SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 1997
HALTER MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12159 75-2656828
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
13085 Industrial Seaway Road, Gulfport, Mississippi 39503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601)896-0029
(Not Applicable)
(Former name or former address, if changed since last report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
On April 4, 1997, Halter Marine, Inc., a wholly owned
subsidiary of the Registrant, purchased fifty-one percent of the
issued and outstanding capital stock of Maritime Holdings, Inc., a
Delaware corporation ("MHI"), of which the primary asset of MHI is
eighty percent of the issued and outstanding capital stock of Texas
Drydock, Inc., a Texas corporation ("Texas Drydock").
Simultaneously, Halter Marine, Inc. purchased fifty-one percent of
the other twenty percent of the issued and outstanding capital
stock of Texas Drydock. At the same time Halter Marine, Inc.
obtained options to acquire the remaining forty-nine percent of the
MHI stock and the remaining forty-nine percent of the other twenty
percent of the Texas Drydock stock.
On May 16, 1997, Halter Marine, Inc. purchased the remaining
forty-nine (49%) of the issued and outstanding stock of MHI from
Messrs. Thomas C. Weller, Jr., Ronald J. Stevens and Rick S. Rees
for $21,600,000 and the remaining forty-nine percent (49%) of the
other twenty percent (20%) of Texas Drydock (the name of which has
been changed to TDI-Halter, Inc.) from Mr. Don O. Covington for
$5,400,000. Halter Marine, Inc. executed its promissory notes
payable to or for the benefit of the Sellers bearing interest at,
seven and one-tenth percent (7.1%) per annum, both principal and
interest due January 15, 1998, in payment of the purchase price.
Mr. Rick S. Rees, Executive Vice President and director of the
Registrant, was a recipient of one of the notes in the principal
amount of $4,070,942 and has a 15.18% interest in the $1,000,000
note delivered to the escrow agent.
TDI-Halter, Inc. is engaged in marine repair and manufacturing
of offshore drilling and workover units, operating six shipyards in
southeast Texas. Halter intends to continue and expand the
operations of TDI-Halter, Inc.
<PAGE>
Item 7. Financial Statements and Exhibits.
List below the financial statements, pro forma financial
information and exhibits, if any, filed as a part of this report.
(a) Financial Statements of Business Acquired.
[To be supplied by amendment.]
(b) Pro Forma Financial Information.
[To be supplied by amendment.]
(c) Exhibits.
99.9 Amendment No. 2 to Stock Purchase Agreement by and
among Thomas C. Weller, Jr., Ronald J. Stevens, Rick
S. Rees, Don O. Covington and Halter Marine,
Inc., dated May 15, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
HALTER MARINE GROUP, INC.
(Registrant)
By: /s/ John Dane, III
John Dane, III
Chairman, President and
Chief Executive Officer
Date: May 30, 1997
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
99.9 Amendment No. 2 to Stock Purchase Agreement by and
among Thomas C. Weller, Jr., Ronald J. Stevens, Rick
S. Rees, Don O. Covington and Halter Marine, Inc.,
dated May 15, 1997
<PAGE>
AMENDMENT NO. 2 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 ("Amendment No. 2"), dated this 15th day
of May, 1997, amends the STOCK PURCHASE AGREEMENT dated as of
February 14, 1997, as amended by AMENDMENT NO. 1 TO STOCK PURCHASE
AGREEMENT dated as of April 4, 1997, (as amended, the "Agreement")
by and among THOMAS C. WELLER, JR., RONALD J. STEVENS, RICK S. REES
and DON O. COVINGTON as Sellers and HALTER MARINE, INC. as
Purchaser,
W I T N E S S E T H:
WHEREAS, Article 12 of the Agreement grants to Purchaser an
irrevocable option to purchase from the MHI Sellers the MHI Option
Shares and an option to purchase from the Texas Drydock Seller the
Texas Drydock Option Shares (collectively, the "Purchase Option")
exercisable no earlier than twelve (12) months after the Closing
Date and no later than twenty-four (24) months after the Closing
Date, at the Purchase Option Total Exercise Price to be determined
by negotiations but not less than Twenty Million Five Hundred
Eighty Thousand Dollars ($20,580,000.00) and not exceeding Thirty
Million Dollars ($30,000,000.00); and
WHEREAS, the parties desire to amend the Agreement to provide
(a) that the Purchase Option Total Exercise Price shall be Twenty-
Seven Million Dollars ($27,000,000.00) payable as provided herein,
and (b) that the time of exercise of the options shall be at any
time on or before twenty-four (24) months after the Closing Date;
and
WHEREAS, Purchaser desires to exercise the Purchase Option and
the parties desire to provide for the Purchase Option Closing upon
such exercise;
NOW, THEREFORE, the parties do hereby agree as follows:
1.
