Exhibit 10.15
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is made
and entered into as of this 21st day of June, 2002, by and between Xxxxxxxxx
Shipyards, Inc., a Louisiana corporation, or its nominee as designated under
Section 10.13 (the "Buyer"), on the one hand, and Xxxxxx Xxxxxxx Halter, Inc., a
Mississippi corporation, Halter Marine, Inc., a Nevada corporation, Halter
Marine, Inc., a Louisiana corporation, Halter Gulf Repair, Inc., a Delaware
corporation, Halter Marine Services, Inc., a Mississippi corporation, Halter
Marine Gulfport, Inc., a Nevada corporation, Gulf Coast Fabrication, Inc., a
Mississippi corporation, and Halter Marine Pascagoula, Inc., a Delaware
corporation, Debtors-in-Possession (collectively the "Seller") under jointly
administered Case No. 01-52173 in the United States Bankruptcy Court in the
Southern District of Mississippi filed on April 19, 2001. (All capitalized terms
used but not defined herein shall have the same definitions for such terms as
set forth in the Purchase Agreement referred to below.)
WHEREAS, Buyer and Seller entered into that certain Asset Purchase
Agreement, made and entered into as of May 20, 2002 (the "Purchase Agreement"),
pursuant to which Seller agreed to sell, and Buyer agreed to buy, substantially
all of the assets used in connection with the Business; and
WHEREAS, Buyer and Seller desire to amend the Purchase Agreement to clarify
certain matters therein;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments.
(a) Section 4.3.4 of the Purchase Agreement is hereby amended by inserting
the following immediately after the phrase "acceptance of an overbid at the
Auction": "(other than such an overbid by Buyer)".
(b) Section 8.4.1 of the Purchase Agreement is hereby amended by inserting
the following at the end of Section 8.4.1(vi)(b) immediately before the comma:
"; provided, that if Buyer is the successful overbidder, then Buyer shall
receive a credit to its overbid in the amount of the Break-Up Fee, and Buyer
shall not be entitled to a Break-Up Fee in such case".
2. Continuation of Purchase Agreement. Except as modified by this
Amendment, the Purchase Agreement shall continue in full force and effect.
3. Counterparts. This Amendment may be signed in counterparts and may be
executed by the exchange of facsimile signature pages.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Asset Purchase Agreement as of the day and year first above written.
XXXXXXXXX SHIPYARDS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President & CFO
XXXXXX XXXXXXX HALTER, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President-Administration
HALTER MARINE, Inc., a Nevada corporation
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President-Administration
HALTER MARINE, Inc., a Louisiana corporation
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President-Administration
HALTER MARINE SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President-Administration
HALTER MARINE GULFPORT, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President-Administration
HALTER MARINE PASCAGOULA, Inc.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President-Administration
GULF COAST FABRICATION, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President-Administration
HALTER GULF REPAIR, INC.
By: /s/ Xxxx X. Xxxxx, Xx.
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Name: Xxxx X. Xxxxx, Xx.
Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President-Administration
