Looking for an agreement? Search from over 1 million agreements now.

Vessel Purchase Agreement

This is an actual contract by Hercules Offshore,.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Energy
Governing Law: Louisiana, View Louisiana State Laws
Effective Date: May 19, 2005
Search This Document
Exhibit 10.13


VESSEL PURCHASE AGREEMENT


between

SUPERIOR ENERGY SERVICES, L.L.C.

and


HERCULES OFFSHORE LLC

Dated as of May 19, 2005


VESSEL PURCHASE AGREEMENT


This VESSEL PURCHASE AGREEMENT (this " Agreement" ), dated as of May 19, 2005, is by and between Superior Energy Services, L.L.C., a Louisiana limited liability company (" Superior" ), and Hercules Offshore LLC, a Delaware limited liability company (" Hercules" ).


W I T N E S S E T H:

WHEREAS, Superior is the owner of the liftboats listed on Schedule A, including all of their machinery, cranes, equipment, furnishings and on-board consumables (each a " Vessel" and, collectively, the " Vessels" );


WHEREAS, Superior desires to sell the Vessels to Hercules upon the terms and conditions set forth herein; and

WHEREAS, Hercules desires to acquire the Vessels upon such terms and conditions.


NOW, THEREFORE, in consideration of the mutual representations, warranties, promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hercules and Superior hereto represent and agree as follows:


ARTICLE 1

SALE AND PURCHASE OF THE VESSELS


1.1 Sale of the Vessels . On the Closing Date (as defined below), Superior hereby agrees to sell to Hercules, and Hercules hereby agrees to purchase from Superior, the Vessels, upon the terms and subject to the conditions set forth in this Agreement. Except for the Vessels and as specifically provided for in this Agreement, Hercules shall acquire no other assets or property, including any goodwill, intangibles or contractual rights, of Superior. In addition, Hercules shall acquire no distribution systems, customers, operating rights or production techniques of Superior pursuant to this Agreement.

1.2 Purchase Price . The purchase price of the Vessel shall be $20 million (the " Purchase Price" ), of which $19.5 million (the " Closing Payment" ) shall be payable in accordance with Section 2.1 below and of which $0.5 million (the " Holdback Amount" ), subject to reduction as set forth in this Section 1.2, shall be payable on or before the 100 th day after the Closing Date (the " Holdback Payment Date" ); provided, however, that the Holdback Amount shall be reduced to the extent (and only to the extent) that the costs reasonably incurred by Hercules on or prior to the 90 th day after the Closing Date for the minimum repairs required for any Vessel listed on Schedule 1.2 to meet United States Coast Guard requirements for the issuance of a Certificate of Inspection with respect to such Vessel exceed the budgeted amount set forth across from the name of each such Vessel on Schedule 1.2. If the cost of any repairs described above exceed the budgeted amount listed on Schedule 1.2 with respect to any such Vessel, at least five days prior to the Holdback Payment Date, Hercules shall provide Superior with a notice setting forth the amount by which Hercules proposes to reduce the Holdback Amount and copies of all invoices or other supporting documentation describing the repairs performed on each such Vessel and the costs and expenses associated therewith.


1.3 " As is, Where is" Sale . THE VESSELS ARE BEING SOLD ON AN " AS IS, WHERE IS" BASIS AND HERCULES SHALL ACCEPT DELIVERY OF THE VESSELS FROM SUPERIOR IN SUCH CONDITION. EXCEPT AS SET FORTH IN SECTION 3.4, NO REPRESENTATIONS OR


2

WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE WITH RESPECT TO THE MAINTENANCE, REPAIR, CONDITION, DESIGN, OPERATION, SEAWORTHINESS, VALUE, MARKETABILITY, MERCHANTABILITY, USEFULNESS OR SUITABILITY FOR ANY PURPOSE OF ANY OF THE VESSELS, INCLUDING WITHOUT LIMITATION (A) ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESSED WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE, AND (C) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF OR RELATED TO ANY DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE VESSELS. SUPERIOR DOES NOT WARRANT THAT THE VESSELS ARE FREE FROM REDHIBITORY OR OTHER LATENT DEFECTS OR VICES. HERCULES HEREBY (I) EXPRESSLY WAIVES ALL RIGHTS IN REDHIBITION AND FOR REDUCTION OF THE PURCHASE PRICE PURSUANT TO LOUISIANA CIVIL CODE ARTICLES 2520 ET SEQ. AND THE WARRANTY IMPOSED BY LOUISIANA CIVIL CODE ARTICLE 2476 AND (II) RELEASES SUPERIOR FROM ANY LIABILITY FOR REDHIBITORY OR OTHER LATENT DEFECTS OR VICES UNDER LOUISIANA CIVIL CODE ARTICLES 2520 THROUGH 2548.

