Amendment No. 1 to Asset Purchase Agreement between Vision Technologies Kinetics, Inc. and Friede Goldman Halter, Inc. et al.
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Summary
This amendment updates the Asset Purchase Agreement between Vision Technologies Kinetics, Inc. (the buyer) and Friede Goldman Halter, Inc. and its affiliates (the sellers), who are debtors-in-possession in bankruptcy. The amendment clarifies which assets and real property are included or excluded from the sale, updates certain definitions, and incorporates a new property survey. All other terms of the original agreement remain in effect. The amendment is effective as of July 23, 2002.
EX-10.17 7 dex1017.txt AM. NO. 1 TO PURCHASE AGREEMENT EXHIBIT 10.17 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is made and entered into as of this 23rd day of July, 2002, by and between Vision Technologies Kinetics, Inc., a Delaware corporation, or its nominee as designated under Section 10.13 (the "Buyer"), on the one hand, and Friede Goldman Halter, Inc., a Mississippi corporation, Halter Marine, Inc., a Nevada corporation, Halter Marine, Inc., a Louisiana corporation, Halter Gulf Repair, Inc., a Delaware corporation, Halter Marine Services, Inc., a Mississippi corporation, Halter Marine Gulfport, Inc., a Nevada corporation, Gulf Coast Fabrication, Inc., a Mississippi corporation, and Halter Marine Pascagoula, Inc., a Delaware corporation, Debtors-in-Possession (collectively the "Seller") under jointly administered Case No. 01-52173 in the United States Bankruptcy Court in the Southern District of Mississippi filed on April 19, 2001. (All capitalized terms used but not defined herein shall have the same definitions for such terms as set forth in the Purchase Agreement referred to below.) WHEREAS, Buyer and Seller entered into that certain Asset Purchase Agreement, made and entered into as of July 23, 2002, as amended (the "Purchase Agreement"), pursuant to which Seller agreed to sell, and Buyer agreed to buy, substantially all of the assets used in connection with the Business; WHEREAS, Seller has caused a survey to be prepared by Grant Houston Gilleon, P.L.S of Wink Incorporated in connection with the matters concerning the transfer of Real Property; WHEREAS, Buyer and Seller hereby desire to amend the Purchase Agreement to clarify certain matters therein regarding the transfer of Real Property; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments. (a) The definition of "Current Assets" immediately following Section 2.2.4 of the Purchase Agreement is hereby amended by inserting the following at the end thereof immediately before the period: "nor any accounts receivable, work-in-process and other current assets of the Business relating to any Other Contract other than those Other Contracts listed on Exhibit "A-3a" (b) Those items listed on Annex "A" to this Amendment shall not be included as "Property" transferred by Seller to Buyer under the Purchase Agreement and shall be "Excluded Assets," as such term is defined and used in the Purchase Agreement. (c) Exhibit "A-4.6" to the Purchase Agreement is hereby amended by adding the following as new paragraphs at the end of such exhibit: ."AND ALSO, that parcel of property depicted as Parcel "B" (being approximately 7.718 acres more or less and a part of Lot 49 Port Bienville Subdivision, on file as Book 5, Pages 2-4 Hancock County, Mississippi) on the plat of survey dated May 9-15, 2002, prepared by Grant Houston Gilleon, P.L.S. 2590 of Wink, Incorporated, said survey being incorporated herein by reference. LESS AND EXCEPT, that parcel of property depicted as Parcel "A" (being approximately 7.292 acres more or less and a part of Lot 36 and all of Lot 37, Port Bienville Subdivision, on file as Book 5, Pages 2-4, Hancock County, Mississippi) on the plat of survey dated May 9-15, 2002, prepared by Grant Houston Gilleon, P.L.S. 2590 of Wink, Incorporated, said survey being incorporated herein by reference." 