<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1997
REGISTRATION NO. 333-18773
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
LOUISIANA 1623,7389 72-1212563
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or
organization) Classification Code Number) Identification No.)
MICHAEL J. POLLOCK
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
107 GLOBAL CIRCLE 107 GLOBAL CIRCLE
LAFAYETTE, LOUISIANA 70503 LAFAYETTE, LOUISIANA 70503
(318) 989-0000 (318) 989-0000
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of registrant's telephone number, including area code, of
principal executive offices) agent for service)
</TABLE>
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Copies to:
<TABLE>
<S> <C>
JEFFERY B. FLOYD L. RICHARDS MCMILLAN, II
VINSON & ELKINS L.L.P. JONES, WALKER, WAECHTER,
2500 FIRST CITY TOWER POITEVENT, CARRERE & DENEGRE, L.L.P.
1001 FANNIN 201 ST. CHARLES AVENUE
HOUSTON, TEXAS 77002-6760 NEW ORLEANS, LOUISIANA 70170-5100
(713) 758-2222 (504) 582-8000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 2 to the registration statement contains only Part II of
the registration statement and is being filed solely to file certain exhibits
that have not been previously filed.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of the offering are estimated to be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $ 45,129
NASD filing fee.......................................................... 15,393
NASDAQ listing fee....................................................... 17,500
Legal fees and expenses.................................................. 95,000
Accounting fees and expenses............................................. 45,000
Blue Sky fees and expenses (including legal fees)........................ 5,000
Printing expenses........................................................ 50,000
Transfer Agent fees...................................................... 2,500
Miscellaneous............................................................ 24,478
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TOTAL.......................................................... $300,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has authority under Section 83 of the Business Corporation
Law of the State of Louisiana to indemnify its officers, directors, employees
and agents to the extent provided in such statute. Article VI of the
Registrant's Bylaws provides for indemnification of the Registrant's officers,
directors, employees and agents to the fullest extent permitted by the Business
Corporation Law of the State of Louisiana.
The Registrant has entered into Indemnification Agreements with each of its
directors. The Indemnification Agreements provide that, to the extent the
Registrant maintains directors' and officers' liability insurance policies, each
director will be named as an insured under such policies. The Indemnification
Agreements also provide that the Registrant will indemnify each director against
losses and expenses as a result of a claim or claims made against him for any
act, failure to act or neglect or breach of duty, including any error,
misstatement or misleading statement committed, suffered, permitted or
acquiesced in by the director, or any of the foregoing alleged by any claimant,
or any claim against the director or executive officer solely by reason of him
being a director or officer of the Registrant, subject to certain exclusions.
The Indemnification Agreements also provide certain procedures regarding the
right to indemnification and for the advancement of expenses.
Section 24 of the Business Corporation Law of the State of Louisiana
permits the limitation of directors' personal liability to the corporation or
its shareholders for monetary damages for breach of fiduciary duties as a
director except in certain situations including the breach of a director's duty
of loyalty or acts or omissions not made in good faith. Article VI of the
Registrant's Articles of Incorporation includes such a limitation and limits
directors' personal liability to the extent permitted by Section 24.
Article VI of the Registrant's Bylaws provides that the Registrant may
maintain insurance, at its expense, to protect itself and any of its directors,
officers, employees or agents or any person serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any expense,
liability or loss, whether or not the Registrant would have the power to
indemnify such person against such expense, liability or loss under the
Louisiana Business Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
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<PAGE> 4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
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EXHIBIT NUMBER DESCRIPTION
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<C> <S>
1.1* -- Form of U.S. Underwriting Agreement.
1.2* -- Form of International Underwriting Agreement.
4.1 -- Form of Common Stock certificate (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-56600)).
5.1* -- Opinion and Consent of Vinson & Elkins L.L.P.
23.1* -- Consent of Deloitte & Touche LLP
23.2* -- Consent of Vinson & Elkins L.L.P. (included in Exhibit
5.1).
