EXHIBIT 10.21
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 29th day of January, 2003 by and between
ACON Offshore Partners, L.P., a Delaware limited partnership, or its
designees ("Buyer"), on the one hand, and Xxxxxx Xxxxxxx Halter, Inc., a
Mississippi corporation ("FGH"), Xxxxxx Xxxxxxx Offshore Texas, Limited
Partnership, a Louisiana limited partnership ("FGOT"), TDI-Orange, Limited
Partnership, a Louisiana limited partnership ("TDI"), and Xxxxxx Xxxxxxx
Offshore, Inc., a Mississippi corporation ("FGO", and collectively with
FGH, TDI and FGOT, "Seller"), on the other hand. (All capitalized terms
used but not defined herein shall have the same definitions for such terms
as set forth in the APA referred to below.)
WHEREAS, Buyer and Seller entered into that certain Asset Purchase
Agreement, dated as of November 15, 2002 (the "APA"), 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 hereby desire to add as Other Contracts
being assumed by Buyer certain agreements entered into by Seller after the
Execution Date and to clarify certain items of Personal Property being
acquired by Buyer;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments to Exhibit "A-3". Exhibit "A-3" to the APA is hereby
amended by inserting the following at the end thereof:
"FGOT
17. Stacking Agreement, dated December 13, 2002, by and between
FGOT and Diamond Offshore (USA) Inc. (Ocean New Era).
18. Master Service Agreement, dated December 20, 2002, by and
between FGOT and Transocean Offshore Deepwater Drilling Inc.
19. General Terms and Conditions for Vessel Refurbishment, dated
December 6, 2002, by and between FGOT and Navigare
International, Inc.
FGO East
20. To the extent transferable, any Construction Contracts (as
such term is defined in that certain Security Agreement dated
December 2, 1997, by and between FGO (successor-in-interest to
HAM Marine, Inc.) and the United States of America,
represented by the Secretary of Transportation, acting by and
through the Maritime Administrator, Contract No. MA-13338, as
amended), including any outstanding and transferable warranty
rights thereunder."
2. Amendments to Exhibit "B". Exhibit "B" to the APA is hereby amended
as follows:
(a) The thirty-sixth line on page 37 that lists a Ford F-350
pick-up truck with serial number 1fdkf37m3jnb18531 is hereby deleted
in its entirety.
(b) The eleventh line on page 38 that lists a 48' flat bed trailer
with serial number MER4020-12 is hereby deleted in its entirety.
(c) The sixth line on page 46 that lists a Ford F-250 pick-up
truck with serial number 0XXXX00X0XXX00000 is hereby deleted in its
entirety.
(d) The forty-ninth line on page 57 that lists "1 Lot Trailers"
is hereby deleted in its entirety and the following four lines
substituted therefor:
Plant Location/ Office Tag # Asset Description Manufacturer Model Serial# Count
Area Type
West Personnel GL243 Facilities Doublewide King Custom KO19622114A/B 1
28'x60' Builders
West Safety/ 862 Facilities Doublewide Acton Mobile F03070 KO39723333A/B 1
Security 28'x60'
West Documents 863 Facilities Doublewide Spacemaster GA1272 18427/28 1
30'x70'
West Main 866 Facilities Doublewide 1
Office Quad
30'x135'
(e) The sixty-second line on page 49 for "Single wide Office
Trailers" is hereby deleted in its entirety and the following two
lines substituted therefor:
Plant Location/ Office Tag # Asset Description Manufacturer Model Serial# Count
Area Type
East QA 864 Facilities Singlewide 1
12'x60'
2
East Superinten 865 Facilities Singlewide Spacemaster 16291 1805 1
dents 12'x60'
(f) The first line on page 46 for "Office Trailer" is hereby deleted
in its entirety and the following substituted therefor:
Plant Location/ Office Tag Asset Type Description Manufacturer Model Serial# Count
Area #
East Rigging 860 Facilities Singlewide Acton Mobile 1260E 216395 1
12'x60'
(g) The following three lines are hereby added on page 72 at the end
thereof:
Plant Location/ Office Tag Asset Type Description Manufacturer Model Serial# Count
Area #
East Production 0255 Trucks & Pick Up Ford F-150 0XXXX00X0XXX00000 1
Trailers Truck
East Production 0256 Trucks & Pick Up GMC C-1500 0XXXX00X0XX000000 1
Trailers Truck
East Production 0257 Trucks & Pick Up GMC C-1500 0XXXX00X0XX000000 1
Trailers Truck
3. Amendments to Exhibit "F-1". Exhibit "F-1" to the APA is hereby
amended by deleting in their entirety the first ten lines on page 1 thereto and
substituting the following therefor:
Plant Location/ Office Tag Asset Type Description Manufacturer
Area #
East Panel Shop 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# XX-XXXX-00
Xxxx Xxxxx Xxxx 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# XX-XXXX-00
Xxxx Xxxx Xxxx 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# XX-XXXX-00
Xxxx Xxxxx Xxxx 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# XX-XXXX-00
Xxxx Xxxxx Xxx 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# PH-TRDG-15
0
Xxxx Xxxxx Xxx 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# PH-TRDG-15
East Assembly 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# XX-XXXX-00
Xxxx Xxxxxxx 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
Shop XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# XX-XXXX-00
Xxxx Xxxxx Xxxx 0000 Xxxxxxxxx Xxxxxx (1) 00 XXX XXXXXX Xxxxxxxxxx
XXXXX, XXXXXX # Xxxxx & Xxxxx,
XX00000XX, MODEL Inc.
