EXHIBIT 10.2
REIMBURSEMENT AND INDEMNITY AGREEMENT
This REIMBURSEMENT AND INDEMNITY AGREEMENT, dated and effective as of June
10, 1997 (the "Agreement"), is by and between Horizon Offshore, Inc., a Delaware
corporation ("Horizon"), and Xxxxxxx Associates, L.P., a Delaware limited
partnership ("Xxxxxxx").
WITNESSETH:
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WHEREAS, Xxxxxxx has caused to be issued that certain Letter of Credit (the
"Letter of Credit") required under the terms of the Settlement Agreement dated
as of the date hereof (the "Settlement Agreement") relating to the "ODS Mariner"
by and among HLS Offshore, L.L.C., Mannai Marine Company Limited and RANA
S.r.l.;
WHEREAS, Xxxxxxx has also provided the Guarantee (the "Guarantee") called
for by the Settlement Agreement; and
WHEREAS, Horizon has agreed to reimburse and indemnify Xxxxxxx for amounts
paid by it in respect of the Letter of Credit and Guarantee in accordance with
the terms whereof.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Reimbursement and Indemnity Obligation.
(a) Horizon hereby irrevocably and unconditionally agrees to reimburse,
indemnify and hold Xxxxxxx harmless against the amounts required to be paid by
Xxxxxxx in respect of the Letter of Credit and Guarantee.
(b) Horizon hereby acknowledges and agrees that its obligation to
reimburse, indemnify and hold harmless Xxxxxxx shall be absolute and
unconditional irrespective of any act or omission on the part of Xxxxxxx or any
circumstance which might otherwise constitute a defense available to, or a
discharge of, his obligations hereunder. Horizon agrees that upon demand for
any payment from Xxxxxxx that he will tender to Xxxxxxx the amount due by it in
accordance with paragraph (a) above as and when requested by Xxxxxxx.
(c) If Horizon shall fail to make any payment required by this Agreement to
Xxxxxxx, Horizon and Xxxxxxx agree that, at Xxxxxxx'x election, any such amount
shall be deemed to be advanced to Horizon without any further action on
Horizon's part pursuant to those certain Convertible Subordinated Notes (in such
amounts as Xxxxxxx may specify to Horizon) made by Horizon and payable to
affiliates of Xxxxxxx.
(d) If Horizon shall fail to make any payment required by this Agreement to
Xxxxxxx and
Xxxxxxx shall not make the election specified in paragraph (c), then in addition
to any other rights that Xxxxxxx may have under applicable law or by agreement,
Xxxxxxx shall be entitled to set-off against and deduct from all amounts that
may be due and payable by Xxxxxxx to Horizon under any other agreement, the
amount of any payment that is due from Horizon pursuant to this Agreement which
is not paid upon demand plus interest thereon at ten percent (10%) per annum.
2. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas without the application of any conflicts of law
provisions.
(b) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(c) This Agreement embodies the entire Agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This
Agreement supersedes all prior agreements and understandings (whether written or
oral) between the parties with respect to such subject matter.
(d) This Agreement may be amended or modified only by written agreement of
the parties hereto.
(e) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any person other than
the parties hereto and their respective successors and assigns, any rights,
remedies, obligations or liabilities under, or by reason of, this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.
XXXXXXX ASSOCIATES, L.P. HORIZON OFFSHORE, INC.
By: Xxxxxxx Associates, Inc., By: /s/ H.D. Xxxx, III
as General Partner ----------------------------
H. D. Xxxx, III, President
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx, Vice President
