility initially will be limited to $25
million plus 15% of the increase in the Company's consolidated net tangible
assets.
 
     Signing of Significant Tank Barge Contract.  On June 27, 2001, the Company
signed an agreement to contract one of our newly acquired tank barges with a
large refining and marketing company under a one-year time charter with a
one-year renewal option at a fixed dayrate of $17 which is substantially higher
than the average dayrate currently being generated by that vessel. The agreement
to contract provides for commencement of operations in July 2001.
 
     Delivery of the HOS Innovator and Signing of Multi-year Specialty Service
Contracts.  On April 27, 2001, the Company took delivery of the HOS Innovator, a
240' class offshore supply vessel, which is the only U.S.-flagged offshore
supply vessel to date to receive Dynamic Positioning Class II certification from
the American Bureau of Shipping. The HOS Innovator was immediately employed
under a three-year contract with a large oilfield service company to provide
support for remotely operated vehicles, as well as inspection, maintenance,
repair, subsea intervention, trenching, diving, cargo transportation and cable-
and pipe-laying services. In addition, the Company recently signed a five-year
contract for one of our offshore supply vessels currently under construction
that will be employed by another large oilfield service company to support well
stimulation services.
 
                                       F-24

<PAGE>   140
 
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholder of the
Spentonbush/Red Star Group:
 
     We have audited the accompanying combined balance sheets of Spentonbush/Red
Star Group (as discussed in Note 1) as of December 31, 1999 and 2000 and the
related combined statements of income and retained earnings and cash flows for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Group's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
     In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Spentonbush/Red Star Group as of December 31, 1999 and 2000 and the combined
results of their income and their cash flows for each of the three years in the
period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States.
 
                                          ARTHUR ANDERSEN LLP
 
Roseland, New Jersey
March 30, 2001

 
                                       F-25

<PAGE>   141
 
                           SPENTONBUSH/RED STAR GROUP
 
                            COMBINED BALANCE SHEETS
 

<Table>
<Caption>
                                                                 DECEMBER 31,
                                                              -------------------    MARCH 31,
                                                                1999       2000        2001
                                                              --------   --------   -----------
                                                                                    (UNAUDITED)
                                                                   (DOLLARS IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
                                            ASSETS

Current Assets:
  Cash......................................................  $      2   $      2    $      2
  Accounts receivable -- trade..............................     1,214      1,034       1,367
                        -- other............................        99         47          58
  Prepaid expenses..........................................       613        792       2,034
  Deferred income taxes.....................................     1,224      1,730       1,910
                                                              --------   --------    --------
          Total current assets..............................     3,152      3,605       5,371
                                                              --------   --------    --------
Property, Plant and Equipment, at cost:
  Barges....................................................    26,682     26,682      26,682
  Tugs......................................................    16,930     16,930      16,930
  Other.....................................................       108        108         108
                                                              --------   --------    --------
                                                                43,720     43,720      43,720
  Less -- reserve for depreciation..........................   (43,434)   (43,596)    (43,637)
                                                              --------   --------    --------
     Property, plant and equipment, net.....................       286        124          83
                                                              --------   --------    --------
Other Assets:
  Deferred income taxes.....................................        33         66          72
                                                              --------   --------    --------
          Total assets......................................  $  3,471   $  3,795    $  5,526
                                                              ========   ========    ========

                             LIABILITIES AND STOCKHOLDER'S DEFICIT

Current Liabilities:
  Accounts payable..........................................  $  1,326   $  1,328    $  2,706
  Accrued liabilities.......................................     7,038      8,828       9,356
  Income taxes payable......................................     1,256      3,922       1,561
                                                              --------   --------    --------
          Total current liabilities.........................     9,620     14,078      13,623
                                                              --------   --------    --------
Stockholder's Deficit:
  Common stock --
     Spentonbush/Red Star Companies Inc., authorized and
       issued -- 1,000 shares; par value $8.................         8          8           8
     Hygrade Operators, Inc., authorized and issued -- 200
       shares; par value $10................................         2          2           2
     Red Star Towing and Transportation Company, authorized
       and issued -- 400 shares; par value $125.............        50         50          50
     Sheridan Towing, Co., Inc., authorized -- 600 shares;
       issued -- 300 shares; par value $100.................        30         30          30
  Capital in excess of par value............................    13,199     13,199      13,199
  Retained earnings.........................................     2,488      1,684       4,172
  Accounts receivable -- affiliates (Note 3)................   (21,149)   (24,479)    (24,781)
  Treasury stock -- at cost (300 shares)....................      (777)      (777)       (777)
                                                              --------   --------    --------
          Total stockholder's deficit.......................    (6,149)   (10,283)     (8,097)
                                                              --------   --------    --------
          Total liabilities and stockholder's deficit.......  $  3,471   $  3,795    $  5,526
                                                              ========   ========    ========
</Table>

 
   The accompanying notes are an integral part of these combined statements.
                                       F-26

<PAGE>   142
 
                           SPENTONBUSH/RED STAR GROUP
 
               STATEMENT OF COMBINED INCOME AND RETAINED EARNINGS
                             (DOLLARS IN THOUSANDS)
 

<Table>
<Caption>
                                                                             THREE MONTHS ENDED
                                                 YEAR ENDED DECEMBER 31,          MARCH 31,
                                               ---------------------------   -------------------
                                                1998      1999      2000       2000       2001
                                               -------   -------   -------   --------   --------
                                                                                 (UNAUDITED)
<S>                                            <C>       <C>       <C>       <C>        <C>
Revenue:
  Marine transportation -- affiliates........  $27,165   $24,962   $34,120   $ 8,715    $10,546
  Marine transportation -- third party.......    5,648     5,258     6,728     2,661      2,437
  Other......................................    1,398       279         4         1          1
                                               -------   -------   -------   -------    -------
          Total revenues.....................   34,211    30,499    40,852    11,377     12,984
                                               -------   -------   -------   -------    -------
Costs and Expenses:
  Operating expenses.........................   24,047    21,096    25,997     6,536      7,989
  Depreciation...............................      792       162       162        40         41
  General and administrative.................    4,004     3,936     5,092     1,300      1,099
                                               -------   -------   -------   -------    -------
          Total costs and expenses...........   28,843    25,194    31,251     7,876      9,129
                                               -------   -------   -------   -------    -------
Income before income taxes...................    5,368     5,305     9,601     3,501      3,855
Provision for income taxes -- federal........    1,884     1,845     3,363     1,220      1,346
                            -- state.........       28        78        42        20         21
                                               -------   -------   -------   -------    -------
Net Income...................................    3,456     3,382     6,196     2,261      2,488
Retained earnings at beginning of period.....    1,577     1,833     2,488     2,488      1,684
Dividends paid...............................   (3,200)   (2,727)   (7,000)       --         --
                                               -------   -------   -------   -------    -------
Retained earnings at end of period...........  $ 1,833   $ 2,488   $ 1,684   $ 4,749    $ 4,172
                                               =======   =======   =======   =======    =======
</Table>

 
   The accompanying notes are an integral part of these combined statements.
                                       F-27

<PAGE>   143
 
                           SPENTONBUSH/RED STAR GROUP
 
                       COMBINED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
 

<Table>
<Caption>
                                                                             THREE MONTHS ENDED
                                                YEAR ENDED DECEMBER 31,           MARCH 31,
                                              ----------------------------   -------------------
                                               1998      1999       2000       2000       2001
                                              -------   -------   --------   --------   --------
                                                                                 (UNAUDITED)
<S>                                           <C>       <C>       <C>        <C>        <C>
Cash Flows From Operating Activities:
  Net income................................  $ 3,456   $ 3,382   $  6,196   $ 2,261    $ 2,488
  Adjustments to reconcile net income to net
     cash provided by operating
     activities --
     Depreciation...........................      792       162        162        40         41
     Change in deferred income taxes........      (83)      620       (539)       --         --
     (Increase) Decrease in accounts
       receivable...........................      361        20        232      (218)      (186)
     Increase (decrease) in accounts
       payable..............................      284       (53)         2    (3,776)      (646)
     Increase (decrease) in accrued
       liabilities..........................    1,081      (953)     1,790     1,167      1,378
     (Increase) decrease in other assets and
       liabilities..........................      914      (965)     2,487     1,426        528
     Gain on sale of vessel.................   (1,400)     (274)        --      (900)    (3,603)
                                              -------   -------   --------   -------    -------
          Net cash provided by operating
            activities......................    5,405     1,939     10,330        --         --
                                              -------   -------   --------   -------    -------
Cash Flows From Investing Activities:
  Capital expenditures......................      (52)      (16)        --        --         --
  Proceeds from sale of vessel..............    1,400       274         --        --         --
                                              -------   -------   --------   -------    -------
          Net cash provided by investing
            activities......................    1,348       258         --        --         --
                                              -------   -------   --------   -------    -------
Cash Flows From Financing Activities:
  Dividends paid............................   (3,200)   (2,727)    (7,000)       --         --
  Amounts advanced under accounts
     receivable -- affiliates...............   (3,553)      530     (3,330)       --         --
                                              -------   -------   --------   -------    -------
          Net cash used in investing
            activities......................   (6,753)   (2,197)   (10,330)       --         --
                                              -------   -------   --------   -------    -------
Net change in cash..........................       --        --         --        --         --
Cash at beginning of period.................        2         2          2         2          2
                                              -------   -------   --------   -------    -------
Cash at end of period.......................  $     2   $     2   $      2   $     2    $     2
                                              =======   =======   ========   =======    =======
Cash paid for income taxes..................  $ 1,106   $ 2,007   $  1,256   $    --    $    --
                                              =======   =======   ========   =======    =======
</Table>

 
   The accompanying notes are an integral part of these combined statements.
                                       F-28

<PAGE>   144
 
                           SPENTONBUSH/RED STAR GROUP
 

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                       DECEMBER 31, 1998, 1999, AND 2000
                             (DOLLARS IN THOUSANDS)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  BASIS OF FINANCIAL STATEMENTS
 
     The Spentonbush/Red Star Group (the "Group") is comprised of the following
three New York corporations and one Delaware corporation:
 
     Spentonbush/Red Star Companies, Inc. (New York)
 
     Hygrade Operators, Inc. (New York)
 
     Red Star Towing & Transportation Company (New York)
 
     Sheridan Towing Co., Inc. (Delaware)
 
     Each is an indirect wholly owned subsidiary of Amerada Hess Corporation
("Parent") and is included in its Parent's consolidated financial statements.
The Group is an owner and operator of vessels engaged in tug and tank barge
operations. A significant portion of the Group's business is transacted with the
Parent and its affiliates (see Note 3).
 
  PRINCIPLES OF COMBINATION
 
     The combined financial statements include the accounts of the Group. All
intergroup transactions have been eliminated.
 
  BASIS OF PRESENTATION -- INTERIM FINANCIAL STATEMENTS
 
     The accompanying unaudited combined financial statements as of and for the
three months ended March 31, 2000 and 2001 have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal and
recurring adjustments) necessary to present a fair statement of the Group's
financial position and results of operations for the interim periods included
herein have been made and the disclosures contained herein are adequate to make
the information presented not misleading. Operating results for the three months
ended March 31, 2001 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2001.
 
  REVENUE RECOGNITION
 
     Revenues and related voyage expenses are recognized on an accrual basis.
 
  PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment are recorded at cost. Depreciation of
property, plant and equipment is computed using the straight-line method based
on the estimated useful lives of the related assets. Improvements that extend
the useful life of the related asset are capitalized; all other expenditures for
maintenance and repairs, excluding drydock, are expensed as incurred. Gains and
losses from retirements or other dispositions are recognized as incurred.
 
                                       F-29

<PAGE>   145
                           SPENTONBUSH/RED STAR GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
  DRYDOCK RESERVES
 
     The Group's vessels are required to be recertified by the United States
Coast Guard after certain periods of time. The Group maintains a drydock reserve
to accrue for estimated drydocking costs over the operating period preceding
each scheduled drydocking. Drydocking expenses are recognized as the reserves
are accrued and the reserves are included in accrued liabilities.
 
  INCOME TAXES
 
     The Group is included in the consolidated federal income tax return of the
Parent. In 1998, 1999 and 2000, the Parent allocated federal income tax expense
at a rate of 35%. This allocation is comparable to the amount that would be
provided for income taxes if the provision was determined on a stand-alone
basis. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using currently enacted
tax rates. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
 
  USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
 
2.  INCOME TAXES
 
     The components of income tax expense (benefit) were as follows:
 

<Table>
<Caption>
                                                              1998     1999     2000
                                                             ------   ------   ------
<S>                                                          <C>      <C>      <C>
Current....................................................  $2,026   $1,303   $3,935
Deferred...................................................    (114)     620     (530)
                                                             ------   ------   ------
          Total............................................  $1,912   $1,923   $3,405
                                                             ======   ======   ======
</Table>

 
     Total income tax expense for 2000, 1999 and 1998 was different from the
amount computed by applying the statutory federal income tax rate due primarily
to state income taxes and certain non-deductible travel and entertainment
expenses. The tax effect of significant temporary differences that give rise to
the net deferred tax assets are differences in the basis of property, plant and
equipment and drydock reserves.
 
     The current taxes payable of the Group which are owed to its Parent are
$1,225 and $3,893 at December 31, 1999 and 2000, respectively.
 
3.  TRANSACTIONS WITH AFFILIATES
 
     Following is a summary of material transactions between the Group and its
Parent and other affiliates:
 

<Table>
<Caption>
                                                                  YEAR ENDED
                                                          ---------------------------
                                                           1998      1999      2000
                                                          -------   -------   -------
<S>                                                       <C>       <C>       <C>
Vessel income...........................................  $27,165   $24,962   $34,120
Vessel operating expenses...............................      235       747       702
Selling, general and administrative expenses............    1,001       998     1,874
</Table>

 
                                       F-30

<PAGE>   146
                           SPENTONBUSH/RED STAR GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 

<Table>
<Caption>
                                                                DECEMBER 31,
                                                              -----------------
                                                               1999      2000
                                                              -------   -------
<S>                                                           <C>       <C>
Accounts receivable -- affiliates...........................  $21,149   $24,479
Current taxes payable.......................................   (1,225)   (3,893)
</Table>

 
     Effective January 1, 2000, the Group entered into Service Level Agreements
with its Parent. Under these agreements the Parent provides information systems
services, human resources, risk management and other administrative related
functions to the Group. The fee charged for these services is based upon
estimated level of time expended for human resources, risk management and other
administrative functions plus volume-related charges for information systems
activities. Prior to January 1, 2000, the Parent allocated an amount to the
Group for the services provided. The fees allocated for these services are
reported as selling, general and administrative expenses in the table above and
in the accompanying statement of income and retained earnings.
 
     During the years ended December 31, 1998, 1999 and 2000, affiliates of the
Group provided certain vessel operating expenses which included fuel costs and
insurance related to vessel operations.
 
     Accounts receivable from affiliates represent non-interest bearing advances
of cash to the Parent. Accordingly, affiliate receivables are recorded as a
component of stockholder's equity in the accompanying combined balance sheet.
 
4.  DRYDOCK RESERVES
 
     Drydock reserves are in accrued liabilities and the rollforward of these
reserves as of the periods indicated are as follows:
 

<Table>
<Caption>
                                                     DECEMBER 31,
                                              ---------------------------    MARCH 31,
                                               1998      1999      2000        2001
                                              -------   -------   -------   -----------
                                                                            (UNAUDITED)
<S>                                           <C>       <C>       <C>       <C>
Drydock reserve, beginning of period........  $ 3,647   $ 3,913   $ 2,588     $4,108
Drydock expense.............................    1,880     2,095     2,927        686
Payments on completed drydock costs.........   (1,614)   (3,420)   (1,407)        --
                                              -------   -------   -------     ------
Drydock reserve, end of period..............  $ 3,913   $ 2,588   $ 4,108     $4,794
                                              =======   =======   =======     ======
</Table>

 
                                       F-31

<PAGE>   147
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT OFFERING THE SERIES B NOTES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. WE DO NOT CLAIM THE INFORMATION
IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE STATED ON THE
COVER.
 
                                  $175,000,000
 
                     HORNBECK-LEEVAC MARINE SERVICES, INC.
 
                               OFFER TO EXCHANGE
                     10 5/8% SERIES B SENIOR NOTES DUE 2008
                  REGISTERED UNDER THE SECURITIES ACT OF 1933
                                      FOR
                     10 5/8% SERIES A SENIOR NOTES DUE 2008
 
                           -------------------------
                                   

                                   
                                   PROSPECTUS
                                   

                                   
                           -------------------------
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>   148
 
 
                                   PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The General Corporation Law of Delaware, under which HORNBECK-LEEVAC is
incorporated, authorizes the indemnification of directors and officers under the
circumstances described below. To the extent a present or former director or
officer of HORNBECK-LEEVAC is successful on the merits or otherwise in defense
of any action, suit or proceeding described below, the General Corporation Law
of Delaware requires that such person be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by such person in connection
with such action, suit or proceeding. Article VIII of the Certificate of
Incorporation of HORNBECK-LEEVAC requires indemnification of its directors and
officers to the extent permitted by law. Section 6.10 of the bylaws of
HORNBECK-LEEVAC provides for, and sets forth the procedures for obtaining, such
indemnification. These provisions may be sufficiently broad to indemnify such
persons for liabilities under the Securities Act of 1933. In addition,
HORNBECK-LEEVAC maintains insurance which insures its directors and officers
against certain liabilities.
 
     The General Corporation Law of Delaware gives HORNBECK-LEEVAC the power to
indemnify each of its officers and directors against expenses, including
attorneys' fees, and judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with any action, suit or
proceeding by reason of such person being or having been a director, officer,
employee or agent of HORNBECK-LEEVAC, or of any other corporation, partnership,
joint venture, trust or other enterprise at the request of HORNBECK-LEEVAC. To
be entitled to such indemnification, such person must have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of HORNBECK-LEEVAC and, if a criminal proceeding, had no reasonable
cause to believe that the conduct was unlawful. The General Corporation Law of
Delaware also gives HORNBECK-LEEVAC the power to indemnify each of its officers
and directors against expenses, including attorneys' fees, actually and
reasonably incurred by such person in connection with the defense or settlement
of any action or suit by or in the right of HORNBECK-LEEVAC to procure a
judgment in its favor by reason of such person being or having been a director,
officer, employee or agent of HORNBECK-LEEVAC, or of any other corporation,
partnership, joint venture, trust or other enterprise at the request of
HORNBECK-LEEVAC, except that HORNBECK-LEEVAC may not indemnify such person with
respect to any claim, issue or matter as to which such person was adjudged to be
liable to HORNBECK-LEEVAC in the absence of a determination by the court that,
despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity. To be entitled to such indemnification, such person must
have acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of HORNBECK-LEEVAC.
 
ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) The following exhibits are filed herewith:
 

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<C>       <S>  <C>
   1.1    --   Purchase Agreement dated July 19, 2001 among the Company,
               RBC Dominion Securities Corporation and Merrill Lynch,
               Pierce, Fenner & Smith Incorporated.
   3.1    --   Restated Certificate of Incorporation of HORNBECK-LEEVAC
               Marine Services, Inc. filed with the Secretary of State of
               the State of Delaware on December 13, 1997.
   3.2    --   Certificate of Amendment of the Restated Certificate of
               Incorporation of HORNBECK-LEEVAC Marine Services, Inc. filed
               with the Secretary of State of Delaware on December 1, 1999.
   3.3    --   Certificate of Amendment of the Restated Certificate of
               Incorporation of HORNBECK-LEEVAC Marine Services, Inc. filed
               with the Secretary of State of the State of Delaware on
               October 23, 2000.
</Table>

 
                                       II-1

<PAGE>   149
 

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<C>       <S>  <C>
   3.4    --   Certificate of Correction to Certificate of Amendment of the
               Restated Certificate of Incorporation of HORNBECK-LEEVAC
               Marine Services, Inc. filed with the Secretary of State of
               the State of Delaware on November 14, 2000.
   3.5    --   Second Restated Bylaws of HORNBECK-LEEVAC Marine Services,
               Inc., adopted October 4, 2000.
   3.6    --   Certificate of Incorporation of HORNBECK-LEEVAC Marine
               Operators, Inc. filed with the Secretary of State of the
               State of Delaware on June 2, 1997.
   3.7    --   Certificate of Amendment of the Certificate of Incorporation
               of HORNBECK-LEEVAC Marine Operators, Inc. filed with the
               Secretary of State of the State of Delaware on December 1,
               1999.
   3.8    --   Bylaws of HORNBECK-LEEVAC Marine Operators, Inc. adopted
               June 5, 1997.
   3.9    --   Certificate of Incorporation of Hornbeck Offshore Services,
               Inc. filed with the Secretary of State of the State of
               Delaware on March 18, 1996.
   3.10   --   Amended and Restated Bylaws of Hornbeck Offshore Services,
               Inc., adopted February 27, 1998.
   3.11   --   Restated Articles of Incorporation of LEEVAC Marine, Inc.
               filed with the Secretary of State of the State of Louisiana
               on March 4, 1998.
   3.12   --   Amended and Restated Bylaws of LEEVAC Marine, Inc. adopted
               February 27, 1998.
   3.13   --   Articles of Incorporation of Energy Services Puerto Rico,
               Inc. filed with the Secretary of State of the State of
               Louisiana on February 10, 1999.
  *3.14   --   Bylaws of Energy Services Puerto Rico, Inc.
   4.1    --   Indenture dated as of July 24, 2001, between Wells Fargo
               Bank Minnesota, National Association (as Trustee) and the
               Company, including table of contents and cross-reference
               sheet.
   4.2    --   Specimen 10 5/8% Series A Senior Note due 2008.
   4.3    --   Specimen 10 5/8% Series A Regulation S Temporary Global Note
               due 2008.
   4.4    --   Specimen 10 5/8% Series B Senior Note due 2008.
   4.5    --   Registration Rights Agreement dated as of July 24, 2001
               among the Company, RBC Dominion Securities Corporation and
               Merrill Lynch, Pierce, Fenner & Smith Incorporated.
  *5.1    --   Legal Opinion of Winstead Sechrest & Minick P.C.
  *5.2    --   Legal Opinion of Burke & Mayer, A Professional Law
               Corporation.
  10.1    --   Employment Agreement dated effective January 1, 2001 by and
               between Christian G. Vaccari and the Company.
  10.2    --   Employment Agreement dated effective January 1, 2001 by and
               between Todd M. Hornbeck and the Company.
  10.3    --   Employment Agreement dated effective January 1, 2001 by and
               between Carl Annessa and the Company.
  10.4    --   Employment Agreement dated effective January 1, 2001 by and
               between Paul M. Ordogne and the Company.
  10.5    --   Employment Agreement dated effective January 1, 2001 by and
               between James O. Harp, Jr. and the Company.
  10.6    --   Incentive Compensation Plan.
  10.7    --   Amendment No. 1 to Incentive Compensation Plan.
  10.8    --   Asset Purchase Agreement dated as of May 31, 2001 among
               LEEVAC Marine, Inc., Hygrade Operators, Inc., Red Star
               Towing and Transportation Company, Inc., Sheridan Towing
               Co., Inc., R.S. Bushey & Sons, Inc., and Amerada Hess
               Corporation.
</Table>

 
                                       II-2

<PAGE>   150
 

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<C>       <S>  <C>
  10.9    --   Contract of Affreightment dated as of May 31, 2001 among
               LEEVAC Marine, Inc. and Amerada Hess Corporation (certain
               portions omitted based on a request for confidential
               treatment filed separately with the Commission).
  12      --   Calculation of Ratio of Earnings to Fixed Charges.
  21      --   Subsidiaries of HORNBECK-LEEVAC Marine Services, Inc.
 *23.1    --   Consent of Winstead Sechrest & Minick P.C.
 *23.2    --   Consent of Burke & Mayer, A Professional Law Corporation.
  23.3    --   Consent of Arthur Andersen L.L.P.
  24      --   Powers of Attorney(5).
  25      --   Statement of Eligibility of Wells Fargo Bank Minnesota,
               National Association.
  99.1    --   Form of Letter of Transmittal.
  99.2    --   Form of Notice of Guaranteed Delivery.
  99.3    --   Form of Letter to Registered Holders and Depository Trust
               Company Participants.
  99.4    --   Form of Letter to Clients, including Instructions to
               Registered Holder and/or Book Entry Transfer Participant
               from Beneficial Owner.
  99.5    --   Guidelines for Certificate of Taxpayer Identification Number
               on Substitute Form W-9.
</Table>

 
---------------
 
* To be filed by amendment.
 
     (b) Financial Statement Schedules.
 
        None.
 
ITEM 22.  UNDERTAKINGS
 
     (i) The undersigned co-registrants hereby undertake as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
 
     (ii) The co-registrants undertake that every prospectus (i) that is filed
pursuant to paragraph (i) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
     (iii) The undersigned co-registrants hereby undertake to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
 
     (iv) The undersigned co-registrants hereby undertake to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
 
                                       II-3

<PAGE>   151
 
     (v) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 above, or otherwise,
the co-registrants have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the co-registrants of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the co-registrants will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
 
                                       II-4

<PAGE>   152
 

                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on September 21, 2001.
 
                                          HORNBECK-LEEVAC MARINE SERVICES, INC.
 
                                          By:   /s/ CHRISTIAN G. VACCARI
                                            ------------------------------------
                                                    Christian G. Vaccari
                                                 Chairman of the Board and
                                                  Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 

<Table>
<Caption>
                   SIGNATURE                                   TITLE                       DATE
                   ---------                                   -----                       ----
<S>                                                <C>                              <C>
                   

                   
            /s/ CHRISTIAN G. VACCARI                 Chairman of the Board and      September 21, 2001
------------------------------------------------      Chief Executive Officer
             (Christian G. Vaccari)                (Principal Executive Officer)
                   

                   
 
              /s/ TODD M. HORNBECK                   President, Chief Operating     September 21, 2001
------------------------------------------------       Officer, Secretary and
               (Todd M. Hornbeck)                  Director (Principal Executive
                                                              Officer)
                   

                   
 
             /s/ JAMES O. HARP, JR.                   Vice President and Chief      September 21, 2001
------------------------------------------------    Financial Officer (Principal
              (James O. Harp, Jr.)                    Financial and Accounting
                                                              Officer)
                   

                   
 
              /s/ RICHARD W. CRYAR                            Director              September 21, 2001
------------------------------------------------
               (Richard W. Cryar)
                   

                   
 
             /s/ LARRY D. HORNBECK                            Director              September 21, 2001
------------------------------------------------
              (Larry D. Hornbeck)
                   

                   
 
               /s/ BRUCE W. HUNT                              Director              September 21, 2001
------------------------------------------------
                (Bruce W. Hunt)
                   

                   
 
              /s/ JESSE E. NEYMAN                             Director              September 21, 2001
------------------------------------------------
               (Jesse E. Neyman)
                   

                   
 
              /s/ ANDREW L. WAITE                             Director              September 21, 2001
------------------------------------------------
               (Andrew L. Waite)
</Table>

 
                                       II-5

<PAGE>   153
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on September 21, 2001.
 
                                          HORNBECK-LEEVAC MARINE OPERATORS, INC.
 
                                          By:   /s/ CHRISTIAN G. VACCARI
                                            ------------------------------------
                                                    Christian G. Vaccari
                                                 Chairman of the Board and
                                                  Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 

<Table>
<Caption>
                   SIGNATURE                                   TITLE                       DATE
                   ---------                                   -----                       ----
<S>                                                <C>                              <C>
                   

                   
            /s/ CHRISTIAN G. VACCARI                 Chairman of the Board and      September 21, 2001
------------------------------------------------      Chief Executive Officer
             (Christian G. Vaccari)                (Principal Executive Officer)
                   

                   
 
              /s/ TODD M. HORNBECK                   President, Chief Operating     September 21, 2001
------------------------------------------------       Officer, Secretary and
               (Todd M. Hornbeck)                  Director (Principal Executive
                                                              Officer)
                   

                   
 
             /s/ JAMES O. HARP, JR.                   Vice President and Chief      September 21, 2001
------------------------------------------------    Financial Officer (Principal
              (James O. Harp, Jr.)                    Financial and Accounting
                                                              Officer)
</Table>

 
                                       II-6

<PAGE>   154
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on September 21, 2001.
 
                                          HORNBECK OFFSHORE SERVICES, INC.
 
                                          BY:   /s/ CHRISTIAN G. VACCARI
                                            ------------------------------------
                                                    Christian G. Vaccari
                                                 Chairman of the Board and
                                                  Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 

<Table>
<Caption>
                           SIGNATURE                                  TITLE                     DATE
                           ---------                                  -----                     ----
<S>     <C>                                                <C>                           <C>
                /s/ CHRISTIAN G. VACCARI                    Chairman of the Board and    September 21, 2001
  ----------------------------------------------------       Chief Executive Officer
                 (Christian G. Vaccari)                       (Principal Executive
                                                                    Officer)
 
                  /s/ TODD M. HORNBECK                     President, Chief Operating    September 21, 2001
  ----------------------------------------------------       Officer, Secretary and
                   (Todd M. Hornbeck)                          Director (Principal
                                                               Executive Officer)
 
                 /s/ JAMES O. HARP, JR.                     Vice President and Chief     September 21, 2001
  ----------------------------------------------------          Financial Officer
                  (James O. Harp, Jr.)                      (Principal Financial and
                                                               Accounting Officer)
</Table>

 
                                       II-7

<PAGE>   155
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on September 21, 2001.
 
                                          LEEVAC MARINE, INC.
 
                                          BY:   /s/ CHRISTIAN G. VACCARI
                                            ------------------------------------
                                                    Christian G. Vaccari
                                                 Chairman of the Board and
                                                  Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 

<Table>
<Caption>
                           SIGNATURE                                  TITLE                     DATE
                           ---------                                  -----                     ----
<S>     <C>                                                <C>                           <C>
                /s/ CHRISTIAN G. VACCARI                    Chairman of the Board and    September 21, 2001
  ----------------------------------------------------       Chief Executive Officer
                 (Christian G. Vaccari)                       (Principal Executive
                                                                    Officer)
 
                  /s/ TODD M. HORNBECK                     President, Chief Operating    September 21, 2001
  ----------------------------------------------------       Officer, Secretary and
                   (Todd M. Hornbeck)                          Director (Principal
                                                               Executive Officer)
 
                 /s/ JAMES O. HARP, JR.                     Vice President and Chief     September 21, 2001
  ----------------------------------------------------          Financial Officer
                  (James O. Harp, Jr.)                      (Principal Financial and
                                                               Accounting Officer)
</Table>

 
                                       II-8

<PAGE>   156
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on September 21, 2001.
 
                                          ENERGY SERVICES PUERTO RICO, INC.
 
                                          By:   /s/ CHRISTIAN G. VACCARI
                                            ------------------------------------
                                                    Christian G. Vaccari
                                                 Chairman of the Board and
                                                  Chief Executive Officer
 

<Table>
<Caption>
               SIGNATURE                                TITLE                        DATE
               ---------                                -----                        ----
<C>     <C>                                <C>                                <S>
        /s/ CHRISTIAN G. VACCARI           Chairman of the Board and Chief    September 21, 2001
----------------------------------------     Executive Officer (Principal
         (Christian G. Vaccari)                   Executive Officer)

 
          /s/ TODD M. HORNBECK                President, Chief Operating      September 21, 2001
----------------------------------------   Officer, Secretary and Director
           (Todd M. Hornbeck)               (Principal Executive Officer)

 
         /s/ JAMES O. HARP, JR.                Vice President and Chief       September 21, 2001
----------------------------------------     Financial Officer (Principal
          (James O. Harp, Jr.)                 Financial and Accounting
                                                       Officer)
</Table>

 
                                       II-9

<PAGE>   157
 

                                 EXHIBIT INDEX
 

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<C>       <S>  <C>
   1.1    --   Purchase Agreement dated July 19, 2001 among the Company,
               RBC Dominion Securities Corporation and Merrill Lynch,
               Pierce, Fenner & Smith Incorporated.
   3.1    --   Restated Certificate of Incorporation of HORNBECK-LEEVAC
               Marine Services, Inc. filed with the Secretary of State of
               the State of Delaware on December 13, 1997.
   3.2    --   Certificate of Amendment of the Restated Certificate of
               Incorporation of HORNBECK-LEEVAC Marine Services, Inc. filed
               with the Secretary of State of Delaware on December 1, 1999.
   3.3    --   Certificate of Amendment of the Restated Certificate of
               Incorporation of HORNBECK-LEEVAC Marine Services, Inc. filed
               with the Secretary of State of the State of Delaware on
               October 23, 2000.
   3.4    --   Certificate of Correction to Certificate of Amendment of the
               Restated Certificate of Incorporation of HORNBECK-LEEVAC
               Marine Services, Inc. filed with the Secretary of State of
               the State of Delaware on November 14, 2000.
   3.5    --   Second Restated Bylaws of HORNBECK-LEEVAC Marine Services,
               Inc., adopted October 4, 2000.
   3.6    --   Certificate of Incorporation of HORNBECK-LEEVAC Marine
               Operators, Inc. filed with the Secretary of State of the
               State of Delaware on June 2, 1997.
   3.7    --   Certificate of Amendment of the Certificate of Incorporation
               of HORNBECK-LEEVAC Marine Operators, Inc. filed with the
               Secretary of State of the State of Delaware on December 1,
               1999.
   3.8    --   Bylaws of HORNBECK-LEEVAC Marine Operators, Inc. adopted
               June 5, 1997.
   3.9    --   Certificate of Incorporation of Hornbeck Offshore Services,
               Inc. filed with the Secretary of State of the State of
               Delaware on March 18, 1996.
   3.10   --   Amended and Restated Bylaws of Hornbeck Offshore Services,
               Inc., adopted February 27, 1998.
   3.11   --   Restated Articles of Incorporation of LEEVAC Marine, Inc.
               filed with the Secretary of State of the State of Louisiana
               on March 4, 1998.
   3.12   --   Amended and Restated Bylaws of LEEVAC Marine, Inc. adopted
               February 27, 1998.
   3.13   --   Articles of Incorporation of Energy Services Puerto Rico,
               Inc. filed with the Secretary of State of the State of
               Louisiana on February 10, 1999.
  *3.14   --   Bylaws of Energy Services Puerto Rico, Inc.
   4.1    --   Indenture dated as of July 24, 2001, between Wells Fargo
               Bank Minnesota, National Association (as Trustee) and the
               Company, including table of contents and cross-reference
               sheet.
   4.2    --   Specimen 10 5/8% Series A Senior Note due 2008.
   4.3    --   Specimen 10 5/8% Series A Regulation S Temporary Global Note
               due 2008.
   4.4    --   Specimen 10 5/8% Series B Senior Note due 2008.
   4.5    --   Registration Rights Agreement dated as of July 24, 2001
               among the Company, RBC Dominion Securities Corporation and
               Merrill Lynch, Pierce, Fenner & Smith Incorporated.
  *5.1    --   Legal Opinion of Winstead Sechrest & Minick P.C.
  *5.2    --   Legal Opinion of Burke & Mayer, A Professional Law
               Corporation.
  10.1    --   Employment Agreement dated effective January 1, 2001 by and
               between Christian G. Vaccari and the Company.
  10.2    --   Employment Agreement dated effective January 1, 2001 by and
               between Todd M. Hornbeck and the Company.
  10.3    --   Employment Agreement dated effective January 1, 2001 by and
               between Carl Annessa and the Company.
</Table>


<PAGE>   158

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<C>       <S>  <C>
  10.4    --   Employment Agreement dated effective January 1, 2001 by and
               between Paul M. Ordogne and the Company.
  10.5    --   Employment Agreement dated effective January 1, 2001 by and
               between James O. Harp, Jr. and the Company.
  10.6    --   Incentive Compensation Plan.
  10.7    --   Amendment No. 1 to Incentive Compensation Plan.
  10.8    --   Asset Purchase Agreement dated as of May 31, 2001 among
               LEEVAC Marine, Inc., Hygrade Operators, Inc., Red Star
               Towing and Transportation Company, Inc., Sheridan Towing
               Co., Inc., R.S. Bushey & Sons, Inc., and Amerada Hess
               Corporation.
  10.9    --   Contract of Affreightment dated as of May 31, 2001 among
               LEEVAC Marine, Inc. and Amerada Hess Corporation (certain
               portions omitted based on a request for confidential
               treatment and filed separately with the Commission).
  12      --   Calculation of Ratio of Earnings to Fixed Charges.
  21      --   Subsidiaries of HORNBECK-LEEVAC Marine Services, Inc..
 *23.1    --   Consent of Winstead Sechrest & Minick P.C.
 *23.2    --   Consent of Burke & Mayer, A Professional Law Corporation.
  23.3    --   Consent of Arthur Andersen L.L.P.
  24      --   Powers of Attorney(5).
  25      --   Statement of Eligibility of Wells Fargo Bank Minnesota,
               National Association.
  99.1    --   Form of Letter of Transmittal.
  99.2    --   Form of Notice of Guaranteed Delivery.
  99.3    --   Form of Letter to Registered Holders and Depository Trust
               Company Participants.
  99.4    --   Form of Letter to Clients, including Instructions to
               Registered Holder and/or Book Entry Transfer Participant
               from Beneficial Owner.
  99.5    --   Guidelines for Certificate of Taxpayer Identification Number
               on Substitute Form W-9.
</Table>

 
---------------
 
* To be filed by amendment.