2. Continuation of Purchase Agreement. Except as modified by this Amendment, the Purchase Agreement shall continue in full force and effect. 3. Counterparts. This Amendment may be signed in counterparts and may be executed by the exchange of facsimile signature pages. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Asset Purchase Agreement as of the day and year first above written. VISION TECHNOLOGIES KINECTICS, INC. By: /s/ Alan Bragassam ----------------------------------------------- Name: Alan Bragassam Title: Authorized Officir FRIEDE GOLDMAN HALTER, INC. By: /s/ Richard T. McCreary ----------------------------------------------- Name: Richard T. McCreary Title: Senior Vice President-Administration HALTER MARINE, INC., a Nevada corporation By: /s/ Richard T. McCreary ----------------------------------------------- Name: Richard T. McCreary Title: Executive Vice President HALTER MARINE, INC., a Louisiana corporation By: /s/ Richard T. McCreary ----------------------------------------------- Name: Richard T. McCreary Title: Executive Vice President HALTER MARINE SERVICES, INC. By: /s/ Richard T. McCreary ----------------------------------------------- Name: Richard T. McCreary Title: Executive Vice President HALTER MARINE GULFPORT, INC. By: /s/ Richard T. McCreary ----------------------------------------------- Name: Richard T. McCreary Title: Executive Vice President HALTER MARINE PASCAGOULA, INC. By: /s/ Richard T. McCreary ----------------------------------------------- Name: Richard T. McCreary Title: Executive Vice President GULF COAST FABRICATION, INC. By: /s/ Richard T. McCreary ----------------------------------------------- Name: Richard T. McCreary Title: Executive Vice President HALTER GULF REPAIR, INC. By: /s/ Richard T. McCreary ----------------------------------------------- Name: Richard T. McCreary Title: Executive Vice President Annex A EXHIBIT "A-2" Excluded Other Leases
EXHIBIT "A-3" Other Contracts (to be excluded)
Excluded Personal Property Items Excluded from Exhibit "B" From Exhibit "B", Personal Property (Computer Equipment): Exclude all leased items of computer equipment. Exhibit B-2 Leased Personal Property (from GE) "Excluded Leased Personal Property"
81-Moss Point Marine O-Operational Equipment 84-Halter Lockport F-Facility Equipment by "Lot" 86-Halter Moss Point R-Rollingstock 88-Halter Gulfport 258-Halter Port Bienville W-Welding Equipment 292-Halter Pascagoula
81-Moss Point Marine O-Operational Equipment 84-Halter Lockport F-Facility Equipment by "Lot" 86-Halter Moss Point R-Rollingstock 88-Halter Gulfport 258-Halter Port Bienville W-Welding Equipment 292-Halter Pascagoula
81-Moss Point Marine O-Operational Equipment 84-Halter Lockport F-Facility Equipment by "Lot" 86-Halter Moss Point R-Rollingstock 88-Halter Gulfport 258-Halter Port Bienville W-Welding Equipment 292-Halter Pascagoula
81-Moss Point Marine O-Operational Equipment 84-Halter Lockport F-Facility Equipment by "Lot" 86-Halter Moss Point R-Rollingstock 88-Halter Gulfport 258-Halter Port Bienville W-Welding Equipment 292-Halter Pascagoula
81-Moss Point Marine O-Operational Equipment 84-Halter Lockport F-Facility Equipment by "Lot" 86-Halter Moss Point R-Rollingstock 88-Halter Gulfport 258-Halter Port Bienville W-Welding Equipment 292-Halter Pascagoula
81-Moss Point Marine O-Operational Equipment 84-Halter Lockport F-Facility Equipment by "Lot" 86-Halter Moss Point R-Rollingstock 88-Halter Gulfport 258-Halter Port Bienville W-Welding Equipment 292-Halter Pascagoula
81-Moss Point Marine O-Operational Equipment 84-Halter Lockport F-Facility Equipment by "Lot" 86-Halter Moss Point R-Rollingstock 88-Halter Gulfport 258-Halter Port Bienville W-Welding Equipment 292-Halter Pascagoula