MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
This Management and Administrative Services Agreement, dated as of February
27, 1998, is entered into by and between SEACOR SMIT Inc., a Delaware
corporation ("SEACOR"), and Xxxxxx Offshore LLC, a Delaware limited liability
company ("Xxxxxx").
W I T N E S S E T H :
WHEREAS, SEACOR has been providing the services of Xxxx X. Xxxxxxxxx, Vice
President, Finance, of SEACOR ("Xx. Xxxxxxxxx"), to assist in the management and
administration of Xxxxxx; and
WHEREAS, the parties hereto desire that (i) SEACOR continue to provide the
services of Xx. Xxxxxxxxx to Xxxxxx, (ii) SEACOR provide additional management
or administrative services to Xxxxxx from time to time as needed and (iii)
SEACOR and Xxxxxx formalize their agreement with respect thereto;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
ARTICLE I
MANAGEMENT AND ADMINISTRATIVE SERVICES
1.1 SEACOR agrees to continue to provide the services of Xx. Xxxxxxxxx to
Xxxxxx substantially in accordance with current practice. At the conclusion of
each calendar month, SEACOR shall render an invoice to Xxxxxx for its fee for
such services, which fee shall be equal to $15,000 if Xx. Xxxxxxxxx devoted
substantially all of his business time and attention to the business of Xxxxxx
during the applicable month and shall be proportionately reduced to the extent
that Xx. Xxxxxxxxx devotes a portion of his business time and attention to other
business matters during such month. Xxxxxx shall pay to SEACOR the amount of
each such monthly invoice promptly following receipt thereof.
1.2 Subject to prior agreement between SEACOR and Xxxxxx as to the specific
nature and extent of services to be provided by SEACOR and the compensation to
be paid to SEACOR therefor, SEACOR will furnish, or cause its
affiliates to furnish Xxxxxx with such of the following services as may be
requested by Chiles from time to time (such services together with the services
of Xx. Xxxxxxxxx referred to in Section 1.1 being referred to collectively as
"Management Services"):
(i) General management and financial services, including, without
limitation, periodic advice and consultation in connection with corporate,
legal, finance, accounting, tax, marketing, operations and such other
matters as may be required in connection with the day-to-day operation of
Xxxxxx; it being hereby understood that such advice and consultation may,
from time to time, be provided by professional advisors engaged by SEACOR or
its affiliates, in which case, the fees and disbursements of such advisors
shall either be billed directly to Xxxxxx or reimbursed to SEACOR, as SEACOR
may direct;
(ii) General administrative services, including without limitation,
secretarial support services, office equipment and facilities, and access to
salaried and non-salaried administrative and executive personnel of SEACOR
or its affiliates;
(iii) Services of specified individuals employed by SEACOR or its
affiliates;
(iv) Investment banking services, including, without limitation,
assisting Xxxxxx in identifying sources of debt and/or equity financing and
in consummating debt or equity financings; and
(v) Such additional services as may be mutually agreed upon from time
to time by the parties hereto.
ARTICLE II
COMPENSATION & REIMBURSEMENT
2. In consideration for any Management Services provided in accordance with
Article I hereof, it is contemplated that Xxxxxx shall pay SEACOR fees that do
not exceed fees charged by unrelated persons for comparable services. Except as
provided in Section 1.1, SEACOR and Xxxxxx shall agree upon the compensation to
be paid to SEACOR by Chiles on or prior to SEACOR's provision of such services;
provided, however, in the event that, at Xxxxxx' request, SEACOR provides
Management Services to Chiles in the absence of an agreement on compensation,
Xxxxxx agrees to pay to SEACOR fees equal to the reasonable value of
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the Management Services provided. Xxxxxx further agrees to reimburse SEACOR for
all reasonable out-of-pocket expenses incurred in connection with any Management
Services provided hereunder promptly following receipt of documentation thereof.
ARTICLE III
TERM
3. This Agreement shall commence on the date hereof and shall continue until
terminated by either party hereto upon not less than 60 days' prior written
notice of termination to the other party; provided, however, that the provisions
of Article VI hereof shall continue in full force and effect following any such
termination.
ARTICLE IV
FORCE MAJEURE
4. If, at any time during the term hereof SEACOR is unable to perform
(whether in whole or in part) any of its obligations under this Agreement by
reason of the occurrence of any event or series of events beyond its control,
then, in such case, the performance of such obligations shall be suspended to
the extent and during the time that such performance is so affected; provided,
however, that SEACOR has notified Xxxxxx promptly of such circumstances and has
used its best efforts to perform its obligations hereunder. Compensation payable
by Chiles to SEACOR for Management Services pursuant to this Agreement shall be
proportionately reduced to the extent of the non-performance by SEACOR of its
obligations as provided in this Section 4.
