SEC Filings

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

         WHEREAS, Seller and Stockholder desire that Seller grant to Buyer
options to purchase the Optioned-Vessels and the Optioned-Vessel Businesses, and
Buyer desires to receive such purchase options from Seller, upon and subject to
the terms and conditions set forth herein;

         WHEREAS, Manager manages the Vessel (as herein defined), Business, the
Optioned-Vessels and Optioned-Vessel Businesses, and thus has intimate knowledge
of the Assets, Business, Optioned-Vessels and Optioned-Vessel Businesses and the
business of its predecessors, and as an inducement for Buyer to enter into this
Agreement, Buyer has requested that Manager join as a party to this Agreement;

         WHEREAS, Stockholder, who directly or indirectly owns or controls
Manager and Seller, desires that Manager join as a party to this Agreement to
induce Buyer to enter into same, all for the benefit of Stockholder and his
affiliated entities, and Stockholder will cause Manager to so join as a party.

         NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:

                                   ARTICLE 1
                                SALE AND PURCHASE

         1.1 SALE AND PURCHASE. On the terms and subject to the conditions
contained herein, Seller agrees to sell to Buyer and Buyer agrees to purchase
from Seller, free and clear of all liens, encumbrances, mortgages, pledges,
charges, options, rights, security interests, agreements, or claims of any
nature whatsoever, recorded or unrecorded (individually a "Lien" and
collectively the "Liens"), other than the Permitted Liens, all of Seller's
right, title and interest in the vessel (the "Vessel") named in Schedule 1.1(a)
attached hereto and to all of the tangible and intangible properties and assets
used primarily in or necessary to the conduct of the offshore supply vessel
business of the Vessel as conducted by the Vessel Owning Company (as herein
defined) or the Seller (the "Business"), wherever located (all such properties
and assets, together with the Vessel, collectively referred to herein as the
"Assets"), including without limitation, the non-Vessel assets set forth in
Schedule 1.1(a) and all of the following in any way pertaining to, related to,
identified primarily with or otherwise used primarily in the Business: (i) all
equipment, pumps, gears, outfit, furniture, furnishings, fittings, apparel,
appliances, appurtenances, spare and replacement parts (such as spare engines,
engine parts, shafts, rudders and wheels), fuels, oils, consumables and stores
and all other items as are on board or identified to the Vessel; (ii) such
assets as appear in the inventory and pictorial condition surveys for the Vessel
and Vessel drawings and logs; (iii) amounts prepaid on Assumed Contracts (as
herein defined) and all contract rights under Assumed Contracts (including
without limitation rights to receive payments for vessel services arising from
and after the Closing Time); and (iv) all other machinery and equipment,
computer software, contracts, licenses, permits, customer contact lists, vendor
relationships, operating rights, rights to Vessel telephone numbers, and rights
and benefits of Seller (or the right to cause Seller to enforce any such rights
or benefits) under any agreements entered into between Seller and the Vessel
Owning Company for the purchase by Seller of the Business and Assets; provided,
however, that the Assets shall not include strictly shore-based assets. The
shore-based assets and other assets of Seller that would otherwise be