SEC Filings

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

employed in the operation of the Business, ordinary wear and tear excepted, and
Seller is not aware and has not been advised by any party (including any
customers) of any performance or other defects with respect to the Assets.
Schedule 2.6 lists all material leases, operating agreements, maintenance
agreements, management agreements, mortgages and other documents or agreements
applicable to the Assets. The Vessel is not and, upon consummation of the
Predicate Transaction, the Vessel will not be under arrest and/or under
detention pursuant to the order of a competent court or authority and there are
and, upon consummation of the Predicate Transaction, there will be no actual,
pending or threatened claims against the Assets that could give rise to a Lien
(other than Liens that would be covered by valid and collectible insurance,
including applicable deductibles), or acts or incidents which could give rise to
any such claims, relating to or arising out of the Assets or the operation of
the Business. The Assets constitute all assets, properties and rights necessary,
used or useful in or to the Business as presently operated by Seller and as
previously operated by the Vessel Owning Company, and are owned of record and
beneficially by the Vessel Owning Company and, upon consummation of the
Predicate Transaction, the Assets will be owned of record and beneficially by
Seller and not by any affiliate of Seller or any other party. As to each
contract that constitutes part of the Assets, such contract is in full force and
effect, no notice of cancellation or termination or default has been received by
the Vessel Owning Company, Manager, Stockholder or Seller and no event or
condition has occurred or exists which, with notice or lapse of time or both,
would constitute a default thereunder.

         (b) Upon consummation of the Predicate Transaction, Candy Cruiser will
be vested with good, valid and marketable title to all of the Optioned-Vessel
Assets (as defined in Schedule 5.13), free and clear of any Liens, and upon the
sale, assignment, transfer and conveyance of any Optioned-Vessel Assets, at the
closing of the purchase of an Optioned-Vessel pursuant to the exercise of an
option under Section 5.13, to Buyer there will be vested in Buyer, good, valid
and marketable title to such Optioned-Vessel Assets, free and clear of any
Liens. The Optioned-Vessels are duly documented in the name of the
Optioned-Vessel Owning Companies, as the case may be, with the United States
Coast Guard and at the closing of the purchase of an Optioned-Vessel pursuant to
the exercise of an option under Section 5.13, the Candy Cruiser will deliver to
Buyer such documentation as may be required by the United States Coast Guard to
enable Buyer to duly document such Optioned-Vessel in Buyer's name with the
United States Coast Guard and in all existing endorsements and registries. Each
of the Optioned-Vessel Owning Companies 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 each of the Optioned-Vessels 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 Optioned-Vessels
have been owned or operated by Seller, Manager, any of the Optioned-Vessel
Owning Companies or any other affiliate of Seller or the Optioned-Vessel Owning
Companies, as the case may be, have the Optioned-Vessels been sold, chartered or
otherwise transferred to any person in violation of any applicable laws, rules
or regulations. Each Optioned-Vessel will at a minimum, at the Closing Time and
at the closing of the purchase of an Optioned-Vessel pursuant to the exercise of
an option under Section 5.13, have current Certificates (as defined in the
Escrow Agreement and its exhibits), free of reported or reportable exceptions or
notations for record. There are no agreements between the Optioned-Vessel Owning
Companies and the Manager, Stockholder, Seller or any of their affiliates with
respect to the Optioned-Vessel Businesses or any of the Optioned-Vessel Assets
other than management agreements entered into between Manager and 



                                       10