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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Hornbeck Offshore Service Inc.

Date:

2007

Size:

127KB total

Price:

$44

ID:

#2963254

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Transportation ► Water Transportation

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ASSET PURCHASE AGREEMENT

Among

NABORS US FINANCE LLC

NABORS WELL SERVICES CO. (INCLUSIVE OF ITS SEA MAR DIVISION)

SEA MAR MANAGEMENT LLC

And

HORNBECK OFFSHORE SERVICES, INC.

Dated as of July 20, 2007

TABLE OF CONTENTS


		Page
ARTICLE I	DEFINITIONS	2
1.1	Definitions	2

ARTICLE II	PURCHASE AND SALE OF TRANSFERRED ASSETS	2
2.1	Purchase and Sale of Transferred Assets	2
2.2	Excluded Assets	3
2.3	Assumption of Liabilities	3
2.4	Payment of Base Purchase Price and Additional Purchase Price	4
2.5	Allocation of Purchase Price; Adjustments to Purchase Price	4
2.6	Transfer Taxes and Fees	5
2.7	Ad Valorem Taxes	5

ARTICLE III	CLOSING ARRANGEMENTS	5
3.1	Closing; Closing Date	5
3.2	Assignment of Time Charters	5
3.3	Assignment of Management Contract	6
3.4	Assignment of Cape Coral Construction Contract	7
3.5	Ship Management Agreement	8

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF SELLER	8
4.1	Due Organization and Authority	9
4.2	Authorization; No Contravention	9
4.3	Governmental Authorization; Third Party Consents	9
4.4	Compliance with Laws, Etc	9
4.5	Binding Effect	9
4.6	No Default or Breach	10
4.7	Vessels	10
4.8	Class and International Load Line Certificate	10
4.9	Citizenship	11
4.10	Litigation	11
4.11	Environmental Matters	11
4.12	Brokers	12
4.13	Disclosures	12

ARTICLE V	REPRESENTATIONS AND WARRANTIES OF SEA MAR DIVISION CHARTERER	12
5.1	Due Organization and Authority	12
5.2	Authorization; No Contravention	12
5.3	Governmental Authorization; Third Party Consents	13
5.4	Compliance with Laws, Etc	13
5.5	Binding Effect	13


5.6	No Default or Breach	13
5.7	Time Charters	13
5.8	Litigation	14
5.9	Environmental Matters	14
5.10	Brokers	14
5.11	Disclosures	14

ARTICLE VI	REPRESENTATIONS AND WARRANTIES OF BAREBOAT CHARTERER	14
6.1	Due Organization and Authority	15
6.2	Authorization; No Contravention	15
6.3	Governmental Authorization; Third Party Consents	15
6.4	Compliance with Laws, Etc	15
6.5	Binding Effect	16
6.6	No Default or Breach	16
6.7	Management Contract	16
6.8	Litigation	16
6.9	Environmental Matters	16
6.10	Brokers	17
6.11	Citizenship	17
6.12	Disclosures	17

ARTICLE VII	REPRESENTATIONS AND WARRANTIES AS TO PURCHASER	17
7.1	Due Organization and Authority	17
7.2	Authorization; No Contravention	17
7.3	Governmental Authorization; Third Party Consents	18
7.4	Compliance with Laws, Etc	18
7.5	Binding Effect	18
7.6	No Default or Breach	18
7.7	Litigation	18
7.8	Section 2 Citizen	18
7.9	Funds	18
7.10	Brokers	19

ARTICLE VIII	AFFIRMATIVE COVENANTS	19
8.1	Conduct of Business of Seller, Sea Mar Division Charterer and Bareboat Charterer prior to Closing	19
8.2	Access and Information	20
8.3	Commercially Reasonable Efforts	20
8.4	Confidentiality; Public Announcements	21
8.5	Notification of Certain Matters by Seller	21


8.6	Expenses	22
8.7	Notification of Certain Matters by Purchaser	22
8.8	No Solicitation	22
8.9	Employees	22
8.10	Permitted Liens	23
8.11	Confidentiality Agreements	23

