EXHIBIT 10.21
THIRD AMENDMENT TO
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BUSINESS PURCHASE AGREEMENT
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This Third Amendment to Business Purchase Agreement (the "Third Amendment")
is entered into by and among Xxxxxx & Xxxxxxx, Ltd., a Mississippi corporation,
formerly known as X. X. Xxxxxxxx Holdings, Inc. ("Buyer"), X. X. Xxxxxxx
Associates, Inc., a Louisiana corporation, formerly known as Xxxxxx & Xxxxxxx,
Ltd. ("Seller"), and Xxxxxx X. Xxxxxxx, an individual resident of the State of
Louisiana ("Shareholder").
WHEREAS, Buyer, Seller and Shareholder (collectively referred to herein as
the "Parties" and individually as a "Party") executed that certain Business
Purchase Agreement dated November 22, 1996 (the "Agreement"), that certain
Amendment to Business Purchase Agreement dated December 3, 1996 (the "First
Amendment"), and that certain Second Amendment to Business Purchase Agreement
dated May 19, 1997 (the "Second Amendment"); and
WHEREAS, the Parties have agreed to certain additional amendments to the
Agreement which each Party acknowledges and agrees will benefit that Party.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained in the Agreement, the First Amendment, the Second
Amendment and in this Third
Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
I. Definitions
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All capitalized terms used in this Third Amendment shall have the same
definitions as set forth in the Agreement, unless otherwise defined herein.
II. Amendments to Agreement
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1. Section 6 Post-Closing Payments, including Section 6(a) Vessel
Design, Section 6(b) Chocking System Payments, and Section 6(c) Date of Payment
(as amended by the First Amendment), is hereby amended by the deletion of that
Section in its entirety and the substitution of the following provisions as
Section 6:
6. Post-Closing Payments.
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(a) Vessel Design Payments. Buyer shall pay to Seller the sum
of $350,000.00 for each design of a new-build Vessel for which Buyer
receives an order during the ten (10) year period beginning on the
Closing Date (the "Order Period") which order is subsequently accepted
by Buyer. Such payments shall be made by Buyer to Seller solely from
the fees actually received by Buyer for each sale and shall be made
proportionately to Seller based upon the ratio of the amount of each
fee payment received by Buyer under the order to the total amount of
fees to be collected by the
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Buyer under the order multiplied by the $350,000.00 total payment to
Seller. The payment from Buyer to Seller described in this Section
6(a) shall be increased on the first anniversary of the Closing Date
and on each subsequent anniversary thereof within the Order Period as
set forth in Section 7(b) Indexing of Payments below.
(b) Chocking System Payments. Buyer shall pay to Seller (i) the
sum of $400,000.00 for each chocking system, as described in the
Chocking Patent, for an L780 Mod II Class drilling unit and (ii) the
sum of $600,000.00 for each chocking system, as described in the
Chocking Patent, for all other drilling units, for which Buyer
receives an agreement for the sale of such chocking system during the
Order Period executed by a third-party purchaser, which agreement is
subsequently accepted by Buyer. Such payment shall be made by Buyer to
Seller solely from the proceeds actually received by Buyer from each
sale and shall be made proportionately to Seller based upon the ratio
of the amount of each payment received by Buyer under the agreement to
the total sale price to be collected by Buyer under the agreement
multiplied by the total required payment to Seller.
(c) Date of Payment. Within thirty (30) days following (i) the
receipt by Buyer of any order for the design of a new-build Vessel
described in Section 6(a) above, or (ii) the execution by Buyer of an
agreement for the sale of a chocking system described in Section 6(b)
above, Buyer shall notify Seller of the existence, date and terms of
each such order and/or agreement pursuant to which Seller would
eventually be entitled to receive payments from Buyer under the
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provisions of Sections 6(a) and (b) above. The sums required to be
paid to Seller pursuant to the provisions of Sections 6(a) and (b)
above shall be paid by Buyer to Seller within thirty (30) days
following the receipt by Buyer of the respective fees upon which such
payments are calculated. Buyer shall provide Seller an accounting
reflecting the calculation of each required payment at the time each
payment is made to Seller.
III. Miscellaneous
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1. Continuation of Agreement. Except as modified or amended by the First
Amendment, the Second Amendment, or this Third Amendment, each and every
provision of the Agreement shall continue in full force and effect.
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2. Counterparts. This Third Amendment may be executed in multiple
counterparts, each with multiple signatures pages, and each counterpart shall
constitute one and the same agreement and shall be fully effective to bind the
Parties.
WITNESS THE SIGNATURES of the Parties this the _____ day of June, 1997.
BUYER:_________________________________________
XXXXXX & XXXXXXX, LTD. (formerly X. X. Xxxxxxxx
Holdings, Inc.)
By:____________________________________________
X. X. XXXXXXXX, CHAIRMAN OF
THE BOARD OF DIRECTORS
SELLER:
X. X. XXXXXXX ASSOCIATES, INC. (formerly Xxxxxx &
Xxxxxxx, Ltd.)
By:___________________________________
XXXXXX X. XXXXXXX, CHAIRMAN OF
THE BOARD OF DIRECTORS
SHAREHOLDER:
______________________________________
XXXXXX X. XXXXXXX
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