SEACOR SMIT Inc.
1370 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 26, 1998
SMIT Internationale N.V.
Xxxxxxxxxx 0
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Dear Sirs:
Reference is made to that Asset Purchase Agreement, dated as of December
19, 1996 (the "Purchase Agreement"), by and among SEACOR SMIT Inc. (formerly,
SEACOR HOLDINGS, Inc.) ("SEACOR"), the subsidiaries of SEACOR listed on Exhibit
A thereto (together with SEACOR, the "Purchasers"), SMIT Internationale N.V., a
corporation organized under the laws of The Netherlands ("SMIT"), and the
subsidiaries of SMIT listed on Exhibit B thereto (together with SMIT, the
"Sellers"). Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
The letter sets forth our mutual understanding and agreement as follows:
1. SEACOR agrees to purchase from SMIT International Overseas B.V. ("SMIT
International"), and SMIT agrees to cause SMIT International to sell, transfer
and assign to SEACOR, 712,000 shares of SEACOR Common Stock (the "Shares") for a
total purchase price (the "Share Purchase Price") of US$37,024,000. SEACOR
agrees to pay the Share Purchase Price to SMIT International on or before March
3, 1998 by wire transfer of immediately available funds to such account as shall
be specified in writing by SMIT to SEACOR against delivery by SMIT International
to SEACOR of certificates representing the Shares duly endorsed in blank or
accompanied by stock powers duly executed in blank and otherwise in proper form
for transfer. SMIT represents that SMIT International is the lawful record and
beneficial owner of the Shares, free and clear of all encumbrances, security
agreements, security interests, pledges, liens, claims restrictions, charges,
options, purchase rights or voting trusts or other rights.
2. SEACOR, on behalf of the Purchasers, and SMIT, on behalf of the
Sellers, hereby agree that the provisions of Section 8.1 of the Purchase
Agreement, relating to non-competition, are hereby amended to provide that such
provisions shall remain in full force and effect through and including December
19, 2001.
3. SEACOR and SMIT agree that the Salvage and Maritime Contracting
Agreement shall remain in full force and effect through and including December
19, 2001.
4. SEACOR, on behalf of the Purchasers, and SMIT, on behalf of the
Sellers, agree that, notwithstanding anything to the contrary contained in the
Purchase Agreement, the Additional Purchase Price shall consist of the sum of
(i) US$20,880,000, which shall be paid by SEACOR to SMIT on or before March 3,
1998 by wire transfer of immediately available funds to such account as shall be
specified in writing by SMIT to SEACOR and (ii) US$23,200,000, which shall be
paid by the issuance by the Purchasers on January 1, 1999 of Additional Purchase
Price Notes, in the manner provided in Section 3.7(c)(ii) of the Purchase
Agreement and subject to the provisos contained in such Section, provided that,
for purposes thereof, the "Agreed Rate" shall be equal to the comparable five-
year U.S. Treasury Note rate as at January 1, 1999 plus 90 basis points.
----
5. SMIT agrees to purchase from SEACOR, and SEACOR agrees to sell,
transfer and assign to SMIT, all right, title and interest in and to the
accounts receivable identified on Schedule 1 hereto (the "Accounts Receivable")
for a purchase price in U.S. dollars equal to 90% of the aggregate face value of
the Accounts Receivable. The amount of such purchase price may be paid by set-
off and reduction of the amount payable by SEACOR to SMIT on or before March 3,
1998 pursuant to Paragraph 4 above.
This letter constitutes an amendment to the Purchase Agreement and for
purposes of Article 7 of the Purchase Agreement shall be deemed to be a "Related
Document".
Please sign this letter in the space provided below to confirm the mutual
understandings and agreements set forth herein and return a signed copy to the
undersigned.
Very truly yours,
SEACOR SMIT, INC.,
individually and on behalf of all of its
subsidiaries that constitute Purchasers
under the Purchase Agreement or are bound
by the Maritime Contracting and Salvage
Agreement.
By /s/ Xxxxxxx Xxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Executive Vice President
Acknowledged and Agreed:
SMIT INTERNATIONALE N.V.
individually and on behalf of all of its subsidiaries that
constitute Sellers under the Purchase Agreement or
that are bound by the Maritime Contracting and
Salvage Agreement.
By: /s/ X. X. Xxxxxxxx
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Name: X. X. Xxxxxxxx
Title: Vice-president
Smit Internationale N.V.