24.1** -- Powers of Attorney of the Registrant's Directors.
</TABLE>
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* Filed herewith.
** Previously filed.
(b) Consolidated Financial Statement Schedules:
All financial statement schedules are omitted because the required
information is not required or because the information required is presented in
the Consolidated Financial Statements or notes thereto.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that, for purposes of determining
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934, as amended) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this Registration Statement as of the time
it was declared effective.
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas
on the 27th day of January, 1997.
GLOBAL INDUSTRIES, LTD.
By /s/ MICHAEL J. POLLOCK
-----------------------------------
Michael J. Pollock
Vice President, Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ WILLIAM J. DORE Chairman of the Board, President, January 27, 1997
- ----------------------------------------------------- Chief Executive Officer and
William J. Dore Director (Principal Executive
Officer)
/s/ MICHAEL J. POLLOCK Vice President, Chief Financial January 27, 1997
- ----------------------------------------------------- Officer, and Director (Principal
Michael J. Pollock Financial and Accounting Officer
JAMES C. DAY* Director January 27, 1997
- -----------------------------------------------------
James C. Day
EDWARD P. DJEREJIAN* Director January 27, 1997
- -----------------------------------------------------
Edward P. Djerejian
MYRON J. MOREAU* Director January 27, 1997
- -----------------------------------------------------
Myron J. Moreau
*By /s/ MICHAEL J. POLLOCK January 27, 1997
------------------------------------------------
Michael J. Pollock
Attorney-in-Fact
</TABLE>
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
1.1* -- Form of U.S. Underwriting Agreement.
1.2* -- Form of International Underwriting Agreement.
4.1 -- Form of Common Stock certificate (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-56600)).
5.1* -- Opinion and Consent of Vinson & Elkins L.L.P.
23.1* -- Consent of Deloitte & Touche LLP
23.2* -- Consent of Vinson & Elkins L.L.P. (included in Exhibit
5.1).
24.1** -- Powers of Attorney of the Registrant's Directors.
</TABLE>
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* Filed herewith.
** Previously filed.
<PAGE> 1
GLOBAL INDUSTRIES, LTD.
5,600,000 Shares*
Common Stock
($.01 par value)
U.S. UNDERWRITING AGREEMENT
New York, New York
January _____, 1997
Salomon Brothers Inc
Howard, Weil, Labouisse, Friedrichs Incorporated
Raymond James & Associates, Inc.
Schroder Wertheim & Co. Incorporated
As Representatives of the several U.S. Underwriters,
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
Global Industries, Ltd., a Louisiana corporation (the "Company"),
proposes to sell to the underwriters named in Schedule I hereto (the "U.S.
Underwriters"), for whom you (the "U.S. Representatives") are acting as
representatives, 5,600,000 shares of the common stock, $.01 par value per share
(the "Common Stock"), of the Company, (such shares to be issued and sold by the
Company being hereinafter called the "U.S. Underwritten Securities"). In
addition, William J. Dore (the "Selling Shareholder") proposes to grant to the
U.S. Underwriters an option to purchase up to 840,000 additional shares of
Common Stock (the "U.S. Option Securities;" the U.S. Option Securities, together
with the U.S. Underwritten Securities, being hereinafter called the "U.S.
Securities") solely to cover over-allotments.
It is understood by all parties that the Company and the Selling
Shareholder are concurrently entering into an international underwriting
agreement dated the date hereof (the "International Underwriting Agreement")
providing for the sale by the Company of
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*Plus an option to purchase up to 840,000 additional shares to cover
over-allotments.