Capitalized terms used in this Amendment No. 2 shall have the
same meanings as set forth in the Agreement, unless otherwise
specifically defined herein or the context shall clearly indicate
otherwise.
2.
Section 12.5 of the Agreement is hereby amended to read in its
entirety as follows:
"12.5 Purchase Option Total Exercise Price. The
total consideration (the "Purchase Option Total Exercise
Price") to be paid by Purchaser upon exercise of the
options granted to Purchaser to purchase the MHI Option
Shares and the Texas Drydock Option Shares shall be
Twenty-Seven Million Dollars ($27,000,000.00)" which
shall be payable by Purchaser's execution and delivery of
five promissory notes (the "Promissory Notes"), each
dated the Purchase Option Closing Date, substantially in
the form of Exhibits 1 through 5 attached hereto.
3.
Section 12.6 of the Agreement is amended to read in its
entirety as follows:
"12.6 Time of Exercise of Purchase Options. The
options granted to Purchaser to purchase the MHI Option
Shares and the Texas Drydock Option Shares must be
exercised at the same time and may not be separately
exercised and shall be exercised, if at all, at any time
after the Closing Date and no later than twenty-four (24)
months after the Closing Date. Time is of the essence
hereof."
4.
Purchaser hereby exercises the Purchase Option for the
Purchase Option Total Exercise Price. It is understood and agreed
by and among the parties that notwithstanding the provisions of
Section 12.7 of the Agreement regarding the Notice of Exercise,
this Amendment No. 2 is hereby substituted for, and shall serve as,
the Purchaser's Notice of Exercise as defined in Section 12.7 of
the Agreement.
5.
It is further understood and agreed by and among the parties
that notwithstanding the provisions of Section 12.7 and Section
12.8 of the Agreement regarding the Purchase Option Closing Date
and the Purchase Option Closing, the place for the Purchase Option
Closing shall be the offices of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., 201 St. Charles Avenue, New Orleans,
Louisiana 70170-5100 and that the date for the Purchase Option
Closing Date shall be May 15, 1997, or at such other date, time or
place as the parties may agree.
6.
Section 12.9 of the Agreement is amended to read in its
entirety as follows:
"12.9 Deliveries at Purchase Option Closing. At
the Purchase Option Closing:
<PAGE>
(a) The Purchaser will execute and deliver to the
Escrow Agent and the Sellers the Promissory Notes bearing
their respective names as Payees.
(b) The Escrow Agent will deliver to the Purchaser
the certificates representing the MHI Option Shares, duly
endorsed (or accompanied by duly executed stock powers),
for transfer to Purchaser and the certificates
representing the Texas Drydock Option Shares, duly
endorsed (or accompanied by duly executed stock powers),
for transfer to Purchaser, that have been deposited with
the Escrow Agent."
7.
It is also understood and agreed by and among the parties that
the provisions of Article 17 of the Agreement, which provide for
meetings of the stockholders and Boards of Directors of MHI, Texas
Drydock and TDI International, Ltd., are hereby deleted in their
entirety.
8.
This Amendment No. 2 is subject to the receipt by Halter
Marine Group, Inc., the parent company of Purchaser, of a waiver or
other approval from its lending banks, of which Whitney National
Bank is the lead lender, that this Amendment No. 2 and the
consummation of the transactions hereby, including particularly the
execution and delivery of the Promissory Notes, will not be deemed
a violation or default of the loan documents. If such waiver or
other approval is not received by Halter Marine Group, Inc. on or
before the Purchase Option Closing Date, this Amendment No. 2 shall
be deemed null and void ab initio; no party shall have any
liability or responsibility to or be liable for damages to any
other party; and the Agreement and Escrow Agreement shall remain in
full force and effect as if this Amendment No. 2 never existed.
9.
The parties by their execution hereof reaffirm their intention
to be bound by the terms, provisions and conditions of the
Agreement, as amended by this Amendment No. 2.
