EXHIBIT 99.1
SEACOR SMIT Inc.
1370 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
February 26, 1998
SMIT Internationale N.V.
▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Dear Sirs:
Reference is made to that Asset Purchase Agreement, dated as of
December 19, 1996 (the "Purchase Agreement"), by and among SEACOR SMIT Inc.
(formerly, SEACOR HOLDINGS, Inc.) ("SEACOR"), the subsidiaries of SEACOR listed
on Exhibit A thereto (together with SEACOR, the "Purchasers"), SMIT
Internationale N.V., a corporation organized under the laws of The Netherlands
("SMIT"), and the subsidiaries of SMIT listed on Exhibit B thereto (together
with SMIT, the "Sellers"). Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to such terms in the Purchase Agreement.
This letter sets forth our mutual understanding and agreement as
follows:
1. SEACOR agrees to purchase from SMIT International Overseas B.V.
("SMIT International"), and SMIT agrees to cause SMIT International to sell,
transfer and assign to SEACOR, 712,000 shares of SEACOR Common Stock (the
"Shares") for a total purchase price (the "Share Purchase Price") of
US$37,024,000. SEACOR agrees to pay the Share Purchase Price to SMIT
International on or before March 3, 1998 by wire transfer of immediately
available funds to such account as shall be specified in writing by SMIT to
SEACOR against delivery by SMIT International to SEACOR of certificates
representing the Shares duly endorsed in blank or accompanied by stock powers
duly executed in blank and otherwise in proper form for transfer. SMIT
represents that SMIT International is the lawful record and beneficial owner of
the Shares, free and clear of all encumbrances, security agreements, security
interests, pledges, liens, claims restrictions, charges, options, purchase
rights or voting trusts or other rights.
2. SEACOR, on behalf of the Purchasers, and SMIT, on behalf of the
Sellers, hereby agree that the provisions of Section 8.1 of the Purchase
Agreement, relating to non-competition, are hereby amended to provide that such
provisions shall remain in full force and effect through and including December
19, 2001.
3. SEACOR and SMIT agree that the Salvage and Maritime Contracting
Agreement shall remain in full force and effect through and including December
19, 2001.
4. SEACOR, on behalf of the Purchasers, and SMIT, on behalf of the
Sellers, agree that, notwithstanding anything to the contrary contained in the
Purchase Agreement, the Additional Purchase Price shall consist of the sum of
(i) US$20,880,000, which shall be paid by SEACOR to SMIT on or before March 3,
1998 by wire transfer of immediately
available funds to such account as shall be specified in writing by SMIT to
SEACOR and (ii) US$23,200,000, which shall be paid by the issuance by the
Purchasers on January 1, 1999 of Additional Purchase Price Notes, in the manner
provided in Section 3.7(c)(ii) of the Purchase Agreement and subject to the
provisos contained in such Section, provided that, for purposes thereof, the
"Agreed Rate" shall be equal to the comparable five-year U.S. Treasury Note rate
as at January 1, 1999 plus 90 basis points.
5. SMIT agrees to purchase from SEACOR, and SEACOR agrees to sell,
transfer and assign to SMIT, all right, title and interest in and to the
accounts receivable identified on Schedule 1 hereto (the "Accounts Receivable")
for a purchase price in U.S. dollars equal to 90% of the aggregate face value of
the Accounts Receivable. The amount of such purchase price may be paid by
set-off and reduction of the amount payable by SEACOR to SMIT on or before March
3, 1998 pursuant to Paragraph 4 above.
This letter constitutes an amendment to the Purchase Agreement and for
purposes of Article 7 of the Purchase Agreement shall be deemed to be a "Related
Document".
Please sign this letter in the space provided below to confirm the
mutual understandings and agreements set for herein and return a signed copy to
the undersigned.
Very truly yours,
SEACOR SMIT, INC.,
individually and on behalf of all of its
subsidiaries that constitute Purchasers
under the Purchase Agreement or are
bound by the Maritime Contracting and
Salvage Agreement.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
Acknowledged and Agreed:
SMIT INTERNATIONALE N.V.
individually and on behalf of all of its subsidiaries that constitute
Sellers under the Purchase Agreement or that are bound by the Maritime
Contracting and Salvage Agreement
By:/s/ ▇.▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Vice-President
2
SCHEDULE 1
Accounts Receivable
-------------------
▇▇▇▇ ▇▇▇▇▇ MALAYSIA - SCHEDULE OF OUTSTANDING INVOICES
INVOICE DESCRIPTION AMOUNT USD
SG/047/7-0077 ▇▇▇▇ ▇▇▇▇▇ 114 - charter-hire - March 97 160 308,75
SG/045/7-0083 ▇▇▇▇ ▇▇▇▇▇ 118 - charter-hire - March 97 160 308,75
SG/045/7-0095C SL 25 - consumables credit -24 397,84
SG/047/7-0109 ▇▇▇▇ ▇▇▇▇▇ 114 - charter-hire - April 97 155 137,50
SG/045/7-0112 ▇▇▇▇ ▇▇▇▇▇ 118 - charter-hire - April 97 155 137,50
SG/045/7-0156 ▇▇▇▇ ▇▇▇▇▇ 118 - charter-hire - May 97 131 866,88
SG/047/7-0158 ▇▇▇▇ ▇▇▇▇▇ 114 - charter-hire - May 97 131 920,74
SG/047/7-0159 ▇▇▇▇ ▇▇▇▇▇ 114 - demobe fee 7 500,00
SG/045/7-0163 ▇▇▇▇ ▇▇▇▇▇ 118 - demobe fee 7 500,00
SG/045/7-0208C ▇▇▇▇ ▇▇▇▇▇ 118 - offhire fuel credit -32 533,48
SG/047/7-0209C ▇▇▇▇ ▇▇▇▇▇ 114 - offhire fuel credit -32 803,69
818 945,11
r/r 24/2/98
3