<PAGE>   1
                                                                     EXHIBIT 1.1


                      HORNBECK-LEEVAC MARINE SERVICES, INC.

                   $175,000,000 10 5/8% SENIOR NOTES DUE 2008

                               PURCHASE AGREEMENT


                                                                   July 19, 2001


RBC DOMINION SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH
                  INCORPORATED
c/o RBC Dominion Securities Corporation
One Liberty Plaza
New York, New York 10016

Ladies and Gentlemen:

         HORNBECK-LEEVAC Marine Services, Inc., a Delaware corporation (the
"Company"), and the undersigned subsidiaries of the Company (the "Guarantors"),
hereby confirm their agreement with you (the "Initial Purchasers") as set forth
below.

         1. The Securities. On the basis of the representations, warranties,
agreements and covenants herein contained and subject to the terms and
conditions herein set forth, the Company shall issue and sell to the Initial
Purchasers an aggregate of $175,000,000 principal amount of its 10 5/8% Series A
Senior Notes due 2008 (the "Senior Notes"). The Senior Notes are to be issued
under an indenture (the "Indenture") to be dated as of the Closing Date (as
defined in Section 3 below) by and among the Company, the Guarantors and Wells
Fargo Bank Minnesota, National Association, as trustee (the "Trustee"). The
Guarantors will guarantee the Senior Notes on a senior unsecured basis (the
"Guarantees"). The
 Senior Notes and the Guarantees are sometimes referred to
herein collectively as the "Securities."

         The Securities are being offered and sold to the Initial Purchasers
without being registered under the United States Securities Act of 1933, as
amended (the "Act") in reliance on exemptions therefrom.

         In connection with the sale of the Securities, the Company has prepared
a preliminary offering memorandum dated July 2, 2001 (the "Preliminary
Memorandum"), and a final offering memorandum dated the date hereof (the "Final
Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein
being referred to as a "Memorandum"), setting forth or including, among other
things, a description of the terms of the Securities, the terms of the offering
of the Securities and a description of the business of the Company and any
material developments relating to the Company occurring after the date of the
most recent historical financial statements included therein.




<PAGE>   2

         The Initial Purchasers and their direct and indirect transferees of the
Securities will be entitled to the benefits of a Registration Rights Agreement
to be dated as of the Closing Date (the "Registration Rights Agreement"),
pursuant to which the Company and the Guarantors shall agree, among other
things, to file with the Securities and Exchange Commission (the "Commission"),
under the circumstances set forth therein, (i) a registration statement under
the Act (the "Exchange Offer Registration Statement") relating to $175,000,000
principal amount of 10 5/8% Series B Senior Notes due 2008 of the Company (the
"Exchange Notes") to be guaranteed by the Guarantors on a senior unsecured basis
and offered in exchange (the "Exchange Offer") for the Senior Notes, and (ii) as
and to the extent required by the Registration Rights Agreement, a shelf
registration statement pursuant to Rule 415 under the Act (the "Shelf
Registration Statement" and, together with the Exchange Offer Registration
Statement, the "Registration Statements"), relating to the resale by certain
holders of the Senior Notes, and to use their reasonable best efforts to cause
such Registration Statements to be declared effective. This Purchase Agreement
(this "Agreement"), the Securities, the Exchange Notes, the Indenture and the
Registration Rights Agreement are hereinafter referred to collectively as the
"Operative Documents."

         2. Representations and Warranties. The Company and the Guarantors
jointly and severally represent and warrant to and agree with the Initial
Purchasers that:

         (a) As of its date, the Preliminary Memorandum did not, and on the date
of this Agreement and on the Closing Date, the Final Memorandum does not and
will not, and any amendment or supplement thereto will not, contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, except that the representations and warranties set
forth in this Section 2(a) do not apply to statements or omissions made in
reliance upon and in conformity with information relating to the Initial
Purchasers finished to the Company in writing by any of the Initial Purchasers
expressly for use in the Final Memorandum or any amendment or supplement
thereto.

         (b) The Company has the authorized, issued and outstanding equity
capitalization as set forth in the Final Memorandum; each subsidiary, direct or
indirect, of the Company is listed on Exhibit A hereto (each, a "Subsidiary" and
collectively, the "Subsidiaries"); all of the outstanding shares of capital
stock of the Company, and all of the outstanding shares of capital stock of, or
other equity interests in, each of the Subsidiaries, have been duly authorized
and validly issued, are fully paid and non-assessable and were not issued in
violation of any preemptive or similar rights; except as set forth on Exhibit A
hereto, all of the outstanding shares of capital stock of, or other equity
interests in, each Subsidiary are owned by the Company, directly or indirectly
through one or more other Subsidiaries, free and clear of all liens,
encumbrances, other adverse claims or restrictions on transferability (other
than those imposed by the Act and the securities or "Blue Sky" laws of certain
jurisdictions) or voting, except as described in the Final Memorandum; and
except as set forth in the Final Memorandum, there are no outstanding (i)
options, warrants or other rights to purchase, (ii) agreements or other
obligations of the Company to issue or (iii) other rights to convert any
obligation into, or exchange any securities for, shares of capital stock of or
other equity interests in the Company or any of its Subsidiaries. Except for the
Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or
indirectly, any shares of capital stock or any other equity securities or has
any equity interest in any firm, partnership, joint venture or other entity.



                                       2

<PAGE>   3

         (c) Each of the Company and its Subsidiaries is duly incorporated (or
otherwise organized), validly existing and in good standing, as applicable,
under the laws of its jurisdiction of organization, with all requisite corporate
or similar power and authority to own its properties and to conduct its business
as now conducted and as described in the Final Memorandum; each of the Company
and its Subsidiaries is duly qualified to do business as a foreign corporation,
limited partnership or limited liability company (as the case may be) in good
standing, as applicable, in all other jurisdictions where the ownership or
leasing of its properties or the conduct of its business requires such
qualification, except where the failure to be so qualified or in good standing
would not, individually or in the aggregate, have a material adverse effect on
the business, condition (financial or otherwise), prospects or results of
operations of the Company and its Subsidiaries, taken as a whole (any such
event, a "Material Adverse Effect").

         (d) Each of the Company and the Guarantors has all requisite corporate
or similar power and authority to execute, deliver and perform its obligations
under this Agreement and the other Operative Documents to which it is a party
and to consummate the transactions contemplated hereby and thereby, including,
without limitation, the power and authority to issue, sell and deliver the
Securities as contemplated by this Agreement.

         (e) This Agreement has been duly and validly authorized, executed and
delivered by the Company and the Guarantors and is the legally valid and binding
agreement of each of the Company and the Guarantors, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer or conveyance, reorganization, moratorium and other similar
laws of general applicability relating to or affecting creditors' rights and to
general equity principles and except that rights to indemnification and
contribution thereunder may be, limited by federal or state securities laws or
public policy relating thereto.

         (f) The Senior Notes and the Guarantees have been duly and validly
authorized for issuance and sale to the Initial Purchasers by the Company and
the Guarantors, respectively, pursuant to this Agreement and, when each global
certificate representing the Senior Notes has been issued and authenticated in
accordance with the terms of the Indenture and delivered against payment
therefor in accordance with the terms hereof, the Senior Notes and the
Guarantees will be the legally valid and binding obligations of the Company and
the Guarantors, respectively, entitled to the benefits of the Indenture and
enforceable against them in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, fraudulent transfer or conveyance,
reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

         (g) The Exchange Notes and the related guarantees have been duly and
validly authorized for issuance by the Company and the Guarantors, respectively,
and, when the global certificate representing the Exchange Notes has been issued
and authenticated in accordance with the terms of the Indenture, the
Registration Rights Agreement and the Exchange Offer, the Exchange Notes and the
related guarantees will be the legally valid and binding obligations of the
Company and the Guarantors, respectively, entitled to the benefits of the
Indenture and enforceable against them in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, fraudulent transfer or
conveyance, reorganization, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.



                                       3

<PAGE>   4

         (h) The Indenture has been duly and validly authorized by the Company
and the Guarantors and, when duly executed and delivered by them (assuming the
due authorization, execution and delivery thereof by the Trustee), will be the
legally valid and binding agreement of each of the Company and the Guarantors,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.

         (i) The Registration Rights Agreement has been duly and validly
authorized by the Company and the Guarantors and, when duly executed and
delivered by them (assuming the due authorization, execution and delivery
thereof by the Initial Purchasers), will be the legally valid and binding
agreement of each of the Company and the Guarantors, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer or conveyance, reorganization, moratorium and other similar
laws of general applicability relating to or affecting creditors' rights and to
general equity principles and except that rights to indemnification and
contribution thereunder may be limited by federal or state securities laws or
public policy relating thereto.

         (j) Upon payment of outstanding bank indebtedness, which will be
accomplished on the Closing Date, no consent, waiver, approval, authorization or
order of or filing, registration, qualification, license or permit of or with
any court or governmental agency or body, or third party is required for the
issuance and sale by the Company and the Guarantors of the Securities to the
Initial Purchasers or the consummation by the Company and the Guarantors of each
of the other transactions contemplated hereby or by any of the other Operative
Documents, except, in each case, such as have been or, prior to the Closing
Date, will be obtained, and other than such as may be required under state
securities or "Blue Sky" laws in connection with the purchase and resale of the
Securities by the Initial Purchasers and the receipt by the Company and the
Guarantors of an order from the Commission declaring the Exchange Offer
Registration Statement and/or the Shelf Registration Statement effective.
Neither the Company nor any of its Subsidiaries is (A) in violation of its
charter or bylaws (or similar organizational document), (B) in breach or
violation of any statute (including, without limitation, the Foreign Corrupt
Practices Act), judgment, decree, order, rule or regulation applicable to any of
them or any of their respective properties or assets, except for any such breach
or violation which would be likely not to, individually or in the aggregate,
have a Material Adverse Effect, or (C) in breach of or default under (nor has
any event occurred which, with notice or passage of time or both, would
constitute a default under) or in violation of any of the terms or provisions of
any indenture, mortgage, deed of trust, loan agreement, note, lease, license,
permit, certificate, contract or other agreement or instrument to which any of
them is a party or to which any of them or their respective properties or assets
is subject (collectively, "Contracts"), except for any such breach, default,
violation or event which would not, individually or in the aggregate, have a
Material Adverse Effect.

         (k) The execution, delivery and performance by the Company and the
Guarantors of this Agreement and each of the other Operative Documents and the
consummation of the transactions contemplated hereby and thereby (including,
without limitation, the issuance and sale of the Securities to the Initial
Purchasers and the issuance of the Exchange Notes in the Exchange Offer), do not
and will not violate, conflict with or constitute or result in a breach of or a
default under (or constitute an event which with notice or passage of time or
both would constitute a default under) 



                                       4

<PAGE>   5

or cause an acceleration of any obligation under, or (except for the
transactions contemplated hereby) result in the imposition or creation of (or
the obligation to create or impose) any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof), on any properties or
assets of either the Company or any Subsidiary with respect to (A) the terms or
provisions of any Contract, except for any such conflict, breach, violation,
default or event which would not, individually or in the aggregate, have a
Material Adverse Effect, (B) the charter or bylaws (or similar organizational
document) of the Company or any of its Subsidiaries, or (C) (assuming compliance
with all applicable state securities or "Blue Sky" laws and assuming the
accuracy of the representations and warranties of the Initial Purchasers in
Section 8 hereof) any statute, judgment, decree, order, rule or regulation
applicable to the Company or any of its Subsidiaries or any of their respective
properties or assets, except for any such conflict, breach or violation which
would not, individually or in the aggregate, have a Material Adverse Effect.

         (l) Arthur Andersen LLP, who are reporting on the audited financial
statements of both the Company and the Spentonbush/Red Star Group included in
each Memorandum, are independent public accountants within the meaning of
Regulation S-X under the Act and the rules and regulations promulgated
thereunder. The audited financial statements of the Company and the
Spentonbush/Red Star Group and related notes thereto included in the Final
Memorandum present fairly in all material respects the consolidated financial
position of the Company and the Spentonbush/Red Star Group, respectively, as of
the dates indicated, and the consolidated results of their operations and cash
flows for the periods specified, in accordance with generally accepted
accounting principles in the United States ("GAAP") consistently applied
throughout such periods, except as otherwise stated therein. The summary and
selected historical financial and statistical data included in the Final
Memorandum present fairly in all material respects the information shown therein
and have been prepared and compiled on a basis consistent with the audited
financial statements of the Company included therein, except as stated therein.

         (m) Except as disclosed in the Final Memorandum, there is not pending
or, to the knowledge of the Company or any of the Guarantors, threatened any
action, suit, proceeding, inquiry or investigation to which the Company or any
of its Subsidiaries is a party, or to which the property or assets of the
Company or any of its Subsidiaries is subject, before or brought by any court,
arbitrator or governmental agency or body which (A) if determined adversely to
the Company or any of its Subsidiaries, would, individually or in the aggregate,
have a Material Adverse Effect, (B) seeks to restrain, enjoin, prevent the
consummation of or otherwise challenge the issuance or sale of the Securities to
be sold hereunder or the consummation of the other transactions described in the
Final Memorandum, or (C) would be required to be described in a prospectus
pursuant to the Act; and there are no material contracts or other documents
which would be required to be described in a prospectus pursuant to the Act that
are not described in the Final Memorandum.

         (n) Each of the Company and its Subsidiaries owns or possesses adequate
licenses or other rights to use all trademarks, service marks, trade names and
know-how necessary to conduct the businesses now or proposed to be operated by
it as described in the Final Memorandum, and neither the Company nor any of its
Subsidiaries has received any notice of conflict with (or knows of any such
conflict with) asserted rights of others with respect to any trademarks, service
marks, trade names or know-how which, if such assertion of conflict were
sustained, would, individually or in the aggregate, have a Material Adverse
Effect.



                                       5

<PAGE>   6

         (o) Each of the Company and its Subsidiaries possesses all licenses,
permits, certificates, consents, orders, approvals and other authorizations
from, and has made all declarations and filings with, all federal, state, local
and other governmental authorities, the American Bureau of Shipping and all
courts and other tribunals, including without limitation under any applicable
Environmental Laws (as defined below), currently required or necessary to own or
lease, as the case may be, and to operate its properties and to carry on its
business as now or proposed to be conducted as set forth in the Final Memorandum
("Permits"), except where the failure to obtain such Permits would not,
individually or in the aggregate, have a Material Adverse Effect; each of the
Company and its Subsidiaries has fulfilled and performed all of its obligations
with respect to such Permits and no event has occurred which allows, or after
notice or lapse of time would allow, revocation or termination thereof or
results in any other material impairment of the rights of the holder of any such
Permit, except where the failure to perform such obligations or the occurrence
of such event would not have a Material Adverse Effect; and neither the Company
nor any of its Subsidiaries has received any notice of any proceeding relating
to revocation or modification of any such Permit, except as described in the
Final Memorandum and except where such revocation or modification would not,
individually or in the aggregate, have a Material Adverse Effect.

         (p) Since the respective dates as to which information is given in the
Final Memorandum, except as described therein and except for the transactions
contemplated hereby, neither the Company nor any Subsidiary has incurred any
liabilities or obligations, direct or contingent (other than in the ordinary
course of business), that are material to the Company and its Subsidiaries,
taken as a whole, or entered into any transactions or contracts (written or
oral) not in the ordinary course of business that are material to the business,
condition (financial or other) or results of operations or prospects of the
Company and its Subsidiaries, taken as a whole; there has not been any adverse
change in the capital stock or long-term indebtedness of the Company or any
Subsidiary that is material to the business, condition (financial or other) or
results of operations or prospects of the Company and its Subsidiaries, taken as
a whole; and neither the Company nor any of its Subsidiaries has purchased any
of its outstanding capital stock (other than with respect to any Subsidiary, the
purchase of capital stock owned by the Company).

         (q) Each of the Company and its Subsidiaries has filed all necessary
federal, state and foreign income and franchise tax returns or has timely
requested extensions thereof and has paid all taxes shown as due thereon or made
adequate reserve or provision therefor; and other than tax deficiencies which
the Company or any Subsidiary of the Company is contesting in good faith and for
which the Company or such Subsidiary has provided adequate reserves, there is no
tax deficiency that has been asserted against the Company or any Subsidiary of
the Company that would, individually or in the aggregate, have a Material
Adverse Effect.

         (r) To the Company's knowledge, the statistical and market-related data
included in the Final Memorandum are based on or derived from sources which are
reliable and accurate.

         (s) Except as described in the Final Memorandum, each of the Company
and the Subsidiaries has good and marketable title to all real property and good
title to all barges, tugs and other vessels (collectively, "Vessels") and other
personal property described in the Final Memorandum as being owned by it and
good and marketable title to a leasehold estate in the real and personal
property described in the Final Memorandum as being leased by it, free and clear
of all liens, charges, encumbrances or restrictions with such exceptions as are
either described in the



                                       6

<PAGE>   7

Final Memorandum or are not material and do not interfere with the use made and
proposed to be made of such property by the Company or its Subsidiaries.

         (t) Except as described in the Final Memorandum or as would not,
individually or in the aggregate, have a Material Adverse Effect (A) each of the
Company and its Subsidiaries is in compliance with and not subject to any known
liability under applicable Environmental Laws (as defined below), (B) each of
the Company and its Subsidiaries has made all filings and provided all notices
required under any applicable Environmental Laws, and has, and is in compliance
with, all Permits required under any applicable Environmental Laws and each of
them is in full force and effect, (C) there is no civil, criminal or
administrative action, suit, demand, claim, hearing, notice of violation,
investigation, proceeding, notice or demand letter or request for information
pending or, to the knowledge of the Company and the Guarantors, threatened
against the Company or its Subsidiaries under any Environmental Law, (D) no
lien, charge, encumbrance or restriction has been recorded under any
Environmental Law with respect to any assets, facility or property owned,
operated, leased or controlled by the Company or any of its Subsidiaries, (E)
neither the Company nor any of its Subsidiaries has received notice that it has
been identified as a potentially responsible party under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), or any comparable state law, (F) no property or facility of the
Company or any of its Subsidiaries is (i) listed or, to the knowledge of the
Company and the Guarantors, proposed for listing on the National Priorities List
under CERCLA or (ii) listed in the Comprehensive Environmental Response,
Compensation, Liability Information System List promulgated pursuant to CERCLA,
or on any comparable list maintained by any state or local governmental
authority and (G) each Vessel complies with the Federal Water Pollution Control
Act, as amended, and has secured and carries on board a current U.S. Coast Guard
Certificate of Financial Responsibility (Water Pollution).

         For purposes of this Agreement, "Environmental Laws" means the common
law, all federal treaties and all applicable federal, state and local laws or
regulations, codes, orders, decrees, judgments or injunctions issued,
promulgated, approved or entered thereunder, relating to pollution or protection
of public or employee health and safety or the environment, including, without
limitation, laws relating to (i) emissions, discharges, releases or threatened
releases of hazardous materials into the environment (including, without
limitation, ambient air, surface water, ground water, sea water, land surface or
subsurface strata), (ii) the manufacture, processing, distribution, use,
generation, treatment, storage, disposal, transport or handling of hazardous
materials, and (iii) underground and above ground storage tanks and related
piping, and emissions, discharges, releases or threatened releases therefrom.

         (u) There is no strike, labor dispute, slowdown or work stoppage with
the employees of the Company or any of its Subsidiaries which is pending or, to
the knowledge of the Company, threatened. Neither the Company nor any Subsidiary
is a party to or has any obligation under any collective bargaining agreement or
other labor union contract, white paper or side agreement with any labor union
or organization. Except as described in the Final Memorandum, to the knowledge
of the Company and the Guarantors, no collective bargaining organizing
activities are taking place with respect to the Company or any of its
Subsidiaries. The Company has a policy on drug and alcohol abuse applicable to
each of the Vessels that meets or exceeds the standards contained in the current
edition of the Oil Companies International Marine Forum Guidelines for the
Control of Drugs and Alcohol Onboard Ship.



                                       7

<PAGE>   8

         (v) Each of the Company or its Subsidiaries carries insurance in such
amounts and covering such risks as in its determination is adequate for the
conduct of its business or the value of its properties.

         (w) None of the Company or its Subsidiaries has any liability for any
prohibited transaction or funding deficiency or any complete or partial
withdrawal liability with respect to any pension, profit sharing, 401(k) plan or
other plan which is subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), to which the Company or any Subsidiary makes or ever
has made a contribution and in which any employee of the Company or any
Subsidiary is or has ever been a participant, except for such liabilities which
would not, individually or in the aggregate, have a Material Adverse Effect.
With respect to such plans, the Company and each Subsidiary is in compliance in
all material respects with all applicable provisions of ERISA.

         (x) The Company is not, and after giving effect to the offering and
sale of the Senior Notes will not be, an "investment company," as such term is
defined in, and that is or is required to be registered under Section 8 of, the
Investment Company Act of 1940, as amended.

         (y) The Securities, the Exchange Notes, the Indenture and the
Registration Rights Agreement conform in all material respects to the
descriptions thereof in the Final Memorandum.

         (z) No holder of securities of the Company or any Subsidiary will be
entitled to have such securities registered under the Registration Statements
required to be filed by the Company pursuant to the Registration Rights
Agreement other than as expressly permitted thereby.

         (aa) Neither the Company, any of its affiliates (as defined in Rule 501
under the Act) nor any person acting on its behalf (excluding the Initial
Purchasers as to which no representation or warranty is made) has offered or
sold the Securities by means of any general solicitation or general advertising
within the meaning of Rule 502(c) under the Act or, with respect to Securities
sold outside the United States to non-U.S. persons (as defined in Rule 902 under
the Act), by means of any directed selling efforts within the meaning of Rule
902 under the Act, and the Company, any affiliate of the Company and any person
acting on its or their behalf (other than the Initial Purchasers) have complied
with and will implement the "offering restriction" within the meaning of Rule
902 under the Act.

         (bb) Except as disclosed in the Final Memorandum, within the six months
preceding the date hereof, neither the Company nor any other person acting on
behalf of the Company has offered or sold to any person any Securities, or any
securities of the same or a similar class as the Securities, other than
Securities offered or sold to the Initial Purchasers hereunder; and the Company
will take reasonable precautions designed to insure that any offer or sale,
direct or indirect, in the United States or to any U.S. person (as defined in
Rule 902 under the Act) of any Securities or any substantially similar security
issued by the Company, within six months subsequent to the date on which the
distribution of the Securities has been completed (as notified to the Company by
the Initial Purchasers), is made under restrictions and other circumstances
reasonably designed not to affect the status of the offer and sale of the
Securities in the United States and to U.S. persons contemplated by this
Agreement as transactions exempt from the registration provisions of the Act.



                                       8

<PAGE>   9

         (cc) When the Securities are issued and delivered pursuant to this
Agreement, the Securities will not be of the same class (within the meaning of
Rule 144A under the Act) as any other securities of the Company or any
Subsidiary of the Company that are listed on a national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934, as amended
("Exchange Act") or that are quoted in a United States automated inter-dealer
quotation system.

         (dd) Assuming the accuracy of the representations and warranties of the
Initial Purchasers in Section 8 hereof, it is not necessary in connection with
the offer, sale and delivery of the Securities to the Initial Purchasers in the
manner contemplated by this Agreement to register any of the Securities under
the Act or to qualify the Indenture under the Trust Indenture Act of 1939, as
amended (the "TIA").

         (ee) The Company and each of its Subsidiaries is a "citizen of the
United States" within the meaning of that term under Section 2 of the Shipping
Act of 1916, as amended.

         (ff) The Company is, and immediately after the Closing Date will be,
Solvent. As used herein, the term "Solvent" means, with respect to the Company
on a particular date, that on such date (A) the fair market value of the assets
of the Company is greater than the total amount of liabilities (including
contingent liabilities) of the Company, (B) the present fair salable value of
the assets of the Company is greater than the amount that will be required to
pay the probable liabilities of the Company on its debts as they become absolute
and matured, (C) the Company is able to realize upon its assets and pay its
debts and other liabilities, including contingent obligations, as they mature,
and (D) the Company does not have unreasonably small capital.

         (gg) Neither the Company, any of its Subsidiaries, nor any of its
officers, directors or controlling persons has taken, directly or indirectly,
any action designed to cause or to result in, or that has constituted or which
could reasonably be expected to constitute, the stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the
Securities.

         Any certificate signed by any officer of the Company or any of the
Guarantors and delivered to the Initial Purchasers or to counsel for the Initial
Purchasers shall be deemed a representation and warranty by the Company and the
Guarantors to the Initial Purchasers as to the matters covered thereby.

         3. Purchase, Sale and Delivery of the Securities. On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell to the Initial Purchasers, and each Initial Purchaser severally
agrees to purchase from the Company, that principal amount of Senior Notes as is
set forth opposite such Initial Purchaser's name on Schedule I hereto at 95.193%
of their principal amount, plus accrued and unpaid interest thereon, if any,
from July 24, 2001. One or more certificates in definitive global form for the
Securities that the Initial Purchasers have agreed to purchase hereunder, with
Securities to be sold pursuant to Rule 144A under the Act to be represented by a
different global certificate than the global certificate representing any
Securities to be sold pursuant to Regulation S under the Act, shall be delivered
by or on behalf of the Company to the Initial Purchasers through the facilities
of The Depository Trust Company ("DTC") against payment by or on behalf of the
Initial Purchasers of the purchase price therefor in United States dollars, by



                                       9

<PAGE>   10

wire transfer (immediately available funds) to such bank account or accounts in
the United States as the Company shall specify prior to the Closing Date. Such
delivery of and payment for the Securities shall be made at 10:00 a.m., New York
time, on July 24, 2001, at Winstead Sechrest & Minick P.C., 910 Travis, Suite
2400, Houston, Texas 77002, or at such other place, time or date as the Initial
Purchasers, on the one hand, and the Company, on the other hand, may agree upon,
such time and date of delivery against payment being herein referred to as the
"Closing Date." The global Securities in book-entry form will be deposited on
the Closing Date, by or on behalf of the Company, with the Trustee as custodian
for DTC, and registered in the name of Cede & Co.

         4. Offering by the Initial Purchasers. The Initial Purchasers propose
to make an offering of the Securities at the price and upon the terms set forth
in the Final Memorandum, as soon as practicable after this Agreement is entered
into and as in the judgment of the Initial Purchasers is advisable.

         5. Covenants of the Company. The Company covenants and agrees with the
Initial Purchasers that:

         (a) The Company shall not make any amendment or supplement to the Final
Memorandum of which the Initial Purchasers shall not previously have been
advised and furnished a copy for a reasonable period of time prior to the
proposed amendment or supplement and as to which the Initial Purchasers shall
not have given their consent. The Company shall promptly, upon the reasonable
request of the Initial Purchasers, make any amendments or supplements to the
Final Memorandum that may be necessary or advisable in connection with the
resale of the Securities by the Initial Purchasers.

         (b) The Company shall cooperate with the Initial Purchasers in
arranging for the qualification of the Securities for offering and sale under
the securities or "Blue Sky" laws of such jurisdictions as the Initial
Purchasers may reasonably designate and shall continue such qualifications in
effect for as long as may be necessary to complete the resale of the Securities;
provided, however, that in connection therewith, the Company shall not be
required to qualify as a foreign corporation or to execute a general consent to
service of process in any jurisdiction or subject itself to taxation in excess
of a nominal dollar amount in any such jurisdiction where it is not then so
subject.

         (c) If, at any time prior to the earlier of (1) consummation of the
exchange offer and (2) completion of the initial resale by the Initial
Purchasers of the Securities to persons other than affiliates of the Initial
Purchasers (as determined by the Initial Purchasers), any event occurs as a
result of which it is necessary, in the reasonable opinion of any of the
Company, its counsel, the Initial Purchasers or counsel for the Initial
Purchasers, to amend or supplement the Final Memorandum in order that the Final
Memorandum does not include any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or to comply with
applicable law, the Company will promptly prepare an amendment or supplement to
the Final Memorandum (in form and substance reasonably satisfactory to counsel
for the Initial Purchasers) so that, as so amended or supplemented, the Final
Memorandum does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or to effect such
compliance with applicable law.



                                       10

<PAGE>   11

         (d) The Company will, without charge, provide to the Initial Purchasers
and to counsel for the Initial Purchasers as many copies of the Final Memorandum
or any amendment or supplement thereto as the Initial Purchasers may reasonably
request.

         (e) The Company will apply the net proceeds from this offering as set
forth under "Use of Proceeds" in the Final Memorandum.

         (f) For so long as any of the Securities remain outstanding, the
Company will furnish to the Initial Purchasers copies of all reports and other
communications (financial or otherwise) furnished by the Company to the Trustee
or to the holders of the Senior Notes and, as soon as available, copies of any
reports or financial statements furnished to or filed by the Company with the
Securities and Exchange Commission (the "Commission") or any U.S. national
securities exchange on which any class of securities of the Company may be
listed.

         (g) Prior to the Closing Date, the Company will furnish to the Initial
Purchasers, as soon as they have been prepared, if at all, a copy of any
unaudited interim financial statements of the Company for any period subsequent
to the period covered by the most recent financial statements appearing in the
Final Memorandum.

         (h) Neither the Company nor any of its affiliates will sell, offer for
sale or solicit offers to buy or otherwise negotiate in respect of any
"security" (as defined in the Act) which could be integrated with the sale of
the Securities in a manner which would require the registration under the Act of
the Securities.

         (i) Neither the Company, any of its affiliates (as defined in Rule 501
under the Act) nor any person acting on its behalf (excluding the Initial
Purchasers) will offer or sell the Securities by means of any general
solicitation or general advertising within the meaning of Rule 502(c) under the
Act or, with respect to Securities sold outside the United States to non-U.S.
persons (as defined in Rule 902 under the Act), by means of any directed selling
efforts within the meaning of Rule 902 under the Act.

         (j) For so long as any of the Securities remain outstanding, the
Company will make available, upon request, to any seller or prospective
purchaser designated by such seller of such Securities the information specified
in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section
13 or 15(d) of the Exchange Act.

         (k) The Company will (i) cooperate with the Initial Purchasers in their
efforts to permit the Securities to be designated PORTAL securities in
accordance with the rules and regulations adopted by the NASD relating to
trading in The Portal Market and (ii) use its reasonable best efforts to permit
the Securities to be eligible for clearance and settlement through DTC,
including preparation and filing with DTC of a Letter of Representations signed
by the Company and the Trustee.

         (l) The Company shall use its reasonable best efforts to do and
perform, or to cause the Guarantors to do and perform, all things required or
necessary to be done and performed under this Agreement by the Company or any
Guarantor prior to the Closing Date and to satisfy all conditions precedent to
the delivery of the Securities.



                                       11

<PAGE>   12

         6. Expenses. The Company and each of the Guarantors jointly and
severally agree to pay all costs and expenses incident to the performance of
their obligations under this Agreement, whether or not the transactions
contemplated herein are consummated or this Agreement is terminated pursuant to
Section 11 hereof, including all costs and expenses incident to (i) the
printing, word processing or other production of documents with respect to the
transactions contemplated hereby, including any costs of printing the
Preliminary Memorandum and the Final Memorandum and any amendment or supplement
thereto, (ii) all arrangements relating to the delivery to the Initial
Purchasers of copies of the foregoing documents, (iii) the fees and
disbursements of the counsel, the accountants and any other experts or advisors
retained by the Company, (iv) preparation, issuance and delivery to the Initial
Purchasers of the Securities, (v) the qualification of the Securities under
state securities and "Blue Sky" laws, including filing fees and reasonable fees
and disbursements of counsel incurred by the Initial Purchasers relating
thereto, (vi) expenses in connection with any meetings with prospective
investors in the Securities, including "road show" expenses but excluding air
transportation expenses, which shall be paid 50% by the Initial Purchasers and
50% by the Company, (vii) fees and expenses incurred by the Trustee and
reasonable fees and expenses incurred by its counsel, (viii) all expenses and
listing fees incurred in connection with the application for quotation of the
Securities on The Portal Market, and (ix) all fees charged by investment rating
agencies for the rating of the Securities. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 7 hereof is not satisfied,
because this Agreement is terminated or because of any failure, refusal or
inability on the part of the Company or any Guarantor to perform all obligations
and satisfy all conditions on its part to be performed or satisfied hereunder
(other than solely by reason of a default by an Initial Purchaser on its
obligations hereunder after all conditions hereunder have been satisfied in
accordance herewith, in which event neither the Company nor the Guarantors shall
have any obligation to reimburse the Initial Purchasers for the out-of-pocket
expenses of the Initial Purchasers indicated below), the Company and each of the
Guarantors jointly and severally agree to promptly reimburse the Initial
Purchasers upon demand for all reasonable out-of-pocket expenses (including
reasonable fees, disbursements and charges of Vinson & Elkins L.L.P., counsel
for the Initial Purchasers) that shall have been incurred by the Initial
Purchasers in connection with the proposed purchase and sale of the Securities.
Neither the Company nor any of the Guarantors shall be liable to the Initial
Purchasers for loss of contemplated profits from the transactions covered by
this Agreement. Other than as set forth in this Section 6, each of the parties
hereto shall bear all out-of-pocket costs and expenses incurred by it.