<PAGE> 2
1,400,000 shares of Common Stock (such shares to be sold by the Company pursuant
to the International Underwriting Agreement being hereinafter called the
"International Underwritten Securities;") outside the United States and Canada
through arrangements with certain underwriters outside the United States and
Canada (the "International Underwriters") for whom Salomon Brothers
International Limited, Howard, Weil, Labouisse, Friedrichs Incorporated, Raymond
James & Associates, Inc. and J. Henry Schroder & Co. Limited are acting as
representatives (the "International Representatives"). In addition, the Selling
Shareholder proposes to grant to the International Underwriters an option to
purchase up to 210,000 additional shares of Common Stock solely to cover
over-allotments (the "International Option Securities;" the International Option
Securities , together with the International Underwritten Securities, being
hereinafter called the "International Securities," and the International
Securities, together with the U.S. Securities, being hereinafter called the
"Securities"). It is further understood and agreed that the U.S. Underwriters
and the International Underwriters simultaneously are entering into an agreement
between the U.S. Underwriters and International Underwriters (the "Agreement
Between U.S. Underwriters and International Underwriters") pursuant to which,
among other things, the International Underwriters may purchase from the U.S.
Underwriters a portion of the U.S. Securities to be sold pursuant to the U.S.
Underwriting Agreement and the U.S. Underwriters may purchase from the
International Underwriters a portion of the International Securities to be sold
pursuant to the International Underwriting Agreement.
1. Representations and Warranties.
(a) The Company represents and warrants to, and agrees with,
each U.S. Underwriter as set forth below in this Section 1. Certain terms used
in this Section 1 are defined in paragraph (iv) hereof.
(i) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the "Act"), and
has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (file number 333-18773) on Form
S-3, including a related preliminary prospectus, for the registration
under the Act of the offering and sale of the Securities. The Company
may have filed one or more amendments thereto, including the related
preliminary prospectuses, each of which has previously been furnished
to you. The Company will next file with the Commission either (A) prior
to effectiveness of such registration statement, a further amendment to
such registration statement (including the form of final prospectuses)
or (B) after effectiveness of such registration statement, final
prospectuses in accordance with Rules 430A and 424(b)(1) or (4). In the
case of clause (B), the Company has included in such registration
statement, as amended at the Effective Date, all information (other
than Rule 430A Information) required by the Act and the rules
thereunder to be included in the Prospectuses with respect to the
Securities and the offering thereof. As filed, such amendment and form
of final prospectuses, or such final prospectuses, shall contain all
Rule 430A Information, together with all other such required
information,
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<PAGE> 3
with respect to the Securities and the offering thereof and, except to
the extent the U.S. Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form
furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the
latest U.S. Preliminary Prospectus) as the Company has advised you,
prior to the Execution Time, will be included or made therein.
(ii) It is understood that two forms of prospectuses
are to be used in connection with the offering and sale of the
Securities: one form of prospectus relating to the U.S. Securities,
which are to be offered and sold to United States and Canadian Persons,
and one form of prospectus relating to the International Securities,
which are to be offered and sold to persons other than United States
and Canadian Persons. Such form of prospectus relating to the U.S.
Securities as first filed pursuant to Rule 424(b) or, if no filing
pursuant to Rule 424(b) is made, such form of prospectus included in
the Registration Statement at the Effective Date, is hereinafter called
the "U.S. Prospectus;" such form of prospectus relating to the
International Securities as first filed pursuant to Rule 424(b) or, if
no filing pursuant to Rule 424(b) is made, such form of prospectus
included in the Registration Statement at the Effective Date, is
hereinafter called the "International Prospectus;" and the U.S.
Prospectus and the International Prospectus are hereinafter
collectively called the "Prospectuses."
(iii) On the Effective Date, the Registration
Statement did or will, and when the Prospectuses are first filed (if
required) in accordance with Rule 424(b) and on the Closing Date, each
Prospectus (and any supplements thereto) will, comply in all material
respects with the applicable requirements of the Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
respective rules thereunder; on the Effective Date, the Registration
Statement did not or will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading; and,
on the Effective Date, each Prospectus, if not filed pursuant to Rule
424(b), did not or will not, and on the date of any filing pursuant to
Rule 424(b) and on the Closing Date, each Prospectus (together with any
supplement thereto) will not, include any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to the information contained
in or omitted from the Registration Statement or the Prospectuses (or
any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
U.S. Underwriter through the U.S. Representatives specifically for
inclusion in the Registration Statement or the Prospectuses (or any
supplement thereto).
