SALE AND PURCHASE AGREEMENT
This Agreement made and entered into this 28th day of
October, 1996 by and among Seacor Marine, Inc., a Delaware
corporation (sometimes referred to as "Seller") and Trico Marine
Assets, Inc., a Delaware corporation (sometimes referred to as
"Purchaser").
WHEREAS, Seacor Marine, Inc. is the owner of the U.S. flag
Vessel M/V "BOON" Official Number 643782 (sometimes referred to
as "Vessel");
WHEREAS, Seller desires to sell Vessel to the PURCHASER;
WHEREAS, the Purchaser desires to purchase the Vessel upon
the following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual
conenants an premises contained herein and for other good and
valuable consideration, the parties agree as follows:
1. Seller agrees to sell and Purchaser agrees to purchase the
Vessel together with the Vessel's engines, tackle,
necessaries, apparel, spare parts, cordage, general outfit,
electronic and navigation equipment, and all other
appurtenances and appliances aboard the Vessel. Purchaser
agrees to purchase at Seller's cost all fuel and lube oil
inventories as on board and belonging to the Seller at the
Closing. Seller shall provide an invoice for these items
prior to the Closing. Purchaser agrees, at its sole cost
and expense, that upon delivery of the Vessel, Purchaser
will change the name of the Vessel and remove any insignia
referring to the Seller.
2. The purchase price for the Vessel shall be US$3,645,000.
(UNITED STATES DOLLARS THREE MILLION SIX HUNDRED FORTY-FIVE
THOUSAND) cash (the "Purchase Price").
3. As a security for the correct fulfillment of its obligations
under the contract, the Purchaser shall pay a deposit of 10%
- ten per cent - of the Purchase Money within 3 banking days
from the date of this agreement. This amount shall be
deposited with Jacq. Pierot Jr. & Sons, Inc. (Pierot) and
held by them in Escrow at Republic National Bank of New York
in the joint name of the Sellers and the Purchaser. Such
deposit shall be returned to Purchaser promptly in the event
Purchaser terminates this agreement in accordance with
Section 5, or Seller breaches its covenants or agreement
hereunder. Interest, if any, to be credited the Purchaser.
Should the Vessel become a total or constructive total loss
before Closing the deposit shall immediately be released to
the Purchaser and the contract thereafter considered null
and void.
Both the Sellers and the Purchaser agree to sign Pierot's
Standard Escrow agreement.
4. Payment of the Purchase Price to Seller shall be made at the
Closing by immediately available funds less the security
deposit held in Escrow.
5. The Closing of the sale of the Vessel shall occur after
November 15, 1996 and prior to December 15, 1996 at the
offices of Seacor Marine Services, Inc., Houston, Texas.
Seller shall give Purchaser 7 days prior written notice of
Closing date, which date shall not be later than December
15, 1996. The Seller and the Purchaser agree that the
Vessel shall be delivered at a mutually agreeable location
offshore on the date of Closing. In the event the Closing
does not occur prior to or on December 15, 1996, the
Purchaser shall have the option to terminate this agreement,
provided, however, that the party whose breach of its
representations and warranties in this agreement or whose
failure to perform any of its covenants or agreements under
this agreement has resulted in the failure of the Closing to
occur on or before December 15, 1996 shall not be entitled
to terminate this agreement.
6. Except to the extent waived in the Purchaser's sole
discretion, Purchaser's obligation to purchase the Vessel
from Seller is expressly conditioned on: (i) Seller's
representations and warranties being true and correct as of
the Closing Date; (ii) execution and delivery of this Sale
and Purchase Agreement by Seller; and (iii) the delivery at
Closing of those documents particularly described in
paragraph 14.
7. Except to the extent waived in Seller's sole discretion,
Seller's obligation to sell the Vessel is expressly
conditioned on: (i) Purchaser's representations and
warranties being true and correct; (ii) delivery and
execution by Purchaser of this Sale and Purchase Agreement;
(iii) payment of the purchase price in accordance with
paragraph 2 and 4; and (iv) delivery at Closing of those
documents particularly described in paragraph 15.
