SEC Filings

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

         2.5 CONSENTS AND APPROVALS. The execution and delivery by Seller,
Manager and Stockholder of this Agreement and the documents contemplated hereby
to be executed by Seller, Manager and Stockholder, compliance by Seller, Manager
and Stockholder with the terms hereof and thereof and, assuming consummation of
the Predicate Transaction, consummation by Seller, Manager and Stockholder of
the transactions contemplated hereby and thereby do not require Seller, Manager
or Stockholder to obtain any consent, approval or action of, make any filings
with or give any notice to any corporation, person, firm or other entity, or any
public, governmental or judicial authority.

         2.6 TITLE TO PROPERTIES; CONDITION.

         (a) Upon consummation of the Predicate Transaction, Seller will be
vested with good, valid and marketable title to the Assets, free and clear of
any Liens, other than the Permitted Liens, and upon the sale, assignment,
transfer and conveyance of the Assets to Buyer there will be vested in Buyer,
good, valid and marketable title to the Assets, free and clear of any Liens
other than the Permitted Liens. The Vessel is duly documented in the name of the
Vessel Owning Company with the United States Coast Guard and, at the Closing,
Seller will deliver to Buyer such documentation as may be required by the United
States Coast Guard to enable Buyer to duly document the Vessel in Buyer's name
with the United States Coast Guard and in all existing endorsements and
registries. Upon delivery of a fully executed Protocol of Delivery and
Acceptance by the Buyer and Seller, the Vessel will be afloat and seaworthy and,
except as contemplated in Section 5.11, will be in Reasonable Operating
Condition (as defined in the Escrow Agreement and its exhibits), taking into
account its age and originally intended use, and will be properly outfitted and
equipped in accordance with the requirements of any contracts with third parties
for the use of the Vessel. Each of Seller and the Vessel Owning Company has at
all times been a citizen of the United States within the meaning of Section 2 of
the Shipping Act of 1916, as amended, and the Vessel is and, upon consummation
of the Predicate Transaction, will be under United States flag and qualified to
engage in the coastwise trade. At no time during the period that the Vessel has
been owned or operated by Seller, Manager, any other affiliate of Seller or the
Vessel Owning Company has the Vessel been sold, chartered or otherwise
transferred to any person in violation of any applicable laws, rules or
regulations. The Vessel will at a minimum, at the Closing Time, have current
Certificates (as defined in the Escrow Agreement and its exhibits), free of
reported or reportable exceptions or notations for record. Schedule 2.6 includes
a list of all charters, operating agreements, maintenance agreements, management
agreements, mortgages and other documents or agreements applicable to the
Vessel, and copies of each such document has been provided to Buyer. There are
no agreements between the Vessel Owning Company and the Manager, Stockholder,
Seller or any of their affiliates with respect to the Business or Assets other
than a management agreement entered into between Manager and the Vessel Owning
Company (the "Management Agreement"), which is listed in Schedule 2.6 and will
be terminated as of the Closing Time. The other tangible non-Vessel Assets have,
as applicable, been installed, operated and maintained in accordance with
accepted industry practice, are free from known defects of workmanship or
materials, are suitable for the purposes for which they have been and are being
employed in the Business, and are in good operating condition and repair,
ordinary wear and tear excepted, taking into account their age and originally
intended use. There has been no change in the physical condition of the Assets
since December 31, 2002 that would have any effect on the value of the Assets or
the suitability of the Assets for the purposes for which they have been and are
being 



                                       9