EXHIBIT 10.17
FORM OF PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this "Agreement") is by and among
____________________ ("Purchaser"), Highwood Partners, L.P., a Delaware limited
partnership ("Highwood"), and Westgate International, L.P., a Cayman Islands
exempted limited partnership ("Westgate," together with Highwood, the
"Sellers").
WITNESSETH:
WHEREAS, Highwood and Westgate own an aggregate of 43,750 shares of the
common stock, $1.00 par value per share (the "Common Stock"), of Horizon
Offshore, Inc., a Delaware corporation ("Horizon"); and
WHEREAS, the Sellers desire to sell a total of _______ shares of Common
Stock (the "Shares") to the Purchaser with each of the Sellers selling 50% of
the Shares being sold on the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the premises, and the
agreements, covenants, representations and warranties hereinafter set forth, and
other good and valuable consideration, the receipt and adequacy of which are
acknowledged, the parties hereto agree as follows:
ARTICLE 1 - PURCHASE AND SALE
1.1 Purchase. Subject to the terms and conditions hereof, Sellers hereby
sell to Purchaser, and Purchaser hereby purchases from Sellers, the Shares.
1.2 Purchase Price. In consideration of his purchase of the Shares,
Purchaser agrees to pay to each of the Sellers $________ (a total of $______),
which shall be payable to each of the Sellers by the Purchaser by executing and
delivering a promissory note in the form of Exhibit "A" attached hereto (the
"Note") to each of the Sellers.
1.3 Documentation. In connection with the consummation of the
transactions contemplated by this Article 1:
(a) Each of the Sellers shall furnish or cause to be furnished to
Purchaser a certificate representing the Shares sold by such Seller to the
Purchaser registered in the Purchaser's name; and
(b) Purchaser shall execute and deliver and furnish to each of the
Sellers (i) a Note and (ii) a Security Agreement in the form of Exhibit "B"
attached hereto (the "Pledge Agreement").
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ARTICLE 2 - REPRESENTATIONS AND WARRANTIES
2.1 Representations of Seller. Each Seller severally represents and
warrants to Purchaser that (a) the Seller has full legal right, power and
capacity to enter into and perform this Agreement and this Agreement constitutes
a valid and binding obligation of such Seller, enforceable against such Seller
in accordance with its terms, and (b) the Seller has good and marketable title
to the Shares and Purchaser will acquire, own, and will have, good and
marketable title to the Shares subject to the terms of this Agreement, the Note
and the Pledge Agreement.
2.2 Representations of Purchaser. Purchaser represents and warrants to
Seller that Purchaser has full legal right, power and capacity to enter into and
perform his obligations under this Agreement, the Note and the Pledge Agreement.
This Agreement, the Note and the Pledge Agreement constitute valid and binding
obligations of Purchaser, enforceable against Purchaser in accordance with their
respective terms. The execution, delivery and performance of this Agreement,
the Note and the Pledge Agreement by Purchaser do not and shall not violate or
conflict with, or result in a default under, any agreement or commitment to
which Purchaser is a party or is bound.
ARTICLE 3 - MISCELLANEOUS
3.1 Expenses. Except as otherwise expressly provided herein, each of the
parties hereto shall pay all of his or its own expenses relating to the
transactions contemplated by this Agreement, including without limitation the
fees and expenses of its counsel.
3.2 Choice of Law. The validity of this Agreement, the construction of
its terms and the determination of the rights and duties of the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Texas applicable to contracts made and to be performed wholly within such State.
3.3 Notices. Any notice or other communication permitted or required to
be given or made by any party to another must be in writing and may be given by
hand delivery, overnight express mail, telecopy transmission (with written
confirmation of delivery), or certified or registered U.S. mail (with postage
paid and return receipt requested). For purposes of notice, the addresses of the
parties shall, until changed by delivery of a notice hereunder, be as set forth
on the signature page hereof.
3.4 Successors and Assigns; Parties in Interest. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns, except that
neither the rights nor the obligations of any party arising under this Agreement
may be transferred or assigned thereby without the prior written consent of the
other party hereof. Nothing in this Agreement is intended or shall be construed
to confer upon or to give any person other than the parties hereto any rights or
remedies under or by reason of this Agreement, except as expressly provided for
herein.
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3.5 Counterpart Execution. This Agreement may be executed in one or more
counterparts, all of which shall be deemed to be an original.
3.6 Integrated Agreement; Amendments. This Agreement and the Exhibits
hereto constitute the entire understanding and agreement among the parties with
respect to the subject matter hereof, and there are no agreements,
understandings, restrictions, representations or warranties among the parties
other than those set forth herein provided for. This Agreement may be amended
or modified at any time in all respects, but only by an instrument in writing
duly executed by the parties hereto.
3.7 Further Assurances. Each party shall deliver or cause to be delivered
to the other, at such times as shall be reasonably required, such additional
instruments as the other may reasonably request for the purpose of carrying out
this Agreement.
3.8 Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future applicable laws, or
by any court, agency or other governmental authority, such provision shall be
fully severable and this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this Agreement. Furthermore,
in lieu of each such illegal, invalid, or unenforceable provision there shall be
added automatically as part of this Agreement a provision as similar in terms to
such severed provision as may be possible, such that the Agreement, with such
added provision, will be legal, valid, and enforceable under applicable law.
Notwithstanding anything in this Section to the contrary, if it is apparent that
this Agreement would have never been entered into by the parties absent the
illegal, invalid, or unenforceable provision, such provision shall not be
severed and the entire Agreement shall be rendered null and void.
3.9 Waiver. The failure by any party to enforce any of its rights
hereunder shall not be deemed to be a waiver of such rights, unless such waiver
is an express written waiver duly signed by the waiving party. Waiver of any
one breach shall not be deemed to be a waiver of any other breach of the same or
any other provision hereof.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed all as of the day and year first above written.
HIGHWOOD PARTNERS, L.P.
Address: By: Highwood Associates, Inc.
Highwood Associates, Inc. Its General Partner
c/o Horizon Offshore, Inc.
0000 Xxxx Xxxxxxx, Xxxxx 000 By:________________________________
Xxxxxxx, Xxxxx 00000 Xxxxxxxx X. Xxxxxxx
President
Address: WESTGATE INTERNATIONAL, L.P.
c/o Midland Bank Trust By: Martley International, Inc.
(Cayman) Limited Its Attorney-in-Fact
P. X. Xxx 0000, Xxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxx Xxxxxxx By:________________________________
BWI Xxxxxxxx X. Xxxxxxx
Attorney-in-Fact
Address:
________________________________
Purchaser
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All schedules and exhibits have
been omitted and will be furnished
to the Commission's staff upon request
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