Exhibit 10.6
COMMISSION AGREEMENT
This Commission Agreement (this "Agreement") is entered into as of the 1st day
of April 2000 among Bassoe Offshore (USA), Inc. ("Bassoe"), SEACOR SMIT Inc.
("SEACOR", and together with Bassoe, the "Agents") and Xxxxxx Offshore LLC
("Company").
WHEREAS, Company is negotiating to enter into various transactions for the
construction of a jackup mobile offshore drilling unit (the "Vessel") by Keppel
FELS Limited ("Builder") and one or more options to construct additional jackup
mobile offshore drilling units (the "Option Vessels") at Builder's Singapore
yard or the Brownsville, Texas yard of Builder's affiliate, Amfels, Inc.
(collectively, the "Transaction");
WHEREAS, Agents have provided and continue to provide various services and
assistance to Company in connection with the Transaction, and Company and Agents
desire to memorialize their agreement for payment of commissions to Agents for
such services, upon the terms contained herein.
NOW, THEREFORE, in consideration of the premises and the covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties, Company and Agents agree as
follows:
1. COMMISSIONS. Agents shall provide such services as are reasonably
requested by Company in connection with the negotiation and
consummation of the Transaction regarding construction of the Vessel
and any Option Vessels. In consideration for such services, Company
shall pay Agents a commission equal to One Million Five Hundred
Thousand Dollars ($1,500,000) (the "Base Commission") in connection
with the Vessel, One Million Dollars ($1,000,000) of which shall be
payable to SEACOR and Five Hundred Thousand Dollars ($500,000) of
which shall be payable to Bassoe. The Base Commission shall be payable
by Company to Agents within sixty (60) days after delivery of the
Vessel to Company by Builder. On the first Option Vessel, Company
shall pay Agents a commission equal to One Million Two Hundred and
Fifty Thousand Dollars ($1,250,000) (the "First Option Commission") in
connection with the First Option Vessel, One Million Dollars
($1,000,000) of which shall be payable to SEACOR and Two Hundred and
Fifty Thousand Dollars ($250,000) of which shall be payable to Bassoe.
The First Option Commission shall be payable by Company to Agents
within sixty (60) days after delivery of the Vessel to Company by
Builder. Commissions on the additional option units, if any, shall be
agreed in writing between the parties on or before the execution of a
construction contract for such Additional Option Vessel. Payment of
commissions due Agents under this Agreement shall be made by Company
in accordance with written instructions from Agents, but shall be
subject to any applicable exchange control laws or regulations.
2. NO AUTHORITY TO CONTRACT. Agents shall not have, nor shall they
represent themselves as having, any authority to make contracts or any
other legal commitments in the name of or binding on Company or to
pledge Company's credit or to extend credit in Company's name.
3. EXPENSES. Agents agree to assume all expenses incurred and all
disbursements by them as agents of Company hereunder. Agents shall not
incur any liability for such expenses and disbursements for the
account of Company and shall indemnify Company in relation thereto.
Notwithstanding the foregoing, Company shall reimburse Agents for all
expenses incurred and all disbursements by them, which are incurred or
disbursed with the prior written approval of Company.
4. COMPANY'S PROPERTY. Any property of Company received by Agents under
this Agreement shall be held by them for the account of Company, and
upon request from Company, such property shall be returned to Company
in as good a condition as when received by Agents, ordinary wear and
tear excepted. All records or papers of any kind relating to Company's
business shall remain the property of Company and shall be returned by
Agents to Company on demand.
5. TRADE SECRETS. Agents shall not acquire any rights to and goodwill,
trademark, copyright, trade secret or other property of Company. If
during the term of this Agreement any such rights should become vested
in Agents by imposition of law or otherwise, Agents agree they will,
on Company's request or on termination of this Agreement, assign any
and all such rights to Company, together with any related good will.
Nothing contained herein, however, shall require Agents to assign to
Company any goodwill, trademark, copyright or other trade secret
relating exclusively to equipment and services other than Company's or
to the business of either Agent other than their business under this
Agreement.
6. INDEMNIFICATION. Each party agrees to indemnify each of the other
parties and its agents, servants and employees against all claims,
damages, losses and expenses, including reasonable attorneys' fees,
arising out of performance of such party's work which is caused in
whole or in part by such party's negligent act or omission or that of
any person employed by such party for whose acts or omissions such
party is liable.
7. REPRESENTATIONS BY AGENTS.
a) Each Agent represents that it owns and will own any bank account
into which it directs payments to be made by Company hereunder.
b) Each Agent agrees not to make any direct or indirect payments or
provide any other benefits to directors, officer or employees of
any Client of Company.
c) Each Agent agrees not to make any direct or indirect payments to
any government officials or any direct or indirect payments that
are illegal under any applicable law.
d) Each Agent agrees to conduct its activities in accordance with
all applicable laws.
e) Each agent agrees to keep all information furnished by Company
confidential and not release same to any third party without the
prior written consent of Company.
8. TERM. This Agreement shall be effective upon execution and shall
continue in effect until the delivery of the Vessel and the Option
Vessels, if any, and the expiration of any option periods under
Company's agreement with the Builder.
9. PROHIBITION OF ASSIGNMENT. This Agreement may not be assigned or
otherwise transferred by any party without the prior written consent
of the other parties.
10. NOTICES. Any notices provided for under this Agreement shall be in
writing and shall be delivered personally, by certified or registered
mail, postage prepaid, to the address shown below or by facsimile
(with verification of receipt). Notices given or served pursuant
hereto shall be effective upon receipt by the party to be notified.
If to Bassoe: Bassoe Offshore (USA), Inc.
0000 Xxxx Xxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: 000-000-0000
If to SEACOR: SEACOR SMIT Inc.
1370 Avenue of the Americas, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile No.: (000) 000-0000
If to Company: Xxxxxx Offshore LLC
I. 11200 Richmond, Suite 490
II. Xxxxxxx, XX 00000-0000
Facsimile No.: 000-000-0000
Either party may change its address for notices under this Agreement by
notice to the other parties as outlined above.
1. GOVERNING LAW. This Agreement and any disputes between the parties
shall be construed under the laws of the State of Texas, without giving
effect to any conflict of law rules or provisions.
2. FURTHER ASSURANCES. Each party shall execute such other deeds,
assignments, endorsements and other instruments and evidences of
transfer, give such further assurances and perform such acts which are
or may become necessary or appropriate to effectuate and carry out the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
BASSOE OFFSHORE (USA), INC.
"Bassoe"
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxx
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Title: President
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SEACOR SMIT Inc.
"SEACOR"
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Executive Vice President
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XXXXXX OFFSHORE LLC
"Company"
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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