EXHIBIT 99.2
AMENDMENT NO. 1 TO ASSET PURCHASE AND OPTION AGREEMENT
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AND OPTION AGREEMENT is dated as
of July 30, 2003 (the "Amendment") by and among HOS-IV, LLC, a Delaware limited
liability company (the "Buyer"), Candy Marine Investment Corporation, a
Louisiana corporation (the "Seller"), Xxxxxxx X. Xxxxxx, the holder of all of
the outstanding shares of capital stock of Seller (the "Stockholder"), Candy
Fleet Corporation, a Louisiana corporation (the "Manager"), and, for limited
purposes, Xxxxxxxx Offshore Services, Inc., a Delaware corporation (the
"Company") and Candy Cruiser, Inc., a Louisiana corporation ("Cruiser").
Capitalized terms not defined herein shall have the meanings assigned to them in
that certain Asset Purchase and Option Agreement dated as of June 20, 2003 by
and among Buyer, Seller, Stockholder, Manager and, for the limited purposes set
forth therein, the Company and Cruiser (the "Agreement").
WITNESSETH
WHEREAS, the purchase of the Vessel and other Assets by Buyer is
conditioned, among other things, on the (i) completion of a drydock and survey
of the Vessel as contemplated in Section 7.10 of the Agreement and (ii)
satisfactory completion of an audit of the balance sheet, income statements and
statements of cash flow with respect to All the Vessel Owning Companies to the
extent necessary to provide audited financial statements with respect to the
Business, the Five Vessel Businesses and the Optioned-Vessel Businesses and the
receipt of an audit opinion without qualification from the Company's independent
public accountants, all as contemplated in Section 7.20 of the Agreement; and
WHEREAS, Seller's ability to drydock and Buyer's ability to survey the
Vessel as contemplated under Section 7.10 of the Agreement has experienced
unexpected delays; and
WHEREAS, Buyer and its independent public accountants require
additional access to certain financial information to allow the Company's
independent public accountants to successfully perform the audit and review
procedures applicable to the Business, the Five Vessel Businesses and the
Optioned-Vessel Businesses for the purpose of allowing the presentation of
financial information on a combined basis with respect to All the Vessel Owning
Companies, the Business, the Five Vessel Businesses and the Optioned-Vessel
Businesses as required under Section 4.8 of the Agreement, and thus further the
intents and purposes of the conditions set forth in Section 7.20 of the
Agreement; and
WHEREAS, Article 11, paragraph (d) of the Agreement provides that
either Buyer, on the one hand, or Seller, Manager or Stockholder, on the other
hand, can terminate the Agreement at any time before the Closing if the Closing
has not occurred on or before July 31, 2003; and
WHEREAS, the parties desire to extend the July 31, 2003 termination
date to August 15, 2003 to provide additional time for the completion of the
drydocking and survey of the Vessel and for the performance of the
aforementioned audit and review procedures.
NOW THEREFORE, in consideration of the mutual premises covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:
AGREEMENT
SECTION 1 Amendment. Effective on the execution of this Amendment, the
parties hereto amend paragraph (d) of Article 11 of the Agreement to change the
date set forth in paragraph (d) from July 31, 2003 to August 15, 2003. Except as
expressly set forth herein, no other terms of the Agreement shall be amended and
the existing terms thereof shall remain valid, binding and in full force and
effect as set forth therein.
SECTION 2 Counterparts. This Amendment may be executed simultaneously
in any number of counterparts, each of which will be deemed an original, but all
of which taken together shall constitute one in the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
BUYER:
HOS-IV, LLC,
a Delaware limited liability company
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President and Chief Executive Officer
SELLER:
Candy Marine Investment Corporation,
a Louisiana corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
STOCKHOLDER:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
MANAGER:
CANDY FLEET CORPORATION,
a Louisiana corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
ACKNOWLEDGED BY:
Xxxxxxxx Offshore Services, Inc.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President and Chief Executive Officer
Candy Marine Investment Corporation,
a Louisiana corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
