SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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documents and other written information do not omit any material facts
necessary, in light of the circumstances under which such information was
furnished, to make the statements set forth therein not misleading. Except as
expressly set forth in this Agreement and the schedules or in the certificates
or other documents delivered pursuant hereto, there are no other facts which
will or may reasonably be expected to have any materially adverse effect on the
value of the Business or the Assets.

         2.26 TRANSACTIONS WITH AFFILIATES. There are no contracts or
arrangements (formal or informal, written or oral) related directly or
indirectly to the Business or the Assets between Seller and any other persons
controlling, under common control with or controlled by Seller, Manager or
Stockholder which will not be terminated effective at the Closing Time, provided
that the termination of any such contracts or arrangements shall not have an
adverse effect on the Business or the Assets or on the ability of Buyer to
operate the Business or Assets after the Closing.

         2.27 CONSOLIDATED GROUP. The Seller is not and has not since its
incorporation been treated as a member of a consolidated group for purposes of
the preparation of financial statements or of tax returns including the Seller.

         2.28 NO MARAD FINANCINGS OR GUARANTEES. The United States Maritime
Administration ("MARAD") has not financed or guaranteed any obligation of
Seller, Manager, Stockholder, the Vessel Owning Company or any of their
respective affiliates with respect to the Vessel.

         2.29 ACTIONS BY VESSEL OWNING COMPANY AND OPTIONED-VESSEL OWNING
COMPANIES. The representations or warranties set forth above in Sections 2.4,
2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 2.15, 2.16, 2.21, 2.22,
2.23, 2.25 or 2.26, irrespective of whether same is made by Manager, Stockholder
and/or Seller, would not be in breach if such representations or warranties were
made by the Vessel Owning Company. The representations or warranties set forth
above in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6(b), 2.7, 2.8, 2.9, 2.10, 2.11,
2.12, 2.13, 2.14, 2.15, 2.16, 2.19, 2.20, 2.21, 2.22, 2.23 (except that no
representations and warranties with respect to asbestos shall be made), 2.24,
2.25, 2.26, 2.27, 2.28 and 2.9, irrespective of whether same is made by Manager,
Stockholder and/or Seller, would not be in breach if such representations or
warranties were made by any of the Optioned-Vessel Owning Companies; provided,
however, that all references to "Assets," "Business," "Vessel" and "Vessel
Owning Company" contained in the representations and warranties referenced
above, shall be deemed for purposes hereof to be references to "Optioned-Vessel
Assets," "Optioned-Vessel Business," "Optioned-Vessel" and "Optioned-Vessel
Owning Company," as the context requires, and, where appropriate, references to
"Seller" shall be deemed for purposes hereof to be references to the
"Optioned-Vessel Owing Companies."

         2.30 MARITAL PROPERTY AGREEMENT. The Marital Property Agreement
attached hereto as Schedule 2.30 was prepared, duly executed and recorded in the
Parish of St. Mary, State of Louisiana by Stockholder and Stockholder's spouse,
Janet Rebecca Smith, in compliance with all applicable laws in the State of
Louisiana, and was freely entered into by Stockholder and Stockholder's spouse,
and neither of such parties were under duress at the time of the execution and
recordation of said Marital Property Agreement. The Marital Property Agreement
is in legal 



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