         7. Conditions of the Initial Purchasers' Obligations. The obligation of
the Initial Purchasers to purchase and pay for the Securities shall, in their
sole discretion, be subject to the satisfaction or waiver of the following
conditions on or prior to the Closing Date:

         (a) On the Closing Date, the Initial Purchasers shall have received the
opinion, dated as of the Closing Date and addressed to the Initial Purchasers,
of Winstead Sechrest & Minick P.C., counsel for the Company, substantially in
the form set forth in Exhibit B. In rendering such opinion, Winstead Sechrest &
Minick P.C. may assume that the laws of the State of New York are the same as
the laws of the State of Texas and may rely, as to all matters not governed by
the laws of the State of Texas, the Delaware General Corporation Law or the
federal law of the United States, upon opinions of other counsel reasonably
satisfactory to the Initial Purchasers. Such counsel may also state that insofar
as such opinion involves factual matters, they have relied, to the extent they



                                       12

<PAGE>   13

deemed proper, upon certificates of officers of the Company or any Guarantor and
certificates of public officials.

         (b) On the Closing Date, the Initial Purchasers shall have received the
opinion, in form and substance satisfactory to the Initial Purchasers, dated as
of the Closing Date and addressed to the Initial Purchasers, of Vinson & Elkins
L.L.P., counsel for the Initial Purchasers, with respect to certain legal
matters relating to this Agreement and such other related matters as the Initial
Purchasers may require. In rendering such opinion, Vinson & Elkins L.L.P. may
rely, as to all matters not governed by the laws of the State of Texas or the
State of New York, the Delaware General Corporation Law or the federal law of
the United States, upon opinions of other counsel reasonably satisfactory to the
Initial Purchasers. Such counsel may also state that insofar as such opinion
involves factual matters, they have relied, to the extent they deemed proper,
upon certificates of officers of the Company or any Guarantor and certificates
of public officials.

         (c) The Initial Purchasers shall have received from Arthur Andersen LLP
one or more comfort letters dated the date hereof and dated as of the closing
date, in form and substance satisfactory to the Initial Purchasers.

         (d) The representations and warranties of the Company and the
Guarantors contained in this Agreement shall be true and correct in all material
respects on and as of the date hereof and on and as of the Closing Date as if
made on and as of the Closing Date (except for the representations and
warranties which were true and correct as of a certain specified date which
shall continue to be true and correct as of such date); the statements of the
Company's or any Guarantor's officers made pursuant to any certificate delivered
in accordance with the provisions hereof shall be true and correct in all
material respects on and as of the date made and on and as of the Closing Date;
each of the Company and the Guarantors shall have complied in all material
respects with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date; and, except as
described in the Final Memorandum (exclusive of any amendment or supplement
thereto after the date hereof), subsequent to the date of the most recent
financial statements in such Final Memorandum, there shall have been no
development that, singly or in the aggregate, is reasonably likely to have a
Material Adverse Effect.

         (e) The sale of the Securities hereunder shall not be enjoined
(temporarily or permanently) on the Closing Date.

         (f) Subsequent to the date of the most recent financial statements in
the Final Memorandum (exclusive of any amendment or supplement thereto after the
date hereof), other than as described in such Final Memorandum or contemplated
hereby, neither the Company nor any Subsidiary shall have incurred any
liabilities or obligations, direct or contingent (other than in the ordinary
course of business), that are material to the Company and its Subsidiaries,
taken as a whole, or entered into any transactions or contracts (written or
oral) not in the ordinary course of business that are material to the business,
condition (financial or other) or results of operations or prospects of the
Company and its Subsidiaries, taken as a whole; there shall not have been any
adverse change in the capital stock or long-term indebtedness of the Company or
any Subsidiary that is material to the business, condition (financial or other)
or results of operations or prospects of the Company and its Subsidiaries, taken
as a whole; and neither the Company nor any of its Subsidiaries shall have



                                       13

<PAGE>   14

purchased any of its outstanding capital stock (other than with respect to any
Subsidiary, the purchase of capital stock owned by the Company).

         (g) Subsequent to the date of the most recent financial statements in
the Final Memorandum (exclusive of any amendment or supplement thereto after the
date hereof), neither the Company nor any of its Subsidiaries shall have
sustained any loss or interference with respect to its businesses or properties
from fire, flood, hurricane, accident or other calamity, whether or not covered
by insurance, or from any strike, labor dispute, slow down or work stoppage or
any legal or governmental proceeding, which loss or interference, would have a
Material Adverse Effect, nor shall there have been any material adverse change,
or any development which may reasonably be expected to involve a material
adverse change, in the properties, business, results of operations, condition
(financial or otherwise), operations or prospects of the Company and its
Subsidiaries taken as a whole (any such event, a "Material Adverse Change"), or
any event or development involving or reasonably likely to cause or result in a
Material Adverse Effect (including without limitation a change in management or
control of the Company), except in each case as described in the Final
Memorandum (exclusive of any amendment or supplement thereto).

         (h) The Initial Purchasers shall have received a certificate of the
Company, dated the Closing Date, signed on behalf of the Company by its Chief
Executive Officer and its Chief Financial Officer, to the effect that:

                  (i) the representations and warranties of the Company and the
Guarantors contained in this Agreement are true and correct in all material
respects as of the date hereof and as of the Closing Date (except for the
representations and warranties which were true and correct as of a certain
specified date which shall continue to be true and correct as of such date), and
each of the Company and the Guarantors has performed all covenants and
agreements and satisfied hereunder all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date;

                  (ii) at the Closing Date, since the date hereof or since the
date of the most recent financial statements in the Final Memorandum (exclusive
of any amendment or supplement thereto after the date hereof), no event or
events have occurred, no information has become known nor does any condition
exist that, individually or in the aggregate, would have a Material Adverse
Effect;

                  (iii) since the date hereof or since the date of the most
recent financial statements in the Final Memorandum (exclusive of any amendment
or supplement thereto after the date hereof), other than as described in the
Final Memorandum or contemplated hereby, neither the Company nor any Subsidiary
has incurred any liabilities or obligations, direct or contingent (other than in
the ordinary course of business), that are material to the Company and its
Subsidiaries, taken as a whole, or entered into any transactions or contracts
(written or oral) not in the ordinary course of business that are material to
the business, condition (financial or other) or results of operations or
prospects of the Company and its Subsidiaries, taken as a whole; there has not
been any change in the capital stock or long-term indebtedness of the Company or
any Subsidiary that is material to the business, condition (financial or other)
or results of operations or prospects of the Company and its Subsidiaries, taken
as a whole; and neither the Company nor any of its Subsidiaries has purchased
any of its outstanding capital stock (other than with respect to any Subsidiary,
the purchase of capital stock owned by the Company).



                                       14

<PAGE>   15

                  (iv) the sale of the Securities hereunder has not been
enjoined (temporarily or permanently).

         (i) On the Closing Date, the Initial Purchasers shall have received a
counterpart, as executed, of the Indenture which shall have been entered into by
the Company, the Guarantors and the Trustee.

         (j) On the Closing Date, the Initial Purchasers shall have received the
Registration Rights Agreement duly executed by the Company and the Guarantors.

         (k) At the Closing Date, the Securities shall be rated at least B1 by
Moody's Investors Service, Inc. and B+ by Standard & Poor's.

         (l) At the Closing Date, the Securities shall have been designated for
trading on The Portal Market and cleared for settlement at DTC.

         On or before the Closing Date, the Initial Purchasers and counsel for
the Initial Purchasers shall have received such further documents, opinions,
certificates, letters and schedules or instruments relating to the business,
corporate, legal and financial affairs of the Company and the Guarantors as they
shall have heretofore reasonably requested from the Company.

         All such documents, opinions, certificates, letters, schedules or
instruments delivered pursuant to this Agreement will comply with the provisions
hereof only if they are reasonably satisfactory in all material respects to the
Initial Purchasers and counsel for the Initial Purchasers. The Company shall
furnish to the Initial Purchasers such conformed copies of such documents,
opinions, certificates, letters, schedules and instruments in such quantities as
the Initial Purchasers shall reasonably request.

         8. Representations and Warranties by the Initial Purchasers. Each of
the Initial Purchasers represents and warrants that it has duly authorized,
executed and delivered this Agreement. Each of the Initial Purchasers hereby
acknowledges that the Securities have not been registered under the Act; they
are being offered and sold pursuant to an exemption from registration contained
in the Act based in part on such Initial Purchaser's representations contained
in this Agreement, including, without limitation, the following: it has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company; it
acknowledges that it must bear the economic risk of this investment indefinitely
unless the Securities are registered under the Act or an exemption from
registration is available; it is an "accredited investor" within the meaning of
Rule 501(a) promulgated under the Act and a qualified institutional buyer
("QIB"); it has received and read the Final Memorandum, in particular the
information set forth in the sections entitled "Forward-Looking Statements,"
"Risk Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Investor Representations," and has had an
opportunity to discuss the Company's business, management and financial affairs
with directors, officers and other management of the Company and its
Subsidiaries and ask questions of, and receive answers from, the Company and its
management regarding the terms and conditions of its investment in the Company.
Each of the Initial Purchasers agrees with the Company that (a) neither it, any
of its affiliates (as defined in Rule 501 under the Act) nor any



                                       15

<PAGE>   16

person acting on its behalf has offered or sold or will offer or sell the
Securities by means of any general solicitation or general advertising within
the meaning of Rule 502(c) under the Act or, with respect to Securities sold
outside the United States to non-U.S. persons (as defined in Rule 902 under the
Act), by means of any directed selling efforts within the meaning of Rule 902
under the Act, or in any manner involving a public offering within the meaning
of Section 4(2) of the Act and the rules and regulations promulgated thereunder,
and (b) it has and will solicit offers for the Securities only from, and will
offer the Securities only to (A) in the case of offers inside the United States
or to U.S. persons, persons whom such Initial Purchaser reasonably believes to
be QIBs, if any such person is buying for one or more institutional accounts for
which such person is acting as fiduciary or agent, only when such person has
represented to such Initial Purchaser that each such account is a QIB, to whom
notice has been given that such sale or delivery is being made in reliance on
Rule 144A under the Act, and, in each case, in transactions under Rule 144A and
(B) in the case of offers outside the United States, persons other than U.S.
persons ("foreign purchaser"), which term shall include dealers or other
professional fiduciaries in the United States acting on a discretionary basis
for foreign beneficial owners (other than an estate or trust) in offshore
transactions within the meaning of Rule 902 under the Act; provided, however,
that, in the case of this clause (b), in purchasing such Securities, such
persons are deemed to have represented and agreed as provided under the caption
"Investor Representations" contained in the Final Memorandum. Each of the
Initial Purchasers acknowledges and agrees that, except as permitted by this
Agreement, it will not offer, sell or deliver any Securities (i) as part of the
distribution at any time or (ii) otherwise until 40 days (or such longer period
as may be provided under Regulation S, as amended) after the later of the
commencement of the offering of the Securities and the original issue date of
the Senior Notes, within the United States or to, or for the account or benefit
of, U.S. persons, and in any case only in accordance with Rule 903 under the
Act, and that it will send to each dealer or other person receiving a selling
concession, fee or other remuneration to which it sells Securities in reliance
on Regulation S during the restricted period a confirmation or other notice
setting forth the restrictions on offers and sales of the Securities within the
United States or to, or for the account or benefit of, U.S. persons (terms used
in this paragraph having the meanings given to them by Regulation S under the
Act). Each of the Initial Purchasers further represents, warrants and agrees
that (i) it has not offered or sold, and prior to the date six months after the
date of issue of the Securities, will not offer or sell, any Securities to
persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, (ii) it has complied, and will comply, with all
applicable provisions of the Financial Services Act 1986 of Great Britain with
respect to anything done by it in relation to the Securities in, from or
otherwise involving the United Kingdom, and (iii) it has only issued or passed
on, and will only issue or pass on, in the United Kingdom, any document received
by it in connection with the issuance of the Securities to a person who is of a
kind described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 of Great Britain or is a person to whom
the document may otherwise lawfully be issued or passed on. Each of the Initial
Purchasers agrees that it will not offer, sell or deliver any of the Securities
in any jurisdiction outside the United States, its territories and possessions
except under circumstances that will result in compliance with the provisions of
Regulation S promulgated under the Act and the applicable laws of such
jurisdiction, and that it will take at its own risk and expense whatever action
is required to permit its purchase and resale of the Securities in such
jurisdictions. Each of the Initial 



                                       16

<PAGE>   17

Purchasers agrees not to cause any advertisement of the Securities to be
published in any newspaper or periodical or posted in any public place and not
to issue any circular relating to the Securities, except in any such case with
the consent of the Company. Each of the Initial Purchasers agrees to send and
give a copy of the Final Memorandum (as the same may be supplemented or amended)
to each purchaser of the Senior Notes at or prior to the written confirmation of
the sale of the Senior Notes to such person.

         9. Indemnification and Contribution.

         (a) The Company and each of the Guarantors shall jointly and severally
indemnify and hold harmless each Initial Purchaser, its officers, employees,
representatives and agents and each person, if any, who controls any Initial
Purchaser within the meaning of the Act or the Exchange Act (collectively the
"Initial Purchaser Indemnified Parties" and, each an "Initial Purchaser
Indemnified Party") against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which that Initial Purchaser
Indemnified Party may become subject, under the Act, the Exchange Act, any other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such loss, claim, damage, liability or action arises out of or is
based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in any Memorandum or in any amendment or supplement thereto or
(ii) the omission or alleged omission to state in any Memorandum or in any
amendment or supplement thereto a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and shall reimburse each Initial Purchaser Indemnified Party
promptly upon demand for any legal or other expenses reasonably incurred by that
Initial Purchaser Indemnified Party in connection with investigating or
preparing to defend or defending against or appearing as a third party witness
in connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company and the Guarantors
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of or is based upon an untrue statement
or alleged untrue statement in or omission or alleged omission from a Memorandum
or any such amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any Initial
Purchaser specifically for use therein, which information the parties hereto
agree is limited to that information specified as being provided by the Initial
Purchasers in Section 12 hereof. This indemnity agreement is not exclusive and
will be in addition to any liability that the Company and the Guarantors may
otherwise have and shall not limit any rights or remedies which may otherwise be
available at law or in equity to the Initial Purchaser Indemnified Parties.

         (b) Each Initial Purchaser, severally and not jointly, shall indemnify
and hold harmless the Company, each Guarantor, their respective officers,
employees, representatives and agents, each of their respective directors and
each person, if any, who controls the Company within the meaning of the Act or
the Exchange Act (collectively the "Company Indemnified Parties" and each a
"Company Indemnified Party") against any loss, claim, damage or liability, joint
or several, or any action in respect thereof, to which the Company Indemnified
Parties may become subject, under the Act, the Exchange Act, any other federal
or state statutory law or regulation, at common law or otherwise, insofar as
such loss, claim, damage, liability or action arises out of or is based upon (i)
any untrue statement or alleged untrue statement of a material fact contained in
any Memorandum or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein 



                                       17

<PAGE>   18

a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of that Initial Purchaser
specifically for use therein, and shall reimburse the Company Indemnified
Parties for any legal or other expenses reasonably incurred by such parties in
connection with investigating or preparing to defend or defending against or
appearing as third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided that the
parties hereto hereby agree that such written information provided by the
Initial Purchasers consists solely of the information identified as such in
Section 12 hereto. This indemnity agreement is not exclusive and will be in
addition to any liability that the Initial Purchasers might otherwise have and
shall not limit any rights or remedies which may otherwise be available at law
or in equity to the Company Indemnified Parties.

         (c) Promptly after receipt by an indemnified party under this Section 9
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 9 except to the extent it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and, provided, further, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have to an
indemnified party otherwise than under this Section 9. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
any indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
employment thereof has been specifically authorized by the indemnifying party in
writing, (ii) such indemnified party shall have been advised by its counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party and in the reasonable
judgment of its counsel it is advisable for such indemnified party to employ
separate counsel, (iii) a conflict or potential conflict exists (based upon
advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party or (iv) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to local counsel) at any
time for all such indemnified parties, which firm shall 



                                       18

<PAGE>   19

be designated in writing by RBC Dominion Securities Corporation, if the
indemnified parties under this Section 9 consist of any Initial Purchaser
Indemnified Party, or by the Company, if the indemnified parties under this
Section 9 consist of any Company Indemnified Parties. Each indemnified party, as
a condition of the indemnity agreements contained in Section 9(a) and 9(b),
shall use all reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. Subject to the provisions of Section 9(d)
below, no indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceedings.

         (d) If at any time an indemnified party shall have requested that an
indemnifying party reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by this Section 9 effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the request for reimbursement, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

         (e) If the indemnification provided for in this Section 9 is
unavailable or insufficient to hold harmless an indemnified party under Section
9(a) or 9(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Company and the Guarantors on the one hand and the
Initial Purchasers on the other from the offering of the Securities or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Guarantors on the one hand and the Initial Purchasers on the other with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Guarantors on the one hand and the Initial Purchasers on the other with respect
to such offering shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Securities purchased under this Agreement
(before deducting expenses) received by the Company bear to the total discounts
and commissions received by the Initial Purchasers with respect to the
Securities purchased under this Agreement, in each case as set forth in the
table on the cover page of the Final Memorandum. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or any of the
Guarantors on the one hand or the Initial Purchasers on the other, the intent of
the parties and their relative knowledge, access to information 



                                       19

<PAGE>   20

Purchasers understands that no action has been taken to permit a public
offering of the Securities in any jurisdiction within or without the United
States where action would be required for such purpose. Each of the Initial and
opportunity to correct or prevent such untrue statement or omission; provided
that the parties hereto agree that the written information furnished to the
Company by the Initial Purchasers for use in the Memorandum consists solely of
the information identified as such in Section 12 hereof. The Company, the
Guarantors and the Initial Purchasers agree that it would not be just and
equitable if contributions pursuant to this Section 9(e) were to be determined
by pro rata allocation (even if the Initial Purchasers were treated as one
entity for such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section
9(e) shall be deemed to include, for purposes of this Section 9(e), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 9(e), no Initial Purchaser shall be required to
contribute any amount in excess of the total discounts, commissions and other
compensation received by such Initial Purchaser under this Agreement less the
amount of any damages which such Initial Purchaser has otherwise paid or become
liable to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The Initial
Purchasers' obligations to contribute as provided in this Section 9(e) are
several in proportion to their respective underwriting obligations and not
joint.

         10. Survival Clause. The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Company and the
Guarantors, their respective officers and the Initial Purchasers set forth in
this Agreement or made by or on behalf of them pursuant to this Agreement shall
remain in full force and effect, regardless of (i) any investigation made by or
on behalf of the Company or any of the Guarantors, any of their respective
officers or directors, the Initial Purchasers or any controlling person referred
to in Section 9 hereof and (ii) delivery of and payment for the Securities. The
respective agreements, covenants, indemnities and other statements set forth in
Sections 6, 9 and 11 through 16 hereof shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement.

         11. Termination. (a) This Agreement may be terminated in the sole
discretion of the Initial Purchasers by notice to the Company given prior to the
Closing Date in the event that the Company or any Guarantor shall have failed,
refused or been unable to perform all obligations and satisfy all conditions on
its part to be performed or satisfied hereunder at or prior thereto or, if at or
prior to the Closing Date: 

                  (i) either the Company or any of its Subsidiaries shall have
sustained any loss or interference with respect to its businesses or properties
from fire, flood, hurricane, accident or other calamity, whether or not covered
by insurance, or from any strike, labor dispute, slow down or work stoppage or
any legal or governmental proceeding, which loss or interference, in the sole
judgment of the Initial Purchasers, has had or has a Material Adverse Effect, or
there shall have been, in the sole judgment of the Initial Purchasers, any
Material Adverse Change, or any event or development involving or reasonably
likely to cause or result in a Material Adverse Effect (including without
limitation a change in management or control of the Company), except in each
case as described in the Final Memorandum (exclusive of any amendment or
supplement thereto);



                                       20

<PAGE>   21

                  (ii) trading in securities generally on the New York Stock
Exchange, American Stock Exchange or the NASDAQ National Market shall have been
suspended or minimum or maximum prices shall have been established on any such
exchange or market;

                  (iii) a banking moratorium shall have been declared by New
York or United States authorities;

                  (iv) there shall have been (A) an outbreak or escalation of
hostilities between the United States and any foreign power, or (B) an outbreak
or escalation of any other insurrection or armed conflict involving the United
States or any other national or international calamity or emergency, or (C) any
material change in the financial markets of the United States which, in the case
of clause (A), (B) or (C) and in the sole judgment of the Initial Purchasers,
makes it impracticable or inadvisable to proceed with the private offering or
the delivery of the Securities as contemplated by the Final Memorandum; or

                  (v) since the date of this Agreement any securities of the
Company shall have been downgraded or placed on any "watch list" for possible
downgrading by any nationally recognized statistical rating organization, as
such term is defined by the Commission for purposes of Rule 436(g)(2) under the
Act.

         (b) Termination of this Agreement pursuant to this Section 11 shall be
without liability of any party to any other party except as provided in Section
10 hereof.

         (c) If on the Closing Date one of the Initial Purchasers shall fail or
refuse to purchase the Senior Notes which it has agreed to purchase hereunder on
such date and the aggregate principal amount of the Senior Notes which such
defaulting Initial Purchaser agreed but failed or refused to purchase is not
more than one-tenth of the aggregate principal amount of the Senior Notes to be
purchased on such date by all of the Initial Purchasers, the non-defaulting
Initial Purchasers shall be obligated to purchase the Senior Notes which such
defaulting Initial Purchaser agreed but failed or refused to purchase on such
date in such proportions as are indicated in Schedule I hereto; provided that in
no event shall the aggregate principal amount of the Senior Notes which any
Initial Purchaser has agreed to purchase pursuant to this Agreement hereof be
increased pursuant to this Section 11 by an amount in excess of one-ninth of
such principal amount of the Senior Notes without the written consent of such
Initial Purchaser. If on the Closing Date an Initial Purchaser shall fail or
refuse to purchase Senior Notes and the aggregate principal amount of the Senior
Notes with respect to which such default occurs is more than one-tenth of the
aggregate principal amount of the Senior Notes to be purchased by all of the
Initial Purchasers and arrangements satisfactory to the other Initial Purchasers
and the Company for purchase of such Senior Notes are not made within 48 hours
after such default, this Agreement will terminate without liability on the part
of the non-defaulting Initial Purchasers or the Company. In any such case which
does not result in termination of this Agreement, either the non-defaulting
Initial Purchasers or the Company shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Offering Memorandum or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Initial Purchaser from liability in respect of any
default of such Initial Purchaser under this Agreement.



                                       21

<PAGE>   22

         12. Information Supplied by the Initial Purchasers. The statements
concerning the Initial Purchasers set forth in paragraph 4 on page ii and
paragraphs 2, 3, 5, 7 and 8 under the heading "Plan of Distribution" in the
Memorandum (to the extent such statements relate to the Initial Purchasers)
constitute the only information furnished by the Initial Purchasers to the
Company for the purposes of Sections 2(a) and 9 hereof.

         13. Notices. All communications hereunder shall be in writing in the
English language and, if sent to the Initial Purchasers, shall be mailed or
delivered or telecopied and confirmed in writing to RBC Dominion Securities
Corporation, One Liberty Plaza, New York, New York 10016, Attention: Roger
Blissett, Facsimile No. (212) 858-7000; and if sent to the Company or any of the
Guarantors, shall be mailed or delivered or telecopied and confirmed in writing
to it at 414 North Causeway Boulevard, Mandeville, Louisiana 70448, Attention:
Chief Financial Officer, Facsimile No. (985) 727-2006, with a copy (which shall
not constitute notice to the Company) by mail or telecopy transmission to
Winstead Sechrest & Minick P.C., 910 Travis, Suite 2400, Houston, Texas 77002,
Attention: Mark Eisenbraun, Facsimile No. (713) 650-2400.

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the United States mail, postage prepaid, if mailed; one
business day after being timely delivered to a next-day air courier; and when
receipt is acknowledged by the addressee, if telecopied.

         14. Successors. This Agreement shall inure to the benefit of and be
binding upon the Initial Purchasers, the Guarantors and the Company and their
respective successors and legal representatives, and nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of this
Agreement, or any provisions herein contained, this Agreement and all conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i)
the indemnities of the Company and the Guarantors contained in Section 9 of this
Agreement shall also be for the benefit of the officers, employers,
representatives and agents of each Initial Purchaser and any person or persons
who control such Initial Purchaser within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act and (ii) the indemnities of the Initial
Purchasers contained in Section 9 of this Agreement shall also be for the
benefit of the officers, employees, representatives and agents of the Company or
any Guarantor, the respective directors of the Company and the Guarantors and
any person or persons who control the Company within the meaning of Section 15
of the Act or Section 20 of the Exchange Act. No purchaser of Securities from
the Initial Purchasers will be deemed a successor because of such purchase.

         15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         16. Consent to Jurisdiction. Each of the Company and the Guarantors
hereby (a) irrevocably agrees that any suit, action or proceeding against it
brought by the Initial Purchasers or by any person who controls any of the
Initial Purchasers, arising out of or based upon this Agreement or the
transactions contemplated hereby may be instituted in any competent state or
federal court in the State of New York sitting in the Borough of Manhattan in
the City of New York and (b) irrevocably waives, to the fullest extent permitted
by law, any objection that it may now or



                                       22

<PAGE>   23

hereafter have to the laying of venue of any such suit, action or proceeding
brought in such a court and any claim that any such suit, action or proceeding
brought in such a court has been brought in any inconvenient forum, and
irrevocably submits to the nonexclusive jurisdiction of such courts in any such
suit, action or proceeding.

         Nothing in this Section shall limit the right of the Initial Purchasers
or any person who controls an Initial Purchaser to bring proceedings against the
Company or any Guarantor in the courts of any other jurisdiction.

         17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         18. Authorization. Each of the Initial Purchasers irrevocably
authorizes RBC Dominion Securities Corporation to execute and deliver the
Registration Rights Agreement on its behalf.

                                      *****

                            [Signature pages follow.]



                                       23

<PAGE>   24

         If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement among the Company,
the Guarantors and the Initial Purchasers.

                                       Very truly yours,

                                       COMPANY:

                                       HORNBECK-LEEVAC MARINE SERVICES, INC.


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

                                       GUARANTORS:

                                       HORNBECK-LEEVAC MARINE OPERATORS, INC.


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

                                       HORNBECK OFFSHORE SERVICES, INC.


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

                                       LEEVAC MARINE, INC.


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

                                       ENERGY SERVICES PUERTO RICO, INC.


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




<PAGE>   25

The foregoing Agreement is hereby 
confirmed and accepted in New York, New York,
as of the date first above written.

RBC DOMINION SECURITIES CORPORATION



By: /s/ SHAUVIK KUNDAGRAMI                   
   ------------------------------------
   Shauvik Kundagrami
   Managing Director



MERRILL LYNCH, PIERCE, FENNER
  & SMITH INCORPORATED



By:                                                  
   ------------------------------------
   Alan Blackburn
   Managing Director




<PAGE>   26

The foregoing Agreement is hereby 
confirmed and accepted in New York, New York,
as of the date first above written.

RBC DOMINION SECURITIES CORPORATION



By:                                                    
   ------------------------------------
   Shauvik Kundagrami
   Managing Director

MERRILL LYNCH, PIERCE, FENNER
  & SMITH INCORPORATED

By: /s/ JOSEPH C. GATTO                           
   ------------------------------------
   Joseph C. Gatto
   Vice President




<PAGE>   27

                                   SCHEDULE I

                      HORNBECK-LEEVAC MARINE SERVICES, INC.



<Table>
<Caption>
                                                                                         PRINCIPAL
                                                                                         AMOUNT OF
INITIAL PURCHASER                                                                       SENIOR NOTES
-----------------                                                                      --------------
<S>                                                                                    <C>           
RBC Dominion Securities Corporation ................................................   $  122,500,000
Merrill Lynch, Pierce, Fenner & Smith ..............................................       52,500,000
         Incorporated ..............................................................
                                                                                       --------------

         Total .....................................................................   $  175,000,000
                                                                                       ==============
</Table>





<PAGE>   28

                                    EXHIBIT A

                                  SUBSIDIARIES



<Table>
<Caption>
SUBSIDIARIES                                            STATE OF INCORPORATION                               % OF INTEREST
------------                                            ----------------------                               -------------
<S>                                                     <C>                                                  <C>
LEEVAC Marine, Inc                                             Louisiana                                          100.0
Hornbeck Offshore Services, Inc.                               Delaware                                           100.0
HORNBECK-LEEVAC Marine Operators, Inc.                         Delaware                                           100.0
Energy Services Puerto Rico, Inc.                              Louisiana                                          100.0
</Table>




                                       A-1

<PAGE>   29

                                    EXHIBIT B

          FORM OF OPINION OF COUNSEL FOR THE COMPANY AND THE GUARANTORS

                  Winstead Sechrest & Minick P.C. shall have furnished to the
Initial Purchasers their written opinion, as counsel to the Company and the
Guarantors, addressed to the Initial Purchasers and dated the Closing Date, to
the effect set forth below:

                  (i) the Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware, is duly qualified to do business and is in good standing
         as a foreign corporation in each jurisdiction in which its ownership or
         lease of property or the conduct of its businesses requires such
         qualification (except where the failure to so qualify or to be in good
         standing would not have a Material Adverse Effect), and has all
         corporate power and authority necessary to own its properties and to
         conduct the businesses in which it is engaged as described in the Final
         Memorandum;

                  (ii) the Company has an authorized, issued and outstanding
         equity capitalization as set forth in the Final Memorandum;

                  (iii) each of the subsidiaries of the Company listed on
         Exhibit A to the Purchase Agreement (the "Designated Subsidiaries")
         that is a corporation is validly existing as a corporation in good
         standing under the laws of the jurisdiction of its incorporation, has
         corporate power and authority to own its properties and to conduct its
         business as described in the Final Memorandum and is duly qualified as
         a foreign corporation to transact business and is in good standing in
         each jurisdiction in which such qualification is required, whether by
         reason of the ownership or leasing of property or the conduct of
         business, except where the failure so to qualify or to be in good
         standing would not result in a Material Adverse Effect; all of the
         issued and outstanding capital stock or other equity interests of each
         Designated Subsidiary have been duly authorized and validly issued, are
         fully paid and nonassessable and, to such counsel's knowledge, are
         owned by the Company, directly or through other Designated
         Subsidiaries, free and clear of all liens, encumbrances, other adverse
         claims or restrictions on transferability (other than those imposed by
         the Act and the securities or "Blue Sky" laws of certain jurisdictions)
         or voting, other than as described in the Final Memorandum; and each
         Designated Subsidiary that is a partnership or limited liability
         company is validly existing in good standing under the laws of the
         jurisdiction of its organization, has power and authority to own its
         properties and to conduct its business as described in the Final
         Memorandum and is duly qualified to transact business and is in good
         standing in each jurisdiction in which such qualification is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure so to qualify or to be in
         good standing would not result in a Material Adverse Effect;

                  (iv) the statements in the Final Memorandum under the headings
         "Description of Certain Indebtedness," "Description of the Notes" and
         "United States Federal Income Tax Consequences," to the extent that
         they constitute summaries of matters of law or legal conclusions, have
         been reviewed by such counsel and accurately summarize the matters
         described therein in all material respects; to such counsel's
         knowledge, there are no franchises, contracts, indentures, mortgages,
         loan agreements, notes, leases or other 



                                       B-1

<PAGE>   30

         instruments that would be required to be described in the Final
         Memorandum if the Final Memorandum were a prospectus included in a
         registration statement on Form S-1 that are not described or referred
         to in the Final Memorandum other than those described or referred to
         therein, and the descriptions thereof or references thereto are correct
         in all material respects; and such counsel does not know of any current
         or pending legal or governmental actions, suits or proceedings which
         would be required to be described in the Final Memorandum if the Final
         Memorandum were a prospectus included in a registration statement on
         Form S-1 which are not described as so required;

                  (v) the Indenture conforms in all material respects with the
         requirements of the TIA and the rules and regulations of the Commission
         applicable to an indenture which is qualified thereunder;

                  (vi) each of the Company and the Guarantors has all requisite
         corporate or similar power and authority to execute and deliver each of
         the Operative Documents to which it is a party, to perform its
         obligations thereunder and to consummate the transactions contemplated
         thereby;

                  (vii) each of the Purchase Agreement and the Registration
         Rights Agreement has been duly authorized, executed and delivered by
         the Company and each Guarantor;

                  (viii) the Indenture has been duly authorized, executed and
         delivered by the Company and each Guarantor and, assuming that the
         Indenture is the valid and legally binding obligation of the Trustee,
         constitutes a valid and legally binding agreement of the Company and
         each Guarantor enforceable against the Company and each Guarantor in
         accordance with its terms, except to the extent that such
         enforceability may be limited by applicable bankruptcy, insolvency,
         fraudulent transfer or conveyance, reorganization, moratorium and other
         similar laws of general applicability relating to or affecting
         creditors' rights and by general equity principles, and a Texas court
         or a federal court sitting in Texas would recognize the choice of law
         of the State of New York in the Indenture as the law governing the
         construction and enforcement of the Indenture, the Senior Notes and the
         Guarantees;

                  (ix) the Senior Notes and the Guarantees have been duly and
         validly authorized and issued by the Company and each Guarantor,
         respectively, and, assuming each global certificate representing the
         Senior Notes has been authenticated as provided in the Indenture. The
         Securities constitute legally valid and binding obligations of the
         Company, as issuer, and each Guarantor, as guarantor, entitled to the
         benefits of the Indenture and enforceable against the Company, as
         issuer, and each Guarantor, as guarantor, in accordance with their
         respective terms, except to the extent that such enforceability may be
         limited by applicable bankruptcy, insolvency, fraudulent transfer or
         conveyance, reorganization, moratorium and other similar laws of
         general applicability relating to or affecting creditors' rights
         generally and by general equity principles;

                  (x) the Exchange Securities and the guarantees have been duly
         and validly authorized by the Company and each Guarantor, respectively,
         and, when the global certificate representing the Exchange Notes has
         been issued and authenticated in accordance



                                       B-2

<PAGE>   31

         with the terms of the Indenture, the Registration Rights Agreement and
         the Exchange Offer, will constitute legally valid and binding
         obligations of the Company, as issuer, and each Guarantor, as
         guarantor, entitled to the benefits of the Indenture and enforceable
         against the Company, as issuer, and each Guarantor, as guarantor, in
         accordance with their respective terms, except to the extent that such
         enforceability may be limited by applicable bankruptcy, insolvency,
         fraudulent transfer or conveyance, reorganization, moratorium and other
         similar laws affecting creditors' rights generally and by general
         equity principles;

                  (xi) the execution, delivery and performance by the Company of
         each of the Operative Documents and by each Guarantor of each Operative
         Document to which it is a party and the consummation of the
         transactions contemplated by the Operative Documents do not and will
         not violate, conflict with or constitute or result in a breach of or a
         default under (or constitute an event which with notice or passage of
         time or both would constitute a default under) or cause an acceleration
         of any obligation under, or (except for the transactions contemplated
         thereby) result in the imposition or creation of (or the obligation to
         create or impose) any mortgage, pledge, security interest, encumbrance,
         lien or charge of any kind (including any conditional sale or other
         title retention agreement or lease in the nature thereof), on any
         properties or assets of either the Company or any Subsidiary with
         respect to (A) the terms or provisions of any Contract, except for any
         such conflict, breach, violation, default or event which would not,
         individually or in the aggregate, have a Material Adverse Effect, (B)
         the charter or bylaws (or similar organizational document) of the
         Company or any of its Subsidiaries, or (C) (assuming compliance with
         all applicable state securities or "Blue Sky" laws and assuming the
         accuracy of the representations and warranties of the Initial
         Purchasers in Section 8 of the Purchase Agreement) any statute,
         judgment, decree, order, rule or regulation applicable to the Company
         or any of its Subsidiaries or any of their respective properties or
         assets, except for any such conflict, breach or violation which would
         not, individually or in the aggregate, have a Material Adverse Effect;

                  (xii) the Company is not an "investment company" or a company
         "controlled by" an investment company within the meaning of the
         Investment Company Act of 1940, as amended, and the rules and
         regulations of the Commission thereunder; and

                  (xiii) assuming the accuracy of the representations,
         warranties and agreements of the Company and the Guarantors and of the
         Initial Purchasers contained in the Purchase Agreement, no registration
         of the Securities under the Act or qualification of the Indenture under
         the TIA is required in connection with the issuance and sale of the
         Securities by the Company and the Guarantors and the offer, resale and
         delivery of the Securities by the Initial Purchasers in the manner
         contemplated by the Purchase Agreement and the Final Memorandum.