8. Seller warrants and represents that it has good and lawful
title to the whole of the Vessel and that the Vessel is not
subject to any mortgage (except preferred ship mortgages,
which mortgages shall be satisfied at Closing), pledge,
claims, conditional sales agreement, encumbrance, tax
charges, liens, or assessments or other charge of any nature
or kind whatsoever. The Vessel may be operating on standard
offshore industry terms, in which case Seller has provided
or will provide on request to Purchaser information
concerning such operation. Seller agrees to indemnify,
defend and hold Purchaser harmless from and against any and
all such liens, encumbrances, claims or charges asserted
against the Vessel being sold hereunder which accrued or
occurred prior to Closing whether known or unknown.
9. The Vessel shall be delivered free of cargo to the Buyers
and with its mid-term inspection (which is due November
1996) completed and accredited but otherwise in
substantially the same condition as when inspected by the
Buyers, fair wear and tear excepted but "AS IS, WHERE IS,"
without any warranties whatsoever as to the fitness,
condition, seaworthiness, or suitability of the Vessel sold
and transferred for any particular purpose.
10. The Purchasers have inspected the Vessel and all
documentation that they have determined relevant to satisfy
themselves as to the present condition of the Vessel as
being acceptable for their purposes. This sale is therefore
outright and not subject to further inspection.
11. Seller and Purchaser each for itself represent and warrants
that it is a citizen of the United States within the
meaning of Section 2 of the Shipping Act of 1916, as amended
(46 U.S.C. 802).
12. Seller and Purchaser each for itself warrants and represents
that it is a company duly organized, validly existing and in
good standing under the laws of its state of incorporation
and in good standing in the states and jurisdictions in
which it conducts business and each has all corporate power
and authority to sell and purchase, respectively, the Vessel
transferred under this Agreement.
13. Seller and Purchaser each for itself represents and warrants
that the purchase and sale contemplated hereby has been duly
authorized by all necessary corporate action, and this
Agreement constitutes its valid and binding obligation,
enforceable against it in accordance with the terms of this
Agreement.
14. The Seller shall deliver to the Purchaser at Closing:
A. A valid and sufficient Xxxx of Sale transferring title
to the Vessel to the Purchaser which shall contain such
warranties of title and disclaimers as set forth
hereinabove.
B. The Certificate of Documentation for the Vessel, if
available, or if not available, a copy of same.
C. Secretary's certificate stating authorization of Seller
for the transaction described in this Agreement.
D. Satisfaction of mortgages, if any, bearing against the
Vessel so that the Vessel shall be sold to Purchaser
free and clear of all recorded liens and encumbrances.
E. Any and all U.S. Coast Guard documentation reasonably
required in connection with the sale and purchase
hereunder.
F. Copies or originals of all other documents, plans and
manuals in Sellers possession, if any.
15. The Purchaser shall deliver to the Seller at Closing:
A. Evidence of payment of the Purchase Price less the
escrow.
B. Any and all United States Coast Guard documentation
reasonably required in connection with the consummation
of the sale and purchase hereunder.
16. The parties agreed to coordinate delivery so as to assure
that sale tax will not be payable.
17. This Agreement shall be governed by the laws of the State of
New York and when applicable the Maritime Laws of the United
States.
18. If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or enforceability shall not
affect or impair the validity or enforceability of the
remaining provisions of this Agreement.
19. This Agreement constitutes the entire understanding of the
parties and supersedes any and all other agreements, written
or oral, with respect to the subject matter herein.
20. This Agreement may only be modified or amended by a written
instrument signed by both parties.
21. This Agreement may be executed by the Parties hereto in any
number of counterparts, each of which together shall
constitute but one in the same instrument.
22. This transaction shall remain confidential and shall not be
disclosed except as required by applicable law. Public
announcements shall be coordinated among the parties to the
contract.
23. This transaction has been approved by the Board of Directors
of both the Purchasers and Sellers.
24. Both Seller and Purchaser acknowledge the only Broker
involve in this transaction is Jacq. Pierot Jr. & Sons, Inc.
and the Seller shall be responsible for the brokerage
commission which is due.
IN WITNESS WHEREOF, the parties have set their hand and seal
through their duly authorized officers on the date first above
stated.
WITNESSES: TRICO MARINE ASSETS, INC.,
PURCHASER
/s/ witness By: /s/ Xxxxxx X. Xxxxx
______________________ _________________________
Its: Vice President
/s/ witness
______________________
SEACOR MARINE, INC., SELLER
/s/ witness By: /s/ Xxxxxxx Xxxxxxxxx
______________________ ________________________
Its: Chairman
/s/ witness
_____________________
