Exhibit 10.7
AMENDED AND RESTATED
--------------------
MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
------------------------------------------------
This Amended and Restated Management and Administrative
Services Agreement (this "Agreement"), dated as of July 18, 2000, is entered
into by and between SEACOR SMIT Inc., a Delaware corporation ("SEACOR"), and
▇▇▇▇▇▇ Offshore LLC, a Delaware limited liability company (to be renamed "▇▇▇▇▇▇
Offshore Inc." following its conversion into a corporation and herein referred
to as "▇▇▇▇▇▇").
W I T N E S S E T H :
WHEREAS, SEACOR has been providing the services of ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, Vice President-Finance and Treasurer, of SEACOR ("▇▇. ▇▇▇▇▇▇▇▇▇"), to
assist in the management and administration of ▇▇▇▇▇▇;
WHEREAS, the parties hereto desire that (i) SEACOR continue to
provide the services of ▇▇. ▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇, (ii) SEACOR provide additional
management or administrative services to ▇▇▇▇▇▇ from time to time as needed, and
(iii) SEACOR and ▇▇▇▇▇▇ formalize their agreement with respect thereto;
WHEREAS, the parties have previously formalized their
agreement with respect thereto in the Management and Administrative Services
Agreement, dated as of February 27, 1998 (the "Original Services Agreement");
and
WHEREAS, the parties hereto desire to amend and restate the
Original Services Agreement in its entirety as provided in this Agreement.
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:
ARTICLE I
MANAGEMENT AND ADMINISTRATIVE SERVICES
--------------------------------------
1.1 SEACOR agrees to continue to provide the services of ▇▇.
▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇ substantially in accordance with current practice. At the
conclusion of each calendar month, SEACOR shall render an invoice to ▇▇▇▇▇▇ for
its fee for such services, which fee shall be equal to $15,000 if ▇▇. ▇▇▇▇▇▇▇▇▇
devoted substantially all of his business time and attention to the business of
▇▇▇▇▇▇ during the applicable month and shall be proportionately reduced to the
extent that ▇▇. ▇▇▇▇▇▇▇▇▇ devotes a portion of his business time and attention
to other business matters during such month. ▇▇▇▇▇▇ shall pay to SEACOR the
amount of each such monthly invoice promptly following receipt thereof.
1
1.2 Subject to prior agreement between SEACOR and ▇▇▇▇▇▇ as to
the specific nature and extent of services to be provided by SEACOR and the
compensation to be paid to SEACOR therefor, SEACOR shall furnish, or cause its
affiliates to furnish, ▇▇▇▇▇▇ with such additional services as may be mutually
agreed upon from time to time by the parties hereto (such services together with
the services of ▇▇. ▇▇▇▇▇▇▇▇▇ referred to in Section 1.1 being referred to
collectively as "Management Services").
ARTICLE II
COMPENSATION & REIMBURSEMENT
----------------------------
2. In consideration for any Management Services provided in
accordance with Article I hereof, it is contemplated that ▇▇▇▇▇▇ shall pay
SEACOR fees that do not exceed fees charged by unrelated persons for comparable
services. Except as provided in Section 1.1, SEACOR and ▇▇▇▇▇▇ shall agree upon
the compensation to be paid to SEACOR by Chiles on or prior to SEACOR's
provision of such services; PROVIDED, HOWEVER, in the event that, at ▇▇▇▇▇▇'
request, SEACOR provides Management Services to ▇▇▇▇▇▇ in the absence of an
agreement on compensation, ▇▇▇▇▇▇ agrees to pay to SEACOR fees equal to the
reasonable value of the Management Services provided. ▇▇▇▇▇▇ further agrees to
reimburse SEACOR for all reasonable out-of-pocket expenses incurred in
connection with any Management Services provided hereunder promptly following
receipt of documentation thereof.
ARTICLE III
TERM
----
3. This Agreement shall commence on the date hereof and shall
continue until terminated by either party hereto upon not less than 180 days'
prior written notice of termination to the other party; PROVIDED, HOWEVER, that
the provisions of Article VI hereof shall continue in full force and effect
following any such termination.
ARTICLE IV
FORCE MAJEURE
-------------
4. If, at any time during the term hereof SEACOR is unable to
perform (whether in whole or in part) any of its obligations under this
Agreement by reason of the occurrence of any event or series of events beyond
its control, then, in such case, the performance of such obligations shall be
suspended to the extent and during the time that such performance is so
affected; PROVIDED, HOWEVER, that SEACOR has notified ▇▇▇▇▇▇ promptly of such
circumstances and has used its best efforts to perform its obligations
hereunder. Compensation payable by Chiles to SEACOR for Management Services
pursuant to this Agreement shall be proportionately reduced to the extent of the
non-performance by SEACOR of its obligations as provided in this Section 4.
