[LETTERHEAD OF SEACOR HOLDINGS, INC.]
December 19, 1996
SMIT Internationale N.V.
0 Xxxxxxxxxx
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attn: Xxxxxx X. Xxxxxxxx
Re: Malaysian Vessels
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Dear Sirs:
This letter describes our mutual understanding concerning
the "Malaysian Purchase," as such term is defined in the Asset
Purchase Agreement of even date herewith between us and certain of our
respective subsidiaries (the "Purchase Agreement").
As you know, it was contemplated by the parties when we
signed the letter of intent on October 14, 1996 that SEACOR Holdings,
Inc. ("SEACOR") would acquire, as a part of the overall transaction,
your interests in the joint venture Xxxx-Xxxxx (Malaysia) Sdn. Bhd.
("Xxxx-Xxxxx Malaysia") and that the vessels acquired through that
interest would be free and clear of debt.
Since then, it became apparent that the time frame for
closing was too short to work out all the details necessary to
transfer that interest, or perhaps, eventually the vessels Xxxx-Xxxxx
27 ("SL 27"), Xxxx-Xxxxx 28 ("SL 28"), Xxxx-Xxxxx 72 ("SL 72"), and
Xxxx-Xxxxx 74 ("SL 74" and collectively, the "Malaysian Vessels").
Therefore, we agreed to postpone that aspect of the transaction and
this letter serves to confirm our understanding that we continue to
intend to purchase and you intend to sell those operations to us in
connection with the overall transaction consummated today. In
addition, we understand that you will not offer to sell your interest
in either Xxxx-Xxxxx Malaysia or the Malaysian Vessels or entertain
offers from others until the transaction is consummated.
It is our intention that (i) SEACOR will cause an entity in
which SEACOR or one or more of its subsidiaries owns an equity
interest to purchase the Malaysian vessels that are owned by Xxxx-
Xxxxx Malaysia on the date of this letter and (ii) SMIT Internationale
N.V. cause Xxxx-Xxxxx Malaysia to sell the Malaysian Vessels to such
entity. You agree during this period to continue to operate in Xxxx-
Xxxxx Malaysia and to cause Xxxx-Xxxxx Malaysia to continue to provide
all services, including enabling non-Malaysian flag vessels to
operate under licenses held by said company, for vessels now owned by
Seacor to the same extent and consistent with past practices, as was
provided to similarly situated vessels owned or operated by Xxxx or
any of its affiliates or joint ventures. No additional charges will
be made for these activities, except for any commissions (not in
excess of 1.25%) payable to Xxxx-Xxxxx Malaysia or to another party to
be nominated in writing by Xxxx-Xxxxx Malaysia to SEACOR.
The total consideration payable for all of the Malaysian
Vessels as agreed in our meetings remains USD $12,909,494 in cash,
consisting of the following amounts for the whole of each vessel: SL
27 and SL 28 ($2,835,263 each) and SL 72 and SL 74 ($3,619,484 each).
The parties intend that the closing of the proposed transaction occur
as soon as practicable and in any event on or before April 30, 1997.
It is further intended that the written definitive agreement for the
Malaysian Purchase will contain representations, warranties,
indemnities and other provisions of the nature, similar to those under
the Asset Purchase Agreement.
Each party agrees to cooperated with the other in pursuing
this aspect of the transaction, including, but not limited to, keeping
the other advised as to progress in negotiations which may occur to
restructure Xxxx-Xxxxx Malaysia or to form a new joint venture.
Please sign a copy of this letter in the space provided
below to confirm the mutual intentions set forth herein and return a
signed copy to the undersigned.
Very truly yours,
SEACOR HOLDINGS, INC.
By: /s/Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Authorized Signatory
Acknowledged and Agreed:
SMIT INTERNATIONALE N.V.
By: /s/Cees W.D. Bom
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Name: Cees W.D. Bom
Title: General Counsel
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