                  Because the primary purpose of such counsel's engagement was
not to establish factual matters and many of the statements in the Final
Memorandum are wholly or partially non-legal in character, such counsel is not
(except as aforesaid in paragraph (iv)) passing upon and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained therein. Such counsel has participated, however, in conferences with
officers and other representatives of the Company, its independent public
accountants and the Initial Purchasers at 



                                       B-3

<PAGE>   32

which the contents of the Final Memorandum and related matters were discussed.
On the basis of the foregoing, such counsel advises you that no facts have come
to its attention that would lead it to believe that the Final Memorandum, as of
its date or at the date hereof, included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. Such counsel expresses no view, belief or comment
with respect to the form, accuracy, completeness or fairness of the financial
statements, notes or schedules thereto, or other financial data or accounting
information included in the Final Memorandum.



                                       B-4


<PAGE>   1
                                                                     EXHIBIT 3.1



                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            HV MARINE SERVICES, INC.



                                   ARTICLE ONE

         The name of the Corporation is HV Marine Services, Inc.

                                   ARTICLE TWO

         The street address of its initial registered office in Delaware is 1209
Orange Street, Wilmington, Delaware 19805 and the name of its initial registered
agent at such address is The Corporation Trust Company.

                                  ARTICLE THREE

         The nature of the business or purpose to be conducted or promoted is to
engage in any lawful act or activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                  ARTICLE FOUR

         Section 1. General.

         The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 35,000,000 shares, of which
30,000,000 will be shares of common stock, par value $.01 per share ("Common
Stock"), and 5,000,000 will be shares of preferred stock, par value $.01 per
share ("Preferred Stock").

         The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions, of Common Stock and Preferred Stock
are as follows:

         Section 2. Common Stock.

         2.1 Dividend Rights. Subject to provisions of law and the preferences
of Preferred Stock and of any other
 stock ranking prior to Common Stock as to
dividends, the holders of Common Stock will be entitled to received dividends
when, as and if declared by the board of directors.

         2.2 Voting Rights. Except as provided by law and pursuant to this
Article Four, the holders of Common Stock will have one vote for each share on
each matter submitted to a vote of the stockholders of the Corporation. Except
as otherwise provided by law, by the certificate of incorporation or by
resolution or resolutions of the board of directors providing for the issue of
any series of Preferred Stock, the holders of Common Stock will have sole voting
power.


                                       1

<PAGE>   2


         2.3 Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, after payment
or provisions for payment of the debts and other liabilities of the Corporation
and the preferential amounts of which the holders of any stock ranking prior to
Common Stock in the distribution of assets are entitled upon liquidation, the
holders of Common Stock and the holders of any other stock ranking on a parity
with Common Stock in the distribution of assets upon liquidation will be
entitled to share in the remaining assets of the Corporation according to their
respective interests.

         Section 3. Preferred Stock.

         3.1 Authority of the Board of Directors to Issue in Series. Preferred
Stock may be issued from time to time in one or more series. All shares of any
one series of Preferred Stock will be identical except as to the dates of issue
and the dates from which dividends on shares of the series issued on different
dates will cumulate, if cumulative. Authority is hereby expressly granted to the
Board of Directors to authorize the issue of one or more series of Preferred
Stock, and to fix by resolution or resolutions providing for the issue of each
such series the voting powers, designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, of such series, to the full extent now or hereafter
permitted by law, including, but not limited to, the following:

                  (a) The number of shares of such series, which may
         subsequently be increased, except as otherwise provided by the
         resolution or resolutions of the Board of Directors providing for the
         issuance of such series, or decreased, to a number not less than the
         number of shares then outstanding, by resolution or resolutions of the
         Board of Directors, and the distinctive designation thereof;

                  (b) The dividend rights of such series, the preferences, if
         any, over any other class or series of stock, or of any other class or
         series of stock over such series, as to dividends, the extent, if any
         to which shares of such series will be entitled to participate in
         dividends with shares of any other series or class of stock, whether
         dividends on shares of such series will be fully, partially or
         conditionally cumulative, or a combination thereof, and any
         limitations, restrictions or conditions on the payment of such
         dividends.

                  (c) The rights of such series, and the preferences, if any,
         over any other class or series of stock, or of any other class or
         series of stock over such series, in the event of any voluntary or
         involuntary liquidation, dissolution or winding up of the Corporation
         and the extent, if any, to which shares of any such series will be
         entitled to participate in such event with any other series or class of
         stock;

                  (d) The time or times during which, the price or prices at
         which, and the terms and conditions on which, the shares of such series
         may be redeemed;

                  (e) The terms of any purchase, retirement or sinking fund
         which may be provided for the shares of such series;

                  (f) The terms and conditions, if any, upon which the shares of
         such series will


                                       2

<PAGE>   3


         be convertible into or exchangeable for shares of any other series,
         class or classes, or any other securities, to the full extent now or
         hereafter permitted by law;

                  (g) The voting powers, if any, of such series in addition to
         the voting powers provided by law.

         3.2 Limitation on Dividend. No holders of any series of Preferred Stock
will be entitled to receive any dividends thereon other than those specifically
provided for by the certificate of incorporation or the resolution or
resolutions of the board of directors providing for the issue of such series of
Preferred Stock, nor will any accumulative dividends on Preferred Stock bear any
interest.

         3.3 Limitation on Liquidation Distributions. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of Preferred Stock of each series will be entitled to
receive only such amount or amounts as will have been fixed by the certificate
of incorporation or by the resolution or resolutions of the board of directors
providing for the issuance of such series. A consolidation or merger of the
Corporation with or into one or more other corporations or a sale, lease or
exchange of all or substantially all of the assets of the Corporation will not
be deemed to be a voluntary or involuntary liquidation, dissolution or winding
up, within the meaning of this article.

                                  ARTICLE FIVE

         The number of directors constituting the Board of Directors shall be
fixed from time to time as provided in the Restated Bylaws or amendments
thereto.

         No more than twenty-five percent of the directors of the Corporation
may be non-United States citizens.

         The Board of Directors shall be divided into three (3) classes, each
class to be as nearly equal in number as possible. The terms of office of
directors of the first class are to expire at the first annual meeting of
stockholders after their election or appointment, that of the second class is to
expire at the second annual meeting after their election or appointment, and
that of the third class is to expire at the third annual meeting after their
election or appointment. Thereafter, each director shall serve for a term ending
on the date of the third annual meeting of stockholders following the annual
meeting at which such director was elected.

         This classified board provision shall not be altered or repealed
without the affirmative vote of the holders of at least 80% of the shares
entitled to vote in the election of directors. The Directors may not amend or
repeal the classified board provision.

                                   ARTICLE SIX

         The period of duration of the Corporation is perpetual.


                                       3

<PAGE>   4


                                 ARTICLE SEVEN

         The initial Bylaws of the Corporation shall be adopted by its Board of
Directors. The Restated Bylaws, as effective upon the filing of this Restated
Certificate of Incorporation, may be altered, amended or repealed, or new bylaws
may be adopted by the Board of Directors, subject to the right of the
stockholders to alter and/or repeal the Restated Bylaws or adopt new bylaws and
provided that the following language of the Restated Bylaws shall only be
altered, amended, repealed or replaced by new bylaws by the affirmative vote of
the holders of at least 80% of the Corporation's capital stock entitled to vote
thereon: Section 3.1 Annual Meeting; Section 3.2 Special Meetings; Section 3.12
No Action Without Meeting; Section 4.1 Number, Qualification and Term; Section
4.2 Removal (or in each case any successor or replacement language addressing
substantially the same topic).

                                 ARTICLE EIGHT

         The Corporation shall indemnify its officers and directors under the
circumstances and to the full extent permitted by law.

                                  ARTICLE NINE

         Meetings of stockholders may be held within or without the State of
Delaware, as the Restated Bylaws may provide. The books of the Corporation may
be kept (subject to any provisions of the Delaware General Corporation Law)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Restated Bylaws of the
Corporation.

                                  ARTICLE TEN

         The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in the Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                 ARTICLE ELEVEN

         The affirmative vote or consent of the holders of not less than 66-2/3%
of each class of the outstanding stock of the Corporation entitled to vote in
elections of directors of the Corporation is required to approve or authorize
any (i) merger or consolidation of the Corporation with any other corporation or
(ii) sale, lease, exchange or other disposition of all or substantially all of
the assets of the Corporation to any other corporation, person, or entity; or
(iii) the liquidation of the Corporation.


                                       4

<PAGE>   5


                                 ARTICLE TWELVE

         Section 1. Purpose and effectiveness.

         The purpose of this Article Twelve is to limit ownership and control of
shares of any class of capital stock of the Corporation by Aliens in order to
permit the Corporation and/or its Subsidiaries or Controlled Persons to conduct
their business as U.S. Maritime Companies.

         Section 2. Restriction on transfers.

         Any transfer, or attempted or purported transfer, of any shares of any
class of capital stock issued by the Corporation or any interest therein or
right thereof, which would result in the ownership or control by one or more
Aliens of an aggregate percentage of the shares of any class of capital stock of
the Corporation or of any interest therein or right thereof in excess of the
Permitted Percentage will, until such excess no longer exists, be void and will
be ineffective as against the Corporation and the Corporation will not
recognize, to the extent of such excess, the purported transferee as a
stockholder of the Corporation for any purpose other than the transfer of such
excess to a person who is not an Alien; provided, however, that such shares, to
the extent of such excess, may nevertheless be deemed to be Alien owned shares
for the purposes of this Article Twelve.

         The Board of Directors is hereby authorized to adopt such bylaws and
resolutions, and to effect any and all other measures reasonably necessary or
desirable (consistent with applicable law and the provisions of the Certificate
of Incorporation) to fulfill the purpose and implement the provisions of this
Article Twelve, including without limitation, obtaining, as a condition
precedent to the transfer of shares on the records of the Corporation,
representations and other proof as to the identity of existing or prospective
stockholders and persons on whose behalf shares of any class of capital stock of
the Corporation or any interest therein or right thereof are or are to be held
or establishing and maintaining a dual stock certificate system under which
different forms of stock certificates, representing outstanding shares of Common
Stock or Preferred Stock of the Corporation, are issued to the holders of record
of the shares represented thereby to indicate whether or not such shares or any
interest therein or right thereof is owned or controlled by an Alien.

         Section 3. Suspension of voting, dividend and distribution rights with
                    respect to alien owned stock.

         No shares of the outstanding capital stock of the Corporation or any
class thereof determined to be in excess of the Permitted Percentage in
accordance with this Section 3 of this Article Twelve will, until such excess no
longer exists, be entitled to receive or accrue any rights with respect to any
dividends or other distributions of assets declared payable or paid to the
holders of such capital stock during such period. Furthermore, no shares in
excess of the Permitted Percentage held by or for the benefit of any Alien will
be entitled to vote with respect to any matter submitted to stockholders of the
Corporation so long as such excess exists. If Alien ownership exists. If Alien
ownership of the outstanding capital stock of the Corporation or any class
thereof is in excess of the Permitted Percentage, the shares deemed included in
such 


                                       5

<PAGE>   6


excess for purposes of this Section 3 of this Article Twelve will be those
Alien owned shares that the Board of Directors determines became so owned most
recently.

         Section 4. Definitions.

         "Alien" means (1) any person (including an individual, a partnership, a
corporation or an association) who is not a United States citizen, within the
meaning of Section 2 of the Shipping Act, 1916, as amended or as it may
hereafter be amended; (2) any foreign government or representative thereof; (3)
any corporation, the president, chief executive officer or chairman of the board
of directors of which is an Alien, or of which more than a minority of the
number of its directors necessary to constitute a quorum are Aliens; (4) any
corporation organized under the laws of any foreign government; (5) any
corporation of which 25% or greater interest is owned beneficially or of record,
or may be voted by, an Alien or Aliens, or which by any other means whatsoever
is controlled by or in which control is permitted to be exercised by an Alien or
Aliens (the Board of Directors being authorized to determine reasonably the
meaning of "control" for this purpose); (6) any partnership or association which
is controlled by an Alien or Aliens; or (7) any person (including an individual,
partnership, corporation or association) who acts as representative of or
fiduciary for any person described in clauses (1) through (6) above.

         "Controlled Person" means any corporation or partnership of which the
Corporation or any Subsidiary owns or controls an interest in excess of 25%.

         "Permitted Percentage" means four percent of the outstanding shares of
the capital stock of the Corporation, or any class thereof.

         "Subsidiary" means any corporation more than 50% of the outstanding
capital stock of which is owned by the Corporation or any Subsidiary of the
Corporation.

         "U.S. Maritime Company" means any corporation or other entity which,
directly or indirectly (1) owns or operates vessels in the United States
coastwise trade, intercoastal trade or noncontiguous domestic trade; (2) owns or
operates any vessel built with construction differential subsidies from the
United States Government (or any agency thereof); (3) is a party to an operating
differential subsidy agreement with the United States Government (or any agency
thereof) on account of ships owned, charted or operated by it; (4) owns any
vessel on which there is a preferred mortgage issued in connection with Title XI
of the Merchant Marine Act, 1936, as amended; (5) operates vessels under
agreement with the United States Government (or any agency thereof); (6)
conducts any activity, takes any action or receives any benefit which would be
adversely affected under any provision of the U.S. maritime, shipping or vessel
documentation laws by virtue of Alien ownership of its stock; or (7) maintains a
Capital Construction Fund under the provisions of Section 607 of the Merchant
Marine Act of 1936, as amended."

                                ARTICLE THIRTEEN

         The Certificate of Incorporation of the Corporation can only be amended
or repealed by the affirmative vote of the holders of at least 66-2/3% of the
shares entitled to vote thereon unless a greater percentage is stated herein.


                                       6

<PAGE>   7


         In witness whereof, we have signed this Restated Certificate of
Incorporation this the ___ day of December 24, 1997.

                                       HV MARINE SERVICES, INC.,
                                       a Delaware corporation




                                       By: /s/ TODD M. HORNBECK
                                          ---------------------------
                                          Todd M. Hornbeck, President


                                       7



<PAGE>   1
                                                                     EXHIBIT 3.2

                                                                         [STAMP]


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            HV MARINE SERVICES, INC.


         Pursuant to Section 242 of the Delaware General Corporation Law, HV
Marine Services, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify:

         FIRST: The Certificate of Incorporation of the Corporation is hereby
amended so that Article One reads as follows:

                                  "ARTICLE ONE

         The name of the corporation is HORNBECK-LEEVAC Marine Services, Inc."

         SECOND: The amendment to the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, said HV Marine Services, Inc., has caused this
certificate to be signed by Christian G. Vaccari, its Chief Executive Officer,
and attested by Todd M. Hornbeck, its Secretary, this 31 day of October, 1999.



                                     HV MARINE SERVICES, INC.
ATTEST:



By: /s/ TODD M. HORNBECK             By: /s/ CHRISTIAN G. VACCARI
   ------------------------------       -------------------------------------
   Todd M. Hornbeck, Secretary          Christian G. Vaccari, Chief Executive
                                        Officer





<PAGE>   1
                                                                     EXHIBIT 3.3

[STAMP]


                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                      HORNBECK-LEEVAC MARINE SERVICES, INC.


         Pursuant to section 242 of Title 8 of the Delaware General Corporation
Law, HORNBECK-LEEVAC Marine Services, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

         FIRST: The Certificate of Incorporation of the Corporation is hereby
amended so that the first paragraph of Article Four, Section 1 reads in its
entirety as follows:

                  The aggregate number of shares of all classes of stock which
                  the Corporation shall have authority to issue is one hundred
                  five million (105,000,000) shares, of which one hundred
                  million (100,000,000) will be shares of common stock, par
                  value $.01 per share ("Common Stock"), and five million
                  (5,000,000) will be shares of preferred stock, par value $.01
                  per share ("Preferred Stock").

         SECOND: The Certificate of Incorporation of the Corporation is hereby
amended so that Article Seven shall read in its entirety as follows:

                                  ARTICLE SEVEN

                  The initial Bylaws of the Corporation shall be adopted by its
                  Board of Directors. The Restated Bylaws, as effective upon the
                  filing of this Restated
 Certificate of Incorporation on
                  December 30, 1997, may be altered, amended or repealed, or new
                  bylaws may be adopted by the Board of Directors, subject to
                  the right of the stockholders to alter and/or repeal the
                  Restated Bylaws or adopt new bylaws and provided that the
                  following language of the Restated Bylaws shall only be
                  altered, amended, repealed or replaced by new bylaws by the
                  affirmative vote of the holders of at least eighty percent
                  (80%) of the Corporation's capital stock entitled to vote
                  thereon: Section 3.1 Annual Meeting; Section 3.2 Special
                  Meetings; Section 4.1 Number, Qualification and Term; Section
                  4.2 Removal (or in each case any successor or replacement
                  language addressing substantially the same topic).

         THIRD: The Certificate of Incorporation of the Corporation is hereby
amended so that Article Eleven shall read in its entirety as follows:


<PAGE>   2


                  Any action required or permitted to be taken by stockholders
                  of the Corporation must be effected at a duly called annual or
                  special meeting of such stockholders and may not be effected
                  by consent in writing by such stockholders.

         FOURTH: These amendments to the Certificate of Incorporation of the
Corporation have been duly adopted in accordance with the provisions of Section
242 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, HORNBECK-LEEVAC Marine Services, Inc. has caused
this certificate to be signed by Todd M. Hornbeck, its President, on this 20th
day of October, 2000.





                                             /s/ TODD M. HORNBECK
                                             -----------------------------------
                                             Todd M. Hornbeck
                                             President


                                       2


<PAGE>   1
                                                                     EXHIBIT 3.4
                                                                         [STAMP]


                          CERTIFICATE OF CORRECTION TO

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                      HORNBECK-LEEVAC MARINE SERVICES, INC.



         HORNBECK-LEEVAC Marine Services. Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware.

                              DOES HEREBY CERTIFY:

         1. The name of the Corporation is HORNBECK-LEEVAC Marine Services. Inc.

         2. That a Certificate of Amendment of Incorporation was filed by the
Secretary of State of Delaware on October 23, 2000, and that said Certificate of
Amendment requires correction as permitted by Section 103 of the General
Corporation Law of the State of Delaware.

         3. The inaccuracy or defect of said Certificate of Amendment to be
corrected is as follows: Article Eleven of the Certificate of Incorporation
should have been amended to add a second paragraph rather than replace an
existing paragraph.

         4. Paragraph "THIRD" of the Certificate of Amendment is corrected to
read in its entirety as follows:

         THIRD: The Certificate of Incorporation of the Corporation is hereby
         amended by adding a second paragraph to Article Eleven, so that, as
         amended, Article Eleven shall read in its entirety as follows:

                                 ARTICLE ELEVEN

                           The affirmative
 vote or consent of the holders of not
                  less than 66-2/3% of each class of the outstanding stock of
                  the Corporation entitled to vote in elections of directors of
                  the Corporation is required to approve or authorize any (i)
                  merger or consolidation of the Corporation with any other
                  corporation or (ii) sale, lease, exchange or other disposition
                  of all or substantially all of the assets of the Corporation
                  to any other corporation, person, or entity; or (iii) the
                  liquidation of the Corporation.

                           Any action required or permitted to be taken by
                  stockholders of the Corporation must be effected at a duly
                  called annual or special meeting of such stockholders and may
                  not be effected by consent in writing by such stockholders.




<PAGE>   2

                           IN WITNESS WHEREOF, HORNBECK-LEEVAC Marine Services,
                  Inc., has caused this certificate to be signed by Todd M.
                  Hornbeck. President, this 13th day of November, 2000.

                                       HORNBECK-LEEVAC MARINE SERVICES, INC.



                                       By: /s/ TODD M. HORNBECK
                                          --------------------------------------
                                          Todd M. Hornbeck, President



                                        2


<PAGE>   1

                                                                     EXHIBIT 3.5


                            SECOND RESTATED BYLAWS OF
                                 HORNBECK-LEEVAC
                              MARINE SERVICES, INC.


               Adopted by the Board of Directors: October 4, 2000
              As Authorized by Resolution of the Board of Directors
                           Effective: October 4, 2000



<PAGE>   2


                      HORNBECK-LEEVAC MARINE SERVICES, INC.
                               (THE "CORPORATION")
                             SECOND RESTATED BYLAWS

                                    ARTICLE I

                                     OFFICES

         Section 1.1. Offices. The registered office of the Corporation shall be
at 1209 Orange Street, Wilmington, Delaware 19805. The Corporation may have such
other offices within or without the State of Delaware as the Board of Directors
may from time to time establish.

                                   ARTICLE II

                                  CAPITAL STOCK

         Section 2.1. Certificate Representing Shares. Shares of the classes of
capital stock of the Corporation shall be represented by certificates in such
form or forms as the Board of Directors may approve; provided that, such form or
forms shall comply with all applicable requirements of law or of the Certificate
of Incorporation. Such certificates shall be signed by the Chief Executive
Officer, President or a vice president, and by the secretary or an assistant
secretary, of the Corporation and may be sealed with the seal of the Corporation
or imprinted or otherwise marked with a facsimile of such seal. In the case
 of
any certificate countersigned by any transfer agent or registrar, provided such
countersigner is not the Corporation itself or an employee thereof, the
signature of any or all of the foregoing officers of the Corporation may be
represented by a printed facsimile thereof. If any officer whose signature, or a
facsimile thereof, shall have been set upon any certificate shall cease, prior
to the issuance of such certificate, to occupy the position in right of which
his signature, or facsimile thereof, was so set upon such certificate, the
Corporation may nevertheless adopt and issue such certificate with the same
effect as if such officer occupied such position as of such date of issuance;
and, issuance and delivery of such certificate by the Corporation shall
constitute adoption thereof by the Corporation. The certificates shall be
consecutively numbered, and as they are issued, a record of such issuance shall
be entered in the books of the Corporation.

         Section 2.2. Stock Certificate Book and Stockholders of Record. The
secretary of the Corporation shall maintain, among other records, a stock
certificate book, the stubs in which shall set forth the names and addresses of
the holders of all issued shares of the Corporation, the number of shares held
by each, the number of certificates representing such shares, the date of issue
of such certificates, and whether or not such shares originate from original
issue or from transfer. The names and addresses of stockholders as they appear
on the stock certificate book shall be the official list of stockholders of
record of the Corporation for all purposes. The Corporation shall be entitled to
treat the holder of record of any shares as the owner thereof for all purposes,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such shares or any rights deriving from such shares on the part of any other
person, including, but without limitation, a purchaser, assignee, or transferee,
unless and until



<PAGE>   3


such other person becomes the holder of record of such shares, whether or not
the Corporation shall have either actual or constructive notice of the interest
of such other person.

         Section 2.3. Stockholder's Change of Name or Address. Each stockholder
shall promptly notify the secretary of the Corporation, at its principal
business office, by written notice sent by certified mail, return receipt
requested, of any change in name or address of the stockholder from that as it
appears upon the official list of stockholders of record of the Corporation. The
secretary of the Corporation shall then enter such changes into all affected
Corporation records, including, but not limited to, the official list of
stockholders of record.

         Section 2.4. Transfer of Stock. The shares represented by any
certificate of the Corporation are transferable only on the books of the
Corporation by the holder of record thereof or by his duly authorized attorney
or legal representative upon surrender of the certificate for such shares,
properly endorsed or assigned. The Board of Directors may make such rules and
regulations concerning the issue, transfer, registration and replacement of
certificates as they deem desirable or necessary.

         Section 2.5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents or registrars of the shares, or both, and
may require all share certificates to bear the signature of a transfer agent or
registrar, or both.

         Section 2.6. Lost, Stolen or Destroyed Certificates. The Corporation
may issue a new certificate for shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, stolen or destroyed; but, the
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to furnish an affidavit as to such
loss, theft, or destruction and to give a bond in such form and substance, and
with such surety or sureties, with fixed or open penalty, as the board may
direct, in order to indemnify the Corporation and its transfer agents and
registrars, if any, against any claim that may be made on account of the alleged
loss, theft or destruction of such certificate.

         Section 2.7. Fractional Shares. Only whole shares of the stock of the
Corporation shall be issued. In case of any transaction by reason of which a
fractional share might otherwise be issued, the directors, or the officers in
the exercise of powers delegated by the directors, shall take such measures
consistent with the law, the Certificate of Incorporation and these Bylaws,
including (for example, and not by way of limitation) the payment in cash of an
amount equal to the fair value of any fractional share, as they may deem proper
to avoid the issuance of any fractional share.

                                   ARTICLE III

                                THE STOCKHOLDERS

         Section 3.1. Annual Meeting. Commencing in the calendar year 1998, the
annual meeting of the stockholders, for the election of directors and for the
transaction of such other business as may properly come before the meeting,
shall be held at the principal office of the Corporation, at 10:00 a.m. local
time, on the 10th day of May of each year unless such day is a legal holiday, in
which case such meeting shall be held at such hour on the first day thereafter


                                       2

<PAGE>   4


which is not a legal holiday; or, at such other place and time as may be
designated by the Board of Directors. Failure to hold any annual meeting or
meetings shall not work a forfeiture or dissolution of the Corporation. If a
stockholder intends to bring up items of business or nominate directors at any
annual meeting, notice of such intent must be received at the Corporation's
principal executive offices on the date that is at least the number of days
before the annual meeting that is required from time to time under federal
securities laws with respect to companies registered under the Securities
Exchange Act of 1934.

         Section 3.2. Special Meetings. Except as otherwise provided by law or
by the Certificate of Incorporation, special meetings of the stockholders may be
called by the chairman of the Board of Directors, the Chief Executive Officer,
President, a majority of the directors, or the holders of not less than
twenty-five percent (25%) of all the shares having voting power at such meeting,
and shall be held at the principal office of the Corporation or at such other
place, and at such time, as may be stated in the notice calling such meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purpose stated in the notice of such meeting given in accordance with the
terms of section 3.3.

         Section 3.3. Notice of Meetings - Waiver. Written notice of each
meeting of stockholders, stating the place, day and hour of any meeting and, in
case of a special stockholders' meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of such meeting, either personally or by mail, by or at the
direction of the Chief Executive Officer, President, the secretary, or the
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the stockholder at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon prepaid. Such further or earlier notice shall be given as may be
required by law. The signing by a stockholder of a written waiver of notice of
any stockholders' meeting, whether before or after the time stated in such
waiver, shall be equivalent to the receiving by him of all notice required to be
given with respect to such meeting. Attendance by a person at a stockholders'
meeting shall constitute a waiver of notice of such meeting except when a person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. No notice of any adjournment of any meeting shall be
required.

         Section 3.4. Closing of Transfer Books and Fixing of Record Date. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior to
any other action. If no record date is fixed, the record date shall be as
follows: the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when


                                       3

<PAGE>   5


no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed; and, the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

         Section 3.5. Voting List. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall be subject to lawful
inspection by any stockholder at any time during the usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any stockholders during the whole time
of the meeting.

         Section 3.6. Quorum and Officers. Except as otherwise provided by law,
by the Certificate of Incorporation or by these bylaws, the holders of a
majority of the shares entitled to vote and represented in person or by proxy
shall constitute a quorum at a meeting of stockholders, but the stockholders
present at any meeting, although representing less than a quorum, may from time
to time adjourn the meeting to some other day and hour, without notice other
than announcement at the meeting. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. The vote of the
holders of a majority of the shares entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the stockholders'
meeting, unless the vote of a greater number is required by law. The chairman of
the board shall preside at, and the secretary shall keep the records of, each
meeting of stockholders, and in the absence of either such officer, his duties
shall be performed by any other officer authorized by these bylaws or any person
appointed by resolution duly adopted at the meeting.

         Section 3.7. Voting at Meetings. Each outstanding share shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders except to the extent that the Certificate of Incorporation or the
laws of the State of Delaware provide otherwise.

         Section 3.8. Proxies. A stockholder may vote either in person or by
proxy executed in writing by the stockholder; but, no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally.

         Section 3.9. Balloting. All elections of directors shall be by written
ballot. Upon the demand of any stockholder, the vote upon any other question
before the meeting shall be by ballot. At each meeting, inspectors of election
may be appointed by the presiding officer of the meeting; and, at any meeting
for the election of directors, inspectors shall be so appointed


                                       4

<PAGE>   6


on the demand of any stockholder present or represented by proxy and entitled to
vote in such election of directors. No director or candidate for the office of
director shall be appointed as such inspector. The number of votes cast by
shares in the election of directors shall be recorded in the minutes.

         Section 3.10. Voting Rights Prohibition of Cumulative Voting for
Directors. Each outstanding share of common stock shall be entitled to one (1)
vote upon each matter submitted to a vote at a meeting of stockholders. No
stockholder shall have the right to cumulate his votes for the election of
directors but each share shall be entitled to one vote in the election of each
director. In the case of any contested election for any directorship, the
candidate for such position receiving a plurality of the votes cast in such
election shall be elected to such position.

         Section 3.11. Record of Stockholders. The Corporation shall keep at its
principal business office, or the office of its transfer agents or registrars, a
record of its stockholders, giving the names and addresses of all stockholders
and the number and class of the shares held by each.

                                   ARTICLE IV

                             THE BOARD OF DIRECTORS

         Section 4.1. Number, Qualifications and Term. The business and affairs
of the Corporation shall be managed or be under the direction of the Board of
Directors; and, subject to any restrictions imposed by law, by the Certificate
of Incorporation, or by these Bylaws, the Board of Directors may exercise all
the powers of the Corporation. The Board of Directors shall consist of at least
four (4) members but no more than nine (9) members, as such number is determined
from time to time by a vote of at least 66-2/3% of the directors then in office.
The number may be decreased below four (4) or increased above nine (9) only by
(a) the vote of holders of at least eighty percent (80%) of the shares entitled
to vote thereon, or (b) the unanimous vote of the Board of Directors. No
decrease in number of directors shall shorten the term of any incumbent
director. Directors need not be residents of Delaware but shall be stockholders
of the Corporation. Except as otherwise provided in Section 4.3 of these Bylaws,
the Board of Directors shall be divided into three classes, each class to be as
nearly equal in number as possible. The terms of office of directors of the
first class are to expire at the first annual meeting of stockholders after
their election or appointment, that of the second class is to expire at the
second annual meeting after their election or appointment, and that of the third
class is to expire at the third annual meeting after their election or
appointment. Thereafter, each director shall serve for a term ending on the date
of the third annual meeting of stockholders following the annual meeting at
which such director was elected. Any such election shall be conducted in
accordance with Section 3.10 of these Bylaws. Each person elected a director
shall hold office until his successor is duly elected and qualified or until his
earlier resignation or removal in accordance with Section 4.2 of these Bylaws.
To alter or repeal this classified board provision, the affirmative vote of the
holders of at least eighty percent (80%) of the shares entitled to vote thereon
is required; provided, however, that if any person is entitled to designate one
or more new directors to the Board of Directors under the terms of an agreement
among stockholders holding a majority of the stock of the Corporation entitled
to vote in an election of directors at the time such agreement was executed,
which agreement was entered into on June 5,


                                       5

<PAGE>   7


1998, and the appointment of the person so designated would expand the size of
the Board of Directors beyond the then-current maximum, then the size of the
Board shall be increased as necessary to permit the appointment of such new
director or directors.

