Exhibit 99.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of September 14, 1999 (this "Amendment"),
between HALTER MARINE GROUP, INC., a Delaware corporation ("Halter Marine"), and
XXXXXX XXXXXXX INTERNATIONAL INC., a Mississippi corporation ("Xxxxxx Xxxxxxx").
WHEREAS, Halter Marine and Xxxxxx Xxxxxxx are parties to an Agreement
and Plan of Merger, dated as of June 1, 1999 (the "Merger Agreement"; terms
defined in the Merger Agreement and not otherwise defined herein are being used
herein as therein defined);
WHEREAS, the Boards of Directors of Halter Marine and Xxxxxx Xxxxxxx
have determined that it is appropriate to amend the Merger Agreement as set
forth in this Amendment; and
WHEREAS, pursuant to Section 8.03 of the Merger Agreement, the Merger
Agreement may be amended by the parties hereto.
NOW THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I
AMENDMENTS TO THE MERGER AGREEMENT
SECTION 1.01. Amendment to Preamble. The Preamble to the Merger
Agreement is hereby amended by deleting the phrase "(this "Agreement")" in its
entirety and inserting in lieu thereof the phrase "(as amended by Amendment No.
1, this "Agreement")".
SECTION 1.02. Amendment to Section 2.01(a). Section 2.01(a) of the
Merger Agreement is hereby amended by deleting the number "0.4614" in the fifth
line thereof and inserting in lieu thereof the number "0.57".
SECTION 1.03. Amendment to Section 6.06. Section 6.06 of the Merger
Agreement is hereby amended by adding the following new paragraph (d) at the end
of Section 6.06:
"(d) Each party shall cooperate with the other and shall use all
commercially reasonable efforts to promptly arrange bank financing for
the
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Surviving Corporation necessary to satisfy the condition set forth
in Section 7.01(g) hereof."
SECTION 1.04. Amendment to Section 6.07. Section 6.07 of the Merger
Agreement is hereby amended by deleting the section reference to "9(d)" of the
Halter Marine 1996 Plan in the tenth line thereof and inserting in lieu thereof
"10(e)".
SECTION 1.05. Amendment to Section 7.01. Section 7.01 of the Merger
Agreement is hereby amended by adding the following new paragraph (g) at the end
of Section 7.01:
"(g) Financing. Bank financing of at least $175 million shall
have been arranged for the Surviving Corporation effective as of the
Effective Time on terms reasonably acceptable to Halter Marine and
Xxxxxx Xxxxxxx and that in the reasonable judgment of both Halter
Marine and Xxxxxx Xxxxxxx would meet the needs of the Surviving
Corporation."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Representations of Halter Marine. Halter Marine hereby
represents and warrants to Xxxxxx Xxxxxxx as follows:
(a) Halter Marine has all necessary corporate power and authority to
execute and deliver this Amendment, to perform its obligations under the
Merger Agreement (as amended by this Amendment) and to consummate the
transactions contemplated by the Merger Agreement (as amended by this
Amendment).
(b) The execution and delivery of this Amendment by Halter Marine have
been duly and validly authorized by all necessary corporate action and no
other corporate proceedings on the part of Halter Marine are necessary to
authorize this Amendment.
(c) This Amendment has been duly and validly executed and delivered by
Halter Marine and, assuming the due authorization, execution and delivery
by Xxxxxx Xxxxxxx, the Merger Agreement (as amended by this Amendment)
constitutes the legal, valid and binding obligation of Halter Marine,
enforceable against Halter Marine in accordance with its terms (except
insofar as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, or principles governing the availability of equitable
remedies).
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SECTION 2.02. Representations and Warranties of Xxxxxx Xxxxxxx.
Xxxxxx Xxxxxxx hereby represents and warrants to Halter Marine that:
(a) Xxxxxx Xxxxxxx has all necessary corporate power and authority to
execute and deliver this Amendment, to perform its obligations under the
Merger Agreement (as amended by this Amendment) and to consummate the
transactions contemplated by the Merger Agreement (as amended by this
Amendment).
(b) The execution and delivery of this Amendment by Xxxxxx Xxxxxxx
have been duly and validly authorized by all necessary corporate action and
no other corporate proceedings on the part of Xxxxxx Xxxxxxx are necessary
to authorize this Amendment.
(c) This Amendment has been duly and validly executed and delivered by
Xxxxxx Xxxxxxx and, assuming the due authorization, execution and delivery
by Halter Marine, the Merger Agreement (as amended by this Amendment)
constitutes the legal, valid and binding obligation of Xxxxxx Xxxxxxx,
enforceable against Xxxxxx Xxxxxxx in accordance with its terms (except in
each such case insofar as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, or principles governing the
availability of equitable remedies).
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Effect on Merger Agreement. Except as amended hereby,
the provisions of the Merger Agreement are and shall remain in full force and
effect.
SECTION 3.02. Counterparts. This Amendment may be executed in two
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 3.03. Governing Law. This Amendment shall be governed by and
construed in accordance with the Laws of the State of Delaware as applied to
contracts executed and to be performed entirely in such state.
SECTION 3.04. Entire Agreement. The Merger Agreement (as amended by
this
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Amendment) and the Confidentiality Agreements constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and
supercede all prior agreements and undertakings, both written and oral between
Halter Marine and Xxxxxx Xxxxxxx with respect to the subject matter hereof.
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IN WITNESS WHEREOF, Xxxxxx Xxxxxxx and Halter Marine have each caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
HALTER MARINE GROUP, INC.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Executive Vice President
XXXXXX XXXXXXX INTERNATIONAL INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
