SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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provided, however, that notwithstanding the foregoing, each of the
Optioned-Vessels may be hypothecated to the extent that (i) each such
Optioned-Vessel is hypothecated for no more than $1,500,000.00 and (ii) any
documentation relating to such hypothecation expressly allows for the release of
any Liens on such Optioned-Vessel upon the payment of an amount not to exceed
$1,500,000.00.

         5.14 OWNERSHIP OF VESSELS. Seller acknowledges and agrees that at the
Closing it shall, and Stockholder shall cause Seller to, either directly hold
title to all of the vessels set forth in Schedule 5.14 or directly or indirectly
own all of the issued and outstanding ownership interests of any companies or
other entities ("Ship Holdcos") that own title to the vessels set forth in
Schedule 5.13. Seller shall deliver copies of appropriate documentation
evidencing Seller's ownership of such vessels or Ship Holdcos, as the case may
be, within thirty (30) days after the Closing. Seller shall not sell, assign,
transfer or otherwise convey title to all or substantially all of its assets
(assets for this purpose including Seller's ownership interests in the Ship
Holdcos) for a term of twenty-four (24) months following the Closing Date,
without the prior written consent of Buyer, which shall not be unreasonably
withheld or delayed. Seller, Manager and Stockholder shall act in good faith and
shall not take any action to circumvent its obligations under this Section 5.13,
including, without limitation, through a corporate restructuring, transferring
of assets, dissolving or liquidating its assets, whether voluntary, involuntary
or by operation of law.

                                   ARTICLE 6
                               COVENANTS OF BUYER

         Buyer covenants and agrees with Seller and Stockholder that:

         6.1 APPROVALS. Buyer shall take all reasonable steps, and shall use
reasonable commercial efforts to obtain, and shall cooperate with Seller and
Stockholder in obtaining, as promptly as possible, all approvals, authorizations
and clearances of governmental and regulatory bodies and officials required to
consummate the transactions contemplated hereby. Buyer shall provide such other
information and communications to governmental and regulatory authorities as
such governmental and regulatory authorities or Seller and Stockholder may
reasonably request and shall use reasonable commercial efforts to obtain any
requisite consents of third parties, to the extent required to consummate the
transactions contemplated hereby but only if no payment or other concessions are
required of Buyer to obtain such consents.

         6.2 COMPLIANCE WITH LEGAL REQUIREMENTS. Buyer shall use reasonable
commercial efforts to comply promptly with all requirements which federal or
state law may impose on it or any of its affiliates with respect to the
transactions contemplated by this Agreement and will promptly cooperate with and
furnish information to Seller and Stockholder in connection with any such
requirements imposed upon them in connection therewith.

         6.3 CERTAIN ACTS OR OMISSIONS. Buyer shall not (a) omit to take any
action called for by any of its covenants in this Agreement or (b) take any
action which it is required to refrain from taking by any of such covenants.
Buyer shall use all reasonable efforts to cure, before the Closing, any
violation or breach of any of its representations, warranties or covenants
contained 



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