         Section 4.2. Removal. Any director or the entire Board of Directors may
be removed from office, at any time, but only for cause, at any meeting of
stockholders by the affirmative vote of at least 80% of the shares of the
stockholders entitled to vote at such meeting, if notice of the intention to act
upon such matter shall have been given in the notice calling such meeting. If
the notice calling such meeting shall have been so provided, the vacancy caused
by such removal may be filled at such meeting by the affirmative vote of at
least 80% of the shares of the stockholders present in person or by proxy and
entitled to vote. "Cause" is defined to include only: Conviction of a felony;
declaration of unsound mind by order of court; gross dereliction of duty;
commission of an action involving moral turpitude; or commission of an action
which constitutes intentional misconduct or a knowing violation of law if such
action in either event results both in an improper substantial personal benefit
and a material injury to the Corporation; PROVIDED, HOWEVER THAT IF THE DIRECTOR
THAT WAS REMOVED WAS ELECTED PURSUANT TO THE TERMS OF AN AGREEMENT AMONG
STOCKHOLDERS HOLDING A MAJORITY OF THE STOCK OF THE COMPANY ENTITLED TO VOTE IN
AN ELECTION OF DIRECTORS WHICH AGREEMENT WAS ENTERED INTO ON JUNE 5, 1998, THEN
SUCH VACANCY SHALL BE FILLED IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT AND
BY A VOTE OF A MAJORITY OF THE SHARES PRESENT AND ENTITLED TO VOTE IN A DULY
CONSTITUTED MEETING OF STOCKHOLDERS.

         Section 4.3. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director; provided, however, that if such vacancy is or
newly created directorships are occasioned by or in connection with an agreement
among stockholders holding a majority of the stock of the Company entitled to
vote in an election of directors at the time such agreement was executed, which
agreement was entered into on June 5, 1998, then such vacancy or newly created
directorships shall be filled in accordance with the terms of such agreement and
by the affirmative vote of a majority of the shares present and entitled to vote
in a duly constituted meeting of stockholders. When one or more directors shall
die, resign, or be removed from the board, a majority of the directors then in
office, including, if applicable, those who have so resigned effective at a
future date, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in this
section in the filling of other vacancies. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office; provided,
however, that if such director held office under the terms of an agreement among
stockholders holding a majority of the stock of the Company entitled to vote in
an election of directors at the time such agreement was executed, which
agreement was entered into on June 5, 1998, the vacancy shall be filled in
accordance with the terms of such agreement and by the affirmative vote of a
majority of the shares present and entitled to vote in a duly constituted
meeting of stockholders.

         Section 4.4. Regular Meetings. Regular meetings of the Board of
Directors shall be held immediately following each annual meeting of
stockholders, at the place of such meeting, and at such other times and places
as the Board of Directors shall determine. Ten days


                                       6

<PAGE>   8


notice of any kind of such regular meetings (other than the meeting immediately
following the annual meeting) needs to be given to either old or new members of
the Board of Directors.

         Section 4.5. Special Meetings. Special meetings of the Board of
Directors shall be held at any time by call of the chairman of the board, the
Chief Executive Officer, the President, or a majority of the Board of Directors.
The secretary shall give notice of each special meeting to each director at his
usual business or residence address by mail at least three days before the
meeting or by telegraph or telephone at least one day before such meeting.
Except as otherwise provided by law, by the Certificate of Incorporation, or by
these bylaws, such notice need not specify the business to be transacted at, or
the purpose of, such meeting. No notice shall be necessary for any adjournment
of any meeting. The signing of a written waiver of notice of any special meeting
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to the receiving of such notice.
Attendance of a director at a meeting shall also constitute a waiver of notice
of such meeting, except where a director attends a meeting for the express and
announced purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         Section 4.6. Quorum. A majority of the number of directors fixed by or
in accordance with these bylaws shall constitute a quorum for the transaction of
business and the act of not less than a majority of such quorum of the directors
shall be required in order to constitute the act of the Board of Directors,
unless the act of a greater number shall be required by law, by the Certificate
of Incorporation or by these bylaws, or by other agreement or contract.

         Section 4.7. Procedure at Meetings. The Board of Directors, at each
regular meeting held immediately following the annual meeting of stockholders,
shall appoint one of their number as chairman of the Board of Directors. The
chairman of the board shall preside at meetings of the board. In his absence at
any meeting, any officer authorized by these bylaws or any member of the board
selected by the members present shall preside. The secretary of the Corporation
shall act as secretary at all meetings of the board. In his absence, the
presiding officer of the meeting may designate any person to act as secretary.
At meetings of the Board of Directors, the business shall be transacted in an
orderly manner in accordance with those procedures set forth in Appendix A
attached hereto. At any meeting, by a majority vote of the Board of Directors,
the Board of Directors may adopt the Robert's Rules of Order to govern the
conduct of such meeting.

         Section 4.8. Presumption of Assent. Any director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before adjournment thereof or shall forward such
dissent by registered mail to the secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

         Section 4.9. Action Without a Meeting. Any action required by statute
or permitted to be taken at a meeting of the directors of the Corporation, or of
any committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so taken,


                                       7

<PAGE>   9


shall be signed by all directors or all committee members as the case may be,
and if the consent in writing shall be filed with the minutes of the proceedings
of the board or committee.

         Section 4.10. Compensation. As determined from time to time by
resolution of the Board of Directors, directors may receive stated annual
director's fees for their service payable in one or more installments, and a
fixed sum and reimbursement for reasonable expenses of attendance, if any, that
may be allowed for attendance at each regular or special meeting of the Board of
Directors or at any meeting of the executive committee of directors, if any, to
which such director may be elected in accordance with the following section
4.11; but, nothing herein shall preclude any director from serving the
Corporation in any other capacity or receiving compensation therefor.

         Section 4.11. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the number of directors fixed by these
bylaws, may designate an executive committee, which committee shall consist of
two or more of the directors of the Corporation. Such executive committee may
exercise such authority of the Board of Directors in the business and affairs of
the Corporation as the Board of Directors may by resolution duly delegate to it
except as prohibited by law. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law. Any member of the executive committee may be removed by the Board of
Directors by the affirmative vote of a majority of the number of directors fixed
by or in accordance with the bylaws whenever in the judgment of the board the
best interests of the Corporation will be served thereby.

         The executive committee shall keep regular minutes of its proceedings
and report the same to the Board of Directors when required. The minutes of the
proceedings of the executive committee shall be placed in the minute book of the
Corporation. Each member of the executive committee shall receive such
compensation for executive committee membership and participation in executive
committee meetings, including reimbursement for reasonable expenses actually
incurred by him by reason of such membership, as may be approved from time to
time by the Board of Directors. The Board of Directors may by resolution passed
by a majority of the Board of Directors, designate additional committees, which
committees shall have such power and authority and will perform such functions
as may be provided in such resolution.

         Section 4.12. Advisory Committees. The Board of Directors shall appoint
an audit committee and compensation committee, and may for its convenience, and
at its discretion, appoint one or more other advisory committees of two or more
directors each; but, no such committees (other than the compensation committee)
shall have any power or authority except to advise the Board of Directors, any
such committee shall exist solely at the pleasure of the Board of Directors,
regular minutes of the proceedings of any such committee may, at the discretion
of the committee, be kept and, to the extent kept, shall be reported to the
Board of Directors when required. Any minutes of the proceedings of such
committees shall be placed in the minute books of the Corporation. Each member
of any such committee shall receive such compensation for such committee
membership and participation in committee meetings, including reimbursement for
reasonable expenses actually incurred by him by reason of such membership, as
may be approved from time to time by the Board of Directors.


                                       8

<PAGE>   10


                                    ARTICLE V

                                    OFFICERS

         Section 5.1. Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall include a Chief Executive Officer, a President,
and a Secretary, each of whom shall be elected by the Board of Directors. Such
other officers (including vice presidents) and assistant officers as may be
deemed necessary, may be elected or appointed by the Board of Directors. Any two
(2) or more offices may be held by the same person.

         Section 5.2. Election; Term; Qualification. Officers shall be chosen by
the Board of Directors annually at the meeting of the Board of Directors
following the annual stockholders' meeting. Each officer shall hold office until
his death, resignation, or removal, subject to reappointment at each annual
Board of Directors meeting immediately following the annual stockholders
meeting.

         Section 5.3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby; but, such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create any contract rights.

         Section 5.4. Vacancies. Any vacancy in any office for any cause may be
filled by appointment of the Chief Executive Officer or President subject to
ratification by the Board of Directors at any meeting.

         Section 5.5. Duties. The officers of the Corporation shall have such
powers and duties, except as modified by the Board of Directors, as generally
pertain to their offices, respectively, as well as such powers and duties as
from time to time shall be conferred by the Board of Directors and by these
bylaws.

         Section 5.6. Chief Executive Officer. The Chief Executive Officer shall
be subject to the control of the Board of Directors, and shall in general
supervise and control all business and affairs of the Corporation. The Chief
Executive Officer may sign, with the Secretary or any other proper officer of
the Corporation thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, deeds, mortgages, bonds, contracts, and other
obligations in the name of the Corporation, which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, 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 Board of Directors from time to time. In the absence
of the Chairman, or if the directors neglect or fail to elect a Chairman, then
the Chief Executive Officer of the Corporation, if he is a member of the Board
of Directors, shall automatically serve as Chairman of the Board of Directors.


                                       9

<PAGE>   11


         Section 5.7. The 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 Board of Directors from time to time .

         Section 5.8. The Vice Presidents. At the request of the Chief Executive
Officer, or President, or in their absence or disability, the vice presidents,
in the order of their election, shall perform the duties of the Chief Executive
Officer and President, and, when so acting, shall have all the powers of, and be
subject to all restrictions upon, the President. Any action taken by a vice
president in the performance of the duties of the Chief Executive Officer or
President shall be conclusive evidence of the absence or inability to act of the
President at the time such action was taken. The vice presidents shall perform
such other duties as may, from time to time, be assigned to them by the Board of
Directors, Chief Executive Officer or the President. A vice president may sign,
with the secretary or an assistant secretary, certificates of stock of the
Corporation.

         Section 5.9. Secretary. The secretary shall keep the minutes of all
meetings of the stockholders, of the Board of Directors, and of the executive
committee, if any, of the board of directors, in one or more books provided for
such purpose and shall see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law. He shall be custodian of
the corporate records and of the seal (if any) of the Corporation and see, if
the Corporation has a seal, that the seal of the Corporation is affixed to all
documents the execution of which on behalf of the Corporation under its seal is
duly authorized; shall have general charge of the stock certificate books,
transfer books and stock ledgers, and such other books and papers of the
Corporation as the Board of Directors may direct, all of which shall, at all
reasonable times, be open to the examination of any director, upon application
at the office of the Corporation during business hours; and in general shall
perform all duties and exercise all powers incident to the office of the
secretary and such other duties and powers as the Board of Directors or the
President from time to time may assign to or confer on him.

         Section 5.10. Treasurer. The treasurer shall keep complete and accurate
records of account, showing at all times the financial condition of the
Corporation. He shall be the legal custodian of all money, notes, securities and
other valuables which may from time to time come into the possession of the
Corporation. He shall furnish at meetings of the Board of Directors, or whenever
requested, a statement of the financial condition of the Corporation, and shall
perform such other duties as these bylaws may require or the Board of Directors
may prescribe.

         Section 5.11. Assistant Officers. Any assistant secretary or assistant
treasurer appointed by the Board of Directors shall have power to perform, and
shall perform, all duties incumbent upon the secretary or treasurer of the
Corporation, respectively, subject to the general direction of such respective
officers, and shall perform such other duties as these bylaws may require or the
Board of Directors may prescribe.

         Section 5.12. Salaries. The salaries or other compensation of the
officers shall be fixed from time to time by the Board of Directors or the
compensation committee thereof


                                       10

<PAGE>   12


approved by the Board of Directors. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that he is also a
director of the Corporation.

         Section 5.13. Bonds of Officers. The Board of Directors may secure the
fidelity of any officer of the Corporation by bond or otherwise, on such terms
and with such surety or sureties, conditions, penalties or securities as shall
be deemed proper by the Board of Directors.

         Section 5.14. Delegation. The Board of Directors may delegate
temporarily the powers and duties of any officer of the Corporation, in case of
his absence or for any other reason, to any other officer, and may authorize the
delegation by any officer of the Corporation of any of his powers and duties to
any agent or employee, subject to the general supervision of such officer.

                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.1. Dividends. Dividends on the outstanding shares of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid by the Corporation in cash, in
property, or in the Corporation's own shares, but only out of the surplus of the
Corporation, except as otherwise allowed by law and the Certificate of
Incorporation.

         Subject to limitations upon the authority of the Board of Directors
imposed by law or by the Certificate of Incorporation, the declaration of and
provision for payment of dividends shall be at the discretion of the Board of
Directors.

         Section 6.2. Contracts. The Chief Executive Officer and President shall
have the power and authority to execute, on behalf of the Corporation, contracts
or instruments in the usual and regular course of business, and in addition the
Board of Directors may authorize any officer or officers, agent or agents, of
the Corporation to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances. Unless so authorized by the Board of
Directors or by these bylaws, no officer, agent or employee shall have any power
or authority to bind the Corporation by any contract or engagement, or to pledge
its credit or to render it pecuniarily liable for any purpose or in any amount.

         Section 6.3. Checks, Drafts, etc. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the Corporation shall be signed by such officers or employees of the
Corporation as shall from time to time be authorized pursuant to these bylaws or
by resolution of the Board of Directors.

         Section 6.4. Depositories. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such banks or
other depositories as the Board of Directors may from time to time designate,
and upon such terms and conditions as shall be fixed by the Board of Directors.
The Board of Directors may from time to time authorize the opening


                                       11

<PAGE>   13


and maintaining within any such depository as it may designate, of general and
special accounts, and may make such special rules and regulations with respect
thereto as it may deem expedient.

         Section 6.5. Endorsement of Stock Certificates. Subject to the specific
directions of the Board of Directors, any share or shares of stock issued by any
corporation and owned by the Corporation, including reacquired shares of the
Corporation's own stock, may, for sale or transfer, be endorsed in the name of
the Corporation by the Chief Executive Officer, President or any vice president;
and such endorsement may be attested or witnessed by the secretary or any
assistant secretary either with or without the affixing thereto of the corporate
seal.

         Section 6.6. Corporate Seal. The corporate seal, if any, shall be in
such form as the Board of Directors shall approve, and such seal, or a facsimile
thereof, may be impressed on, affixed to, or in any manner reproduced upon,
instruments of any nature required to be executed by officers of the
Corporation.

         Section 6.7. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year.

         Section 6.8. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its stockholders and Board of Directors, and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

         Section 6.9. Resignations. Any director or officer may resign at any
time. Such resignations shall be made in writing and shall take effect at the
time specified therein, or, if no time is specified, at the time of its receipt
by the President or secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.

         Section 6.10. Indemnification of Officers, Directors, Employees and
Agents.

         (a) Mandatory Indemnification. Each person who at any time is or was a
director or officer of the Corporation, and is threatened to be or is made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative (a
"Proceeding"), by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, member,
employee, trustee, agent or similar functionary of another domestic or foreign
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other for-profit or non-profit enterprise (all such persons
entitled to indemnification hereunder being referred to as "Indemnitees"),
whether the basis of a Proceeding is alleged action in such person's official
capacity or in another capacity while holding such office, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law (the "DGCL") or any other applicable law as may
from time to time be in effect (but, in the case of any amendment of an existing
statute or enactment of a new statute, only to the extent that such amendment or
new


                                       12

<PAGE>   14


statute permits the Corporation to provide broader indemnification rights than
law existing prior to such amendment or enactment permitted the Corporation to
provide), against all expense, liability and loss (including, without
limitation, court costs and attorneys' fees, judgments, fines, excise taxes or
penalties, and amounts paid or to be paid in settlement) actually and reasonably
incurred or suffered by such person in connection with a Proceeding, so long as
a majority of disinterested directors, the stockholders, or independent legal
counsel through a written opinion determines that such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and in the case of a criminal Proceeding, such
person had no reasonable cause to believe his conduct was unlawful. Such
indemnification shall continue as to a person who has ceased to be a director or
officer of the Corporation or a director, officer, partner, venturer,
proprietor, member, employee, trustee, agent or similar functionary of another
domestic or foreign corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other for-profit or non-profit
enterprise, and shall inure to the benefit of such person's heirs, executors and
administrators. The Corporation's obligations under this Section 6.10(a)
include, but are not limited to, the convening of any meeting and the
consideration thereat of any matter which is required by statute to determine
the eligibility of any person for indemnification.

         (b) Prepayment of Expenses. Expenses incurred by a director or officer
of the Corporation in defending a Proceeding shall be paid by the Corporation in
advance of the final disposition of such Proceeding to the fullest extent
permitted by, and only in compliance with, the DGCL or any other applicable laws
as may from time to time be in effect, including, without limitation, any
provision of the DGCL which requires, as a condition precedent to such expense
advancement, the delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director is not entitled to be indemnified
under Section 6.10(a) or otherwise. Repayments of all amounts so advanced shall
be upon such terms and conditions, if any, as the Corporation's Board of
Directors deems appropriate.

         (c) Vesting. The Corporation's obligation to indemnify and to prepay
expenses under Sections 6.10(a) and 6.10(b) shall arise, and all rights granted
to the Corporation's directors and officers hereunder shall vest, at the time of
the occurrence of the transaction or event to which a Proceeding relates, or at
the time that the action or conduct to which such Proceeding relates was first
taken or engaged in (or omitted to be taken or engaged in), regardless of when
such Proceeding is first threatened, commenced or completed (and whether arising
out of a transaction or event occurring before or after adoption of this Section
6.10). Notwithstanding any other provision of the Certificate of Incorporation
or bylaws of the Corporation, no action taken by the Corporation subsequent to
the adoption of this Section 6.10, either by amendment of the Certificate of
Incorporation or these bylaws of the Corporation or otherwise, shall diminish or
adversely affect any rights to indemnification or prepayment of expenses granted
under Sections 6.10(a) and 6.10(b) which shall have become vested as aforesaid
prior to the date that such amendment or other corporate action is effective or
taken, whichever is later.

         (d) Enforcement. If a claim under Section 6.10(a) and/or Section
6.10(b) is not paid in full by the Corporation within 30 days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit in a court of competent


                                       13

<PAGE>   15


jurisdiction against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall also be entitled to
be paid the expense of prosecuting such claim. It shall be a defense to any such
suit (other than a suit brought to enforce a claim for expenses incurred in
defending any Proceeding in advance of its final disposition when the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the DGCL or other applicable law to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation. The
failure of the Corporation (including its Board of Directors, independent legal
counsel, or stockholders) to have made a determination prior to the commencement
of such suit as to whether indemnification is proper in the circumstances based
upon the applicable standard of conduct set forth in the DGCL or other
applicable law shall neither be a defense to the action nor create a presumption
that the claimant has not met the applicable standard of conduct. The
termination of any Proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal Proceeding, had reasonable cause
to believe that his conduct was unlawful.

         (e) Nonexclusive. The indemnification provided by this Section 6.10
shall not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any statute, the Corporation's Certificate
of Incorporation, other provisions of these bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (f) Permissive Indemnification. The rights to indemnification and
prepayment of expenses which are conferred on the Corporation's directors and
officers by Sections 6.10(a) and 6.10(b) may be conferred upon any employee or
agent of the Corporation or other person serving at the request of the
Corporation if, and to the extent, authorized by the Board of Directors.

         (g) Insurance. The Corporation shall have power to purchase and
maintain insurance, at its expense, on behalf of any Indemnitee against any
expense, liability or loss asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Corporation's Certificate of
Incorporation, the provisions of this Section 6.10, the DGCL or other applicable
law.

         Section 6.11. Meetings by Telephone. Subject to the provisions required
or permitted by these bylaws or the laws of the State of Delaware for notice of
meetings, members of the Board of Directors, or members of any committee
designated by the Board of Directors, may participate in and hold any meeting
required or permitted under these bylaws by telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall constitute
presence in person at such a meeting, except where a person participates in the
meeting for the express


                                       14

<PAGE>   16


purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

         Section 6.12. Transactions with Affiliated Parties. Any transaction
with affiliated parties must be approved by a majority of the Board of
Directors, including a majority of the disinterested members of the Board of
Directors, and must be on terms considered by such disinterested directors to be
no less favorable than those that the Corporation could obtain from unaffiliated
parties.

         Section 6.13. Appointment of Auditors. The Board of Directors shall
have the authority to select the independent accountants to audit the
corporation's financial statements, subject to ratification by the stockholders
of the Corporation.

                                   ARTICLE VII

                                   AMENDMENTS

         Section 7.1. Amendments. These Bylaws may be altered, amended or
repealed or new Bylaws adopted as set forth in the Certificate of Incorporation.


                                       15

<PAGE>   17



                                   APPENDIX A

          The following procedures shall be followed in the conduct of
                  each Board of Directors or committee meeting:

1.       Motion is made.

2.       Motion is seconded.

3.       Free and open discussion.

4.       If seconded, after discussion a vote is taken.

5.       Record the number of votes for and against the Motion.

6.       Record the name of the individual making the Motion.

7.       Record the name of the individual seconding the Motion.

8.       Record the names of any individual voting against the Motion who acts
         pursuant to Section 4.9.

9.       Declare the vote unanimous if applicable.


                                       16


<PAGE>   1
                                                                     EXHIBIT 3.6


                          CERTIFICATE OF INCORPORATION
                                       OF

                            HV MARINE OPERATORS, INC.




                                  ARTICLE ONE

         The name of the corporation is HV Marine Operators, Inc.

                                  ARTICLE TWO

         The street address of its initial registered office in Delaware is 1209
Orange Street, Wilmington, Delaware 19805 and the name of its initial registered
agent at such address is The Corporation Trust Company, New Castle County.

                                 ARTICLE THREE

         The corporation is to have perpetual existence.

                                  ARTICLE FOUR

         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 FIVE

         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 SIX

         The Corporation shall indemnify its officers and directors under the
circumstances and to the full extent permitted by law.

                                 ARTICLE SEVEN

         The board of directors is expressly authorized to make, alter, or
repeal the bylaws of the corporation or to adopt new bylaws.



<PAGE>   2

                                 ARTICLE EIGHT

         The names and addresses of the persons who are to serve as directors
until the first annual meeting of stockholders and until
 their successors are
elected and qualified are:

                                        Christian G. Vaccari
                                        716 Tete Lours Drive
                                        Mandeville, Louisiana 70471

                                        Todd M. Hornbeck
                                        139-B James Comeaux Road, No. 810
                                        Lafayette, Louisiana 70508

                                  ARTICLE NINE

         The name and address of the incorporator is R. Clyde Parker, Jr., 910
Travis Street, Suite 2400, Houston, Texas 77002.

         THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 2nd day of June, 1997.




                                             /s/ R. CLYDE PARKER, JR.
                                             -----------------------------------
                                             R. Clyde Parker, Jr.


                                       2


<PAGE>   1
                                                                     EXHIBIT 3.7



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            HV MARINE OPERATORS, INC.


         Pursuant to Section 242 of the Delaware General Corporation Law, HV
Marine Operators, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify:

         FIRST: The Certificate of Incorporation of the Corporation is hereby
amended so that Article One reads as follows:

                                  "ARTICLE ONE

         The name of the corporation is HORNBECK-LEEVAC Marine Operators, Inc."

         SECOND: The amendment to the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, said HV Marine Operators, Inc. has caused this
certificate to be signed by Christian G. Vaccari, its Chief Executive Officer,
and attested by Todd M. Hornbeck, its Secretary, this 31 day of October, 1999.


                                    HV MARINE OPERATORS, INC.
ATTEST:



By: /s/ TODD M. HORNBECK            By: /s/ CHRISTIAN G. VACCARI
   -------------------------------     --------------------------------------
    Todd M. Hornbeck, Secretary         Christian G. Vaccari, Chief Executive
                                        Officer






<PAGE>   1

                                                                     EXHIBIT 3.8

                            HV MARINE OPERATORS, INC.

                                     BY-LAWS


                                   ARTICLE I
                                        
                                    Offices

         SECTION 1. Registered Office. The registered office of HV Marine
Operators, Inc. (the "Company") in the State of Delaware is located at 1209
Orange Street in the City of Wilmington, County of New Castle.

         SECTION 2. Principal Office. The principal office of the Company will
be in New Orleans, Louisiana, or at such other place as the board of directors
may from time to time determine.

         SECTION 3. Other Offices. The Company may also have offices at such
other places as the board of directors may from time to time determine or the
business of the corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

         SECTION 1. Place of Meetings. All meetings of stockholders will be held
at the principal office of the Company, or at such other place as will be
determined by the board of directors and specified in the notice of the meeting.

         SECTION 2. Annual Meeting. The annual meeting of stockholders will be
held at such date and time as will be designated from time to time by the board
of directors and stated in the notice of meeting, at which such meeting the
stockholders will elect by written ballot a board of directors and transact such
other business as may properly be
 brought before the meeting.

         SECTION 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the place, day, and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

         SECTION 4. Special Meeting. Special meetings of stockholders will be
called by the chief executive officer or the board of directors, and will be
called by the chief executive officer or secretary at the request in writing of
the stockholders owning one-third of the outstanding shares of capital stock of
the Company. Such request will state the purpose or purposes of the proposed
meeting, and any purpose so stated will be conclusively deemed to be a "proper"
purpose.



<PAGE>   2

         SECTION 5. Notice of Special Meeting. Written or printed notice of a
special meeting stating the place, day, and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

         SECTION 6. Business at Special Meeting. Business transacted at all
special meetings of stockholders will be confined to the purpose or purposes
stated in the notice.

         SECTION 7. Stockholder List. At least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at each such
meeting or in any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, will be prepared by the secretary.
Such list will be open to the examination of any stockholder, for any purpose
germane to the meeting, during any ordinary business hours for such ten (10) day
period either at a place within the city where the meeting is to be held, or, if
not so specified, at the place where the meeting is to be held. Such list will
also be produced and kept open at the time and place of the meeting and will be
subject to the inspection of any stockholder during the whole time of the
meeting.

         SECTION 8. Quorum. The holders of a majority of the shares of capital
stock issued and outstanding and entitled to vote thereat, represented in person
or by proxy, will constitute a quorum at all meetings of the stockholders for
the transaction of business. The stockholders present may adjourn the meeting
despite the absence of a quorum. When a meeting is adjourned for less than
thirty days in any one adjournment, it will not be necessary to give any notice
of the adjourned meeting if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted which might have been
transacted on the original data of the meeting. When a meeting is adjourned for
thirty (30) days or more, notices of the adjourned meeting will be given as in
the case of an original meeting.

         SECTION 9. Proxies. At any meetings of the stockholders, every
stockholder having the right to vote will be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such stockholder or by
his duly authorized attorney-in-fact and bearing a date not more than eleven
months prior to said meeting.

         SECTION 10. Voting. Unless otherwise provided by statute, each
stockholder having the right to vote will be entitled to vote for each share of
stock having voting power registered in his name on the books of the Company.
Cumulative voting for directors is prohibited.

         SECTION 11. Consent of Stockholders in Lieu of Meeting. Any action
which may be taken at a special or annual meeting of the stockholders may be
taken without a meeting, without prior notice, and without a vote, if a consent
in writing, setting forth the action so taken, will be signed by all of the
holders of outstanding stock having not less than the minimum number of votes
which would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the

                                      -2-


<PAGE>   3


corporate action without a meeting by less than unanimous written consent will
be given to those stockholders who have not consented in writing.

                                  ARTICLE III

                               Board of Directors

         SECTION 1. Number of Directors. The number of directors comprising the
full board of directors will be not less than one (1) nor more than five (5),
but the number of directors may be increased from time to time by action of the
stockholders or the board of directors, or, whenever the number of directors
comprising the full board exceeds one, decreased (provided such decrease does
not shorten the term of any incumbent director), from time to time by amendment
to these bylaws.

         SECTION 2. Election and Term. Except as provided in Section 3 of this
Article, directors will be elected at the annual meeting of the stockholders,
and each director will be elected to serve until the next annual meeting or
until his successor will have been elected and will qualify. Directors need not
be stockholders.

         SECTION 3. Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors, although less than a
quorum, except where the vacancies have been created by removal of directors by
the owners of a majority of the outstanding shares of capital stock. In the
event of such removal, the resulting vacancies will be filled by the owners of
the majority of the outstanding shares of capital stock.

         SECTION 4. Resignation; Removal. Any director may resign at any time by
giving written notice thereof to the board of directors. Any such resignation
will take effect as of its date unless some other date is specified therein, in
which event it will be effective as of that date. The acceptance of such
resignation will not be necessary to make it effective. The board of directors
may, by majority vote of the directors then in office, remove a director for
cause. The owners of a majority of the outstanding shares of capital stock may
remove any director or the entire board of directors, with or without cause,
either by a vote at a special meeting or annual meeting, or by written consent.

                                   ARTICLE IV

                              Meetings of the Board

         SECTION 1. First Meeting. Upon the adjournment of the annual meeting of
stockholders, the board of directors will meet as soon as practicable to appoint
the members of such committees of the board of directors as the board may deem
necessary or advisable, to appoint officers for the ensuing year, and to
transact such other business as may properly come

                                      -3-


<PAGE>   4

before the meeting. No notice of such meeting will be necessary to the newly
elected directors in order legally to constitute the meeting provided a quorum
will be present.

         SECTION 2. Meetings. Meetings of the board of directors will be held
whenever called by the chief executive officer or by any director. Notice of
each meeting will be given at least one (1) day prior to the date of the meeting
either personally, or by telephone or telegraph to each director, and will state
the purpose, place, day and hour of the meeting.

         SECTION 3. Quorum and Voting. At all meetings of the board of directors
(except in the case of a meeting convey for the purpose specified in Article
III, Section 3 of these bylaws) a majority of the directors will be necessary
and sufficient to constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum will be the act of the board of directors. If a quorum will not be
present at any such meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum will be present.

         SECTION 4. Telephone Meetings. At any meeting of the board of
directors, a member may attend by telephone, radio, television, or similar means
of communication which permits him to participate in the meeting, and a director
so attending will be deemed present at the meeting for all purposes including
the determination of whether a quorum is present.

         SECTION 5. Action by Written Consent. Any action required or permitted
to be taken by the board of directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the board.

         SECTION 6. Attendance Fees. Directors will not receive any stated
salary, as such, for their services, but by resolution of the board of directors
a fixed sum and expenses of attendance may be allowed for attendance at each
regular or special meeting of the board; however, this provision will not
preclude any director from serving the Company in any other capacity and
receiving compensation therefor.

                                   ARTICLE V

                                   Committees

         SECTION 1. Executive Committee. The board of directors by resolution
may designate one or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, will have and may exercise
all of the powers and authority of the board of directors in the management of
the business and affairs of the Company, except where action of the board of
directors is required by statute.

         SECTION 2. Other Committees. The board of directors may by resolution
create other committees for such terms and with such powers and duties as the
board will deem appropriate.

                                      -4-


<PAGE>   5
 
         SECTION 3. Organization of Committees. The chairman of each committee
of the board of directors will be chosen by the members thereof. Each committee
will elect a secretary, who will be either a member of the committee or the
secretary of the Company. The chairman of each committee will preside at all
meetings of such committee.

         SECTION 4. Meetings. Regular meetings of each committee may be held
without the giving of notice if a day of the week, a time, and a place will have
been established by the committee for such meetings. Special meetings (and. if
the requirements of the preceding sentence have not been met, regular meetings)
will be called as provided in Article IV, Section 3 with respect to notices of
special meetings of the board of directors.

         SECTION 5. Quorum and Manner of Acting. A majority of the members of
each committee will be present either in person or by telephone, radio,
television, or similar means of communication, at each meeting of such committee
in order to constitute a quorum for the transaction of business. The act of a
majority of the members so present at a meeting at which a quorum is present
will be the act of such committee. The members of each committee will act only
as a committee, and will have no power or authority, as such, by virtue of their
membership on the committee.

         SECTION 6. Action by Written Consent. Any action required or permitted
to be taken by any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the members of the
committee.

         SECTION 7. Record of Committee Action; Reports. Each committee will
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record will include the date, time,
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee will be reported to the
board of directors at its meeting next succeeding such action, such report to be
in sufficient detail as to enable the board to be informed of the conduct of the
Company's business and affairs since the last meeting of the board.

         SECTION 8. Removal. Any member of any committee may be removed from
such committee, either with or without cause, at any time, by resolution adopted
by a majority of the whole board of directors at any meeting of the board.

         SECTION 9. Vacancies. Any vacancy in any committee will be filled by
the board of directors in the manner prescribed by these bylaws for the original
appointment of the members of such committee.

                                   ARTICLE VI

                                    Officers

                                      -5-


<PAGE>   6


         SECTION 1. (a) Appointment and Term of Office. The officers of the
Company will consist of a chief executive officer, president, a secretary, and a
treasurer, and there may be one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may be
appointed by the board. One of the directors may also be chosen chairman of the
board. Each of such officers (except as may be appointed pursuant to Section
2(h) of this Article), will be chosen annually by the board of directors at its
regular meeting immediately following the annual meeting of stockholders and,
subject to any earlier resignation or removal, will hold office until the next
annual meeting of stockholders or until his successor is elected and qualified.
Two or more offices, ocher than the offices of president and secretary, may be
held by the same person.

               (b) Removal. Any officer or agent elected or appointed by the
          board of directors may be removed by the board of directors whenever
          in its judgment the best interests of the corporation will be served
          thereby, but such removal will be without prejudice to the contract
          rights, if any, of the person so removed. Election or appointment of
          an officer or agent will not of itself create contract rights.

               (c) Vacancies. A vacancy in the office of any officer may be
          filled by vote of a majority of the directors for the unexpired
          portion of the term.

               (d) Salaries. The salaries of all officers of the Company will be
          fixed by the board of directors except as otherwise directed by the
          board.

         SECTION 2. Powers and Duties. The powers and duties of the officers
will be those usually pertaining to their respective offices, subject to the
general direction and supervision of the board of directors, Such powers and
duties will include the following:

               (a) Chairman of the Board. The chairman of the board, if there be
          one, will preside at all meetings of the board of directors and will
          perform such other duties as will be assigned to him from time to time
          by the board.

               (b) Chief Executive Officer. The chief executive officer shall be
          subject to the control of the board of directors, and shall in general
          supervise and control all business and affairs of the Corporation. The
          chief executive officer may sign, with the secretary or any other
          proper officer of the Company thereunto authorized by the board of
          directors, certificates for shares of the Company, deeds, mortgages,
          bonds, contracts, and other obligations in the name of the Company,
          which the board of directors has authorized to be executed, except in
          cases where the signing and execution thereof shall be expressly
          delegated by the board of directors or by these Bylaws 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 board of directors from time to
          time. In the absence of the Chairman, or if the directors neglect or
          fail to elect a


                                      -6-


<PAGE>   7

          Chairman, then the chief executive officer of the Company, if be is a
          member of the Board of Directors, shall automatically serve as
          Chairman of the Board of Directors.

               (c) 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 board of directors from time to time.

               (d) Vice Chairmen of the Board. Vice chairmen will perform the
          duties assigned to them by the board of directors, and at the request
          of the president, will perform as well the duties of the office of the
          president. Each vice chairman 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 board of directors.

               (e) Executive Vice Presidents. Executive vice presidents will
          perform the duties assigned to them by the board of directors, 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 board of directors.

               (f) Vice Presidents. Vice presidents will perform the duties
          assigned to them by the board of directors, 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
          board of directors.