1.4 Closing . The consummation of the sale and purchase of the Vessels (the " Closing" ) shall take place in accordance with the terms of this Agreement on a business day to be mutually agreed upon by Hercules and Superior (the " Closing Date" ) on or before May 31, 2005 (or such later date as the parties may mutually agree in writing). The Closing shall be effective for all purposes as of 12:01 a.m. on the Closing Date (the " Effective Time" ). On the Closing Date, Hercules shall deliver the Closing Payment to Superior, Superior shall cause the Vessels to be delivered to Hercules free and clear of all Encumbrances (as defined below) and Hercules and Superior each shall provide the other documents, certificates and instruments required to be delivered pursuant to Article 2. Each of the parties agree that time is of the essence and that it will use its best efforts to satisfy the conditions to Closing set forth in Article 2 that are within its control and that are capable of being satisfied prior to the Closing Date not later than the second business day in advance of the date the parties establish as the Closing Date. Upon completion of the Closing, title, ownership and possession of the Vessels shall pass to Hercules and Hercules shall take possession of the Vessels wherever they are located at the Effective Time.

1.5 Total or Constructive Total Loss of Vessel . If any Vessel shall suffer an actual or constructive total loss prior to the Closing, including, without limitation, by governmental or private seizure or arrest, forced sale or other involuntary transfer, then the Purchase Price shall be reduced by the amount set forth on Schedule A across from the name of such Vessel suffering such loss.


1.6 Other Loss or Damage of Vessel . If between the date of this Agreement and the Effective Time any of the Vessels shall suffer any damage (other than an actual or constructive total loss) to its hull or material equipment or machinery, then no adjustment shall be made to the Purchase Price and Superior shall be responsible for repairing any such damage at Superior' s sole cost and expense, and Hercules shall make such Vessel available to Superior after the Closing for the purpose of allowing Superior to perform such repairs; provided, however, that Superior shall not be obligated to repair any such damage if the cost of such repair is not reasonably expected to exceed $25,000. Superior shall use commercially reasonable efforts to complete any such repairs in as short a time as possible.

1.7 Allocation of Purchase Price . Schedule A attached hereto sets forth the allocation established by Superior and Hercules of the Purchase Price among the Vessels. The allocation set forth on Schedule A will be used by Superior and Hercules as the basis for reporting asset values and other items for purposes of all required tax returns, and Superior and Hercules shall not assert in connection with any audit or other proceeding with respect to taxes, any asset values or other items inconsistent with the allocations set forth in Schedule A.


3

ARTICLE 2

CONDITIONS PRECEDENT


The respective obligations of Superior to sell the Vessel to Hercules and Hercules to pay the Purchase Price for the Vessels are subject to the satisfaction of the following conditions precedent:

2.1 Deliveries by Hercules . At the Closing, Hercules shall deliver to Superior the following:


(a) The Closing Payment by wire transfer of immediately available funds to an account designated by Superior;


(b) A protocol of delivery and acceptance with respect to each of the Vessels in the form attached hereto as Exhibit A (the " Protocols of Delivery and Acceptance" ), duly executed by Hercules;

(c) A certificate executed by the Secretary of Hercules certifying the names, titles and signatures of the officer(s) authorized to execute this Agreement and further certifying that the execution, delivery and performance of this Agreement, the other documents, certificates and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action on the part of Hercules; and


(d) A certificate, executed by an authorized officer of Hercules, certifying that all representations and warranties of Hercules are true and correct in all material respects on and as of the time of the Closing with the same effect as though made on and as of such date.

