Amendment No. 1 to Asset Purchase Agreement between ACON Offshore Partners, L.P. and Friede Goldman Entities
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This amendment updates the Asset Purchase Agreement originally signed on November 15, 2002, between ACON Offshore Partners, L.P. (the Buyer) and several Friede Goldman entities (the Sellers). The amendment adds new contracts for the Buyer to assume, clarifies which items of personal property are included or excluded from the sale, and updates specific asset lists and descriptions. The changes are effective as of January 29, 2003, and are intended to ensure both parties have a clear understanding of the assets and obligations being transferred.
EX-10.21 4 dex1021.txt AMENDMENT #1 TO ASSET PURCHASE AGREEMENT EXHIBIT 10.21 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 29th day of January, 2003 by and between ACON Offshore Partners, L.P., a Delaware limited partnership, or its designees ("Buyer"), on the one hand, and Friede Goldman Halter, Inc., a Mississippi corporation ("FGH"), Friede Goldman Offshore Texas, Limited Partnership, a Louisiana limited partnership ("FGOT"), TDI-Orange, Limited Partnership, a Louisiana limited partnership ("TDI"), and Friede Goldman Offshore, Inc., a Mississippi corporation ("FGO", and collectively with FGH, TDI and FGOT, "Seller"), on the other hand. (All capitalized terms used but not defined herein shall have the same definitions for such terms as set forth in the APA referred to below.) WHEREAS, Buyer and Seller entered into that certain Asset Purchase Agreement, dated as of November 15, 2002 (the "APA"), 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 and Seller hereby desire to add as Other Contracts being assumed by Buyer certain agreements entered into by Seller after the Execution Date and to clarify certain items of Personal Property being acquired by Buyer; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments to Exhibit "A-3". Exhibit "A-3" to the APA is hereby amended by inserting the following at the end thereof: "FGOT 17. Stacking Agreement, dated December 13, 2002, by and between FGOT and Diamond Offshore (USA) Inc. (Ocean New Era). 18. Master Service Agreement, dated December 20, 2002, by and between FGOT and Transocean Offshore Deepwater Drilling Inc. 19. General Terms and Conditions for Vessel Refurbishment, dated December 6, 2002, by and between FGOT and Navigare International, Inc. FGO East 20. To the extent transferable, any Construction Contracts (as such term is defined in that certain Security Agreement dated December 2, 1997, by and between FGO (successor-in-interest to HAM Marine, Inc.) and the United States of America, represented by the Secretary of Transportation, acting by and through the Maritime Administrator, Contract No. MA-13338, as amended), including any outstanding and transferable warranty rights thereunder." 2. Amendments to Exhibit "B". Exhibit "B" to the APA is hereby amended as follows: (a) The thirty-sixth line on page 37 that lists a Ford F-350 pick-up truck with serial number 1fdkf37m3jnb18531 is hereby deleted in its entirety. (b) The eleventh line on page 38 that lists a 48' flat bed trailer with serial number MER4020-12 is hereby deleted in its entirety. (c) The sixth line on page 46 that lists a Ford F-250 pick-up truck with serial number 1FTEF25Y8PNB30006 is hereby deleted in its entirety. (d) The forty-ninth line on page 57 that lists "1 Lot Trailers" is hereby deleted in its entirety and the following four lines substituted therefor:
(e) The sixty-second line on page 49 for "Single wide Office Trailers" is hereby deleted in its entirety and the following two lines substituted therefor:
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(f) The first line on page 46 for "Office Trailer" is hereby deleted in its entirety and the following substituted therefor:
(g) The following three lines are hereby added on page 72 at the end thereof:
3. Amendments to Exhibit "F-1". Exhibit "F-1" to the APA is hereby amended by deleting in their entirety the first ten lines on page 1 thereto and substituting the following therefor:
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4. Amendments to Exhibit "F-2". Exhibit "F-2" to the APA is hereby amended as follows: (a) The third line on page 1 that lists a "4100 Series II Ringer / Barge (Jack King)" is hereby deleted in its entirety and the following substituted therefor:
(b) The twenty-seventh, twenty-eighth and twenty-ninth lines on page 1 are hereby deleted in their entirety and the following substituted therefor:
(c) The thirty-second line on page 1 that lists a "Boat, Tow (Maggie D)" is hereby amended by inserting the following serial number in the seventh column thereof: "599351". (d) The thirty-third line on page 1 that lists a "Dual Carrier" is hereby amended by inserting the following serial number in the seventh column thereof: "1062576". 4 (e) The fourteenth line on page 3 is hereby amended by deleting the serial number "MF1850226" in the seventh column thereof and substituting the following serial number therefor: "MF1850026". (f) The twenty-sixth line on page 3 is hereby amended by deleting the serial number "YARD #8" in the seventh column thereof and substituting the following serial number therefor: "R778994". (g) The thirty-second line on page 3 is hereby amended by deleting the serial number "U1970081392" in the seventh column thereof and substituting the following serial number therefor: "U1970813982". (h) The forty-first line on page 3 is hereby amended by deleting the serial number "U1971209737" in the seventh column thereof and substituting the following serial number therefor: "U1971207737". (i) The sixty-eighth line on page 3 is hereby amended by deleting the serial number "U1971004259" in the seventh column thereof and substituting the following serial number therefor: "U1971004255". (j) The seventy-fourth line on page 3 through and including the twelfth line on page 4 are hereby deleted in their entirety and the following substituted therefor:
(k) The thirteenth line on page 4 for a Miller Welding Machine with serial number KH462590 is hereby amended by deleting the count number "6" in the eighth column thereof and substituting the following count number therefor: "1". (l) The sixty-third line on page 4 through the twenty-second line on page 5 are hereby deleted in their entirety and the following substituted therefor:
(m) The following is hereby added on page 5 at the end thereof:
5. Continuation of APA. Except as modified by this Amendment, the APA shall continue in full force and effect. 6. Counterparts. This Amendment may be signed in counterparts and may be executed by the exchange of facsimile signature pages. [SIGNATURE PAGE FOLLOWS] 6 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. ACON OFFSHORE PARTNERS, L.P. By: ACON Offshore, LLC, its General Partner By: /s/ Jonathan Ginns ---------------------------------------------- Name: Jonathan Ginns -------------------------------------------- Title: President ------------------------------------------- FRIEDE GOLDMAN HALTER, INC. By: /s/ Chris Cunningham ---------------------------------------------- Name: Chris Cunningham Title: Senior Vice President FRIEDE GOLDMAN OFFSHORE, INC. By: /s/ Chris Cunningham ---------------------------------------------- Name: Chris Cunningham Title: Senior Vice President FRIEDE GOLDMAN OFFSHORE TEXAS, LIMITED PARTNERSHIP By: Maritime Holdings, Inc., its General Partner By: /s/ Chris Cunningham ---------------------------------------------- Name: Chris Cunningham Title: Senior Vice President TDI-ORANGE, LIMITED PARTNERSHIP By: Maritime Holdings, Inc., its General Partner By: /s/ Chris Cunningham ---------------------------------------------- Name: Chris Cunningham Title: Senior Vice President 7
