SEC Filings

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

the Optioned-Vessel Owning Companies (the "OV Management Agreements"), which are
listed in Schedule 2.6 and will be terminated as of the closing of the purchase
of an Optioned-Vessel pursuant to the exercise of an option under Section 5.13.
The Optioned-Vessels are not and, upon consummation of the Predicate
Transaction, the Optioned-Vessels 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 any of the Optioned-Vessel 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 any of
the Optioned-Vessel Assets or the operation of the Optioned-Vessel Businesses.
The Optioned-Vessel Assets constitute all assets, properties and rights
necessary, used or useful in or to the Optioned-Vessel Businesses as presently
operated by the Optioned-Vessel Owning Companies, as the case may be, and are
owned of record and beneficially by the Optioned-Vessel Owning Companies and,
upon consummation of the Predicate Transaction, all of the Optioned-Vessel
Assets will be owned of record and beneficially by Candy Cruiser and not by any
affiliate of Seller or any other party and is operated by Candy Cruiser.

         (c) Except as expressly set forth in Section 2.6(a) and as contemplated
in the Escrow Agreement and its exhibits with respect to the Assets, Buyer
acknowledges that Seller and Manager make no other warranties of any kind
whatsoever concerning the physical condition of the Assets or any warranties
concerning the physical condition of the Optioned-Vessel Assets. Thus, in so far
as the physical condition of the Assets and any of the Optioned-Vessel Assets
are concerned, the sale of the Assets and any of the Optioned-Vessel Assets will
be made, except as expressly set forth in this Section 2.6 and except for any
provisions for repairs or replacements contemplated under this Agreement and in
the Escrow Agreement and its exhibits with respect to the Assets, "as-is, where
is," without warranties, express or implied, as to the design, condition,
merchantability or fitness for a particular purpose, including warranties
against redhibitory defects under Louisiana law. For the avoidance of all doubt,
the parties hereto acknowledge and agree that the immediately preceding sentence
shall not render any of the express representations and warranties set forth in
this Agreement void, nor shall it in any way limit the ability of the parties
hereto to adjust the Purchase Price for any reason expressly contemplated in
this Agreement, the right of the parties hereto relating to the repair or
replacement of any Assets as expressly contemplated in this Agreement and in the
Escrow Agreement and its exhibits, nor the right of any party hereto to seek and
benefit from any right of indemnification to which it may be entitled under this
Agreement.

         2.7 FINANCIAL STATEMENTS. Attached hereto as Appendix A are true and
complete copies of the (i) unaudited balance sheets of the Vessel Owning Company
as of December 31, 2001 and December 31, 2002, (ii) the unaudited statements of
income of the Vessel Owning Company for the years ended December 31, 2001 and
2002, including the notes relating thereto, (iii) copies of the unaudited
interim balance sheets of the Vessel Owning Company as of March 31, 2003 and
(iv) the unaudited interim statements of income of the Vessel Owning Company for
the period from January 1, 2003 through March 31, 2003 (collectively the
"Financial Statements"). The Financial Statements and all detailed schedules
provided with respect thereto, including without limitation schedules with
respect to accounts payable, accounts receivable, accrued liabilities,
inventory, fixed assets, prepaid expenses and other assets and liabilities, are
true and correct in all respects and, taken as a whole, fairly present, in
accordance with generally 



                                       11