Amendment No. 2 to Asset Purchase Agreement between Vision Technologies Kinetics, Inc. and Friede Goldman Halter, Inc. et al.

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 changes the purchase price to $67 million and requires the Buyer to make necessary antitrust filings within five business days after court approval. All other terms of the original agreement remain unchanged.

EX-10.18 8 dex1018.txt AM. NO. 2 TO ASSET PURCHASE AGREEMENT EXHIBIT 10.18 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 2 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; and WHEREAS, Buyer has prevailed as the successful bidder at the Auction and the parties hereby desire to amend the Purchase Agreement accordingly; 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) Section 2.1.1 of the Purchase Agreement is hereby amended by substituting the following as the Purchase Price: "Sixty-Seven Million Dollars ($67,000,000)". (b) The following is hereby added as a new Section 8.10 to the Purchase Agreement: 1 "8.10 HSR Act Filing By no later than five (5) business days following entry of the Approval Order by the Bankruptcy Court, Buyer shall make all applicable filings with the Federal Trade Commission and the Department of Justice required under the HSR Act." 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. 2 to Asset Purchase Agreement as of the day and year first above written. VISION TECHNOLOGIES KINETICS INC. By: /s/ Alan Bragassam --------------------------------------------- Name: Alan Bragassam Title: Authorized Officer 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 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 2 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 3