               (g) Secretary. The secretary will keep the minutes of all
          meetings of the board of directors and the minutes of all meetings of
          the stockholders and will be the custodian of all corporate records
          and of the seal of the Company. He will see that all notices required
          to be given to the stockholders and to the board of directors are duly
          given in accordance with these bylaws or as required by law.

               (h) 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 properly and indebtedness of
          the Company, He will, if required by the board of directors, give bond
          for the faithful discharge of his duties in such sum and with such
          surety or sureties as the board may require.

                                      -7-


<PAGE>   8

               (i) Other Officers. The board of directors 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 board 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.

         SECTION 3. Resignations. Any officer may resign at any time by giving
written notice thereof to the board of directors. Any such resignation will take
effect as of its date unless some other date is specified therein, in which
event it will be effective as of that date. The acceptance of such resignation
will not be necessary to make it effective.

         SECTION 4. Vacancies. A vacancy in any office arising at any time from
any cause, may be filled by the board of directors or by the officer authorized
by the board to fill the vacancy in that office.

                                  ARTICLE VII

                    Shares of Stock and their Transfer; Books

         SECTION 1. Forms of Certificates. Shares of the capital stock of the
Company will be represented by certificates in such form, not inconsistent with
law or with the certificate of incorporation of the Company, as will be approved
by the board of directors, and will be signed by the president or a vice
president and the secretary or an assistant secretary or the treasurer or an
assistant treasurer and sealed with the seal of the Company. Such seal may be
facsimile, engraved or printed. Where any such certificate is countersigned by a
transfer agent or by a registrar, the signature of such president, vice
president, secretary, assistant secretary, treasurer or assistant treasurer upon
such certificate may be facsimiles, engraved or printed.

         SECTION 2. Transfer of Shares. Shares of stock of the Company will be
transferred only on the stock books of the Company by the holder of record
thereof in person, or by his duly authorized attorney, upon surrender of the
certificate therefor.

         SECTION 3. Stockholders of Record. Stockholders of record entitled to
vote at any meeting of stockholders or entitled to receive payment of any
dividend or to any allotment of rights or to exercise the rights in respect of
any change or conversion or exchange of capital stock will be determined
according to the Company's record of stockholders and, if so determined by the
board of directors in the manner provided by statute, will be such stockholders
of record (a) at the date fixed for closing the stock transfer books, or (b) as
of the date of record.

         SECTION 4. Lost, Stolen or Destroyed Certificates. The board of
directors may direct the issuance of new or duplicate stock certificates in
place of lost, stolen, or destroyed certificates, upon being furnished with
evidence satisfactory to it of the loss, theft, or destruction

                                      -8-


<PAGE>   9

and upon being furnished with indemnity satisfactory to it. The board of
directors may delegate to any officer authority to administer the provisions of
this Section.

         SECTION 5. Closing of Transfer Books. The board of directors will have
power to close the stock transfer books of the Company for a period not
exceeding sixty (60) days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the day for the allotment of
rights, or the date when change or conversion or exchange of capital stock will
go into effect, or for a period not exceeding sixty (60) days in connection with
obtaining the consent of stockholders for any purpose; or the board may, in its
discretion, fix a date, not more than sixty (60) days before any stockholders'
meeting, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock will go into effect as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and at any
adjournment thereof, or entitled to receive payment of say such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock, or to give such consent, and
in such case such stockholders and only such stockholders as will be
stockholders of record on the date so fixed will be entitled to notice of and to
vote at such meeting and at any adjournment thereof, or to receive payment of
such dividend, or to exercise rights, or to give such consent as the case may
be, notwithstanding any transfer of any stock on the books of the Company after
such record date fixed as aforesaid.

         SECTION 6. Regulations. The board of directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer, and
registration of certificates of stock. It may appoint one or more transfer
agents or registrars, or both, and may require all certificates of stock to bear
the signature of either or both.

         SECTION 7. Examination of Books by Stockholders. The original or
duplicate stock ledger of the Company containing the names and addresses of the
stockholders and the number of shares held by them and the other books and
records of the Company will, at all times during the usual hours of business, be
available for inspection at its principal office, and any stockholder, upon
compliance with the conditions set forth in and to the extent authorized by ss.
220 of the General Corporation Laws of Delaware, will have the right to inspect
such books and records.

                                  ARTICLE VIII

                            Execution of Instruments

         SECTION 1. Contracts, Etc. The board of directors or any committee
thereunto duly authorized may authorize any officer or officers, agent or
agents, to enter into any contract or to execute and deliver in the name and on
behalf of the Company any contract or other instruments, except certificates
representing shares of stock of the Company, and such authority may be general
or may be confined to specific instances.

                                      -9-


<PAGE>   10

         SECTION 2. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes, acceptances or other evidence of indebtedness
issued by or in the name of the Company will be signed by such officer or
officers, agent or agents of the Company and in such manner as will be
determined from time to time by resolution of the board of directors. Unless
otherwise provided by resolution of the board, endorsements for deposits to the
credit of the Company in any of its duly authorized depositories may be made by
hand-stamped legend in the name of the Company or by written endorsement of any
officer with countersignature.

         SECTION 3. Loans. No loans will be contracted on behalf of the Company
unless authorized by the board of directors, but when so authorized, unless a
particular officer or agent is directed to negotiate the same, may be
negotiated, up to the amount so authorized, by the president or a vice president
or the treasurer; and such officers are hereby severally authorized to execute
and deliver in the name and on behalf of the Company, notes or other evidences
of indebtedness countersigned by the president or a vice president for the
amount of such loans and to give security for the payment of any and all loans,
advances, and indebtedness by hypothecating, pledging or transferring any part
or all of the property of the Company, real or personal, at any time owned by
the Company.

         SECTION 4. Sale or Transfer of Securities Held by the Company. Stock
certificates, bonds, or other securities at any time owned by the Company may be
held on behalf of the Company or sold, transferred, or otherwise disposed of
pursuant to authorization by the board of directors, or of any committee
thereunto duly authorized, and, when so authorized to be sold, transferred, or
otherwise disposed of, may be transferred from the name of the Company by the
signature of the president or a vice president and the treasurer or the
assistant treasurer or the secretary or the assistant secretary.

                                   ARTICLE IX

                                  Miscellaneous

         SECTION 1. Fiscal Year. Until otherwise determined by the board of
directors, the fiscal year of the Company will be the calendar year.

         SECTION 2. Methods of Notice. Whenever any notice is required to be
given in writing to any stockholder or director pursuant to any statute, the
certificate of incorporation, or these bylaws, it will not be construed to
require personal or actual notice, and such notice will be deemed for all
purposes to have been sufficiently given at the time the same is deposited in
the United States mail with postage thereon prepaid, addressed to the
stockholder or director at such address as appears on the books of the company.
Whenever any notice may be or is required to be given by telegram to any
director, it will be deemed for all purposes to have been sufficiently given at
the time the same is filed with the telegraph or cable office, properly
addressed.

                                      -10-


<PAGE>   11
         SECTION 3. Waiver of Notice. The giving of any notice of the time,
place, or purpose of holding any meeting of stockholders or directors and any
requirement as to publication thereof, whether statutory or otherwise, will be
waived by the attendance at such meeting by any parson entitled to receive such
notice and may be waived by such person by an instrument in writing executed and
filed with the records of the meeting, either before or after the holding
thereof.


Dated:  June 5, 1997                              /s/ TODD M. HORNBECK      
                                                  -----------------------------
                                                  Todd M. Hornbeck, Secretary








                                      -11-


<PAGE>   1
                                                                     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


<PAGE>   2



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
         ----                             -------
<S>                                       <C>
         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.              
                                          --------------------------------------
                                          R. CLYDE PARKER, JR.
                                          Incorporator



<PAGE>   1

                                                                    EXHIBIT 3.10

                        HORNBECK OFFSHORE SERVICES, INC.

                          AMENDED AND RESTATED BY-LAWS

                                February 27, 1998


                                   ARTICLE I
                                        
                                    Offices

         SECTION 1. Registered Office. The registered office of Hornbeck
Offshore Services, Inc. (the "Company") in the State of Delaware is located at
1209 Orange Street in the City of Wilmington, County of New Castle.

         SECTION 2. Principal Office. The principal office of the Company will
be in Mandeville, Louisiana, or at such other place as the board of directors
may from time to time determine.

         SECTION 3. Other Offices. The Company may also have offices at such
other places as the board of directors may from time to time determine or the
business of the corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

         SECTION 1. Place of Meetings. All meetings of stockholders will be held
at the principal office of the Company, or at such other place as will be
determined by the board of directors and specified in the notice of the meeting.

         SECTION 2. Annual Meeting. The annual meeting of stockholders will be
held at such date and time as will be designated from time to time by the board
of directors and stated, in the notice of meeting, at which such meeting the
stockholders will elect by written ballot a board of directors
 and transact such
other business as may properly be brought before the meeting.

         SECTION 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the place, day, and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (50)
days before the date of the meeting.

         SECTION 4. Special Meeting. Special meetings of stockholders will be
called by the chief executive officer or the board of directors, and will be
called by the chief executive officer or secretary at the request in writing of
the stockholders owning one-third of the outstanding shares of capital stock of
the Company. Such request will state the purpose or purposes of the 




<PAGE>   2

proposed meeting, and any purpose so stated will be conclusively deemed to be a
"proper" purpose.

         SECTION 5. Notice of Special Meeting. Written or printed notice of a
special meeting stating the place, day, and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

         SECTION 6. Business at Special Meeting. Business transacted at all
special meetings of stockholders will be confined to the purpose or purposes
stated in the notice.

         SECTION 7. Stockholder List. At least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at each such
meeting or in any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, will be prepared by the secretary.
Such list will be open to the examination of any stockholder, for any purpose
germane to the meeting, during any ordinary business hours for such ten (10) day
period either at a place within the city where the meeting is to be held, or, if
not so specified, at the place where the meeting is to be held. Such list will
also be produced and kept open at the time and place of the meeting and will be
subject to the inspection of any stockholder during the whole time of the
meeting.

         SECTION 8. Quorum. The holders of a majority of the shares of capital
stock issued and outstanding and entitled to vote thereat, represented in person
or by proxy, will constitute a quorum at all meetings of the stockholders for
the transaction of business. The stockholders present may adjourn the meeting
despite the absence of a quorum. When a meeting is adjourned for less than
thirty days in any one adjournment, it will not be necessary to give any notice
of the adjourned meeting if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted which might have been
transacted on the original date of the meeting. When a meeting is adjourned for
thirty (30) days or more, notices of the adjourned meeting will be given as in
the case of an original meeting.

         SECTION 9. Proxies. At any meetings of the stockholders, every
stockholder having the right to vote will be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such stockholder or by
his duly authorized attorney-in-fact and bearing a date not more than eleven
months prior to said meeting.

         SECTION 10. Voting. Unless otherwise provided by statute, each
stockholder having the right to vote will be entitled to vote for each share of
stock having voting power registered in his name on the books of the Company.
Cumulative voting for directors is prohibited.

         SECTION 11. Consent of Stockholders in Lieu of Meeting. Any action
which may be taken at a special or annual meeting of the stockholders may be
taken without a meeting, without prior notice, and without a vote, if a consent
in writing, setting forth the action so taken, will be signed by all of the
holders of outstanding stock having not less than the minimum number of votes
which would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate 

                                       2


<PAGE>   3

action without a meeting by less than unanimous written consent will be given to
those stockholders who have not consented in writing.

                                  ARTICLE III

                               Board of Directors

         SECTION 1. Number of Directors. The number of directors comprising the
full board of directors will be one (1), but the number of directors may be
increased from time to time by action of the stockholders or the board of
directors, or, whenever the number of directors comprising the full board
exceeds one, decreased (provided such decrease does not shorten the term of any
incumbent director), from time to time by amendment to these bylaws.

         SECTION 2. Election and Term. Except as provided in Section 3 of this
Article, directors will be elected at the annual meeting of the stockholders,
and each director will be elected to serve until the next annual meeting or
until his successor will have been elected and will qualify. Directors need not
be stockholders.

         SECTION 3. Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors, although less than a
quorum, except where the vacancies have been created by removal of directors by
the owners of a majority of the outstanding shares of capital stock. In the
event of such removal, the resulting vacancies will be filled by the owners of
the majority of the outstanding shares of capital stock.

         SECTION 4. Resignation; Removal. Any director may resign at any time by
giving written notice thereof to the board of directors. Any such resignation
will take effect as of its date unless some other date is specified therein, in
which event it will be effective as of that date. The acceptance of such
resignation will not be necessary to make it effective. The board of directors
may, by majority vote of the directors then in office, remove a director for
cause. The owners of a majority of the outstanding shares of capital stock may
remove any director or the entire board of directors, with or without cause,
either by a vote at a special meeting or annual meeting, or by written consent.

                                   ARTICLE IV

                              Meetings of the Board

         SECTION 1. First Meeting. Upon the adjournment of the annual meeting of
stockholders, the board of directors will meet as soon as practicable to appoint
the members of such committees of the board of directors as the board may deem
necessary or advisable, to appoint officers for the ensuing year, and to
transact such other business as may properly come before the meeting. No notice
of such meeting will be necessary to the newly elected directors in order
legally to constitute the meeting provided a quorum will be present.

         SECTION 2. Meetings. Meetings of the board of directors will be held
whenever called by the chief executive officer or by any director. Notice of
each meeting will be given at least

                                       3


<PAGE>   4

one (1) day prior to the date of the meeting either personally, or by telephone
or telegraph to each director, and will state the purpose, place, day and hour
of the meeting.

         SECTION 3. Quorum and Voting. At all meetings of the board of directors
(except in the case of a meeting convened for the purpose specified in Article
III, Section 3 of these bylaws) a majority of the directors will be necessary
and sufficient to constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum will be the act of the board of directors. If a quorum will not be
present at any such meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum will be present.

         SECTION 4. Telephone Meetings. At any meeting of the board of
directors, a member may attend by telephone, radio, television, or similar means
of communication which permits him to participate in the meeting, and a director
so attending will be deemed present at the meeting for all purposes including
the determination of whether a quorum is present.

         SECTION 5. Action by Written Consent. Any action required or permitted
to be taken by the board of directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the board.

         SECTION 6. Attendance Fees. Directors will not receive any stated
salary, as such, for their services, but by resolution of the board of directors
a fixed sum and expenses of attendance may be allowed for attendance at each
regular or special meeting of the board; however, this provision will not
preclude any director from serving the Company in any other capacity and
receiving compensation therefor.

                                   ARTICLE V

                                   Committees

         SECTION 1. Executive Committee. The board of directors by resolution
may designate one or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, will have and may exercise
all of the powers and authority of the board of directors in the management of
the business and affairs of the Company, except where action of the board of
directors is required by statute.

         SECTION 2. Other Committees. The board of directors may by solution
create other committees for such terms and with such powers and duties as the
board will deem appropriate.

         SECTION 3. Organization of Committees. The chairman of each committee
of the board of directors will be chosen by the members thereof. Each committee
will elect a secretary, who will be either a member of the committee or the
secretary of the Company. The chairman of each committee will preside at all
meetings of such committee.

         SECTION 4. Meetings. Regular meetings of each committee may be held
without the giving of notice if a day of the week, a time, and a place will have
been established by the committee for such meetings. Special meetings (and, if
the requirements of the preceding 

                                       4


<PAGE>   5

sentence have not been met, regular meetings) will be called as provided in
Article IV, Section 3 with respect to notices of special meetings of the board
of directors.

         SECTION 5. Quorum and Manner of Acting. A majority of the members of
each committee will be present either in person or by telephone, radio,
television, or similar means of communication, at each meeting of such committee
in order to constitute a quorum for the transaction of business. The act of a
majority of the members so present at a meeting at which a quorum is present
will be the act of such committee. The members of each committee will act only
as a committee, and will have no power or authority, as such, by virtue of their
membership on the committee.

         SECTION 6. Action by Written Consent. Any action required or permitted
to be taken by any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the members of the
committee.

         SECTION 7. Record of Committee Action; Reports. Each committee will
maintain a record, which need not be in the form of complete minutes, of the
action takes by it at each meeting, which record will include the date, time,
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered, All action by each committee will be reported to the
board of directors at its meeting next succeeding such action, such report to be
in sufficient detail as to enable the board to be informed of the conduct of the
Company's business and affairs since the last meeting of the board.

         SECTION 8. Removal. Any member of any committee may be removed from
such committee, either with or without cause, at any time, by resolution adopted
by a majority of the whole board of directors at any meeting of the board.

         SECTION 9. Vacancies. Any vacancy in any committee will be filled by
the board of directors in the manner prescribed by these bylaws for the original
appointment of the members of such committee.

                                   ARTICLE VI

                                    Officers

         SECTION 1.

               (a) Appointment and Term of Office. The officers of the Company
         will consist of a president, a secretary, and a treasurer, and there
         may be one or more vice presidents, one or more assistant secretaries,
         one or more assistant treasurers, and such other officers as may be
         appointed by the board. One of the directors may also be chosen
         chairman of the board. Each of such officers (except as may be
         appointed pursuant to Section 2(h) of this Article), will be chosen
         annually by the board of directors at its regular meeting immediately
         following the annual meeting of stockholders and, subject to any
         earlier resignation or removal, will hold office until the next annual
         meeting of stockholders or until his successor is elected and
         qualified. Two or more offices, other than the offices of president
         and secretary, may be held by the same person.

                                       5


<PAGE>   6

               (b) Removal. Any officer or agent elected or appointed by the
         board of directors may be removed by the board of directors whenever
         in its judgment the best interests of the corporation will be served
         thereby, but such removal will be without prejudice to the contract
         rights, if any, of the person so removed. Election or appointment of
         an officer or agent will not of itself create contract rights.

               (c) Vacancies. A vacancy in the office of any officer may be
         filled by vote of a majority of the directors for the unexpired
         portion of the terms.

               (d) Salaries. The salaries of all officers of the Company will be
         fixed by the board of directors except as otherwise directed by the
         board.

         SECTION 2. Power and Duties. The powers and duties of the officers will
be those usually pertaining to their respective offices, subject to the general
direction and supervision of the board of directors. Such powers and duties will
include the following:

               (a) Chairman of the Board. The chairman of the board, if there be
         one, will preside at all meetings of the board of directors and will
         perform such other duties as will be assigned to him from time to time
         by the board.

               (b) Chief Executive Officer. The chief executive officer shall be
         subject to the control of the board of directors, and shall in general
         supervise and control all business and affairs of the Corporation. The
         chief executive officer may sign, with the secretary or any other
         proper officer of the Company thereunto authorized by the board of
         directors, certificates for shares of the Company, deeds, mortgages,
         bonds, contracts, and other obligations in the name of the Company,
         which the board of directors has authorized to be executed, except in
         cases where the signing and execution thereof shall be expressly
         delegated by the board of directors or by these Bylaws to some other
         officer or agent of the Company, or shall be required by law to be
         otherwise signed and executed; and is general shall perform all duties
         incident to the office of chief executive officer and such other
         duties as may be prescribed by the board of directors from time to
         time. In the absence of the Chairman, or if the directors neglect or
         fail to elect a Chairman, then the chief executive officer of the
         Company, if he is a member of the Board of Directors, shall
         automatically serve as Chairman of the Board of Directors.

               (c) 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 board of directors from time to time.

               (d) Vice Chairmen of the Board. Vice chairmen will perform the
         duties assigned to them by the board of directors, and at the request
         of the president, will perform as well the duties of the office of the
         president. Each vice chairman will have power also to execute and
         deliver in the name and on behalf of the Company, deeds, 

                                       6


<PAGE>   7

         mortgages, leases, assignments, bonds, contracts or other instruments
         authorized by the board of directors.

               (e) Executive Vice Presidents. Executive vice presidents will
         perform the duties assigned to them by the board of directors, 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 board of directors.

               (f) Vice Presidents. Vice presidents will perform the duties
         assigned to theca by the board of directors, 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
         board of directors.

               (g) Secretary. The secretary will keep the minutes of all
         meetings of the board of directors and the minutes of all meetings of
         all stockholders and will be the custodian of all corporate records
         and of the seal of the Company. He will see that all notices required
         to be given to the stockholders and to the board of directors are duly
         given in accordance with these bylaws or as required by law.

               (h) 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 board of directors, give bond
         for the faithful discharge of his duties in such sum and with such
         surety or sureties as the board may require.

               (i) Other Officers. The board of directors 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 board 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.

         SECTION 3. Resignations. Any officer may resign at any time by giving
written notice thereof to the board of directors. Any such resignation will take
effect as of its date unless some other date is specified therein, in which
event it will be effective as of that date. The acceptance of such resignation
will not be necessary to make it effective.

         SECTION 4. Vacancies. A vacancy in any office arising at any time from
any cause, may be filled by the board of directors or by the officer authorized
by the board to fill the vacancy in that office.

                                       7


<PAGE>   8

                                  ARTICLE VII

                    Shares of Stock and Their Transfer; Books

         SECTION 1. Forms of Certificates. Shares of the capital stock of the
Company will be represented by certificates in such form, not inconsistent with
law or with the certificate of incorporation of the Company, as will be approved
by the board of directors, and will be signed by the president or a vice
president and the secretary or an assistant secretary or the treasurer or an
assistant treasurer and sealed with the seal of the Company. Such seal may be
facsimile, engraved or printed. Where any such certificate is countersigned by a
transfer agent or by a registrar, the signature of such president, vice
president, secretary, assistant secretary, treasurer or assistant treasurer upon
such certificate may be facsimiles, engraved or printed.

         SECTION 2. Transfer of Shares. Shares of stock of the Company will be
transferred only on the stock books of the Company by the holder of record
thereof in person, or by his duly authorized attorney, upon surrender of the
certificate therefor.

         SECTION 3. Stockholders of Record. Stockholders of record entitled to
vote at any meeting of stockholders or entitled to receive payment of any
dividend or to any allotment of rights or to exercise the rights in respect of
any change or conversion or exchange of capital stock will be determined
according to the Company's record of stockholders and, if so determined by the
board of directors in the manner provided by statute, will be such stockholders
of record (a) at the date fixed for closing the stock transfer books, or (b) as
of the date of record.

         SECTION 4. Lost, Stolen or Destroyed Certificates. The board of
directors may direct the issuance of new or duplicate stock certificates in
place of lost, stolen, or destroyed certificates, upon being furnished with
evidence satisfactory to it of the loss, theft, or destruction and upon being
furnished with indemnity satisfactory to it. The board of directors may delegate
to any officer authority to administer the provisions of this Section.

         SECTION 5. Closing of Transfer Books. The board of directors will have
power to close the stock transfer books of the Company for a period not
exceeding sixty (60) days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the day for the allotment of
rights, or the date when change or conversion or exchange of capital stock will
go into effect, or for a period not exceeding sixty (60) days in connection with
obtaining the consent of stockholders for any purpose; or the board may, in its
discretion, fix a date, not more than sixty (60) days before any stockholders'
meeting, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock will go into effect as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and at any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock, or to give such consent, and
in such case such stockholders and only such stockholders as will be
stockholders of record on the date so fixed will be entitled to notice of and to
vote at such meeting and at any adjournment thereof, or to receive payment of
such dividend, or to exercise rights, or to give such consent as the case may
be, notwithstanding any transfer of any stock on the books of the Company after
such record date fixed as aforesaid.

                                       8


<PAGE>   9

         SECTION 6. Regulations. The board of directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer, and
registration of certificates of stock. It may appoint one or more transfer
agents or registrars, or both, and may require all certificates of stock to bear
the signature of either or both.

         SECTION 7. Examination of Books by Stockholders. The original or
duplicate stock ledger of the Company containing the names and addresses of the
stockholders and the number of shares held by them and the other books and
records of the Company will, at all times during the usual hours of business, be
available for inspection at its principal office, and any stockholder, upon
compliance with the conditions set forth in and to the extent authorized by ss.
220 of the General Corporation Laws of Delaware, will have the right to inspect
such books and records.

                                  ARTICLE VIII

                            Execution of Instruments

         SECTION 1. Contracts, Etc. The board of directors or any committee
thereunto duly authorized may authorize any officer or officers, agent or
agents, to enter into any contract or to execute and deliver in the name and on
behalf of the Company any contract or other instruments, except certificates
representing shares of stock of the Company, and such authority may be general
or may be confined to specific instances.

         SECTION 2. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes, acceptances or other evidence of indebtedness
issued by or in the name of the Company will be signed by such officer or
officers, agent or agents of the Company and in such manner as will be
determined from time to time by resolution of the board of directors. Unless
otherwise provided by resolution of the board, endorsements for deposits to the
credit of the Company in any of its duly authorized depositories may be made by
hand-stamped legend in the name of the Company or by written endorsement of any
officer with countersignature.

         SECTION 3. Loans. No loans will be contracted on behalf of the Company
unless authorized by the board of directors, but when so authorized, unless a
particular officer or agent is directed to negotiate the same, may be
negotiated, up to the amount so authorized, by the chief executive officer, the
president, a vice president or the treasurer; and such officers are hereby
severally authorized to execute and deliver in the name and on behalf of the
Company, notes or other evidences of indebtedness for the amount of such loans
and to give security for the payment of any and all loans, advances, and
indebtedness by hypothecating, pledging or transferring any part or all of the
property of the Company, real or personal, at any time owned by the Company.

         SECTION 4. Sale or Transfer of Securities Held by the Company. Stock
certificates, bonds, or other securities at any time owned by the Company may be
held on behalf of the Company or sold, transferred, or otherwise disposed of
pursuant to authorization by the board of directors, or of any committee
thereunto duly authorized, and, when so authorized to be sold, transferred, or
otherwise disposed of, may be transferred from the name of the Company by the

                                       9


<PAGE>   10

signature of the president or a vice president and the treasurer or the
assistant treasurer or the secretary or the assistant secretary.

                                   ARTICLE IX

                                  Miscellaneous

         SECTION 1. Fiscal Year. Until otherwise determined by the board of
directors, the fiscal year of the Company will be the calendar year.

         SECTION 2. Methods of Notice. Whenever any notice is required to be
given in writing to any stockholder or director pursuant to any statute, the
certificate of incorporation, or these bylaws, it will not be construed to
require personal or actual notice, and such notice will be deemed for all
purposes to have been sufficiently given at the time the same is deposited in
the United States mail with postage thereon prepaid, addressed to the
stockholder or director at such address as appears on the books of the Company.
Whenever any notice may be or is required to be given by telegram to any
director, it will be deemed for all purposes to have been sufficiently given at
the time the same is filed with the telegraph or cable office, properly
addressed.

         SECTION 3. Waiver of Notice. The giving of any notice of the time,
place, or purpose of holding any meeting of stockholders or directors and any
requirement as to publication thereof, whether statutory or otherwise, will be
waived by the attendance at such meeting by any person entitled to receive such
notice and may be waived by such person by an instrument in writing executed and
filed with the records of the meeting, either before or after the holding
thereof.



                                       10


<PAGE>   1
                                                                    EXHIBIT 3.11


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                               LEEVAC MARINE, INC.

         Pursuant to the provisions of Article 12:34 of the Louisiana Business
Corporation Law, Leevac Marine, Inc., a Louisiana corporation (the
"Corporation"), adopts Restated Articles of Incorporation which accurately copy
the Articles of Incorporation and all amendments thereto that are in effect at
the date of restatement without substantive changes.

                                     FIRST

         The Restated Articles of Incorporation were adopted by Unanimous
Written Consent of the Board of Directors of the Corporation on February 27,
1998.

                                     SECOND

         Each amendment has been effected in conformity with law.

                                     THIRD

         The Corporation was incorporated on December 13, 1985.

                                     FOURTH

         The Articles of Incorporation and all amendments and supplements
thereto are hereby superseded by the following Restated Articles of
Incorporation which accurately copy the entire text thereof:

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               LEEVAC MARINE, INC.

                                   ARTICLE I

         The name of the corporation is LEEVAC Marine, Inc.

                                   ARTICLE II

         The purpose for which the corporation is organized is to engage in any
lawful activity for which corporations may be formed under the Louisiana
Business Corporation Law.


                                  ARTICLE III

         The corporation is to have perpetual existence.


<PAGE>   2

                                   ARTICLE IV

         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 V

         No shareholder of the corporation or other person, shall have any
preemptive right to purchase or subscribe to any shares of any class or any
noted, debentures, options, warrants or other securities, now or hereafter
authorized.

                                   ARTICLE VI

         Directors shall be elected by plurality vote. Elections of directors
need not be by written ballot unless the Bylaws of the corporation shall so
provide. No shareholder of this corporation shall have the right to cumulate his
votes.

                                  ARTICLE VII

         The corporation shall indemnify its officers and directors under the
circumstances and to the full extent permitted by law.

                                  ARTICLE VIII

         The taxpayer identification number of the corporation is 721053262.



                                               LEEVAC MARINE, INC.




                                               By: /s/ TODD M. HORNBECK   
                                                   -----------------------------
                                                   Todd M. Hornbeck, President/
                                                   Secretary     




<PAGE>   3



STATE OF LOUISIANA       )
                         )
PARISH OF ST. MARY       )



         BE IT KNOWN, that on the 27th day of February, 1998, before me, Charles
B. Mayer notary public, duly commissioned, qualified and sworn within and for
the State and Parish aforesaid, personally came and appeared TODD M. HORNBECK,
President of LEEVAC Marine, Inc., to me known to be the identical person who
executed the above foregoing, Restated Articles of Incorporation, who declared
and acknowledged to me, a notary in the presence of the undersigned, that he
executed the above of his own free will, as his own act and deed, for the uses,
purposes, and benefits therein expressed.


/s/ TODD M. HORNBECK                 
-------------------------------------
Todd M. Hornbeck, President/Secretary



                                                /s/ CHARLES B. MAYER
                                                -------------------------------
                                                Notary Public in and for the 
                                                State of Louisiana



WITNESSES:



/s/ PAT MURE                                
-------------------------------------



/s/ PATTI R. SIGUR                          
-------------------------------------



<PAGE>   1

                                                                    EXHIBIT 3.12

                               LEEVAC MARINE, INC.

                          AMENDED AND RESTATED BY-LAWS

                                FEBRUARY 17, 1998

                                    ARTICLE I

                                     Offices

         SECTION 1. Registered Office. The registered office of Leevac Marine,
Inc. (the "Company") in the State of Louisiana is located at 8550 United Plaza
Blvd., Baton Rouge, Louisiana.

         SECTION 2. Principal Office. The principal office of the Company will
be in Mandeville, Louisiana, or at such other place as the board of directors
may from time to time determine.

         SECTION 3. Other Offices. The Company may also have offices at such
other places as the board of directors may from time to time determine or the
business of the corporation may require.

                                   ARTICLE II

                             Meeting of Shareholders

         SECTION 1. Place of Meetings. All meetings of shareholders will be held
at the principal office of the Company, or at such other place as will be
determined by the board of directors and specified in the notice of the meeting.

         SECTION 2. Annual Meeting. The annual meeting of shareholders will be
held at such date and time as will be designated from time to time by the board
of directors and stated in the notice of meeting, at which such meeting the
shareholders will elect by written ballot a board of directors and transact such
other business as may properly
 be brought before the meeting.

         SECTION 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the place, day, and hour thereof, will be served upon or
mailed to each shareholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

         SECTION 4. Special Meeting. Special meetings of shareholders will be
called by the chief executive officer or the board of directors, and will be
called by the chief executive officer or secretary at the request in writing of
the shareholders owning one-third of the outstanding shares of capital stock of
the Company. Such request will state the purpose or purposes of the proposed
meeting, and any purpose so stated will be conclusively deemed to be a "proper"
purpose.




<PAGE>   2

         SECTION 5. Notice of Special Meeting. Written or printed notice of a
special meeting stating the place, day, and hour thereof, will be served upon or
mailed to each shareholder entitled to vote thereat at such address as appears
on the books of the Company, not less than fifteen (15) nor more than sixty (60)
days before the date of the meeting.

         SECTION 6. Business at Special Meeting. Business transacted at all
special meetings of shareholders will be confined to the purpose or purposes
stated in the notice.

         SECTION 7. Shareholder List. At least ten (10) days before each meeting
of shareholders, a complete list of shareholders entitled to vote at each such
meeting or in any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, will be prepared by the secretary.
Such list will be open to the examination of any shareholder, for any purpose
germane to the meeting, during any ordinary business hours for such ten (10) day
period either at a place within the city where the meeting is to be held, or, if
not so specified, at the place where the meeting is to be held. Such list will
also be produced and kept open at the time and place of the meeting and will be
subject to the inspection of any shareholder during the whole time of the
meeting.

         SECTION 8. Quorum. The holders of a majority of the shares of capital
stock issued and outstanding and entitled to vote thereat, represented in person
or by proxy, will constitute a quorum at all meetings of the shareholders for
the transaction of business. The shareholders present may adjourn the meeting
despite the absence of a quorum. When a meeting is adjourned for less than
thirty days in any one adjournment, it will not be necessary to give any notice
of the adjourned meeting if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted which might have been
transacted on the original date of the meeting. When a meeting is adjourned for
thirty (30) days or more, notices of the adjourned meeting will be given as in
the case of an original meeting.

         SECTION 9. Proxies. At any meetings of the shareholders, every
shareholder having the right to vote will be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such shareholder or by
his duly authorized attorney-in-fact and bearing a date not more than eleven
months prior to said meeting.

         SECTION 10. Voting. Unless otherwise provided by statute, each
shareholder having the right to vote will be entitled to vote for each share of
stock having voting power registered in his name on the books of the Company.
Cumulative voting for directors is prohibited.

         SECTION 11. Comment of Shareholders in Lieu of Meeting. Any action
which may be taken at a special or annual meeting of the shareholders may be
taken without a meeting, without prior notice, and without a vote, if a consent
in writing, setting forth the action so taken, will be signed by all of the
holders of outstanding stock having not less than the minimum number of votes
which would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were presented and voted. Prompt notice of
the taking of the



                                      -2-

<PAGE>   3

corporate action without a meeting by less than unanimous written consent will
be given to those shareholders who have not consented in writing.

                                   ARTICLE III

                               Board of Directors

         SECTION 1. Number of Directors. The number of directors comprising the
full board of directors will be not less than one (1) nor more than five (5),
but the number of directors may be increased from time to time by action of the
shareholders or the board of directors, or, whenever the number of directors
comprising the full board exceeds one, decreased (provided such decrease does
not shorten the term of any incumbent director), from time to time by amendment
to these bylaws.

         SECTION 2. Election and Term. Except as provided in Section 3 of this
Article, directors will be elected at the annual meeting of the shareholders,
and each director will be elected to serve until the next annual meeting or
until his successor will have been elected and will qualify. Directors need not
be shareholders.