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the date first written above.
SELLERS:
/s/ Thomas C. Weller, Jr.
THOMAS C. WELLER, JR.
/s/ Ronald J. Stevens
RONALD J. STEVENS
/s/ Rick S. Rees
RICK S. REES
/s/ Don O. Covington
DON O. COVINGTON
PURCHASER:
HALTER MARINE, INC.
By:/s/ John Dane, III
John Dane, III
Chairman, President and
Chief Executive Officer
<PAGE>
Exhibit 1
PROMISSORY NOTE DUE 1998
$4,070,942.00 New Orleans, Louisiana
May 15, 1997
The undersigned unconditionally promises to pay to the order
of Rick S. Rees, at 80 Tern St., New Orleans, LA 70124, or at such
other location as is designated by the holder hereof, in lawful
money of the United States of America, the principal amount of FOUR
MILLION SEVENTY THOUSAND NINE HUNDRED FORTY-TWO AND NO/100 DOLLARS
($4,070,942.00), all of which shall be payable in full on January
15, 1998 (the "Maturity Date").
The outstanding principal amount of this Note shall bear
interest ("Ordinary Interest") from and including the date hereof
until paid at the rate of SEVEN AND ONE TENTH PERCENT (7.1%) per
annum. Interest shall be calculated on a 365 day per year basis
and shall be payable on the Maturity Date.
If a payment of principal or interest falls due on a Saturday,
Sunday, or any other day on which financial institutions are
generally not open for business in New Orleans, Louisiana, payment
shall be made on the next business day.
This Note is not subject to any right of offset or
compensation in favor of the undersigned.
Any amounts payable pursuant to this Note, whether principal
or interest, which are not paid on the date due shall bear interest
("Default Interest") at a rate equal to twelve percent (12%) per
annum from such due date until paid in full.
All payments on this Note shall be applied first to attorneys'
fees and other costs then accrued, if any; second, to the Default
Interest then accrued, if any; third, to Ordinary Interest then
accrued, if any; and, finally, to the principal.
This Note shall become immediately due and payable at the
option of the holder hereof, without presentment or demand or any
notice to the undersigned or any other person obligated hereon,
upon (a) the undersigned's failure to pay principal or interest
under this Note on or before the due date thereof, (b) the
undersigned becoming subject to bankruptcy, receivership,
liquidation, or other insolvency proceedings, whether voluntarily
or involuntarily, whether under federal, state or foreign law or
(c) the undersigned making a general assignment for the benefit of
its creditors or becoming unable to pay its bills as they become
due in the regular course of its business.
If this Note is collected by suit or through any bankruptcy
court, or any judicial proceedings, or if this Note is not paid at
maturity, however such maturity may be brought about, and it is
placed in the hands of an attorney for collection, then the
undersigned unconditionally
promises to pay all reasonable attorneys' fees and court costs
associated with the enforcement of this Note.
The undersigned and all sureties, endorsers and guarantors of
this Note waive demand, presentment for payment, notice of non-
payment, protest, notice of protest, all pleas of division and
discussion and all other notice, filing of suit and diligence in
collecting this Note or enforcing any security herefor, and agree
to any substitution, exchange or release of any of such security or
the release of any party primarily or secondarily liable hereon and
further agree that it will not be necessary for any holder hereof,
in order to enforce payment of this Note, to first institute suit
or exhaust its remedies against any maker or others liable herefor,
or to enforce its rights against any security herefor, and consent
to any extensions or postponements of the time of payment of this
Note or any other indulgences with respect hereto, without notice
thereof to any of them and hereby bind themselves in solido for the
payment hereof in principal, interest, costs and attorneys' fees.
This Note shall be governed by and construed in accordance
with the laws of the State of Louisiana, United States of America.
HALTER MARINE, INC.
By:
John Dane, III
Chairman, President and
Chief Executive Officer
<PAGE>
Exhibit 2
PROMISSORY NOTE DUE 1998
$11,772,076.00 New Orleans, Louisiana
May 15, 1997
The undersigned unconditionally promises to pay to the order
of Thomas C. Weller, at 2595 Woodword Way, N.W., Atlanta, GA
30305, or at such other location as is designated by the holder
hereof, in lawful money of the United States of America, the
principal amount of ELEVEN MILLION SEVEN HUNDRED SEVENTY-TWO
THOUSAND SEVENTY-SIX AND NO/100 DOLLARS ($11,772,076.00), all of
which shall be payable in full on January 15, 1998 (the "Maturity
Date").
