SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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         2.1 ORGANIZATION AND GOOD STANDING. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Louisiana. Seller has all requisite corporate power and authority to own, hold,
use and lease its properties and assets and to conduct its business as it is now
being conducted. Seller is duly qualified as a foreign corporation and is in
good standing in all jurisdictions in which the character of the properties and
assets now owned or leased by it or the nature of the business now conducted by
it requires it to be so qualified. Seller has delivered to Buyer true, complete
and correct copies of its articles or certificate of incorporation and bylaws,
as amended to the date of this Agreement.

         2.2 OWNERSHIP. Stockholder is the record and beneficial owner of all of
the issued and outstanding capital stock of Seller. Seller is the record and
beneficial owner of all of the issued and outstanding capital stock of Candy
Cruiser, Inc. ("Candy Cruiser"). There is no existing option, warrant, call,
commitment or other agreement with respect to the capital stock of Seller or
Candy Cruiser.

         2.3 AUTHORITY OF SELLER, MANAGER AND STOCKHOLDER. Seller and Manager
each has all requisite corporate power and authority, and Stockholder has the
full right, power, legal capacity and authority to enter into, execute and
deliver this Agreement and the documents contemplated hereby to be executed by
such parties and to perform the obligations to be performed by such parties
hereunder and thereunder, respectively. The execution, delivery and compliance
by Seller and Manager with the terms of this Agreement and the documents
contemplated hereby to be executed by Seller and Manager and the consummation by
Seller and Manager of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action by Seller and Manager. This
Agreement has been duly executed and delivered by Seller, Manager and
Stockholder, and this Agreement constitutes, and the documents contemplated
hereby to be executed by Seller, Manager and Stockholder, as applicable, upon
their execution and delivery as herein provided will constitute, the legal,
valid and binding obligations of Seller, Manager and Stockholder, as applicable,
enforceable against Seller, Manager and Stockholder, respectively, in accordance
with their respective terms.

         2.4 NO CONFLICTS. The execution and delivery of this Agreement and the
documents contemplated hereby to be executed by Seller, Manager and/or
Stockholder do not, and compliance by Seller, Manager and/or Stockholder with
the terms hereof and thereof and consummation by Seller, Manager and Stockholder
of the transactions contemplated hereby and thereby will not, (a) violate or
conflict with any existing term or provision of any law, statute, ordinance,
rule, regulation, order, writ, judgment, injunction or decree applicable to
Seller, Manager or Stockholder; (b) conflict with or result in a breach of or
default under any of the terms, conditions or provisions of the articles of
incorporation or bylaws of Seller or Manager or, assuming consummation of the
Predicate Transaction, any agreement or instrument to which Seller, Manager or
Stockholder is a party or otherwise subject, or by which Seller, Manager,
Stockholder, the Business or any of the Assets may be bound; (c) result in the
creation or imposition of any Lien upon the Business or any of the Assets; (d)
assuming consummation of the Predicate Transaction, give to others any right of
termination, cancellation, acceleration or modification in or with respect to
any agreement or instrument to which Seller, Manager or Stockholder is a party
or otherwise subject, or by which Seller, Manager, Stockholder, the Business or
the Assets may be bound or subject; or (e) breach any fiduciary duty owed by
Seller, Manager or Stockholder to any person or entity.



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