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<PAGE> 4
(iv) The terms that follow, when used in this
Agreement, shall have the meanings indicated. The term "Effective Date"
shall mean each date that the Registration Statement and any
post-effective amendment or amendments thereto became or become
effective and each date after the date hereof on which a document
incorporated by reference in the Registration Statement is filed.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. The "U.S. Preliminary
Prospectus" and the "International Preliminary Prospectus,"
respectively, shall mean any preliminary prospectus with respect to the
offering of the U.S. Securities or the International Securities, as the
case may be, referred to in paragraph (i) above and any preliminary
prospectus with respect to the offering of the U.S. Securities or the
International Securities, as the case may be, included in the
Registration Statement at the Effective Date that omits Rule 430A
Information; and the U.S. Preliminary Prospectus and the International
Preliminary Prospectus are hereinafter called the "Preliminary
Prospectuses." "Registration Statement" shall mean the registration
statement referred to in paragraph (i) above, including documents
incorporated by reference, exhibits and financial statements, as
amended at the Execution Time (or, if not effective at the Execution
Time, in the form in which it shall become effective) and, in the event
any post-effective amendment thereto becomes effective prior to the
Closing Date (as hereinafter defined), shall also mean such
registration statement as so amended. Such term shall include Rule 430A
Information deemed to be included therein at the Effective Date as
provided by Rule 430A. "Rule 424" and "Rule 430A" refer to such rules
under the Act. "Rule 430A Information" means information with respect
to the Securities and the offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule
430A. "Subsidiaries" shall mean Global Pipelines PLUS, Inc., a
Louisiana corporation, Pipelines Incorporated, a Louisiana corporation,
Global Movible Offshore, Inc., a Louisiana corporation, Global Divers
and Contractors, Inc., a Louisiana corporation, Global Industries
Offshore, Inc., a Delaware corporation, Global Offshore International,
Ltd., a Cayman Islands company, Global International Vessels, Inc., a
Cayman Islands company, Norman Offshore Pipelines, Inc., a Louisiana
corporation, CCC Fabricaciones y Construcciones, S.A. de C.V., a
Mexican Sociedad Anonima de Capital Variable ("CCC") and Global
Offshore Pty Ltd., an Australian company ("Divcon"). "United States or
Canadian Person" shall mean any person who is a national or resident of
the United States or Canada, any corporation, partnership or other
entity created or organized in or under the laws of the United States
or Canada or of any political subdivision thereof, or any estate or
trust the income of which is subject to United States or Canadian
Federal income taxation, regardless of its source (other than any
non-United States or non-Canadian branch of any United States or
Canadian Person), and shall include any United States or Canadian
branch of a person other than a United States or Canadian Person.
"U.S." or "United States" shall mean the United States of America
(including the states thereof and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction. Any reference herein to a
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<PAGE> 5
Preliminary Prospectus or the Prospectuses shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the issue
date of such Preliminary Prospectus or the Prospectuses, as the case
may be; and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to any Preliminary Prospectus or the
Prospectuses shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the
Registration Statement, or the issue date of such Preliminary
Prospectus or the Prospectuses, as the case may be, that is
incorporated therein by reference.
(v) The filing of the Registration Statement and the
execution and delivery of, and the performance by the Company of its
obligations under, this Agreement and the International Underwriting
Agreement have been duly and validly authorized by the Company, and
this Agreement and the International Underwriting Agreement have been
duly executed and delivered by the Company.
(vi) All contracts, agreements, instruments, leases
and licenses required to be described in the Registration Statement or
the Prospectuses have been so described in all material respects. All
contracts, agreements, instruments, leases and licenses required to be
filed as an exhibit to the Registration Statement have been so filed.
(vii) Deloitte & Touche LLP, whose reports on the
audited consolidated financial statements of the Company are filed as
part of the Registration Statement and the Prospectuses, are
independent public accountants within the meaning of the Act and the
applicable rules and regulations thereunder.
