EXHIBIT 10.13
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OPTION AGREEMENT
BETWEEN
HORIZON OFFSHORE, INC.
and
DSND OCEANTECH, LTD.
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OPTION AGREEMENT
THIS OPTION AGREEMENT (this "Agreement"), dated as of December 4, 1997, is
by and between Horizon Offshore, Inc., a Delaware corporation ("Horizon"), and
DSND Oceantech, Ltd., an English corporation ("DSND").
W I T N E S S E T H:
WHEREAS, DSND is the owner of a deck-mounted 12-man, 1,000 foot saturation
diving system described more fully in Exhibit "A" attached hereto (the "Sat
System"); and
WHEREAS, upon the terms and subject to the conditions of this Agreement,
DSND desires to grant an option to, and Horizon desires to receive an option to
purchase, the Sat System.
NOW, THEREFORE, in consideration of the representations, warranties and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Grant. DSND hereby grants to Horizon an irrevocable option
(the "Option") to purchase the Sat System for US $4,000,000. The Option may be
exercised at any time beginning on the date that Horizon's common stock
commences trading on the Nasdaq National Market or another securities exchange
in the United States at any time during 1998 following a firm commitment
underwritten offering of common stock of Horizon and expiring 90 days thereafter
(the "Option Period").
Section 2. Exercise of Option. Horizon may exercise all or any part of
the Option at any time during the Option Period by providing DSND not less than
ten days notice of the date that the Closing (as hereinafter defined) shall
occur.
Section 3. Closing; Payment.
(a) The closing (the "Closing") of the purchase of the Sat System
shall take place at the offices of Horizon at 0000 Xxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000 at such date as Horizon may specify pursuant to Section 2.
(b) Payment. At the Closing, Horizon shall pay to or for the account
of DSND by wire transfer US $4,000,000.
(c) Closing Deliveries. At the Closing, DSND shall deliver to
Horizon, or to such wholly-owned subsidiary of Horizon as Horizon may request,
the following:
(a) A xxxx of sale in the form attached hereto as Exhibits "B"
transferring legal title to the Sat System with warranties free from all
mortgages, security interest, duties, claims, liens, libels and similar
encumbrances of any kind (collectively, "Encumbrances") dated and effective as
of the Closing;
(b) Releases of any recorded Encumbrances on the Sat System; and
(c) To the extent not previously delivered to Horizon, copies of
all certificates of regulatory bodies, plans, drawings and other technical
documents, logs and instructional manuals for the Sat System.
Section 4. Conditions. Notwithstanding anything to the contrary
herein, DSND agrees that the Sat System shall, at the Closing, be in
substantially the same condition as on the date hereof, ordinary wear and tear
excepted. If the Sat System shall suffer any damage (other than an actual or
constructive total loss) and such damage or loss is not repaired prior to the
Closing, then DSND agrees to be responsible following the Closing (it being the
intent of Horizon and DSND that the Closing not be delayed as a result of the
need to make any such repairs) for such repairs to the Sat System.
Section 5. Miscellaneous.
(a) Further Assurances After the Closing, DSND will execute and
deliver to Horizon such additional instruments of conveyance, and DSND shall
take such other and further actions as Horizon may reasonably request to more
completely sell, transfer, and assign to Horizon and vest in Horizon such title
to the Sat System as provided for in this Agreement.
(b) Expenses. Horizon and DSND shall each pay their own out-of-pocket
fees and expenses arising in connection with any transactions contemplated by
this Agreement.
(c) Notices. All notices and other communications hereunder must be
in writing and shall be deemed to have given upon receipt of delivery by: (i)
personal delivery to the designated person, (ii) certified or registered mail,
postage prepaid, return receipt requested, (iii) a nationally recognized
overnight courier service (against a receipt therefor) or (iv) facsimile
transmission with confirmation of receipt. All such notices must be addressed
as follows or such other address as to which any party hereto may have notified
the other in writing:
If to Horizon, to:
Horizon Offshore, Inc.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxx
Facsimile transmission No.: 000-000-0000
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if to DSND, to:
DSND Oceantech, Ltd.
Radhusgt 23
P. O. Xxx 000 Xxxxxxx
0000 Xxxx, Xxxxxx
Attention:
Facsimile transmission No.: 47 22 41 86 50
(d) Entire Agreement. This Agreement (including exhibits) constitutes
the entire agreement and supersedes all prior agreements, and understandings and
communications, both written and oral, among the parties with respect to the
subject matter hereof. The Exhibits to this Agreement are a part of this
Agreement as if fully set forth herein.
Section (e) Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO
ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective duly authorized officers as of the date first written
above.
HORIZON OFFSHORE, INC.
By: /s/ Xxxx Xxx
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Xxxx Xxx
President
DSND OCEANTECH, LTD.
By:/s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Chief Financial Officer
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The exhibit to the Option Agreement has
been omitted and will be furnished
to the Commission's staff upon request
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