SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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Stockholder relating to periods of employment occurring before the Closing Date
or after the Closing Date and during the Crew Lease Period as contemplated under
the terms of the Crew Management Agreement.

         (l) ASSUMED CONTRACTS. Any liabilities and/or obligations with respect
to any breach or default under the Assumed Contracts in which any material facts
and/or circumstances leading to or constituting such breach or default occurred
at any time before the Closing Time.

         (m) PRE-CLOSING LIABILITIES. Debts, expenses, obligations or
liabilities relating to the operation of the Business and/or the Assets arising
out of circumstances existing or events occurring at any time before the Closing
Time and which are not specifically assumed by Buyer, including without
limitation (i) liabilities, debts or obligations existing as of the Closing Time
and (ii) transaction expenses of Seller, Manager and Stockholder including,
without limitation, accountant's and attorneys' fees incurred in connection with
the negotiation or execution of the Letter or this Agreement or the transactions
contemplated hereby and thereby.

         (n) LIABILITIES RELATING TO EXCLUDED ASSETS. Debts, expenses or
liabilities relating to or secured by the Excluded Assets.

         1.5 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated
among the Assets as the parties shall reasonably determine based on their
relative fair market values as approved by Buyer, and Buyer, Manager,
Stockholder and Seller shall utilize such values in all applicable tax reports
and filings and shall not take any action to oppose such allocations.

         1.6 PUBLIC ANNOUNCEMENTS. Before making any public announcements with
respect to this Agreement or the transactions contemplated hereby, Seller,
Stockholder, Buyer and Manager shall consult with the other parties hereto and
use good faith efforts to agree upon the text of a joint announcement to be made
by Seller, Stockholder, Buyer and Manager or use good faith efforts to obtain
such other party's approval of the text of any public announcement to be made on
behalf of any one party; provided, however, that Buyer, which is subject to
reporting obligations under federal securities laws, shall have final approval
with respect to whether any public announcements will be made by the parties and
the final text of such public announcements, if any, and if Buyer determines (in
its sole discretion) that a public announcement is warranted under the federal
securities laws, Buyer shall provide Stockholder with a copy of such
announcement prior to its public release. Subject to the preceding sentence, and
except as otherwise agreed in writing by each of Seller, Stockholder, Buyer and
Manager or as may be required by law, including any reporting obligations under
federal securities laws to which Buyer is subject, each such party shall
maintain as confidential the terms and conditions of this Agreement as required
under Section 5.6 hereof.

         1.7 AD VALOREM TAXES. The parties hereto agree that the ad valorem
taxes with respect to the Vessel and other non-Vessel Assets that are assessed
based on the presence of such property within the jurisdiction of any state,
local or municipal taxing authority on or about August 1, 2002 or January 1,
2003 or any other date prior to the Closing Date, shall be the responsibility of
Seller, regardless of which party receives a tax statement from any such taxing
authority. If the Louisiana legislature or any other taxing authority abolishes
or otherwise limits the right to claim refundable credits for ad valorem taxes
and Seller is thus unable to claim the 



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