The outstanding principal amount of this Note shall bear
interest ("Ordinary Interest") from and including the date hereof
until paid at the rate of SEVEN AND ONE TENTH PERCENT (7.1%) per
annum. Interest shall be calculated on a 365 day per year basis
and shall be payable on the Maturity Date.
If a payment of principal or interest falls due on a Saturday,
Sunday, or any other day on which financial institutions are
generally not open for business in New Orleans, Louisiana, payment
shall be made on the next business day.
This Note is not subject to any right of offset or
compensation in favor of the undersigned.
Any amounts payable pursuant to this Note, whether principal
or interest, which are not paid on the date due shall bear interest
("Default Interest") at a rate equal to twelve percent (12%) per
annum from such due date until paid in full.
All payments on this Note shall be applied first to attorneys'
fees and other costs then accrued, if any; second, to the Default
Interest then accrued, if any; third, to Ordinary Interest then
accrued, if any; and, finally, to the principal.
This Note shall become immediately due and payable at the
option of the holder hereof, without presentment or demand or any
notice to the undersigned or any other person obligated hereon,
upon (a) the undersigned's failure to pay principal or interest
under this Note on or before the due date thereof, (b) the
undersigned becoming subject to bankruptcy, receivership,
liquidation, or other insolvency proceedings, whether voluntarily
or involuntarily, whether under federal, state or foreign law or
(c) the undersigned making a general assignment for the benefit of
its creditors or becoming unable to pay its bills as they become
due in the regular course of its business.
If this Note is collected by suit or through any bankruptcy
court, or any judicial proceedings, or if this Note is not paid at
maturity, however such maturity may be brought about, and it is
placed in the hands of an attorney for collection, then the
undersigned unconditionally
promises to pay all reasonable attorneys' fees and court costs
associated with the enforcement of this Note.
The undersigned and all sureties, endorsers and guarantors of
this Note waive demand, presentment for payment, notice of non-
payment, protest, notice of protest, all pleas of division and
discussion and all other notice, filing of suit and diligence in
collecting this Note or enforcing any security herefor, and agree
to any substitution, exchange or release of any of such security or
the release of any party primarily or secondarily liable hereon and
further agree that it will not be necessary for any holder hereof,
in order to enforce payment of this Note, to first institute suit
or exhaust its remedies against any maker or others liable herefor,
or to enforce its rights against any security herefor, and consent
to any extensions or postponements of the time of payment of this
Note or any other indulgences with respect hereto, without notice
thereof to any of them and hereby bind themselves in solido for the
payment hereof in principal, interest, costs and attorneys' fees.
This Note shall be governed by and construed in accordance
with the laws of the State of Louisiana, United States of America.
HALTER MARINE, INC.
By:
John Dane, III
Chairman, President and
Chief Executive Officer
<PAGE>
Exhibit 3
PROMISSORY NOTE DUE 1998
$4,956,982.00 New Orleans, Louisiana
May 15, 1997
The undersigned unconditionally promises to pay to the order
of Ronald J. Stevens, at 2009 Old Country Road, Daphne, AL 36526,
or at such other location as is designated by the holder hereof, in
lawful money of the United States of America, the principal amount
of FOUR MILLION NINE HUNDRED FIFTY-SIX THOUSAND NINE HUNDRED
EIGHTY-TWO AND NO/100 DOLLARS ($4,956,982.00), all of which shall
be payable in full on January 15, 1998 (the "Maturity Date").
The outstanding principal amount of this Note shall bear
interest ("Ordinary Interest") from and including the date hereof
until paid at the rate of SEVEN AND ONE TENTH PERCENT (7.1%) per
annum. Interest shall be calculated on a 365 day per year basis
and shall be payable on the Maturity Date.
If a payment of principal or interest falls due on a Saturday,
Sunday, or any other day on which financial institutions are
generally not open for business in New Orleans, Louisiana, payment
shall be made on the next business day.
This Note is not subject to any right of offset or
compensation in favor of the undersigned.
Any amounts payable pursuant to this Note, whether principal
or interest, which are not paid on the date due shall bear interest
("Default Interest") at a rate equal to twelve percent (12%) per
annum from such due date until paid in full.