ARTICLE IX	CONDITIONS TO THE OBLIGATIONS OF PURCHASER TO CLOSE	23
9.1	Representation and Warranties	23
9.2	Compliance with this Agreement	23
9.3	Authorization, Execution and Delivery of Documents	24
9.4	Consents and Approvals	25
9.5	No Material Judgment or Order	25
9.6	Title, Delivery and Documentation of Vessel	25

ARTICLE X	CONDITIONS TO THE OBLIGATION OF SELLER, SEA MAR DIVISION CHARTERER AND BAREBOAT CHARTERER TO CLOSE	25
10.1	Payment of Purchase Price	25
10.2	Representation and Warranties	26
10.3	Compliance with this Agreement	26
10.4	Authorization, Execution and Delivery of Documents	26
10.5	Consents and Approvals	26
10.6	No Material Judgment or Order	26

ARTICLE XI	TERMINATION	27
11.1	Termination of Agreement	27
11.2	Survival	27

ARTICLE XII	MISCELLANEOUS	28
12.1	Survival	28
12.2	Interpretation	28
12.3	Notices	28
12.4	Successors and Assigns; Third Party Beneficiaries	29
12.5	Amendment and Waiver	29
12.6	Counterparts	30
12.7	Headings	30
12.8	Governing Law; Consent to Jurisdiction	30
12.9	Severability	31

iii


12.10	Rules of Construction	31
12.11	Entire Agreement	31
12.12	Further Assurances	31
12.13	Disclosure	31
12.14	Cooperation	31
12.15	Limitation of Damages	32
12.16	Risk of Loss	32


ANNEXES
I		Defined Terms
II		Allocation of Purchase Price

EXHIBITS
Exhibit A		Assignment and Assumption of Cape Coral Construction Contract
Exhibit B		Assignment and Assumption of Charters
Exhibit C		Assignment and Assumption of Management Contract
Exhibit D		Ship Management Agreement


SCHEDULES
Schedule 4.3		Governmental Authorization; Third Party Consents
Schedule 4.4		Compliance with Laws
Schedule 4.7		Vessels
Schedule 4.8(a)		Class Vessels
Schedule 4.8(b)		Load Line Vessels
Schedule 4.10		Litigation
Schedule 4.11		Environmental Matters
Schedule 5.3		Governmental Authorization; Third Party Consents
Schedule 5.4		Compliance with Laws
Schedule 5.7		Time Charters
Schedule 5.8		Litigation
Schedule 5.9		Environmental Matters
Schedule 6.3		Governmental Authorization; Third Party Consents
Schedule 6.4		Compliance with Laws
Schedule 6.8		Litigation
Schedule 5.9		Environmental Matters
Schedule 6.9		Environmental Matters

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT, dated as of July 20, 2007 (this ?Agreement?), is entered into by and among NABORS US FINANCE LLC, a limited liability company organized and existing under the laws of Delaware (?Seller?), NABORS WELL SERVICES CO. (inclusive of its Sea Mar Division), a corporation organized and existing under the laws of Delaware (?Sea Mar Division Charterer?), SEA MAR MANAGEMENT LLC, a limited liability company organized and existing under the laws of Delaware (?Bareboat Charterer?), and HORNBECK OFFSHORE SERVICES, INC., a corporation organized and existing under the laws of Delaware (?Purchaser?).

WHEREAS, Seller is the record owner of each of the Vessels (as defined herein) and such Vessels are subject to a bareboat charter dated June 7, 2002 (the ?Bareboat Charter?) between Seller, as owner, and Bareboat Charterer;

WHEREAS, Bareboat Charterer has entered into a time charter of the Vessels to Sea Mar Division Charterer and Sea Mar Division Charterer, in turn, enters into Time Charters with customers involved in offshore exploration (collectively, ?Customers?) pursuant to which Sea Mar Division Charterer charters the Vessels and vessels it manages to the Customers;

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