2
ARTICLE V
OTHER ACTIVITIES OF SEACOR
--------------------------
5. It is hereby acknowledged and understood that officers and
employees of SEACOR (including, without limitation, ▇▇. ▇▇▇▇▇▇▇▇▇) may be
subject to conflicts in the allocation of management and administrative time,
services or functions between ▇▇▇▇▇▇ and other entities to which services of the
nature contemplated by this Agreement are provided. Nothing set forth in this
Agreement is intended to, nor shall anything set forth in this Agreement operate
to, restrict SEACOR, its officers or its employees from providing to other
entities management and administrative services of the nature contemplated by
this Agreement.
ARTICLE VI
INDEMNIFICATION OF SEACOR
-------------------------
6.1 ▇▇▇▇▇▇ hereby agrees, to the fullest extent permitted by
law, to indemnify and hold harmless SEACOR, its officers, directors, employees,
agents and "affiliates" (as such term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) (collectively, for the purposes of
this Article VI, the "SEACOR Indemnitees") from and against, any and all losses,
claims, demands, costs, damages, liabilities, expenses of any nature (including,
without limitation, reasonable attorneys' fees and disbursements), judgments,
fines, settlements and other amounts arising from any and all claims, demands,
actions, suits or proceedings, whether civil, criminal, administrative or
investigative, in which a SEACOR Indemnitee may be involved, or threatened to be
involved, as a party or otherwise, arising out of, based upon or relating to the
provision of Management Services by SEACOR hereunder (collectively, the
"Indemnified Matters"), except for any such Indemnified Matters that are
adjudged by a court of competent jurisdiction to have resulted from the gross
negligence, bad faith or willful misconduct of SEACOR.
6.2 For purposes of this Article VI, the termination of any
proceeding by settlement shall not, of itself, create a presumption that any
SEACOR Indemnitee acted in a manner which constituted gross negligence, bad
faith or willful misconduct; PROVIDED, HOWEVER, that a SEACOR Indemnitee shall
neither settle, nor arrange for or stipulate to the settlement of, any
Indemnified Matters without the prior written consent of ▇▇▇▇▇▇, which consent
shall not be unreasonably withheld or delayed. It is hereby acknowledged that
any SEACOR Indemnitee's right to the indemnification provided herein shall be
cumulative of, and in addition to, any and all rights to which a SEACOR
Indemnitee may otherwise be entitled by contract or as a matter of law or equity
and shall extend to its successors, assigns and legal representatives.
3
ARTICLE VII
NOTICE
------
7. All notices, requests, demands and other communications
provided for by this Agreement shall be made in writing and shall be deemed to
have been given at the time when mailed by registered or certified mail, return
receipt requested, postage prepaid, or given in person or by telecopy and
confirmed by telecopy answerback, to the following addresses of the parties
hereto or to such changed address as such party may have specified by like
notice:
If to SEACOR, to:
SEACOR SMIT Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇ to:
▇▇▇▇▇▇ Offshore LLC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: President
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE VIII
MISCELLANEOUS
-------------
8.1 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes any and all prior contracts, arrangements or understandings
between them with respect to such subject matter. This Agreement may not be
modified or amended in any manner other than by an instrument in writing signed
by each party hereto, or its respective successors or assigns, or otherwise as
provided herein.
8.2 CHOICE OF LAW. This Agreement and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of New York, without regard to the principles thereof
governing conflicts of laws.
8.3 SUCCESSORS AND ASSIGNS. Except as otherwise specifically
provided herein, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their legal representatives, successors and assigns.
4
8.4 CAPTIONS. Captions contained in this Agreement are
inserted only as a matter of convenience and are not intended to define, limit
or extend the scope or intent of this Agreement or any provision hereof.
8.5 SEVERABILITY. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
8.6 COUNTERPARTS. This Agreement may be executed and delivered
in counterparts, each of which shall be deemed to constitute an original but
both of which taken together as a whole shall constitute but one and the same
instrument.
8.7 WAIVERS. No provision of this Agreement shall be deemed to
have been waived unless such waiver is made in writing, and no such waiver with
respect to any breach or default hereunder shall be deemed or construed to be a
waiver of any other breach or default of the same provision or any other
provision of this Agreement.
[SIGNATURES BEGIN ON NEXT PAGE]
5
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their representatives thereunto duly
authorized as of the day and year first above written.
SEACOR SMIT INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
▇▇▇▇▇▇ OFFSHORE LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Chief
Executive Officer
6