All payments on this Note shall be applied first to attorneys'
fees and other costs then accrued, if any; second, to the Default
Interest then accrued, if any; third, to Ordinary Interest then
accrued, if any; and, finally, to the principal.
This Note shall become immediately due and payable at the
option of the holder hereof, without presentment or demand or any
notice to the undersigned or any other person obligated hereon,
upon (a) the undersigned's failure to pay principal or interest
under this Note on or before the due date thereof, (b) the
undersigned becoming subject to bankruptcy, receivership,
liquidation, or other insolvency proceedings, whether voluntarily
or involuntarily, whether under federal, state or foreign law or
(c) the undersigned making a general assignment for the benefit of
its creditors or becoming unable to pay its bills as they become
due in the regular course of its business.
If this Note is collected by suit or through any bankruptcy
court, or any judicial proceedings, or if this Note is not paid at
maturity, however such maturity may be brought about, and it is
placed in the hands of an attorney for collection, then the
undersigned unconditionally
promises to pay all reasonable attorneys' fees and court costs
associated with the enforcement of this Note.
The undersigned and all sureties, endorsers and guarantors of
this Note waive demand, presentment for payment, notice of non-
payment, protest, notice of protest, all pleas of division and
discussion and all other notice, filing of suit and diligence in
collecting this Note or enforcing any security herefor, and agree
to any substitution, exchange or release of any of such security or
the release of any party primarily or secondarily liable hereon and
further agree that it will not be necessary for any holder hereof,
in order to enforce payment of this Note, to first institute suit
or exhaust its remedies against any maker or others liable herefor,
or to enforce its rights against any security herefor, and consent
to any extensions or postponements of the time of payment of this
Note or any other indulgences with respect hereto, without notice
thereof to any of them and hereby bind themselves in solido for the
payment hereof in principal, interest, costs and attorneys' fees.
This Note shall be governed by and construed in accordance
with the laws of the State of Louisiana, United States of America.
HALTER MARINE, INC.
By:
John Dane, III
Chairman, President and
Chief Executive Officer
<PAGE>
Exhibit 4
PROMISSORY NOTE DUE 1998
$5,200,000.00 New Orleans, Louisiana
May 15, 1997
The undersigned unconditionally promises to pay to the order
of Don O. Covington, at 4322 Memorial Drive, Orange, TX 77632, or
at such other location as is designated by the holder hereof, in
lawful money of the United States of America, the principal amount
of FIVE MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS
($5,200,000.00), all of which shall be payable in full on January
15, 1998 (the "Maturity Date").
The outstanding principal amount of this Note shall bear
interest ("Ordinary Interest") from and including the date hereof
until paid at the rate of SEVEN AND ONE TENTH PERCENT (7.1%) per
annum. Interest shall be calculated on a 365 day per year basis
and shall be payable on the Maturity Date.
If a payment of principal or interest falls due on a Saturday,
Sunday, or any other day on which financial institutions are
generally not open for business in New Orleans, Louisiana, payment
shall be made on the next business day.
This Note is not subject to any right of offset or
compensation in favor of the undersigned.
Any amounts payable pursuant to this Note, whether principal
or interest, which are not paid on the date due shall bear interest
("Default Interest") at a rate equal to twelve percent (12%) per
annum from such due date until paid in full.
All payments on this Note shall be applied first to attorneys'
fees and other costs then accrued, if any; second, to the Default
Interest then accrued, if any; third, to Ordinary Interest then
accrued, if any; and, finally, to the principal.
This Note shall become immediately due and payable at the
option of the holder hereof, without presentment or demand or any
notice to the undersigned or any other person obligated hereon,
upon (a) the undersigned's failure to pay principal or interest
under this Note on or before the due date thereof, (b) the
undersigned becoming subject to bankruptcy, receivership,
liquidation, or other insolvency proceedings, whether voluntarily
or involuntarily, whether under federal, state or foreign law or
(c) the undersigned making a general assignment for the benefit of
its creditors or becoming unable to pay its bills as they become
due in the regular course of its business.
If this Note is collected by suit or through any bankruptcy
court, or any judicial proceedings, or if this Note is not paid at
maturity, however such maturity may be brought about, and it is
placed in the hands of an attorney for collection, then the
undersigned unconditionally promises to pay all reasonable
attorneys' fees and court costs associated with the enforcement of
this Note.
