SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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                  (ii) The Parties hereto acknowledge and agree that although no
         amounts from the Purchase Price will be escrowed under that certain
         Escrow Agreement entered into by and among HOSI, Seller, Buyer and
         others ("Escrow Agreement") in connection with the Purchase Agreement,
         the Vessel shall be covered by the terms of such Escrow Agreement and
         the Repair Program contemplated in its exhibits to the extent that
         Buyer pursues any claims relating to the Vessel as a result of the
         drydocking scheduled to take place on or about July 10, 2003.

         1.4 PAYMENT OR ASSUMPTION OF LIABILITIES. Buyer shall assume the
contractual obligations of Seller contained in the assumed contracts assigned to
Buyer, as determined by Buyer in its sole discretion, effective at the Closing
Time (the "Assumed Contracts") and shall in its sole and absolute discretion
perform such Assumed Contracts in accordance with their terms or otherwise
arrange for their discharge, provided, however, that if any of the Assumed
Contracts are not assignable by their terms or consents to the assignment of the
Assumed Contracts cannot be obtained, then Buyer shall perform or at its
election otherwise discharge such Assumed Contracts in accordance with their
terms in the name of and on Seller's behalf, and all benefits and rights derived
thereunder shall be for the account of the Buyer. Seller shall, at the request
and expense of Buyer, enforce in a reasonable manner as directed by the Buyer,
any and all rights of the Seller under the Assumed Contracts that could not be
assigned to Buyer. Except for the Assumed Contracts, Buyer does not assume or
agree to pay, perform or discharge any debts, obligations or liabilities of the
Vessel Owning Company, Seller, Manager or Stockholder of any kind or nature,
whether or not such debts, liabilities or obligations related to or arose out of
the conduct of the Business or the operation of the Assets, whether accrued,
absolute, contingent or otherwise, or whether due or to become due, or
otherwise, whether known or unknown, which liabilities and obligations, if ever
in existence, shall continue to be liabilities and obligations of the Vessel
Owning Company, Seller, Manager and/or Stockholder, as applicable.
Notwithstanding anything to the contrary contained herein and without limiting
the generality of the foregoing, Buyer shall not, except for the Assumed
Contracts, assume or be liable for the following debts, liabilities and
obligations (together with the liabilities expressly excluded in this Section
1.4, the "Excluded Liabilities"):

         (a) VIOLATION OF REPRESENTATIONS, ETC. Debts, obligations or
liabilities which arise or exist in violation of any of the representations,
warranties, covenants or agreements of Seller, Manager or Stockholder contained
in this Agreement or in any statement or certificate delivered to Buyer by or on
behalf of Seller, Manager or Stockholder on or before the Closing pursuant to
this Agreement or in connection with the transactions contemplated hereby.

         (b) CONTINGENT LIABILITIES. Contingent liabilities of the Vessel Owning
Company, Seller, Manager or Stockholder of any kind arising or existing on or
before the Closing Time, including without limitation claims, proceedings or
causes of action which are currently or hereafter become the subject of claims,
assertions, litigation or arbitration.

         (c) TAXES DUE ON SALE. Debts, obligations or liabilities of Seller,
Manager or Stockholder for federal, state, county, parish, local, foreign or
other income, or transfer taxes or assessments (including interest and penalties
thereon, if any) of any kind whatsoever arising from, based upon or related to
the sale, transfer or delivery of the Business or the Assets pursuant to this
Agreement or otherwise.



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