(viii) The consolidated financial statements and
schedules of the Company included in the Registration Statement and the
Prospectuses, taken together, present fairly the consolidated financial
position of the Company and its consolidated subsidiaries as of their
respective dates and the consolidated results of operations, cash flows
and changes in shareholders' equity of the Company for the respective
periods covered thereby. Such financial statements have been prepared
in conformity with generally accepted accounting principles applied on
a consistent basis throughout the periods involved, except as set forth
in the notes to such financial statements. The consolidated financial
statements of the Company included in the Registration Statement and
the Prospectuses comply in all material respects with the requirements
of the Act and the regulations thereunder. The historical selected
consolidated financial data included in the Registration Statement and
Prospectuses present fairly the information shown therein and have been
derived from the consolidated financial statements of the Company,
except as set forth therein. The pro forma financial statements and pro
forma financial information
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<PAGE> 6
included in the Registration Statement and the Prospectuses (A) present
fairly in all material respects the information shown therein, (B) have
been prepared in accordance with the applicable requirements of Rule
11-02 of Regulation S-X promulgated under the Act, (C) have been
properly computed on the basis described therein, and (D) are based on
assumptions that are reasonable.
(ix) Except as contemplated in the Prospectuses,
subsequent to the respective dates for which information is given in
the Registration Statement and the Prospectuses, neither the Company
nor any of its Subsidiaries has incurred any material liabilities or
material obligations, direct or contingent, or entered into any
material transactions, in each case not in the ordinary course of
business, and there has not been any material change in the capital
stock or long-term debt of the Company or any of its Subsidiaries, any
issuance or grant of options, warrants or rights to purchase capital
stock of the Company or any of its Subsidiaries (except under existing
employee or director benefit plans), any declaration or payment of any
dividend on the capital stock of the Company or any of its Subsidiaries
or any material adverse change or any development involving a
prospective material adverse change in the condition (financial or
other), business, properties, assets, prospects or results of
operations of the Company and its subsidiaries taken as a whole.
(x) Neither the issuance and sale of the Securities,
the execution, delivery or performance of this Agreement by the Company
nor the consummation of the transactions herein contemplated and the
fulfillment of the terms hereof by the Company (A) requires the
consent, approval, authorization, registration or qualification of or
with any governmental authority or order of any court, except such as
have been obtained, such as may be required under state securities or
Blue Sky laws, the laws of jurisdictions outside the United States or
the by-laws of the National Association of Securities Dealers, Inc.
(the "NASD"), and, if the Registration Statement is not effective under
the Act as of the Execution Time, such as may be required (and shall be
obtained as provided in this Agreement) under the Act, or (B) conflicts
with or results in a breach or violation of any of the terms and
conditions of, or constitutes a default under, any indenture, mortgage,
deed of trust, lease, license or other agreement or instrument to which
the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries or any of their respective
properties are bound, or the charter or by-laws of the Company or any
of its Subsidiaries, or any statute, rule or regulation applicable to
the Company or any of its Subsidiaries or any judgment, decree, or
order of any court or other governmental authority or arbitrator
applicable to the Company or any of its Subsidiaries, which breach or
default could have a material adverse effect on the condition
(financial or other), business, properties, assets or results of
operations of the Company and its subsidiaries taken as a whole.
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<PAGE> 7
(xi) Except as set forth in the Prospectuses, there
is not now pending or, to the best knowledge of the Company,
threatened, any action, suit or proceeding to which the Company or any
of its subsidiaries is a party before or by any court or governmental
agency or body (including without limitation proceedings of the
Commission pursuant to Section 8(b) of the Act or by any Blue Sky
authority) that is reasonably likely to (A) result in any material
adverse change in the condition (financial or other), business,
properties, assets or results of operations of the Company and its
subsidiaries taken as a whole, or (B) materially and adversely affect
the ability of the Company to carry out its obligations hereunder.
