EXHIBIT 4
June 13, 2002
Xxxxxxx X. Xxxx
Chief Executive Officer
Seabulk International, Inc.
0000 Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Dear Xxxxxxx:
Reference is hereby made to that certain Stock Purchase
Agreement, dated June 13, 2002, by and among Seabulk International, Inc. (which,
together with its subsidiaries and affiliates is hereinafter referred to as the
"Company") and the Investors listed on Schedule I thereto (the "Purchase
Agreement"). Capitalized terms that appear herein that are not otherwise defined
shall have the meaning ascribed to them in the Purchase Agreement. This letter
agreement (this "Agreement") confirms our understanding that the Company has
agreed, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, to pay to (i) Carlyle/Riverstone Energy Partners, L.P. a one-time
transaction fee of $1,000,000 (the "Riverstone Fee"), upon the Closing, and (ii)
Credit Suisse First Boston Corporation a one-time transaction fee of $2,000,000
(the "CSFB Fee" and together with the Riverstone Fee, the "Transaction Fee"),
upon the Closing. For the avoidance of doubt, the Transaction Fee shall only be
paid if the Closing occurs.
The validity and interpretation of this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of New York applicable to agreements made and to be fully performed
therein (excluding the conflicts of law rules).
This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
The benefits of this Agreement shall inure to the parties
hereto, their respective successors and assigns and the obligations and
liabilities assumed in this Agreement by the parties hereto shall be binding
upon their respective successors and assigns.
Very truly yours,
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxx Xxxxxxxxxx
-----------------------------------------
Name: Xxx Xxxxxxxxxx
Title:
CARLYLE/RIVERSTONE ENERGY PARTNERS, L.P.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:
SEABULK INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
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