The undersigned and all sureties, endorsers and guarantors of
this Note waive demand, presentment for payment, notice of non-
payment, protest, notice of protest, all pleas of division and
discussion and all other notice, filing of suit and diligence in
collecting this Note or enforcing any security herefor, and agree
to any substitution, exchange or release of any of such security or
the release of any party primarily or secondarily liable hereon and
further agree that it will not be necessary for any holder hereof,
in order to enforce payment of this Note, to first institute suit
or exhaust its remedies against any maker or others liable herefor,
or to enforce its rights against any security herefor, and consent
to any extensions or postponements of the time of payment of this
Note or any other indulgences with respect hereto, without notice
thereof to any of them and hereby bind themselves in solido for the
payment hereof in principal, interest, costs and attorneys' fees.
This Note shall be governed by and construed in accordance
with the laws of the State of Louisiana, United States of America.
HALTER MARINE, INC.
By:
John Dane, III
Chairman, President and
Chief Executive Officer
<PAGE>
Exhibit 5
PROMISSORY NOTE DUE 1998
$1,000,000.00 New Orleans, Louisiana
May 15, 1997
The undersigned unconditionally promises to pay to the order
of Bank One, Louisiana, National Association, as escrow agent, at
its offices at 200 Carondelet St., Suite 404, New Orleans, LA
70130, or at such other location as is designated by the holder
hereof, in lawful money of the United States of America, the
principal amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00),
all of which shall be payable in full on January 15, 1998 (the
"Maturity Date").
The outstanding principal amount of this Note shall bear
interest ("Ordinary Interest") from and including the date hereof
until paid at the rate of SEVEN AND ONE TENTH PERCENT (7.1%) per
annum. Interest shall be calculated on a 365 day per year basis
and shall be payable on the Maturity Date.
If a payment of principal or interest falls due on a Saturday,
Sunday, or any other day on which financial institutions are
generally not open for business in New Orleans, Louisiana, payment
shall be made on the next business day.
This Note is not subject to any right of offset or
compensation in favor of the undersigned.
Any amounts payable pursuant to this Note, whether principal
or interest, which are not paid on the date due shall bear interest
("Default Interest") at a rate equal to twelve percent (12%) per
annum from such due date until paid in full.
All payments on this Note shall be applied first to attorneys'
fees and other costs then accrued, if any; second, to the Default
Interest then accrued, if any; third, to Ordinary Interest then
accrued, if any; and, finally, to the principal.
This Note shall become immediately due and payable at the
option of the holder hereof, without presentment or demand or any
notice to the undersigned or any other person obligated hereon,
upon (a) the undersigned's failure to pay principal or interest
under this Note on or before the due date thereof, (b) the
undersigned becoming subject to bankruptcy, receivership,
liquidation, or other insolvency proceedings, whether voluntarily
or involuntarily, whether under federal, state or foreign law or
(c) the undersigned making a general assignment for the benefit of
its creditors or becoming unable to pay its bills as they become
due in the regular course of its business.
If this Note is collected by suit or through any bankruptcy
court, or any judicial proceedings, or if this Note is not paid at
maturity, however such maturity may be brought about, and it is
placed in the hands of an attorney for collection, then the
undersigned unconditionally
promises to pay all reasonable attorneys' fees and court costs
associated with the enforcement of this Note.
The undersigned and all sureties, endorsers and guarantors of
this Note waive demand, presentment for payment, notice of non-
payment, protest, notice of protest, all pleas of division and
discussion and all other notice, filing of suit and diligence in
collecting this Note or enforcing any security herefor, and agree
to any substitution, exchange or release of any of such security or
the release of any party primarily or secondarily liable hereon and
further agree that it will not be necessary for any holder hereof,
in order to enforce payment of this Note, to first institute suit
or exhaust its remedies against any maker or others liable herefor,
or to enforce its rights against any security herefor, and consent
to any extensions or postponements of the time of payment of this
Note or any other indulgences with respect hereto, without notice
thereof to any of them and hereby bind themselves in solido for the
payment hereof in principal, interest, costs and attorneys' fees.
This Note shall be governed by and construed in accordance
with the laws of the State of Louisiana, United States of America.
HALTER MARINE, INC.
By:
John Dane, III
Chairman, President and
Chief Executive Officer
<PAGE>