(xii) Each of the Company and its Subsidiaries has
been duly incorporated and is validly existing as a corporation or
other business entity, as the case may be, in good standing under the
laws of the jurisdiction in which it was chartered or organized, with
full corporate power and authority to own its properties and conduct
its business as described in the Registration Statement and the
Prospectuses. Each of the Company and its Subsidiaries is duly
qualified to do business and is in good standing as a foreign
corporation under the laws of each jurisdiction in which it owns or
leases properties or conducts business and in which the failure,
individually or in the aggregate, to be so qualified could have a
material adverse effect on the condition (financial or other),
business, properties, assets or results of operations of the Company
and its Subsidiaries taken as a whole. Each of the Company and its
subsidiaries possesses all consents, certificates, approvals,
authorizations, orders, registrations, qualifications, licenses and
permits of and from all state and federal public, regulatory or
governmental agencies and bodies necessary to the ownership, leasing
and operation of its properties and the conduct of its business as
described in the Registration Statement and the Prospectuses, except
where the failure to obtain and maintain any such consent, certificate,
approval, authorization, order, registration, qualification, license or
permit would not have a material adverse effect on the condition
(financial or other), business, properties, assets or results of
operations of the Company and its subsidiaries taken as a whole, and no
such consent, certificate, approval, authorization, order,
registration, qualification, license or permit contains any restriction
that would prevent the Company or any of its Subsidiaries from owning
and operating its properties and conducting its business as described
in the Registration Statement and the Prospectuses. Neither the Company
nor any such Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such consent, certificate,
approval, authorization, order, registration, qualification, license or
permit that, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a material
adverse change in the condition (financial or other), business,
properties, assets or results of operations of the Company and its
subsidiaries taken as a whole.
(xiii) All outstanding capital stock of each of the
Subsidiaries has been duly authorized, is validly issued, fully paid
and nonassessable and is owned
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<PAGE> 8
by the Company, either directly or indirectly through wholly-owned
subsidiaries (except in the case of CCC, of which the Company only owns
49% of the outstanding capital stock), free and clear of any security
interests, claims, liens or encumbrances, except for restrictions
imposed by the Act or applicable state securities laws or, in the case
of CCC, the agreement entered into by and among the Shareholders of CCC
(the "CCC Shareholders Agreement"). None of the outstanding capital
stock of any of the Subsidiaries has been issued in violation of any
preemptive rights or rights of first refusal. No options, warrants or
other rights to purchase or otherwise acquire any authorized but
unissued shares of capital stock of any of the Subsidiaries or any
security convertible into shares of such capital stock are now
outstanding and no shares of capital stock of any of the Subsidiaries
have been reserved for issuance. Except for the shares of capital stock
of each of the subsidiaries owned by the Company or one or more
subsidiaries of the Company, neither the Company nor any subsidiary of
the Company owns any shares of stock or any other equity securities of
any corporation or has any equity interest in any form of partnership,
association or other entity (except as disclosed on Schedule II
hereto).
(xiv) The Company's authorized and outstanding equity
capitalization is as set forth under the heading "Capitalization" in
the Prospectuses, as of the date set forth therein, and the outstanding
shares of Common Stock have been duly authorized and validly issued and
are fully paid and nonassessable. The Securities have been duly
authorized and, when issued and delivered to and paid for by the U.S.
Underwriters pursuant to this Agreement and the International
Underwriters pursuant to the International Underwriting Agreement will
be validly issued, fully paid and nonassessable. No further approval or
authority of the shareholders or the directors of the Company or,
except in the case of the Act and Blue Sky laws of the various states
and the by-laws of the NASD, of any U.S. governmental authority or
agency are required for the issuance and sale of the Securities as
contemplated herein or as contemplated in the International
Underwriting Agreement. Except as set forth in the Prospectuses, no
options, warrants, preemptive rights or other rights to purchase or
otherwise acquire any authorized but unissued shares of Common Stock of
the Company or any security convertible into shares of Common Stock of
the Company are now outstanding and no shares of Common Stock have been
reserved for issuance. No shares of Common Stock are required pursuant
to any contract or other right to be included in the Registration
Statement, other than the shares held by William J. Dore included
therein.