# XX-XXXX-00
Xxxx Xxxx Xxxx 0000/ Xxxxxxxxx Xxxxxx (2) BURNING
65 MACHINES
4. Amendments to Exhibit "F-2". Exhibit "F-2" to the APA is hereby
amended as follows:
(a) The third line on page 1 that lists a "4100 Series II Ringer /
Barge (Xxxx Xxxx)" is hereby deleted in its entirety and the following
substituted therefor:
Plant Location/ Asset Description Manufacturer Model Serial# Count 901 #
Area Type
East Production Crane 4100 Series II Manitowoc 4100 41524 1 221e
Ringer Crane
(Onboard Xxxx
Xxxx)
(b) The twenty-seventh, twenty-eighth and twenty-ninth lines on page 1
are hereby deleted in their entirety and the following substituted
therefor:
Plant Location/ Asset Description Manufacturer Model Serial# Count 901 #
Area Type
East Fab Shop Machinery Table,Flame ESAB Avenger 98-VIS2C- 203
Burner 3564 1
East Fab Shop Machinery Table, ESAB Avenger 98-VIS2C- 204
Plasma 4305 1
Cutter
(c) The thirty-second line on page 1 that lists a "Boat, Tow (Xxxxxx
D)" is hereby amended by inserting the following serial number in the
seventh column thereof: "599351".
(d) The thirty-third line on page 1 that lists a "Dual Carrier" is
hereby amended by inserting the following serial number in the seventh
column thereof: "1062576".
4
(e) The fourteenth line on page 3 is hereby amended by deleting the
serial number "MF1850226" in the seventh column thereof and substituting
the following serial number therefor: "XX0000000".
(f) The twenty-sixth line on page 3 is hereby amended by deleting the
serial number "YARD #8" in the seventh column thereof and substituting the
following serial number therefor: "R778994".
(g) The thirty-second line on page 3 is hereby amended by deleting the
serial number "U1970081392" in the seventh column thereof and substituting
the following serial number therefor: "U1970813982".
(h) The forty-first line on page 3 is hereby amended by deleting the
serial number "U1971209737" in the seventh column thereof and substituting
the following serial number therefor: "U0000000000".
(i) The sixty-eighth line on page 3 is hereby amended by deleting the
serial number "U1971004259" in the seventh column thereof and substituting
the following serial number therefor: "U1971004255".
(j) The seventy-fourth line on page 3 through and including the
twelfth line on page 4 are hereby deleted in their entirety and the
following substituted therefor:
Location/
Plant Area Asset Type Description Manufacturer Model Serial# Count 901 #
West Mechanic Shop Crane Crane, Overhead Yale 2T YEL205HO38 1 252
(Bridge)
West Pipe Shop Crane Crane, Pedestal P&H 2T 59074 1 805
West A/B Platen Crane Crane, Pedestal Yale 2T CH-31719-BB 1 806
East Pipe Shop Crane Crane, Pedestal Yale 2T 2029870 1 807
East Rigging Crane Forklift, Diesel Xxxxx C500-YS225 Y1625-61-3440 1 212
East Fab Shop Crane Magnet Bed Permadur 120189-1-2-3-4 1 835
East Production Yard Welding Machine Welding Machine Lincoln DC-600 U1970802499 1 803-C21
East Production Yard Welding Machine Welding Machine Lincoln DC-600 U1970813984 1 803-E67
(k) The thirteenth line on page 4 for a Xxxxxx Welding Machine with
serial number KH462590 is hereby amended by deleting the count number "6"
in the eighth column thereof and substituting the following count number
therefor: "1".
(l) The sixty-third line on page 4 through the twenty-second line on
page 5 are hereby deleted in their entirety and the following substituted
therefor:
Plant Location/ Asset Description Manufacturer Model Serial# Count 901 #
Area Type
East East Wire Feeders Wire Feeders 39
(m) The following is hereby added on page 5 at the end thereof:
Plant Location/ Asset Description Manufacturer Model Serial# Count 901 #
Area Type
East Production Marine- Ringer Barge, 46x120x7.5 517314 1 0000X
Xxxxxx Xxxx Xxxx
West Mechanic Crane Crane, Yale 2T YEL205HO38 1 252
Shop Overhead
(Bridge)
West Pipe Shop Crane Crane, P&H 2T 59074 1 805
Pedestal
West A/B Platen Crane Crane, Yale 2T CH-31719-BB 1 806
Pedestal
East Pipe Shop Crane Crane, Yale 2T 2029870 1 807
Pedestal
East Rigging Crane Forklift, Xxxxx C500-YS225 Y1625-61-3440 1 212
Diesel
East Fab Shop Crane Magnet Bed Permadur 120189-1-2-3-4 1 835
East Production Welding Welding Lincoln DC-600 U1970802499 1 803-C21
Yard Machine Machine
East Production Welding Lincoln Lincoln DC-600 U1970813984 1 803-E67
Yard Machine
5. Continuation of APA. Except as modified by this Amendment, the APA
shall continue in full force and effect.
6. Counterparts. This Amendment may be signed in counterparts and may be
executed by the exchange of facsimile signature pages.
[SIGNATURE PAGE FOLLOWS]
6
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.
ACON OFFSHORE PARTNERS, L.P.
By: ACON Offshore, LLC, its General Partner
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxxxx Xxxxx
--------------------------------------------
Title: President
-------------------------------------------
XXXXXX XXXXXXX HALTER, INC.
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Vice President
XXXXXX XXXXXXX OFFSHORE, INC.
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Vice President
XXXXXX XXXXXXX OFFSHORE TEXAS,
LIMITED PARTNERSHIP
By: Maritime Holdings, Inc., its General Partner
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Vice President
TDI-ORANGE, LIMITED PARTNERSHIP
By: Maritime Holdings, Inc., its General Partner
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Vice President
7
