(d) Exhibit "D" to the Purchase Agreement is hereby amended by deleting
Item #20 (Index # 928) and Item #17 (Index # 123) therefrom.
(e) Exhibit "A-3b" to the Purchase Agreement is hereby amended by adding
the following thereto:
Contract Description Index Number
-------------------- ------------
"Agreement, dated July 24, 1986, as continued and reaffirmed, between 928
Allied Maritime Management Organization, Inc. (a wholly-owned subsidiary of
Seaworthy Systems, Inc.) and Xxxx Point Marine, an unincorporated division
of Halter Marine Services, Inc. (LSV license)."
(f) Exhibit "A-1" to the Purchase Agreement is hereby amended by adding the
following thereto:
Lease Description Index Number
----------------- ------------
"4. Lease Agreement, dated September 22, 1998, by and between Halter 1310
Marine, Inc., a Nevada corporation, as lessor, and OPM-USA, a Division
of American Tower Systems, L.P., as lessee (cell tower lease)."
(g) Exhibit "A-3" to the Purchase Agreement is hereby amended by adding the
following thereto:
Contract Description Index Number
-------------------- ------------
"203. Teaming/Bidding Agreement, dated May 17, 2002, by and between Xxxx X. 1,853
XxXxxxx 1,853 Associates, Inc. and HMI(LA).
204. Contract with the National Oceanic and Atmospheric Administration,
Requisition # NAAN040-2-00041 03 (SWATH Design Study).
205. Contract with Naval Sea Systems Command, Contract #: N00024-01-C-2229
(Landing Craft Utility Replacement Study).
206. Contract with Naval Sea Systems Command, Contract #: N00024-01-C-2226
(Landing Craft Utility Replacement Study B).
(h) Section 3.3.1 of the Purchase Agreement is hereby amended by adding the
following sentence at the end thereof: "As to the Other Contracts listed in
Items 204-206 of Exhibit "A-3", Seller shall be prepared to deliver to Buyer a
novation agreement to be accepted and executed by the United States Government,
if and to the extent the United States Government is prepared to novate such
Other Contracts."
(i) The definition of "Current Assets" immediately following Section 2.2.4
of the Purchase Agreement is hereby amended by inserting the following at the
end thereof immediately before the period: ", nor any accounts receivable,
work-in-process and other current assets of the Business relating to any Other
Contract other than those Other Contracts listed on Exhibit "A-3a"".
(j) Those items listed on Annex "A" to this Amendment shall not be included
as "Property" transferred by Seller to Buyer under the Purchase Agreement and
shall be "Excluded Assets", as such term is defined and used in the Purchase
Agreement.
(k) Exhibit "A-4.6" to the Purchase Agreement is hereby amended by adding
the following as new paragraphs at the end of such exhibit:
"AND ALSO, that parcel of property depicted as Parcel "B" (being
approximately 7.718 acres more or less and a part of Xxx 00 Xxxx Xxxxxxxxx
Subdivision, on file as Book 5, Pages 2-4 Xxxxxxx County, Mississippi) on
the plat of survey dated May 9-15, 2002, prepared by Xxxxx Xxxxxxx Xxxxxxx,
P.L.S. 2590 of Wink, Incorporated, said survey being incorporated herein by
reference.
LESS AND EXCEPT, that parcel of property depicted as Parcel "A" (being
approximately 7.292 acres more or less and a part of Xxx 00 xxx xxx xx Xxx
00, Xxxx Xxxxxxxxx Subdivision, on file as Book 5, Pages 2-4, Xxxxxxx
County, Mississippi) on the plat of survey dated May 9-15, 2002, prepared
by Xxxxx Xxxxxxx Xxxxxxx, P.L.S. 2590 of Wink, Incorporated, said survey
being incorporated herein by reference."
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. 2
to Asset Purchase Agreement as of the day and year first above written.
XXXXXXXXX SHIPYARDS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President & CFO
XXXXXX XXXXXXX HALTER, Inc.
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Senior Vice President-Administration
2
HALTER MARINE, Inc., a Nevada corporation
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Executive Vice President
HALTER MARINE, Inc., a Louisiana corporation
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Executive Vice President
HALTER MARINE SERVICES, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Executive Vice President
HALTER MARINE GULFPORT, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Executive Vice President
HALTER MARINE PASCAGOULA, Inc.
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Executive Vice President
GULF COAST FABRICATION, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Executive Vice President
HALTER GULF REPAIR, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Executive Vice President
3
Annex A