(xv) Neither the Company nor any of its Subsidiaries
(nor the manner in which any of them conducts its business or proposes
to conduct its business) is in violation of any law, ordinance or
governmental rule or regulation to which it is subject, including
without limitation any rules or regulations of the Minerals Management
Service of the United States Department of Interior, the
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<PAGE> 9
United States Coast Guard, the Environmental Protection Agency and any
other environmental authority, except those violations that would not
have a material adverse effect on the condition (financial or other),
business, properties, assets or results of operations of the Company
and its subsidiaries taken as a whole.
(xvi) Neither the Company nor any of its Subsidiaries
is in breach of any term of its respective charter, by-laws or other
organizational documents; and no default exists (and no event has
occurred that with notice or lapse of time, or both, would constitute a
default) in the due performance and observance of any term, covenant or
condition of any indenture, mortgage, deed of trust, lease, note, bank
loan or credit agreement, license or any other agreement or instrument,
including without limitation any U.S. government ship financing bonds,
to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries or any of their respective
properties may be bound, which breach or default would have a material
adverse effect on the condition (financial or other), business,
properties, assets or results of operations of the Company and it
subsidiaries taken as a whole.
(xvii) The Company and its Subsidiaries have good and
defensible title to all of the real property, vessels and assets
described as owned by each of them in the Prospectuses, in each case
free and clear of any security interests, liens, encumbrances,
equities, claims and other defects, except (A) such as are disclosed in
the Prospectuses or do not materially and adversely affect the value of
such property, and (B) such as do not interfere in any material respect
with the use made or proposed to be made of such property by the
Company or such Subsidiary; and any real property and buildings held
under any lease by the Company or its Subsidiaries are held under
leases that are valid, existing and in full force and effect, except
where the failure to be valid, existing and in full force and effect
would not have a material adverse effect on the condition (financial or
other), business, properties, assets or results of operations of the
Company and its subsidiaries taken as a whole.
(xviii) The Company has in effect with insurers of
recognized financial responsibility insurance against such losses and
risks and in amounts that the Company reasonably believes are adequate
in light of the business conducted by the Company and its subsidiaries
and the properties owned by them; and the Company has no reason to
believe, based on the financial position and operations of the Company
and its subsidiaries, that the Company will not be able to renew its
existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to
continue their business at a cost that would not have a material
adverse effect on the condition (financial or other), business,
properties, assets or results of operations of the Company and its
subsidiaries taken as a whole.
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<PAGE> 10
(xix) The Company and its subsidiaries own or have
the right to use all patents, patent applications, trademarks, service
marks, trade names, licenses, sublicenses and rights thereof that are
described in the Prospectuses or are necessary for the conduct of their
respective businesses in the manner in which it is being conducted,
except for those the absence of which would not in the aggregate have a
material adverse effect on the business and operations of the Company
and its subsidiaries taken as a whole, and no default exists (and no
event has occurred that with notice or lapse of time, or both, would
constitute a default) in the due performance of and observance of, and
no event has occurred (including in connection with the offering of the
Securities contemplated by this Agreement) that would effect the
Company's or any such subsidiary's right to use the equipment and
technology currently used by the Company or any such subsidiary under
any term, covenant or condition of any license or sublicense to which
the Company or any such subsidiary is a party except where the loss of
such right or rights would not have a material adverse effect on the
results of operations of the Company and its subsidiaries, taken as a
whole.
(xx) No labor disturbance, strike or slowdown exists
with any employees of the Company or any of its Subsidiaries or, to the
best knowledge of the Company, is threatened that in any such case is
reasonably likely to have a material adverse effect on the condition
(financial or other), business, properties, assets or results of
operations of the Company and its subsidiaries taken as a whole.