2.2 Deliveries by Superior . At the Closing, Superior shall deliver to Hercules the following:

(a) Title to the Vessels, free and clear of all Encumbrances; provided however, that in the event any of the Vessels is subject to any Encumbrance, Superior shall deliver any mortgage or other lien release documents necessary to establish that the Vessels are or will be upon the filing of such documents, free and clear of all Encumbrances;


(b) Bills of sale for each Vessel fully executed by Superior in a mutually acceptable form for recording with the U.S. Coast Guard National Vessel Documentation Center (the " Bills of Sale" ), pursuant to which Superior shall transfer to Hercules all right, title and ownership of the Vessels sold, transferred, conveyed, assigned and delivered;


(c) All documentation, certificates and instruments relating to the Vessels as may be in Superior' s possession, including, without limitation, Superior' s technical information, as-built drawings, operations manuals, vessel logs and documentation of repairs and inspections pertaining to the Vessels and which relate primarily to or are necessary for the operation, consistent with Superior' s past practices, of the Vessels;

(d) The Protocols of Delivery and Acceptance, duly executed by Superior;


4

(e) A certificate executed by the Secretary of Superior certifying the names, titles and signatures of the officer(s) authorized to execute this Agreement and further certifying that the execution, delivery and performance of this Agreement, the other documents, certificates and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action on the part of Superior; and

(f) A certificate, executed by an authorized officer of Superior, certifying that all representations and warranties of Superior are true and correct in all material respects on and as of the time of the Closing with the same effect as though made on and as of such date.

2.3 Representations, Warranties and Agreements . All representations and warranties made by Hercules and Superior shall be true and correct in all material respects on and as of the time of the Closing with the same effect as though made on and as of such date, except to the extent waived in its sole discretion by the recipient of the representation and warranty, and Hercules and Superior shall have performed in all material respects all of their respective obligations required to be performed by them under this Agreement at or prior to the Closing Date; provided, however, that a party who is in breach of its representations and warranties in this Agreement or who has failed to perform any of its covenants and agreements under this Agreement may not delay the Closing pursuant to this Section 2.3.


2.4 No Litigation . There shall be no pending or threatened proceedings, nor any action, order decree or judgment against Superior or Hercules that (a) involves a challenge to, or seeks damages or other relief in connection with any of the transactions contemplated by this Agreement or (b) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.


ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER


Superior hereby represents and warrants to Hercules as of the date hereof and as of the Closing Date as follows:


3.1 Organization, Existence and Corporate Power . Superior is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Louisiana and has all requisite limited liability company power and authority to (a) own and operate the Vessels as presently owned and operated and (b) execute, deliver and perform its obligations under this Agreement and the other documents, certificates and instruments contemplated hereby. Superior has not been and is not engaged in the business of selling tangible personal property similar to the Vessels and Superior has not and does not hold itself out to be engaged in such business. There is no pending or, to Superior' s knowledge, threatened action for the dissolution, liquidation or insolvency of Superior.


3.2 Authorization and Execution . The execution, delivery and performance of this Agreement, the other documents, certificates and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action on the part of Superior. This Agreement and, when executed and delivered, each other document, certificate and instrument required to be executed, have been duly executed and delivered by Superior and constitute the legal, valid and binding obligations of Superior enforceable against Superior in accordance with the respective terms hereof and thereof, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights and general principles of equity.


5

3.3 Conflict . Neither the execution, delivery or performance by Superior of this Agreement nor the consummation of the transactions contemplated hereby will violate or contravene Superior' s articles of organization or operating agreement or any judgment, decree, order or award of any court or other governmental agency or any permit, license, law, rule or regulation applicable to Superior or any of its respective properties or assets or conflict with, result in a breach of or constitute a default under, any agreement, instrument or contractual obligation to which Superior is a party or by which it or its properties are bound.


3.4 Title; No Encumbrance; Vessels . Superior has good, valid and marketable title to the Vessels, and on the Closing Date Superior will deliver any necessary mortgage or lien releases such that, upon filing of same, the Vessels shall be free and clear of all mortgages, security interests, debts, claims, liens, libels and encumbrances of any kind whatsoever (" Encumbrances" ). Superior is a " citizen of the United States" as such term is defined in Section 2 of the Shipping Act of 1916, as amended, qualified to engage in the trade in which the Vessels have been employed. Except as set forth on Schedule A, the Vessels are duly documented under the laws and flag of the United States and are qualified to engage in the coastwise trade. The Vessels are duly documented in the name of Superior as owner with the U.S. Coast Guard and, except as indicated on Schedule A, the Vessels have, and as of the Closing Date will have, curr
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  3.90.207.89