SEC Filings

HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document

in this Agreement which becomes known, occurs or arises subsequent to the date
of this Agreement and to obtain the satisfaction of all conditions to Closing
set forth in this Agreement.

         6.4 ACCESS TO RECORDS. Buyer hereby agrees to make any books and
records of Seller that are transferred to Buyer in consequence of the Closing
available (or to deliver copies thereof) to Seller during normal business hours
for any reasonable business purpose.

         6.5 VESSEL MARKINGS. Buyer agrees that as soon as practicable after the
Closing, Buyer shall remove the Manager's markings from the Vessel and remark
same with Buyer's markings and shall, within a period of ninety (90) days after
the Closing Time, repaint the Vessel according to Buyer's colors and

                                   ARTICLE 7
                            CONDITIONS TO OBLIGATIONS
                                    OF BUYER

         Except as may be waived in writing by Buyer, the obligations of Buyer
to consummate this Agreement and the transactions to be consummated by Buyer
hereunder on the Closing Date shall be subject to the following conditions:

shall, and Stockholder shall cause Seller to, have consummated the acquisition
(the "Predicate Transaction") of the Assets, the Business, the Five Vessel
Assets and Related Businesses, the Optioned-Vessels and the Optioned-Vessel
Businesses from Candy Cap L.P XII, XV, XVI, XVII, XVIII and XIV, Vessel One
Corporation and Candy Cruiser, Inc. (collectively, "All the Vessel Owning
Companies" and, specifically, the Vessel One Corporation and Candy Cruiser being
collectively referred to herein as the "Optioned-Vessel Owning Companies" and
Candy Cap L.P. XVII being individually referred to as the "Vessel Owning
Company"), as appropriate, and shall provide executed conveyance documents
reasonably satisfactory to Buyer evidencing the consummation by Seller of the
acquisition of such Business and Assets, including without limitation, delivery
at the Closing of original executed bills of sale in favor of the Seller
conveying title to the Vessel free and clear of all Liens to Seller in the
Predicate Transaction and copies of executed bills of sale conveying title to
the other vessels set forth in Schedule 5.14 free and clear of all Liens to
Seller, including the Optioned-Vessels. In addition, the Buyer shall have
consummated the acquisition of the Five Vessel Assets and Related Businesses
from Seller pursuant to the terms of the Purchase Agreement.

         7.2 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Seller, Manager and Stockholder contained in this Agreement or in any
certificate or document executed and delivered by Seller, Manager and/or
Stockholder to Buyer pursuant to this Agreement shall have been true and correct
on the date made and shall be true and correct on and as of the date of the
delivery and execution of all documents required to consummate the Closing as
though such representations and warranties were made at and as of such date.

         7.3 COMPLIANCE WITH AGREEMENT. On and as of the Closing Date, Seller,
Manager and Stockholder shall have performed and complied with the covenants and
agreements required