SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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         multiplying the liability for the entire such year or period by a
         fraction, the numerator of which is the number of days preceding the
         Closing Date in such year or period, and the denominator of which is
         the number of days in such year or period, as the case may be.

                  (xii) Change of Control Payments and Compensation Reduction
         Limitations. The execution of this Agreement and the consummation of
         the transactions contemplated hereby will not result in any payment
         (whether of separation pay or otherwise) becoming due from Seller,
         Manager, Stockholder or any ERISA Affiliate to any current or former
         employee, director or consultant, or result in the vesting,
         acceleration of payment or increase in the amount of any benefit
         payable to or in respect of any such current or former employee,
         director or consultant of Seller, Manager, Stockholder or any ERISA
         Affiliate. There is no contract, agreement, plan or arrangement
         covering any current or former employee, director, or consultant of
         Seller, Manager, Stockholder or any ERISA Affiliate that, individually
         or collectively, could give rise to the payment of any amount that
         would not be deductible pursuant to the terms of Sections 162(a)(1),
         162(m), and/or 280G of the Code or would require the payment of an
         excise tax imposed by Section 4999 of the Code or of any gross up of
         any such excise tax.

                  (xiii) Copies of Documentation. Seller, Manager and
         Stockholder have delivered to Buyer pursuant to this Agreement a true
         and complete set of copies of (1) all Employee Plans and related trust
         agreements, annuity contracts or other funding instruments as in effect
         immediately before the Closing Date, together with all amendments
         thereto that shall become effective at a later date; (2) the latest
         Internal Revenue Service determination letter obtained with respect to
         any such Employee Plan qualified or exempt under Section 401 or 501 of
         the Code; (3) annual reports (Form 5500 series or the alternative
         filing, if applicable, under ERISA Regulation Section 2520.104-23) and
         certified financial statements for the most recently completed three
         fiscal years for each Employee Plan required to file such form,
         together with the most recent actuarial report, if any, prepared by the
         Employee Plan's enrolled actuary; (4) all summary plan descriptions for
         each Employee Plan required to prepare, file and distribute summary
         plan descriptions; (5) copies of all documentation relating to the
         correction of Pension Plan defects under IRS Employee Plans Compliance
         Resolution System or any predecessor or similar IRS program; (6) all
         summaries furnished or made available to employees, officers and
         directors of Seller, Manager, Stockholder or any ERISA Affiliate, as
         applicable, of all incentive compensation, other plans and fringe
         benefits for which a summary plan description is not required; (7)
         current registration statements on Form S-8 and amendments thereto with
         respect to any Employee Plan; and (8) the notifications to employees of
         their rights under COBRA and (9) copies of all employee leasing
         agreements, in any form, regarding the vessel-based employees described
         in Section 5.9 of this Agreement that are employed in the Business
         entered into by Manager, the Seller or the Vessel Owning Company. A
         list of all Employee Plans is attached as Schedule 2.16 to this
         Agreement.

                  (xiv) Sarbanes-Oxley Act Compliance. Seller, Manager,
         Stockholder and each ERISA Affiliate have complied in all material
         respects with all aspects and requirements of the Sarbanes-Oxley Act of
         2002 and the Regulations promulgated pursuant thereto 



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