ARTICLE V
OTHER ACTIVITIES OF SEACOR
5. It is hereby acknowledged and understood that officers and employees of
SEACOR (including, without limitation, Xx. Xxxxxxxxx) may be subject to
conflicts in the allocation of management and administrative time, services or
functions between Xxxxxx and other entities to which services of the nature
contemplated by this Agreement are provided. Nothing set forth in this Agreement
is intended to, nor shall anything set forth in this Agreement operate to,
restrict
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SEACOR, its officers or its employees from providing to other entities
management and administrative services of the nature contemplated by this
Agreement.
ARTICLE VI
INDEMNIFICATION OF SEACOR
6.1 Xxxxxx hereby agrees, to the fullest extent permitted by law, to
indemnify and hold harmless SEACOR, its officers, directors, employees, agents
and "affiliates" (as such term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended) (collectively, for the purposes of this
Section Six, the "SEACOR Indemnitees") from and against, any and all losses,
claims, demands, costs, damages, liabilities, expenses of any nature (including,
without limitation, reasonable attorneys' fees and disbursements), judgments,
fines, settlements and other amounts arising from any and all claims, demands,
actions, suits or proceedings, whether civil, criminal, administrative or
investigative, in which a SEACOR Indemnitee may be involved, or threatened to be
involved, as a party or otherwise, arising out of, based upon or relating to the
provision of Management Services by SEACOR hereunder (collectively, the
"Indemnified Matters"), except for any such Indemnified Matters that are
adjudged by a court of competent jurisdiction to have resulted from the gross
negligence, bad faith or willful misconduct of SEACOR.
6.2 For purposes of this Article VI, the termination of any proceeding by
settlement shall not, of itself, create a presumption that any SEACOR Indemnitee
acted in a manner which constituted gross negligence, bad faith or willful
misconduct; provided, however, that a SEACOR Indemnitee shall neither settle,
nor arrange for or stipulate to the settlement of, any Indemnified Matters
without the prior written consent of Xxxxxx, which consent shall not be
unreasonably withheld or delayed. It is hereby acknowledged that any SEACOR
Indemnitee's right to the indemnification provided herein shall be cumulative
of, and in addition to, any and all rights to which a SEACOR Indemnitee may
otherwise be entitled by contract or as a matter of law or equity and shall
extend to its successors, assigns and legal representatives.
ARTICLE VII
NOTICE
7. All notices, requests, demands and other communications provided for by
this Agreement shall be made in writing and shall be deemed to have been
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given at the time when mailed by registered or certified mail, return receipt
requested, postage prepaid, or given in person or by telecopy and confirmed by
telecopy answerback, to the following addresses of the parties hereto or to such
changed address as such party may have specified by like notice:
If to SEACOR, to:
SEACOR SMIT Inc.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxx.
Xxx Xxxx, XX 00000
Attention: Chief Financial Officer
Telecopy Number: (000) 000-0000
If to Xxxxxx to:
Xxxxxx Offshore LLC
00000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
Attention: President
Telecopy Number: (000) 000-0000
ARTICLE VIII
MISCELLANEOUS
8.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes any and all prior contracts, arrangements or understandings between
them with respect to such subject matter. This Agreement may not be modified or
amended in any manner other than by an instrument in writing signed by each
party hereto, or its respective successors or assigns, or otherwise as provided
herein.
8.2 Choice of Law. This Agreement and the rights of the parties hereunder
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to the principles thereof governing conflicts of laws.
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8.3 Successors and Assigns. Except as otherwise specifically provided
herein, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their legal representatives, successors and assigns.
8.4 Captions. Captions contained in this Agreement are inserted only as a
matter of convenience and are not intended to define, limit or extend the scope
or intent of this Agreement or any provision hereof.
8.5 Severability. If any provision of this Agreement, or the application of
such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.
8.6 Counterparts. This Agreement may be executed and delivered in
counterparts, each of which shall be deemed to constitute an original but both
of which taken together as a whole shall constitute but one and the same
instrument.
8.7 Waivers. No provision of this Agreement shall be deemed to have been
waived unless such waiver is made in writing, and no such waiver with respect to
any breach or default hereunder shall be deemed or construed to be a waiver of
any other breach or default of the same provision or any other provision of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their representatives thereunto duly authorized as of
the day and year first above written.
SEACOR SMIT INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Executive Vice President
XXXXXX OFFSHORE LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President & CEO
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