SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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                                   ARTICLE 11
                                   TERMINATION

         This Agreement may be terminated at any time before the Closing Date:

         (a) by mutual consent of Buyer, on the one hand, and Seller, Manager
and Stockholder, on the other hand;

         (b) by Buyer, upon notice of termination of its obligation to
consummate the transaction delivered to Seller, Manager and Stockholder, if
Buyer reasonably has determined that there has been any breach of any material
covenant of Seller, Manager and/or Stockholder or that Seller, Manager and/or
Stockholder have breached any of its or their material representations or
warranties, stating in particularity the default or defaults on which the notice
is based; provided, however, that Seller, Manager and/or Stockholder shall,
after receipt of such notice, have thirty (30) days in which to cure such breach
and, if so cured, Buyer shall, for that reason, have no right to terminate this
Agreement;

         (c) by Seller, Manager and/or Stockholder upon notice of termination of
their obligation to consummate the transaction delivered to Buyer, if Seller,
Manager and/or Stockholder have reasonably determined that there has been any
breach of any material covenant of Buyer or that Buyer has breached any of its
material representations or warranties, stating in particularity the default or
defaults on which the notice is based; provided, however, that Buyer shall,
after receipt of such notice, have thirty (30) days in which to cure such breach
and, if so cured, Seller, Manager and/or Stockholder shall, for that reason,
have no right to terminate this Agreement;

         (d) by either Buyer, on the one hand, or Seller, Manager or
Stockholder, on the other hand, if the Closing has not occurred on or before
July 31, 2003; or

         (e) by Buyer if the Agreement and the transactions contemplated
hereunder are not approved by HOSI' Board of Directors before July 31, 2003.

         If this Agreement is terminated pursuant to (a), (d), or (e) above,
such termination shall be without liability of any party, or any director,
officer, employee, agent, consultant or representative of such party, to any
other party to this Agreement by Buyer or Seller, Manager and Stockholder,
except as specifically provided in this Agreement. If this Agreement is
terminated pursuant to (b) or (c) above, the rights and remedies granted hereby
are cumulative and nonexclusive of any other right or remedy available to the
terminating party at law or in equity. The parties agree that the Business and
the Assets are unique in character and, if Seller, Manager and/or Stockholder
defaults, damages suffered by Buyer may not be readily ascertainable.
Accordingly, Seller, Manager and Stockholder agree that Buyer, at its option,
shall be entitled to the equitable remedy of specific performance, provided,
however, that specific performance shall not be available if for any reason the
Predicate Transaction is not consummated.



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