         SECTION 3. Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors, although less than a
quorum, except where the vacancies have been created by removal of directors by
the owners of a majority of the outstanding shares of capital stock. In the
event of such removal, the resulting vacancies will be filled by the owners of
the majority of the outstanding shares of capital stock.

         SECTION 4. Resignation; Removal. Any director may resign at any time by
giving written notice thereof to the board of directors. Any such resignation
will take effect as of its date unless some other date is specified therein, in
which event it will be effective as of that date. The acceptance of such
resignation will not be necessary to make it effective. The board of directors
may, by majority vote of the directors then in office, remove a director for
cause. The owners of a majority of the outstanding shares of capital stock may
remove any director or the entire board of directors, with or without cause,
either by a vote at a special meeting or annual meeting, or by written consent.

                                   ARTICLE IV

                              Meetings of the Board

         SECTION 1. First Meeting. Upon the adjournment of the annual meeting of
shareholders, the board of directors will meet as soon as practicable to appoint
the members of such committees of the board of directors as the board may deem
necessary or advisable, to appoint officers for the ensuing year, and to
transact such other business as may properly come



                                      -3-

<PAGE>   4

before the meeting. No notice of such meeting will be necessary to the newly
elected directors in order legally to constitute the meeting provided a quorum
will be present.

         SECTION 2. Meetings. Meetings of the board of directors will be held
whenever called by the chief executive officer or by any director. Notice of
each meeting will be given at least one (1) day prior to the date of the meeting
either personally, or by telephone or telegraph to each director, and will state
the purpose, place, day and hour of the meeting.

         SECTION 3. Quorum and Voting. At all meetings of the board of directors
(except in the case of a meeting convened for the purpose specified in Article
III, Section 3 of these bylaws) a majority of the directors will be necessary
and sufficient to constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum will be the act of the board of directors. If a quorum will not be
present at any such meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum will be present.

         SECTION 4. Telephone Meetings. At any meeting of the board of
directors, a member may attend by telephone, radio, television, or similar means
of communication which permits him to participate in the meeting, and a director
so attending will be deemed present at the meeting for all purposes including
the determination of whether a quorum is present.

         SECTION 5. Action by Written Consent. Any action required or permitted
to be taken by the board of directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the board.

         SECTION 6. Attendance Fees. Directors will not receive any stated
salary, as such, for their services, but by resolution of the board of directors
a fixed sum and expenses of attendance may be allowed for attendance at each
regular or special meeting of the board; however, this provision will not
preclude any director from serving the Company in any other capacity and
receiving compensation therefor.

                                    ARTICLE V

                                   Committees

         SECTION 1. Executive Committee. The board of directors by resolution
may designate one or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, will have and may exercise
all of the powers and authority of the board of directors in the management of
the business and affairs of the Company, except where action of the board of
directors is required by statute.

         SECTION 2. Other Committees. The board of directors may by resolution
create other committees for such terms and with such powers and duties as the
board will deem appropriate.



                                      -4-

<PAGE>   5

         SECTION 3. Organization of Committees. The chairman of each committee
of the board of directors will be chosen by the members thereof. Each committee
will elect a secretary. who will be either a member of the committee or the
secretary of the Company. The chairman of each committee will preside at all
meetings of such committee.

         SECTION 4. Meetings. Regular meetings of each committee may be held
without the giving of notice if a day of the week, a time, and a place will have
been established by the committee for such meetings. Special meetings (and, if
the requirements of the preceding sentence have not been met, regular meetings)
will be called as provided in Article IV, Section 3 with respect to notices of
special meetings of the board of directors.

         SECTION 5. Quorum and Manner of Acting. A majority of the members of
each committee will be present either in person or by telephone, radio,
television, or similar means of communication, at each meeting of such committee
in order constitute a quorum for the transaction of business. The act of a
majority of the members so present at a meeting at which a quorum is present
will be the act of such committee. The members of each committee will act only
as a committee, and will have no power or authority, as such, by virtue of their
membership on the committee.

         SECTION 6. Action by Written Consent. Any action required or permitted
to be taken by any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the members of the
committee.

         SECTION 7. Record of Committee Action; Reports. Each committee will
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record will include the date, time,
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee will be reported to the
board of directors at its meeting next succeeding such action, such report to be
in sufficient detail as to enable the board to be informed of the conduct of the
Company's business and affairs since the last meeting of the board.

         SECTION 8. Removal. Any member of any committee may be removed from
such committee, either with or without cause, at any time, by resolution adopted
by a majority of the whole board of directors at any meeting of the board.

         SECTION 9. Vacancies. Any vacancy in any committee will be filled by
the board of directors in the manner prescribed by these bylaws for the original
appointment of the members of such committee.



                                      -5-

<PAGE>   6

                                   ARTICLE VI

                                    Officers

         SECTION 1. (a) Appointment and Term of Office. The officers of the
Company will consist of a chief executive officer, president, a secretary, and a
treasurer, and there may be one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may be
appointed by the board. One of the directors may also be chosen chairman of the
board. Each of such officers (except as may be appointed pursuant to Section
2(h) of this Article), will be chosen annually by the board of directors at its
regular meeting immediately following the annual meeting of shareholders and,
subject to any earlier resignation or removal, will hold office until the next
annual meeting of shareholders or until his successor is elected and qualified.
Two or more offices, other than the offices of president and secretary, may be
held by the same person.

         (b) Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation will be served thereby, but such removal will
be without prejudice to the contact rights, if any, of the person so removed.
Election as appointment of an officer or agent will not of itself create
contract rights.

         (c) Vacancies. A vacancy in the office of any officer may be filled by
vote of a majority of the directors for the unexpired portion of the term.

         (d) Salaries. The salaries of all officers of the Company will be fixed
by the board of directors except as otherwise directed by the board.

         SECTION 2. Power and Duties. The powers and duties of the officers will
be those usually pertaining to their respective officers, subject to the general
direction and supervision of the board of directors. Such powers and duties will
include the following:

                  (a) Chairman of the Board. The chairman of the board, if there
         be one, will preside at all meetings of the board of directors and will
         perform such other duties as will be assigned to him from time to time
         by the board.

                  (b) Chief Executive Officer. The chief executive officer shall
         be subject to the control of the board of directors, and shall in
         general supervise and control all business and affairs of the
         Corporation. The chief executive officer may sign, with the secretary
         or any other proper officer of the Company thereunto authorized by the
         board of directors, certificates for shares of the Company, deeds,
         mortgages, bonds, contracts, and other obligations in the name of the
         Company, which the board of directors has authorized to be executed,
         except in cases where the signing and execution thereof shall be
         expressly delegated by the board of directors or by these Bylaws to
         some other officer or agent of the Company, or shall be required by law
         to be otherwise signed and executed; and



                                      -6-

<PAGE>   7

         in general shall perform all duties incident to the office of chief
         executive officer and such other duties as may be prescribed by the
         board of directors from time to time. In the absence of the Chairman,
         or if the directors neglect or fail to elect a Chairman, then the chief
         executive officer of the Company, if he is a member of the Board of
         Directors, shall automatically serve as Chairman of the Board of
         Directors.

                  (c) 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 or the board of
         directors from time to time.

                  (d) Vice Chairmen of the Board. Vice chairmen will perform the
         duties assigned to them by the board of directors, and at the request
         of the president, will perform as well the duties of the office of the
         president. Each vice chairman 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 board of directors.

                  (e) Executive Vice Presidents. Executive vice presidents will
         perform the duties assigned to them by the board of directors, 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 board of directors.

                  (f) Vice Presidents. Vice presidents will perform the duties
         assigned to them by the board of directors, 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
         board of directors.

                  (g) Secretary. The secretary will keep the minutes of all
         meetings of the board of directors and the minutes of all meetings of
         the stockholders and will be the custodian of all corporate records and
         of the seal of the Company. He will see that all notices required to be
         given to the stockholders and to the board of directors are duly given
         in accordance with these bylaws or as required by law.

                  (h) 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



                                      -7-

<PAGE>   8

         a record of the property and indebtedness of the Company. He will, if
         required by the board of directors, give bond for the faithful
         discharge of his duties in such sum and with such surety or sureties as
         the board may require.

                  (i) Other Officers. The board of directors 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 board 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.

         SECTION 3. Resignations. Any officer may at any time by giving written
notice thereof to the board of directors. Any such resignation will take effect
as of its date unless some other date is specified therein, in which event it
will be effective as of that date. The acceptance of such resignation will not
be necessary to make it effective.

         SECTION 4. Vacancies. A vacancy in any office arising at any time from
any cause, may be filled by the board of directors or by the officer authorized
by the board to fill the vacancy in that office.

                                   ARTICLE VII

                    Shares of Stock and Their Transfer; Books

         SECTION 1. Forms of Certificates. Shares of the capital stock of the
Company will be represented by certificates in such form, not inconsistent with
law or with the certificate of incorporation of the Company, as will be approved
by the board of directors, and will be signed by the president or a vice
president and the secretary or an assistant secretary or the treasurer or an
assistant treasurer and sealed with the seal of the Company. Such seal may be
facsimile, engraved or printed. Where any such certificate is countersigned by a
transfer agent or by a registrar, the signature of such president, vice
president, secretary, assistant secretary, treasurer or assistant treasurer upon
such certificate may be facsimiles, engraved or printed.

         SECTION 2. Transfer of Shares. Shares of stock of the Company will be
transferred only on the stock books of the Company by the holder of record
thereof in person, or by his duly authorized attorney, upon surrender of the
certificate therefor.

         SECTION 3. Shareholders of Record. Shareholders of record entitled to
vote at any meeting of shareholders or entitled to receive payment of any
dividend or to all allotment of rights or to exercise the rights in respect of
any change or conversion or exchange of capital stock will be determined
according to the Company's record of shareholders and, if so determined by the
board of directors in the manner provided by statute, will be such shareholders
of record (a) at the date fixed for closing the stock transfer books, or (b) as
of the date of record.



                                      -8-

<PAGE>   9

         SECTION 4. Lost, Stolen or Destroyed Certificates. The board of
directors may direct the issuance of new or duplicate stock certificates in
place of lost, stolen, or destroyed certificates, upon being furnished with
evidence satisfactory to it of the loss, theft, or destruction and upon being
furnished with indemnity satisfactory to it. The board of directors may delegate
to any officer authority to administer the provisions of this Section.

         SECTION 5. Closing of Transfer Books. The board of directors will have
power to close the stock transfer books of the Company for a period not
exceeding sixty (60) days preceding the date of any meeting of shareholders, or
the date for the payment of any dividend, or the day for the allotment of
rights, or the date when change or conversion or exchange of capital stock will
go into effect, or for a period not exceeding sixty (60) days in connection with
obtaining the consent of shareholders for any purpose; or the board may, in its
discretion, fix a date, not more than sixty (60) days before any shareholders'
meeting, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock will go into effect as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting and at any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock, or to give such consent, and
in such case such shareholders and only such shareholders as will be
shareholders of record on the date so fixed will be entitled to notice of and to
vote at such meeting and at any adjournment thereof, or to receive payment of
such dividend, or to exercise rights, or to give such consent as the case may
be, notwithstanding any transfer of any stock on the books of the Company after
such record date fixed as aforesaid.

         SECTION 6. Regulations. The board of directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer, and
registration of certificates of stock. It may appoint one or more transfer
agents or registrars, or both, and may require all certificates of stock to bear
the signature of either or both.

         SECTION 7. Examination of Books by Shareholders. The original or
duplicate stock ledger of the Company containing the names and addresses of the
shareholders and the number of shares held by them and the other books and
records of the Company will, at all times during the usual hours of business, be
available for inspection at its principal office, and any shareholder, upon
compliance with the conditions set forth in and to the extent authorized by
Section 220 of the General Corporation Laws of Delaware, will have the right to
inspect such books and records.

                                  ARTICLE VIII

                            Execution of Instruments

         SECTION 1. Contracts, Etc. The board of directors or any committee
thereunto duly authorized may authorize any officer or officers, agent or
agents, to enter into any contract or to execute and deliver in the name and on
behalf of the Company any contract or other



                                      -9-

<PAGE>   10

instruments, except certificates representing shares of stock of the Company,
and such authority may be general or may be confined to specific instances.

         SECTION 2. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes acceptances or other evidence of indebtedness issued
by or in the name of the Company will be signed by such officer or officers,
agent or agents of the Company and in such manner as will be determined from
time to time by resolution of the board of directors. Unless otherwise provided
by resolution of the board, endorsements for deposits to the credit of the
Company in any of its duly authorized depositories may be made by hand-stamped
legend in the name of the Company or by written endorsement of any officer with
countersignature.

         SECTION 3. Loans. No loans will be contracted on behalf of the Company
unless authorized by the board of directors, but when so authorized, unless a
particular officer or agent is directed to negotiate the same, may be
negotiated, up to the amount so authorized, by the chief executive officer, the
president, or a vice president or the treasurer; and such officers are hereby
severally authorized to execute and deliver in the name and on behalf of the
Company, notes or other evidences of indebtedness for the amount of such loans
and to give security for the payment of any and all loans, advances, and
indebtedness by hypothecating, pledging or transferring any part or all of the
property of the Company, real or personal, at any time owned by the Company.

         SECTION 4. Sale or Transfer of Securities Held by the Company. Stock
certificates, bonds, or other securities at any time owned by the Company may be
held on behalf of the Company or sold, transferred, or otherwise disposed of
pursuant to authorization by the board of directors, or of any committee
thereunto duly authorized, and, when so authorized to be sold, transferred, or
otherwise disposed of, may be transferred from the name of the Company by the
signature of the president or a vice president and the treasurer or the
assistant treasurer or the secretary or the assistant secretary.

                                   ARTICLE IX

                                  Miscellaneous

         SECTION 1. Fiscal Year. Until otherwise determined by the board of
directors, the fiscal year of the Company will be the calendar year.

         SECTION 2. Methods of Notice. Whenever any notice is required to be
given in writing to any shareholder or director pursuant to any statute, the
certificate of incorporation, or these bylaws, it will not be construed to
require personal or actual notice, and such notice will be deemed for all
purposes to have been sufficiently given at the time the same is deposited in
the United States mail with postage thereon prepaid, addressed to the
shareholder or director at such address as appears on the books of the Company.
Whenever any notice may be or is required to be given by telegram to any
director, it will be deemed for all purposes to have been



                                      -10-

<PAGE>   11

sufficiently given at the time the same is filed with the telegraph or cable
office, properly addressed.

         SECTION 3. Waiver of Notice. The giving of any notice of the time,
place, or purpose of holding any meeting of shareholders or directors and any
requirement as to publication thereof, whether statutory or otherwise, will be
waived by the attendance at such meeting by any person entitled to receive such
notice and may be waived by such person by an instrument in writing executed and
filed with the records of the meeting, either before or after the holding
thereof.



                                      -11-


<PAGE>   1
                                                                    EXHIBIT 3.13



                            ARTICLES OF INCORPORATION

                                       OF

                        Energy Services Puerto Rico, Inc.

                                       I.

         The name of the corporation is Energy Services Puerto Rico, Inc.

                                      II.

         The purpose of the corporation is to engage in any lawful activity for
which corporations may be formed under the Business Corporation Law.

                                      III.

         The corporation has authority to issue an aggregate of 1000 shares of
capital stock, all of which are designated common stock having $0.10 par value
per share.

                                      IV.

         Shareholders shall have pre-emptive rights.

                                       V.

         In the election of directors, each shareholder of record shall have the
right to multiply the number of votes to which he is entitled by the number of
directors to be elected, and to cast all such votes for one candidate, or
distribute them among any two or more candidates.

                                      VI.

         If shareholder action or approval is required by law in connection with
the amendment of these articles or any merger, consolidation, transfer of
corporate assets or dissolution of




<PAGE>   2

or involving the corporation, such action or approval shall be taken or given
only upon the affirmative vote of not less than 51% of the number of shares
entitled to vote on the particular question.

                                      VII.

         Whenever the affirmative vote of the shareholders is required
 to
authorize or constitute corporate action, the consent in writing to such action
signed only by shareholders holding the necessary proportion of the total voting
power on the question which is required by law or by these Articles of
Incorporation, whichever requirement is higher, shall be sufficient for the
purpose, without the necessity for a meeting of shareholders.

                                     VIII.

         Section 1. Number of Directors. The number of directors of the
corporation shall be such number, not less than two nor greater than five, as
shall be designated in the by-laws, or if not so designated, as shall be elected
from time to time by the shareholders.

         Section 2. Director's Proxies. Any director absent from a meeting of
the Board of Directors or any committee thereof may be represented by any other
director or shareholder, who may cast the vote of the absent director according
to the written instructions, general or special, of the absent director.

                                      IX.

         Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock and the redemption price of redeemed
shares, which are not claimed




<PAGE>   3

by the shareholders entitled thereto within one year after the dividend or
redemption price became payable or the shares became issuable, despite
reasonable efforts by the corporation to pay the dividend, or redemption price
or to deliver the certificates for the shares to such shareholders within such
time, shall, at the expiration of such time, revert in full ownership to the
corporation and the corporation's obligation to pay such dividend or redemption
price or issue such shares, as the case may be, shall thereupon cease; provided
that the board of directors may, at any time, for any reason satisfactory to it,
but need not, authorize (a) payment of the amount of any cash or property
dividend or redemption price or (b) issuance of any shares, ownership of which
reverted to the corporation pursuant to this Article IX to the entity who or
which would be entitled thereto had such reversion not occurred.

                                       X.

         The name and post office address of the incorporator is:

                  Charles B. Mayer
                  Energy Centre
                  1100 Poydras Street
                  Suite 2000
                  New Orleans, LA 70163



                                                 /s/ CHARLES B. MAYER          
                                                 -------------------------------
                                                 CHARLES B. MAYER
                                                 Incorporator




<PAGE>   4



                                 ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, the undersigned authority, personally came and appeared
Charles B. Mayer, to me known to be the person who signed the foregoing
instrument as Incorporator, and who being duly sworn, did acknowledge and
declare, in the presence of two witnesses whose names are subscribed to said
instrument, that he signed said instrument as his free act and deed for the
purposes mentioned therein.

         IN WITNESS WHEREOF, the said appearer and witnesses and I have hereunto
affixed our hands on this February 9, 1999, at New Orleans, Louisiana.


WITNESSES:


/s/ GINA BOUGEOIS                           
---------------------------------

/s/ SHERRI LESSLIE                                     /s/ CHARLES B. MAYER
---------------------------------                      -------------------------
                                                       CHARLES B. MAYER



                                 /s/ [ILLEGIBLE]
                              ------------------------
                                  NOTARY PUBLIC





<PAGE>   1
                                                                     EXHIBIT 4.1


================================================================================


                      HORNBECK-LEEVAC MARINE SERVICES, INC.

                                       AND

                           THE GUARANTORS PARTY HERETO




                              SERIES A AND SERIES B

                          10 5/8% SENIOR NOTES DUE 2008


                                   ----------


                                    INDENTURE

                            DATED AS OF JULY 24, 2001


                                   ----------



                                   ----------


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                     TRUSTEE


                                   ----------



================================================================================




<PAGE>   2

                             CROSS-REFERENCE TABLE*


<Table>
<Caption>
Trust Indenture
   Act Section                                                                                     Indenture Section  
---------------                                                                                    -----------------  

<S>                                                                                                <C> 
310(a)(1).....................................................................................                 7.10
   (a)(2).....................................................................................                 7.10
   (a)(3).....................................................................................                  N/A
   (a)(4).....................................................................................                  N/A
   (a)(5).....................................................................................                 7.10
   (b)........................................................................................                 7.10
   (c)........................................................................................                  N/A
311(a)........................................................................................                 7.11
   (b)........................................................................................                 7.11
   (c)........................................................................................                  N/A
312(a)........................................................................................                 2.05
   (b)........................................................................................                11.03
   (c)........................................................................................                11.03
313(a)........................................................................................                 7.06
   (b)(1).....................................................................................                 7.06
   (b)(2).....................................................................................           7.06, 7.07
   (c)........................................................................................          7.06, 11.02
   (d)........................................................................................                 7.06
314(a)........................................................................................    4.03, 4.04, 11.02
   (b)........................................................................................                  N/A
   (c)(1).....................................................................................                11.04
   (c)(2).....................................................................................                11.04
   (c)(3).....................................................................................                  N/A
   (d)........................................................................................                  N/A
   (e)........................................................................................                11.05
   (f)........................................................................................                  N/A
315(a)........................................................................................                 7.01
   (b)........................................................................................          7.05, 11.02
   (c) .......................................................................................                 7.01
   (d)........................................................................................                 7.01
   (e)........................................................................................                 6.11
316(a)(last sentence).........................................................................                 2.09
   (a)(1)(A)..................................................................................                 6.05
   (a)(1)(B)..................................................................................                 6.04
   (a)(2).....................................................................................                  N/A
   (b)........................................................................................                 6.07
   (c)........................................................................................                 2.12
317(a)(1).....................................................................................                 6.08
   (a)(2).....................................................................................                 6.09
   (b)........................................................................................                 2.04
318(a)........................................................................................                11.01
   (b)........................................................................................                  N/A
   (c)........................................................................................                11.01
</Table>


----------

N/A means not applicable.

*This Cross-Reference Table is not part of the Indenture.




<PAGE>   3

                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                              Page
<S>                                                                                                           <C>
ARTICLE 1           DEFINITIONS AND INCORPORATION BY REFERENCE................................................1
         SECTION 1.01.     DEFINITIONS........................................................................1
         SECTION 1.02.     OTHER DEFINITIONS..................................................................20
         SECTION 1.03.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..................................20
         SECTION 1.04.     RULES OF CONSTRUCTION..............................................................21
ARTICLE 2           THE NOTES.................................................................................21
         SECTION 2.01.     FORM AND DATING....................................................................21
         SECTION 2.02.     EXECUTION AND AUTHENTICATION.......................................................23
         SECTION 2.03.     REGISTRAR AND PAYING AGENT.........................................................24
         SECTION 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST................................................24
         SECTION 2.05.     HOLDER LISTS.......................................................................25
         SECTION 2.06.     TRANSFER AND
 EXCHANGE..............................................................25
         SECTION 2.07.     REPLACEMENT NOTES..................................................................31
         SECTION 2.08.     OUTSTANDING NOTES..................................................................32
         SECTION 2.09.     TREASURY NOTES.....................................................................32
         SECTION 2.10.     TEMPORARY NOTES....................................................................32
         SECTION 2.11.     CANCELLATION.......................................................................33
         SECTION 2.12.     DEFAULTED INTEREST.................................................................33
ARTICLE 3           REDEMPTION AND REPURCHASE.................................................................33
         SECTION 3.01.     NOTICES TO TRUSTEE.................................................................33
         SECTION 3.02.     SELECTION OF NOTES TO BE REDEEMED..................................................34
         SECTION 3.03.     NOTICE OF REDEMPTION...............................................................34
         SECTION 3.04.     EFFECT OF NOTICE OF REDEMPTION.....................................................35
         SECTION 3.05.     DEPOSIT OF REDEMPTION PRICE........................................................35
         SECTION 3.06.     NOTES REDEEMED IN PART.............................................................36
         SECTION 3.07.     OPTIONAL REDEMPTION................................................................36
         SECTION 3.08.     MANDATORY REDEMPTION...............................................................36
         SECTION 3.09.     OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS................................37
ARTICLE 4           COVENANTS.................................................................................39
         SECTION 4.01.     PAYMENT OF NOTES...................................................................39
         SECTION 4.02.     MAINTENANCE OF OFFICE OR AGENCY....................................................39
         SECTION 4.03.     REPORTS............................................................................40
         SECTION 4.04.     COMPLIANCE CERTIFICATE.............................................................40
         SECTION 4.05.     TAXES..............................................................................41
         SECTION 4.06.     STAY, EXTENSION AND USURY LAWS.....................................................41
         SECTION 4.07.     RESTRICTED PAYMENTS................................................................41
         SECTION 4.08.     DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.....................44
         SECTION 4.09.     INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK......................44
         SECTION 4.10.     ASSET SALES........................................................................47
         SECTION 4.11.     TRANSACTIONS WITH AFFILIATES.......................................................48
         SECTION 4.12.     LIENS..............................................................................49
         SECTION 4.13.     ADDITIONAL SUBSIDIARY GUARANTEES...................................................49
</Table>



                                       i

<PAGE>   4


<Table>
<S>                                                                                                           <C>
         SECTION 4.14.     CORPORATE EXISTENCE................................................................50
         SECTION 4.15.     OFFER TO PURCHASE UPON CHANGE OF CONTROL...........................................50
         SECTION 4.16.     ISSUANCES AND SALES OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES....................51
         SECTION 4.17.     SALE-AND-LEASEBACK TRANSACTIONS....................................................52
         SECTION 4.18.     NO INDUCEMENTS.....................................................................52
         SECTION 4.19.     CALCULATION OF ORIGINAL ISSUE DISCOUNT.............................................52
         SECTION 4.20.     ENFORCEABILITY OF JUDGMENTS; INDEMNIFICATION FOR FOREIGN
                           CURRENCY JUDGMENTS.................................................................52
         SECTION 4.21.     CONDUCT OF BUSINESS................................................................53
ARTICLE 5           SUCCESSORS................................................................................53
         SECTION 5.01.     MERGER, CONSOLIDATION OR SALE OF ASSETS............................................53
         SECTION 5.02.     SUCCESSOR CORPORATION SUBSTITUTED..................................................54
ARTICLE 6           DEFAULTS AND REMEDIES.....................................................................54
         SECTION 6.01.     EVENTS OF DEFAULT..................................................................54
         SECTION 6.02.     ACCELERATION.......................................................................56
         SECTION 6.03.     OTHER REMEDIES.....................................................................56
         SECTION 6.04.     WAIVER OF PAST DEFAULTS............................................................57
         SECTION 6.05.     CONTROL BY MAJORITY................................................................57
         SECTION 6.06.     LIMITATION ON SUITS................................................................57
         SECTION 6.07.     RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT......................................58
         SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.........................................................58
         SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM...................................................58
         SECTION 6.10.     PRIORITIES.........................................................................59
         SECTION 6.11.     UNDERTAKING FOR COSTS..............................................................59
ARTICLE 7           TRUSTEE...................................................................................59
         SECTION 7.01.     DUTIES OF TRUSTEE..................................................................59
         SECTION 7.02.     RIGHTS OF TRUSTEE..................................................................60
         SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.......................................................62
         SECTION 7.04.     TRUSTEE'S DISCLAIMER...............................................................62
         SECTION 7.05.     NOTICE OF DEFAULTS.................................................................62
         SECTION 7.06.     REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.........................................62
         SECTION 7.07.     COMPENSATION AND INDEMNITY.........................................................62
         SECTION 7.08.     REPLACEMENT OF TRUSTEE.............................................................63
         SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC...................................................64
         SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION......................................................64
         SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..................................65
ARTICLE 8           LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE......................65
         SECTION 8.01.     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE...........................65
         SECTION 8.02.     LEGAL DEFEASANCE AND DISCHARGE.....................................................65
         SECTION 8.03.     COVENANT DEFEASANCE................................................................66
         SECTION 8.04.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.........................................66
         SECTION 8.05.     SATISFACTION AND DISCHARGE.........................................................68
         SECTION 8.06.     DEPOSITED MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD IN
                           TRUST; OTHER MISCELLANEOUS PROVISIONS..............................................69
</Table>



                                       ii

<PAGE>   5


<Table>
<S>                                                                                                           <C>
         SECTION 8.07.     REPAYMENT TO COMPANY...............................................................70
         SECTION 8.08.     REINSTATEMENT......................................................................70
ARTICLE 9           AMENDMENT, SUPPLEMENT AND WAIVER..........................................................71
         SECTION 9.01.     WITHOUT CONSENT OF HOLDERS OF NOTES................................................71
         SECTION 9.02.     WITH CONSENT OF HOLDERS OF NOTES...................................................71
         SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT................................................73
         SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS..................................................73
         SECTION 9.05.     NOTATION ON OR EXCHANGE OF NOTES...................................................73
         SECTION 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC....................................................73
ARTICLE 10          GUARANTEES OF NOTES.......................................................................74
         SECTION 10.01.    SUBSIDIARY GUARANTEES..............................................................74
         SECTION 10.02.    EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.....................................75
         SECTION 10.03.    GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.................................75
         SECTION 10.04.    RELEASES FOLLOWING SALE OF ASSETS..................................................76
         SECTION 10.05.    RELEASES FOLLOWING DESIGNATION AS AN UNRESTRICTED SUBSIDIARY.......................76
         SECTION 10.06.    LIMITATION ON GUARANTOR LIABILITY..................................................77
         SECTION 10.07.    "TRUSTEE" TO INCLUDE PAYING AGENT..................................................77
ARTICLE 11          MISCELLANEOUS.............................................................................77
         SECTION 11.01.    TRUST INDENTURE ACT CONTROLS.......................................................77
         SECTION 11.02.    NOTICES............................................................................77
         SECTION 11.03.    COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS
                              OF NOTES........................................................................79
         SECTION 11.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.................................79
         SECTION 11.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION......................................79
         SECTION 11.06.    RULES BY TRUSTEE AND AGENTS........................................................79
         SECTION 11.07.    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                              SHAREHOLDERS....................................................................80
         SECTION 11.08.    GOVERNING LAW......................................................................80
         SECTION 11.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS......................................80
         SECTION 11.10.    SUCCESSORS.........................................................................80
         SECTION 11.11.    SEVERABILITY.......................................................................80
         SECTION 11.12.    COUNTERPART ORIGINALS..............................................................80
         SECTION 11.13.    TABLE OF CONTENTS, HEADINGS, ETC...................................................80
         SECTION 11.14.    CONSENT TO JURISDICTION............................................................81
</Table>




                                      iii

<PAGE>   6

                              EXHIBITS AND ANNEXES


<Table>
<S>                 <C>                                                                                       <C>
EXHIBIT A-1         Form of Note..............................................................................A-1-1
EXHIBIT A-2         Form of Regulation S Temporary Global Note................................................A-2-1
EXHIBIT B-1         Certificate of Transferor from 144A Global Note to Regulation S
                    Global Note...............................................................................B-1-1
EXHIBIT B-2         Certificate of Transferor from Regulation S Global Note to 144A
                    Global Note...............................................................................B-2-1
EXHIBIT B-3         Certificate of Transferor of Definitive Notes.............................................B-3-1
EXHIBIT C           Certificate of Institutional Accredited Investor............................................C-1
EXHIBIT D           Form of Notation of Subsidiary Guarantee....................................................D-1
EXHIBIT E           Form of Supplemental Indenture..............................................................E-1

ANNEX A             Registration Rights Agreement.................................................................1
</Table>




                                       iv

<PAGE>   7

         This Indenture, dated as of July 24, 2001, is among HORNBECK-LEEVAC
Marine Services, Inc. , a Delaware corporation (the "Company"), the Guarantors
(as hereinafter defined) party hereto and Wells Fargo Bank Minnesota, National
Association, a national banking association, as trustee (the "Trustee").

                                    RECITAL:

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 10 5/8% Series A Senior Notes due 2008 (the "Series A Notes") and the 
10 5/8% Series B Senior Notes due 2008 (the "Series B Notes" and, together with
the Series A Notes, the "Notes"), without preference of one series of Notes over
the other:

                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01. DEFINITIONS.

         "144A Global Note" means a permanent global senior note that contains
the clause referred to in footnote 1, the paragraphs referred to in footnotes 2
and 3 and the additional schedule referred to in footnote 4 to the form of the
Note attached hereto as Exhibit A-1, and that is deposited with the Note
Custodian and registered in the name of the Depository or its nominee,
representing Notes originally issued or transferred in reliance on Rule 144A.

         "Acquired Indebtedness" means Indebtedness of a Person (a) existing at
the time such Person becomes a Restricted Subsidiary or (b) assumed in
connection with acquisitions of properties or assets from such Person. Acquired
Indebtedness shall be deemed to be incurred on the date the acquired Person
becomes a Restricted Subsidiary or the date of the related acquisition of
properties or assets from such Person.

         "Affiliate" of any specified Person means an "affiliate" of such
Person, as such term is defined for purposes of Rule 144 under the Securities
Act.

         "Agent" means any Registrar or Paying Agent.

         "Applicable Premium" means, with respect to any Note on any redemption
date, the greater of:

         (a) 1.0% of the principal amount of the Note and

         (b) the excess of (1) the present value at such redemption date of (A)
the redemption price of the Note at August 1, 2005 (such redemption price being
set forth in the table appearing in Section 3.07(b) of this Indenture) plus (B)
all required interest payments due on the Note during the period from such
redemption date through August 1, 2005 (excluding accrued but unpaid interest),




<PAGE>   8

computed using a discount rate equal to the Treasury Rate as of such redemption
date plus 50 basis points over (2) the principal amount of the Note, if greater.

         "Applicable Procedures" means, with respect to any transfer or exchange
of beneficial interests in a Global Note, the rules and procedures of the
Depository, Euroclear or Clearstream that apply to such transfer or exchange.

         "Asset Sale" means (a) the sale, lease, conveyance or other disposition
(a "disposition") of any properties, assets or rights (including, without
limitation, by way of a sale and leaseback), excluding dispositions in the
ordinary course of business (provided that the disposition of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole will be subject to Sections 4.15 and 5.01 of this
Indenture and not to the provisions of Section 4.10 hereof), (b) the issue or
sale by the Company or any of its Restricted Subsidiaries of Equity Interests of
any of the Company's Subsidiaries, and (c) any Event of Loss, whether in the
case of clause (a), (b) or (c), in a single transaction or a series of related
transactions, provided that such transaction or series of related transactions
(i) involves properties, assets or rights having a fair market value in excess
of $1,000,000 or (ii) results in the payment of net proceeds (including
insurance proceeds from an Event of Loss) in excess of $1,000,000.
Notwithstanding the foregoing provisions of this definition, the following
transactions will be deemed not to be Asset Sales: (A) a disposition of obsolete
or excess equipment or other properties or assets; (B) a disposition of
properties or assets (including Equity Interests) by the Company to a Wholly
Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a
Wholly Owned Restricted Subsidiary; (C) a disposition of cash or Cash
Equivalents; (D) disposition of properties or assets (including Equity
Interests) that constitutes a Permitted Investment or a Restricted Payment that
is permitted by Section 4.07 of this Indenture; (E) any charter or lease of any
equipment or other properties or assets entered into in the ordinary course of
business and with respect to which the Company or any Restricted Subsidiary
thereof is the lessor, except any such charter or lease that provides for the
acquisition of such properties or assets by the lessee during or at the end of
the term thereof for an amount that is less than the fair market value thereof
at the time the right to acquire such properties or assets occurs; and (F) any
trade or exchange by the Company or any Restricted Subsidiary of the Company of
equipment or other properties or assets for equipment or other properties or
assets owned or held by another Person, provided that the fair market value of
the properties or assets traded or exchanged by the Company or such Restricted
Subsidiary (together with any cash or Cash Equivalents) is reasonably equivalent
to the fair market value of the properties or assets (together with any cash or
Cash Equivalents) to be received by the Company or such Restricted Subsidiary.
The fair market value of any non-cash proceeds of a disposition of properties or
assets and of any properties or assets referred to in the foregoing clause (E)
of this definition shall be determined in the manner contemplated in the
definition of the term "fair market value," the results of which determination
shall be set forth in an Officers' Certificate delivered to the Trustee.

         "Attributable Indebtedness" in respect of a sale-and-leaseback
transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale-and-lease-back transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended). As used in the preceding sentence, the "net
rental payments" under any lease for any such period shall 



                                       2

<PAGE>   9

mean the sum of rental and other payments required to be paid with respect to
such period by the lessee thereunder, excluding any amounts required to be paid
by such lessee on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges. In the case of any lease that is
terminable by the lessee upon payment of penalty, such net rental payment shall
also include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated.

         "Bankruptcy Law" means Title 11, United States Code, or any similar
federal or state law for the relief of debtors.

         "Board of Directors" means the Board of Directors of the Company, or
any authorized committee of the Board of Directors.

         "Board Resolution" means a copy of a resolution delivered to the
Trustee and certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification.

         "Business Day" means any day other than a Legal Holiday.

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

         "Capital Stock" means (a) in the case of a corporation, corporate
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

         "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the government of the United States of America or any
agency or instrumentality of any such government (provided that the full faith
and credit of such government is pledged in support thereof), in each case
having maturities of not more than six months from the date of acquisition, (b)
certificates of deposit and Eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with or issued by any commercial bank organized under the laws of any country
that is a member of the Organization for Economic Cooperation and Development
having capital and surplus in excess of $500,000,000 and whose long-term debt
securities are rated at least A3 by Moody's and at least A- by S&P, (c)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (a) and (b) above entered into with
any financial institution meeting the qualifications specified in clause (b)
above, (d) commercial paper having a rating of at least P-1 from Moody's or at
least A-1 from S&P and in each case maturing within 270 days after the date of
acquisition, (e) deposits available for withdrawal on demand with any commercial
bank not meeting the qualifications specified in clause (b) above, provided that
all deposits referred to in this clause (e) are made in the ordinary course of
business 



                                       3

<PAGE>   10

and do not exceed $2,000,000 in the aggregate at any one time, and (f) money
market mutual funds substantially all of the assets of which are of the type
described in any of the foregoing clauses (a) through (d).

         "Change of Control" means the occurrence of any of the following: (a)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its
Subsidiaries, taken as a whole, (b) the adoption of a voluntary plan relating to
the liquidation or dissolution of the Company, (c) the consummation of any
transaction (including, without limitation, any merger or consolidation, but
excluding the effect of any voting arrangement pursuant to any agreement among
the Company and any stockholders of the Company as in effect on the Issue Date)
the result of which is that any "person" (as such term is used in Section 13(d)
(3) of the Exchange Act) becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly
through one or more intermediaries, of more than 50% of the voting power of the
outstanding Voting Stock of the Company or (d) the first day on which more than
a majority of the members of the Board of Directors are not Continuing
Directors; provided, however, that a transaction in which the Company becomes a
Subsidiary of another Person (other than a Person that is an individual) shall
not constitute a Change of Control if (i) the shareholders of the Company
immediately prior to such transaction "beneficially own" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly through one or more intermediaries, at least a majority of the voting
power of the outstanding Voting Stock of such other Person immediately following
the consummation of such transaction and (ii) immediately following the
consummation of such transaction, no "person" (as such term is defined above),
other than such other Person (but including the holders of the Equity Interests
of such other Person), "beneficially owns" (as such term is defined above),
directly or indirectly through one or more intermediaries, more than 50% of the
voting power of the outstanding Voting Stock of the Company. For purposes of
this definition, a time charter of Vessels to customers in the ordinary course
of business shall not be deemed a lease under clause (a) above.

         "Clearstream" means Clearstream Banking, societe anonyme.

         "Common Stock" means the common stock of the Company, par value $.01
per share.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means such successor.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus, to the
extent deducted or excluded in calculating Consolidated Net Income for such
period, (a) an amount equal to any extraordinary loss plus any net loss realized
by such Person or any of its Restricted Subsidiaries in connection with an Asset
Sale, (b) provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries, (c) Consolidated Interest Expense of such Person and
its Restricted Subsidiaries, and (d) depreciation and amortization (including
amortization of goodwill and other intangibles but excluding amortization of
prepaid cash expenses that were paid in a prior period) of such Person and 



                                       4

<PAGE>   11

its Restricted Subsidiaries, in each case, on a consolidated basis and
determined in accordance with GAAP.

         "Consolidated Interest Coverage Ratio" means, with respect to any
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Consolidated Interest Expense of such Person for such
period; provided, however, that the Consolidated Interest Coverage Ratio shall
be calculated giving pro forma effect to each of the following transactions as
if each such transaction had occurred at the beginning of the applicable
four-quarter reference period: (a) any incurrence, assumption, guarantee,
repayment, purchase or redemption by such Person or any of its Restricted
Subsidiaries of any Indebtedness (other than revolving credit borrowings)
subsequent to the commencement of the period for which the Consolidated Interest
Coverage Ratio is being calculated but prior to the date on which the event
occurred for which the calculation of the Consolidated Interest Coverage Ratio
is made (the "Calculation Date"); (b) any acquisition that has been made by such
Person or any of its Restricted Subsidiaries, or approved and expected to be
consummated within 30 days of the Calculation Date, including, in each case,
through a merger or consolidation, and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date (in which case
Consolidated Cash Flow for such reference period shall be calculated without
giving effect to clause (c) of the proviso to the definition of Consolidated Net
Income); (c) any delivery to such Person or any of its Restricted Subsidiaries
of any newly constructed offshore supply vessel (or vessels) after March 31,
2001, that is (or are) subject to a Qualified Services Contract and (d) any
other transaction that may be given pro forma effect in accordance with Article
11 of Regulation S-X under the Securities Act as in effect from time to time;
provided, further, however, that (i) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded and
(ii) the Consolidated Interest Expense attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Consolidated Interest Expense will not be
obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date. For purposes of clause (c) of this definition,
the amount of Consolidated Cash Flow attributable to such vessel (or vessels)
shall be calculated in good faith by a responsible financial or accounting
officer of such Person and shall include in the calculation of the Consolidated
Interest Coverage Ratio the revenues to be earned pursuant to the Qualified
Services Contract relating to such vessel (or vessels) and the estimated
expenses related thereto. Such estimated expenses shall be based on the expenses
of the most nearly comparable offshore supply vessel in such Person's fleet or,
if no such comparable vessel exists, then on the industry average for expenses
of comparable offshore supply vessels; provided, however, in determining the
estimated expenses attributable to such new vessel (or vessels), the calculation
shall give effect to the interest expense attributable to the incurrence,
assumption or guarantee of any Indebtedness relating to the construction of such
new vessel (or vessels) in accordance with clause (a) of this definition.
Notwithstanding the foregoing, in any calculation of Consolidated Interest
Coverage Ratio based on the foregoing clause (c): (i) the pro forma inclusion of
Consolidated Cash Flow attributable to such Qualified Services Contract for the
four-quarter reference period shall be reduced by (a) the actual Consolidated
Cash Flow from such Qualified Services Contract previously earned and accounted
for in the actual results for the four-quarter reference period and (b) any
Consolidated Cash Flow resulting from spot market activities prior to
commencement of the Qualified Services Contract, and 



                                       5

<PAGE>   12

(ii) if the contracted dayrate for such new vessel (or vessels) is subject to
reduction at any time prior to one year from the commencement of service under
such contract then the period for which such pro forma effect shall be given to
revenues and related expenses, if any, attributable to such new vessel (or
vessels) shall include only that number of days that is equal to the number of
days from the commencement of services under such contract to the first date of
such potential reduction in rate, provided, however, that the calculation of
interest expense pursuant to the proviso in the immediately preceding sentence
shall be on the basis of four quarters of interest expense.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum, without duplication, of (a) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued (including, without limitation, amortization of original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments (if any) pursuant to Hedging Obligations but excluding amortization
of debt issuance costs) and (b) the consolidated interest expense of such Person
and its Restricted Subsidiaries that was capitalized during such period.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP, provided that (a) the Net Income (but not loss) of any Person that is
not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned Restricted
Subsidiary thereof, (b) the Net Income of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, (c) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded and (d) the cumulative effect of a change in accounting principles
shall be excluded.

         "Consolidated Net Tangible Assets" means, with respect to any Person as
of any date, the sum of the amounts that would appear on a consolidated balance
sheet of such Person and its consolidated Restricted Subsidiaries as the total
assets of such Person and its consolidated Restricted Subsidiaries, determined
on a consolidated basis in accordance with GAAP and after deducting therefrom,
(a) to the extent otherwise included, unamortized debt discount and expenses and
other unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, copyrights, licenses, organization or development expenses
and other intangible items and (b) the aggregate amount of liabilities of the
Company and its Restricted Subsidiaries which may be properly classified as
current liabilities (including tax accrued as estimated), determined on a
consolidated basis in accordance with GAAP.



                                       6

<PAGE>   13

         "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of (a) the consolidated equity of the common stockholders of such
Person and its consolidated Restricted Subsidiaries as of such date plus (b) the
respective amounts reported on such Person's balance sheet as of such date with
respect to any series of preferred stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may
be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock, less (1) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of a going concern business made within 12 months after the acquisition
of such business) subsequent to the Issue Date in the book value of any asset
owned by such Person or a consolidated Restricted Subsidiary of such Person, (2)
all investments as of such date in unconsolidated Subsidiaries and in Persons
that are not Restricted Subsidiaries and (3) all unamortized debt discount and
expense and unamortized deferred charges as of such date, in each case
determined in accordance with GAAP.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (a) was a member of the Board of Directors
on the Issue Date or (b) was nominated for election to the Board of Directors
with the approval of, or whose election to the Board of Directors was ratified
by, at least two-thirds of the directors who were members of the Board of
Directors on the Issue Date or who were so elected to the Board of Directors
thereafter.

         "Corporate Trust Office" shall be at the address of the Trustee
specified in Section 11.02 hereof or such other address as to which the Trustee
may give notice to the Company.

         "Credit Facility" means that certain Credit Agreement, to be entered
into shortly after the Issue Date, by and among the Company, its Subsidiaries
named therein, Hibernia National Bank and the other banks named therein,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, in each case as amended, restated,
modified, supplemented, extended, renewed, replaced, refinanced or restructured
from time to time, whether by the same or any other agent or agents, lender or
group of lenders, whether represented by one or more agreements and whether one
or more Subsidiaries are added or removed as borrowers or guarantors thereunder
or as parties thereto.

         "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Definitive Notes" means Notes that are in the form of Exhibit A-1
attached hereto (but without including the text referred to in footnotes 1,2 and
4 thereto).

         "Depository" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depository with respect to the Notes, until a successor shall have been
appointed and becomes such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depository" shall mean or include such successor.



                                       7

<PAGE>   14

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures (excluding any
maturity as a result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature or are
redeemed or retired in full; provided, however, that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof (or of
any security into which it is convertible or for which it is exchangeable) have
the right to require the issuer to repurchase such Capital Stock (or such
security into which it is convertible or for which it is exchangeable) upon the
occurrence of any of the events constituting an Asset Sale or a Change of
Control shall not constitute Disqualified Stock if such Capital Stock (and all
such securities into which it is convertible or for which it is exchangeable)
provides that the issuer thereof will not repurchase or redeem any such Capital
Stock (or any such security into which it is convertible or for which it is
exchangeable) pursuant to such provisions prior to compliance by the Company
with Section 4.10 or 4.15 of this Indenture, as the case may be.

         "$," "dollars" and "U.S. dollars" denote the lawful currency of the
United States of America.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Euroclear" means Euroclear Bank N.V./S.A or its successor as operator
of the Euroclear System.

         "Event of Loss" means, with respect to any property or asset of the
Company or any Restricted Subsidiary, (a) any damage to such property or asset
that results in an insurance settlement with respect thereto on the basis of a
total loss or a constructive or compromised total loss or (b) the confiscation,
condemnation or requisition of title to such property or asset by any government
or instrumentality or agency thereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Offer" means the offer that may be made by the Company
pursuant to a Registration Rights Agreement to issue Series B Notes in exchange
for Series A Notes.

         "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Facility) in
existence on the Issue Date, until such amounts are repaid, but shall not
include any Indebtedness that is repaid with the proceeds of the Original Notes.

         The term "fair market value" means, with respect to any property, asset
or Investment, the fair market value of such property asset or Investment at the
time of the event requiring such determination, as determined in good faith by
the Company, or, with respect to any property asset 



                                       8

<PAGE>   15

or Investment in excess of $10,000,000 (other than cash or Cash Equivalents), as
determined by a reputable investment appraisal firm that is, in the judgment of
the disinterested members of such Board of Directors, qualified to perform the
task for which such firm has been engaged and independent with respect to the
Company.

         "Funded Indebtedness" means any Indebtedness for money borrowed that by
its terms matures at, or is extendable or renewable at the option of the obligor
to, a date more than 12 months after the date of the incurrence of such
Indebtedness.

         "GAAP" means generally accepted accounting principles in the United
States, which are in effect from time to time.

         "Global Note" means, individually and collectively, the Unrestricted
Global Note, the Regulation S Permanent Global Note, the Regulation S Temporary
Global Note, the IAI Global Note and the 144A Global Note.

         "Guarantor" means (a) each Restricted Subsidiary of the Company named
on the signature pages hereof, (b) any other Restricted Subsidiary of the
Company that executes a Subsidiary Guarantee in accordance with Sections 4.13
and 10.02 hereof and (c) the respective successors and assigns of such
Restricted Subsidiaries, as required under Article 10 hereof, in each case until
such time as any such Restricted Subsidiary shall be released and relieved of
its obligations pursuant to Section 10.04 or 10.05 hereof.

         "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (b) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates and (c) any foreign currency futures contract, option or similar agreement
or arrangement designed to protect such Person against fluctuations in foreign
currency rates, in each case to the extent such obligations are incurred in the
ordinary course of business of such Person and not for speculative purposes.

         "Holder" means a Person in whose name a Note is registered.

         "IAI Global Note" means a permanent global senior note that contains
the clause referred to in footnote 1, the paragraphs referred to in footnotes 2
and 3 and the additional schedule referred to in footnote 4 to the form of the
Note attached hereto as Exhibit A-1, and that is deposited with the Note
Custodian and registered in the name of the Depository or its nominee,
representing Notes transferred to Institutional Accredited Investors.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of (i) borrowed money
including, without limitation, any guarantee thereof, or (ii) evidenced by
bonds, debentures, notes or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or bankers' acceptances or
representing Capital Lease Obligations or the deferred and unpaid purchase price
of any property or assets, or representing any Hedging Obligations, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person 



                                       9

<PAGE>   16

prepared in accordance with GAAP; provided, however, that any accrued expense or
trade payable of such Person shall not constitute Indebtedness. The amount of
any Indebtedness outstanding as of any date shall be (a) the accreted value
thereof, in the case of any Indebtedness that does not require current payments
of interest, and (b) the principal amount thereof, in the case of any other
Indebtedness (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of such Person and its Restricted
Subsidiaries thereunder).

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds an interest through a
Participant.

         "Initial Purchasers" means RBC Dominion Securities Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

         "Institutional Accredited Investor" means an "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act other than a
QIB.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees by the referent Person of, and Liens on any
property or assets of the referent Person securing, Indebtedness or other
obligations of other Persons), advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP; provided, however, that the following shall not constitute
Investments: (i) extensions of trade credit or other advances to customers on
commercially reasonable terms in accordance with normal trade practices or
otherwise in the ordinary course of business, (ii) Hedging Obligations and (iii)
endorsements of negotiable instruments and documents in the ordinary course of
business. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Equity Interests of
such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.07 of this Indenture.

         "Issue Date" means the first date on which the Series A Notes are
issued hereunder.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in New Orleans, Louisiana, or at a place of payment with respect to
the Notes are authorized by law, regulation or executive order to remain closed.
If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

         "Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such property or asset, whether or not filed, 



                                       10

<PAGE>   17

recorded or otherwise perfected under applicable law (including any conditional
sale or other title retention agreement, any lease in the nature thereof, any
option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial
Code (or equivalent statutes) of any jurisdiction other than a precautionary
financing statement respecting a lease not intended as a security agreement) or
any assignment (or agreement to assign) any right to income or profits from any
property or asset by way of security.

         "Liquidated Damages" means all liquidated damages then owing pursuant
to a Registration Rights Agreement, including any liquidated damages expressed
in terms of additional interest on the Series A Notes.

         "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

         "Net Income" means, with respect to any Person, the net income (or
loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (a) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (i) any Asset Sale (including,
without limitation, dispositions pursuant to sale-and-leaseback transactions) or
(ii) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (b) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
(without duplication) the following: (a) the direct costs relating to such Asset
Sale (including, without limitation, legal, accounting and investment banking
fees, sales commissions, recording fees, title transfer fees, title insurance
premiums, appraiser fees and costs incurred in connection with preparing such
asset for sale) and any relocation expenses incurred as a result thereof, (b)
taxes paid or estimated to be payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing
arrangements), (c) amounts required to be applied to the repayment of
Indebtedness (other than under the Credit Facility) secured by a Lien on the
property or assets that were the subject of such Asset Sale and (d) any reserve
established in accordance with GAAP or any amount placed in escrow, in either
case for adjustment in respect of the sale price of such property or assets,
until such time as such reserve is reversed or such escrow arrangement is
terminated, in which case Net Proceeds shall include only the amount of the
reserve so reversed or the amount returned to the Company or its Restricted
Subsidiaries from such escrow arrangement, as the case may be.

         "Non-Recourse Debt" means Indebtedness (a) as to which neither the
Company nor any of its Restricted Subsidiaries (i) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness) or is otherwise directly or indirectly liable (as a
guarantor or otherwise) or (ii) constitutes the lender, (b) no default with
respect to which


                                       11

<PAGE>   18
(including any rights the holders thereof may have to take enforcement action
against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or
both) the holders of Indebtedness of the Company or any of its Restricted
Subsidiaries to declare a default on such Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity and (c) as to
which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted
Subsidiaries.

         "Notes" has the meaning attributed thereto in the Recital of this
Indenture.

         "Note Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Chief Administrative Officer, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary or any Vice President of such
Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be, in the case of the
Officers' Certificate referred to in Section 4.04(2) hereof, the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
11.05 hereof. Unless otherwise provided in this Indenture, the counsel may be an
employee of or counsel to the Company, any Subsidiary of the Company or the
Trustee.

         "Original Notes" has the meaning set forth in Section 2.02 hereof.

         "Pari Passu Indebtedness" means, with respect to any Net Proceeds from
Asset Sales, Indebtedness of the Company and its Restricted Subsidiaries the
terms of which require the Company or such Restricted Subsidiary to apply such
Net Proceeds to offer to repurchase such Indebtedness.

         "Participant" means with respect to DTC, Euroclear or Clearstream, a
Person who has an account with DTC, Euroclear or Clearstream, respectively (and,
with respect to DTC, shall include Euroclear and Clearstream).

         "Permitted Investments" means (a) any Investment in the Company
(including, without limitation, any acquisition of the Notes) or in a Wholly
Owned Restricted Subsidiary of the Company, other than any Investment described
in clause (a) of the definition of "Restricted 



                                       12

<PAGE>   19

Payments," (b) any Investment in Cash Equivalents, (c) any Investment by the
Company or any Restricted Subsidiary of the Company in a Person if as a result
of such Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary
of the Company or (ii) such Person is merged or consolidated with or into, or
transfers or conveys all or substantially all of its properties or assets to, or
is liquidated into, the Company or a Wholly Owned Restricted Subsidiary of the
Company, (d) any Investment made as a result of the receipt of non-cash
consideration from (i) an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof or (ii) a disposition of assets that does not
constitute an Asset Sale, (e) Investments in a Person engaged principally in the
business of providing marine transportation services or other businesses
reasonably complementary or related thereto as determined in good faith by the
Board of Directors, provided that the aggregate amount of all such Investments
at any one time outstanding pursuant to this clause (e) in Persons that are not
Restricted Subsidiaries of the Company shall not exceed the greater of (i) $10.0
million and (ii) 5% of Consolidated Net Tangible Assets determined as of the end
of the Company's most recently completed fiscal quarter for which internal
financial statements are available, and (f) Investments in stock, obligations or
securities received in settlement of any debts owing to the Company or any
Restricted Subsidiary of the Company as a result of bankruptcy or insolvency
proceedings or upon the foreclosure, perfection or enforcement of any Lien in
favor of the Company or any Restricted Subsidiary of the Company, in each case
as to any debts owing to the Company or any Restricted Subsidiary of the Company
that arose in the ordinary course of business of the Company or any such
Restricted Subsidiary.

         "Permitted Liens" means (a) Liens securing Indebtedness incurred
pursuant to clause (a) of the second paragraph of Section 4.09 hereof, (b) Liens
in favor of the Company and its Restricted Subsidiaries, (c) Liens on any
property or asset of a Person existing at the time such Person is merged into or
consolidated with the Company or any Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to such merger or
consolidation, were not created in contemplation of it and do not extend to any
property or asset of the Company or any of its Restricted Subsidiaries other
than those of the Person merged into or consolidated with the Company or any of
its Restricted Subsidiaries, (d) Liens on any property or asset existing at the
time of acquisition thereof by the Company or any Restricted Subsidiary of the
Company, provided that such Liens were in existence prior to such acquisition,
were not created in contemplation of it and do not extend to any other property
or asset of the Company or any of its Restricted Subsidiaries, (e) Liens
securing the performance of tenders, bids, statutory obligations, surety,
appeal, return-of-money or performance bonds, government contracts, insurance
obligations or other obligations of a like nature incurred in the ordinary
course of business, (f) Liens securing Hedging Obligations, (g) Liens existing
on the Issue Date, (h) Liens securing Non-Recourse Debt, (i) any interest or
title of a lessor under an operating lease, (j) Liens arising by reason of
deposits necessary to obtain standby letters of credit in the ordinary course of
business, (k) Liens on real or personal property or assets of the Company or a
Restricted Subsidiary thereof to secure Indebtedness incurred for the purpose of
(i) financing all or any part of the purchase price of such property or assets
incurred prior to, at the time of, or within 120 days after, completion of the
acquisition of such property or assets or (ii) financing all or any part of the
cost of construction or improvement of any such property or assets, provided
that the amount of any such financing shall not exceed the amount expended in
the acquisition of, or the construction or improvement of, such property or
assets and such Liens shall not extend to any other property or assets of the
Company or a Restricted Subsidiary thereof (other than any associated accounts,
contracts and insurance proceeds), (l) Liens securing Permitted 



                                       13

<PAGE>   20

Refinancing Indebtedness with respect to any Indebtedness secured by Liens
referred to in clauses (c), (d), (g), and (k) above and in this clause (l), (m)
Liens securing Indebtedness of the Company or any Restricted Subsidiary of the
Company that does not exceed $10.0 million at any one time outstanding, (n)
Liens on any property or assets of the Company or any Restricted Subsidiary of
the Company that were substituted or exchanged as collateral for other
properties or assets of the Company or any Restricted Subsidiary of the Company
that are referred to in any of the preceding clauses (c), (d) and (k) of this
definition, provided that the fair market value of the substituted or exchanged
properties or assets substantially approximates, at the time of the substitution
or exchange, the fair market value of the other properties or assets so referred
to, (o) judgment Liens not giving rise to an Event of Default so long as any
appropriate legal proceeding that may have been duly initiated for the review of
such judgment has not been finally terminated or the period within which such
proceeding may be initiated has not expired, (p) rights of banks to set off
deposits against Indebtedness owed to said banks, (q) Liens upon specific items
of inventory or other goods and proceeds of the Company or its Restricted
Subsidiaries securing the Company's or any such Restricted Subsidiary's
obligations in respect of bankers' acceptances issued or created for the account
of any such Person to facilitate the purchase, shipment or storage of such
inventory or other goods in the ordinary course of business, and (r) legal or
equitable Liens deemed to exist by reason of negative pledge covenants and other
covenants or undertakings of a like nature.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided, however, that (a) the principal amount of such Permitted Refinancing
Indebtedness does not exceed the principal amount of, plus premium, if any, and
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred
in connection therewith), (b) such Permitted Refinancing Indebtedness has a
final maturity date no earlier than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded, (c) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes or the Subsidiary Guarantees, such Permitted Refinancing
Indebtedness is subordinated in right of payment to the Notes or the Subsidiary
Guarantees, as the case may be, on terms at least as favorable, taken as a
whole, to the Holders of Notes as those contained in the documentation governing
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded and (d) such Indebtedness is incurred either by the Company or the
Restricted Subsidiary that is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; provided, however, that a
Restricted Subsidiary may guarantee Permitted Refinancing Indebtedness incurred
by the Company, whether or not such Restricted Subsidiary was an obligor or
guarantor of the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; provided, further, however, that if such Permitted
Refinancing Indebtedness is subordinated to the Notes, such guarantee shall be
subordinated to such Restricted Subsidiary's Subsidiary Guarantee to at least
the same extent.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or 



                                       14

<PAGE>   21

agency or political subdivision thereof (including any subdivision or ongoing
business of any such entity or substantially all of the assets of any such
entity, subdivision or business).

         "Productive Assets" means Vessels or other assets (other than assets
that would be classified as current assets in accordance with GAAP) of the kind
used or usable by the Company or its Restricted Subsidiaries in the business of
providing marine transportation services (or any other business that is
reasonably complementary or related thereto as determined in good faith by the
Board of Directors).

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act.

         "Qualified Equity Offering" means (a) any sale of Equity Interests
(other than Disqualified Stock) of the Company for cash pursuant to an
underwritten offering registered under the Securities Act or (b) any other sale
of Equity Interests (other than Disqualified Stock) of the Company for cash, in
each case so long as such sale does not result in a Change of Control.

         "Qualified Services Contract" means, with respect to any newly
constructed offshore supply vessel delivered to the Company or any of its
Restricted Subsidiaries, a contract that the Board of Directors, acting in good
faith, designates as a "Qualified Services Contract" pursuant to a Board
Resolution, which contract:

                  (a) is between the Company or one of its Restricted
         Subsidiaries, on the one hand, and (i) a Person or a Subsidiary of a
         Person with a rating of either BBB- or higher from S&P or Baa3 or
         higher from Moody's, or if such ratings are not available, then a
         similar investment grade rating from another nationally recognized
         statistical rating agency or (ii) any other Person provided such
         contract is supported by letters of credit, performance bonds or
         guarantees, from a Person that has an investment grade rating, for the
         full amount of the remaining contracted payments over the contract
         term;

                  (b) provides for services to be performed by the Company or
         one of its Restricted Subsidiaries involving the use of such vessel or
         a charter (bareboat or otherwise) of such vessel by the Company or one
         of its Restricted Subsidiaries, in either case for a minimum period of
         at least one year;

                  (c) provides for a fixed dayrate for such vessel; and

                  (d) provides for commencement of the payments of the dayrate
         referred to in clause (c) of this definition within 60 days of the date
         the Company or one of its Restricted Subsidiaries has entered into the
         contract.

         "Registration Rights Agreement" means (a) the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company, the Guarantors
and the Initial Purchasers relating to the Original Notes, a copy of which is
attached hereto as Annex A, and (b) any similar agreement that 



                                       15

<PAGE>   22

the Company may enter into in relation to any other Series A Notes, in each case
as such agreement may be amended, modified or supplemented from time to time.

         "Regulation S" means Regulation S under the Securities Act.

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent global senior
note that contains the clause referred to in footnote 1, the paragraphs referred
to in footnotes 2 and 3 and the additional schedule referred to in footnote 4 to
the form of the Note attached hereto as Exhibit A-1, and that is deposited with
the Note Custodian and registered in the name of the Depository or its nominee,
representing Notes originally issued or transferred in reliance on Regulation S.

         "Regulation S Temporary Global Note" means a single temporary global
senior note in the form of the Note attached hereto as Exhibit A-2 that is
deposited with the Note Custodian and registered in the name of the Depository
or its nominee, representing Notes originally issued or transferred in reliance
on Regulation S.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Department of the Trustee (or any successor
department of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Restricted Beneficial Interest" means any beneficial interest of a
Participant or Indirect Participant in a Restricted Global Note.

         "Restricted Definitive Notes" means the Definitive Notes that are
required to bear the legend set forth in Section 2.06(f) hereof.

         "Restricted Global Notes" means the 144A Global Note, the IAI Global
Note and the Regulation S Global Note, each of which is required to bear the
legend set forth in Section 2.06(f) hereof.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" of a Person means any Subsidiary of such Person
that is not an Unrestricted Subsidiary.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to the rating agency business
thereof.



                                       16

<PAGE>   23

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Series A Notes" has the meaning attributed thereto in the Recital of
this Indenture.

         "Series B Notes" has the meaning attributed thereto in the Recital of
this Indenture.

         "Significant Subsidiary" means (a) any Restricted Subsidiary of the
Company that would be a "significant subsidiary" as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
Regulation is in effect on the Issue Date, (b) any other Restricted Subsidiary
of the Company that (i) represents more than 5% of the Consolidated Net Tangible
Assets of the Company, based upon the most recent internal financial statements
of the Company, and (ii) provides a guarantee under the Credit Facility or
incurs any Funded Indebtedness and (c) their respective successors and assigns.

         "Stated Maturity" means, with respect to any mandatory sinking fund or
other installment of interest or principal on any series of Indebtedness, the
date on which such payment of interest or principal was scheduled to be paid in
the original documentation governing such Indebtedness, and shall not include
any contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

         "Subordinated Notes" means any debt securities of the Company issued
either in satisfaction of the Company's payment obligations under the
Trutta/JEDI Warrants or in lieu of cash interest payments on outstanding
Subordinated Notes, provided that all such Subordinated Notes (a) have a final
maturity date at least one year following the final maturity date of the Notes,
(b) are subordinated in right of payment to all senior indebtedness of the
Company, including the Notes, (c) provide for quarterly payments of interest at
a rate per annum not in excess of 30-day LIBOR plus 5.0%, (d) provide for
quarterly installments of principal equal to 1/44th of the aggregate principal
amount of the Subordinated Notes (plus any previously deferred principal
payments), provided that any such quarterly principal payment (including
previously deferred amounts) will be deferred to the succeeding quarter (or
quarters) to the extent such payment, and after giving pro forma effect thereto,
would cause or result in a violation of this Indenture (including, without
limitation, Section 4.07) or the terms of any other indebtedness of the Company,
and (e) do not obligate the Company to make any interest payment in cash except
to the extent that the Company would, at the time of such payment and after
giving pro forma effect thereto as if such payment had been made at the
beginning of the applicable four-quarter period, have been permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Consolidated Interest
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.

         "Subsidiary" means, with respect to any Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof), (b) any partnership (i) 



                                       17

<PAGE>   24

the sole general partner or the managing general partner of which is such Person
or a Subsidiary of such Person or (ii) the only general partners of which are
such Person or of one or more Subsidiaries of such Person (or any combination
thereof) and (c) any other Person whose results for financial reporting purposes
are consolidated with those of such Person in accordance with GAAP.

         "Subsidiary Guarantees" means the joint and several guarantees issued
by all of the Guarantors pursuant to Article 10 hereof.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

         "Transfer Restricted Securities" means securities that bear or are
required to bear the legend set forth in Section 2.06(f) hereof, and includes
the Restricted Global Notes and the Restricted Definitive Notes.

         "Treasury Rate" means, as of any redemption date in respect of the
Notes, the yield to maturity as of such redemption date of United States
Treasury securities with a constant maturity (as compiled and published in the
most recent Federal Reserve Statistical Release H.15(519) that has become
publicly available at least two business days prior to the redemption date or,
if such Statistical Release is no longer published, any publicly available
source of similar market data) most nearly equal to the period from the
redemption date to August 1, 2005; provided, however, that if the period from
the redemption date to August 1, 2005 is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

         "Trutta/JEDI Warrants" means, collectively, the warrants to purchase
5,250,000 shares of Common Stock that are exercisable and warrants to purchase
702,380 shares of Common Stock that are not presently exercisable each held by
ECTMI Trutta Holdings L.P. and warrants to purchase 5,250,000 shares of Common
Stock that are exercisable and warrants to purchase 702,381 shares of Common
Stock that are not presently exercisable each held by Joint Energy Development
Investments II Limited Partnership, as such warrants are in effect on the Issue
Date.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

         "Unrestricted Global Notes" means one or more Global Notes that do not
and are not required to bear the legend set forth in Section 2.06(f) hereof.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution and any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors may designate a Subsidiary as an Unrestricted Subsidiary only to the
extent that such Subsidiary at the time of such designation (a) has no
Indebtedness other than Non-Recourse Debt, (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless such 



                                       18

<PAGE>   25

agreement, contract, arrangement or understanding does not violate Section 4.11
hereof, and (c) is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any direct or indirect obligation (i) to
subscribe for additional Equity Interests or (ii) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results. Any such designation by the Board of Directors
shall be evidenced to the Trustee by filing with the Trustee the Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions and was
permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary
would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred
by a Restricted Subsidiary of the Company as of such date (and, if such
Indebtedness is not permitted to be incurred as of such date pursuant to Section
4.09 hereof, the Company shall be in default of such covenant). The Board of
Directors may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary, provided that such designation shall be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if: (1) such Indebtedness is permitted under Section
4.09 hereof, calculated on a pro forma basis as if such designation had occurred
at the beginning of the four-quarter reference period, and (2) no Default or
Event of Default would be in existence following such designation.

         "U.S. Dollar Equivalent" means, with respect to any monetary amount in
a currency other than the U.S. dollar, at or as of any time for the
determination thereof, the amount of U.S. dollars obtained by converting such
foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as quoted
by Reuters (or, if Reuters cases to provide such spot quotations, by any other
reputable service as is providing such spot quotations, as selected by the
Company) at approximately 11:00 a.m. (New York City time) on the date not more
than two Business Days prior to such determination.

         "U.S. Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

         "Vessels" means marine vessels.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board of
directors, managers or trustees of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.



                                       19

<PAGE>   26

         "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person to the extent that (a) all of the outstanding Capital
Stock which (other than directors' qualifying shares and Capital Stock held by
other statutorily required minority shareholders) shall at the time be owned
directly or indirectly by such Person or (b) such Restricted Subsidiary is
organized in a foreign jurisdiction and is required by the applicable laws and
regulations of such foreign jurisdiction to be partially owned by the government
of su