(xxi) None of the Company, its subsidiaries, or any
officer, director or affiliate of them has taken or will take, directly
or indirectly, any action designed to cause or result in, or that has
constituted or might reasonably be expected to cause or result in, the
stabilization or manipulation of the price of any securities of the
Company to facilitate the sale or resale of the Securities.
(xxii) The Company and its Subsidiaries have filed
all federal, state and foreign income and franchise tax returns
required to be filed and have paid all taxes shown thereon to be due,
except for those taxes that are being contested in good faith or with
respect to which an extension has been granted; and there is no tax
deficiency that has been, or, to the best knowledge of the Company,
might be, asserted against the Company, any of its Subsidiaries or any
of their respective properties or assets that would have a material
adverse effect on the condition (financial or other), business,
properties, assets or results of operations of the Company and its
subsidiaries taken as a whole.
(xxiii) The Company is not an "investment company"
within the meaning of the Investment Company Act of 1940, as amended,
and this transaction will not cause the Company to become an investment
company subject to registration under such Act.
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<PAGE> 11
(b) The Selling Shareholder represents and warrants to,
and agrees with, each U.S. Underwriter that:
(i) The Selling Shareholder is the sole and lawful
owner of the Securities to be sold by the Selling Shareholder hereunder
and, upon sale and delivery of, and payment for, such Securities, as
provided herein, the Selling Shareholder will convey to the U.S.
Underwriters good and marketable title to such Securities, free and
clear of all liens, encumbrances, equities and claims whatsoever.
(ii) The Selling Shareholder has no reason to believe
that the representations and warranties of the Company contained in
this Section 1 are not true and correct, is familiar with the
Registration Statement and has no knowledge that the Registration
Statement or the Prospectuses or any supplement thereto contains any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Selling Shareholder
makes no representations or warranties as to the information contained
in or omitted from the Registration Statement or the Prospectuses (or
any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
U.S. Underwriter through the U.S. Representatives specifically for
inclusion in the Registration Statement or the Prospectuses (or any
supplement thereto); and the sale of the Securities by the Selling
Shareholder pursuant hereto is not prompted by any material adverse
information concerning the Company or any Subsidiary that is not set
forth in the Prospectuses or any supplement thereto.
(iii) The Selling Shareholder has not taken and will
not take, directly or indirectly, any action designed to cause or
result in, or that has constituted or might reasonably be expected to
cause or result in, stabilization or manipulation of the price of any
securities of the Company to facilitate the sale or resale of the
Securities.
(iv) This Agreement and the International
Underwriting Agreement have been duly executed and delivered by the
Selling Shareholder.
(v) Certificates in negotiable form for the
Securities of the Selling Shareholder to be sold hereunder have been
placed in custody, for delivery pursuant to the terms of this
Agreement, under a Custody Agreement and related Power-of-Attorney
executed and delivered by the Selling Shareholder, in the form
heretofore furnished you (the "Custody Agreement" and the
"Power-of-Attorney," respectively) with Michael J. Pollock, as
Custodian and Attorney-in-Fact (the "Custodian"); the Securities
represented by the certificates so held in custody for the Selling
Shareholder are subject to the interests hereunder of the U.S.
Underwriters
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<PAGE> 12
and the Company; the arrangements for custody and delivery of such
certificates, made by the Selling Shareholder hereunder and under the
Custody Agreement, are not subject to termination by any act of the
Selling Shareholder, or by operation of law, whether by the death or
incapacity of the Selling Shareholder or the occurrence of any other
event; and if any such death, incapacity or any other event shall occur
before delivery of such Securities hereunder, certificates for the
Securities will be delivered by the Custodian in accordance with the
terms and conditions of this Agreement and the Custody Agreement as if
such death, incapacity or other event had not occurred, regardless of
whether or not the Custodian shall have received notice of such death,
incapacity or other event.
(vi) No consent, approval, authorization,
registration or qualification of or with any governmental authority or
order of any court is required for the consummation by the Selling
Shareholder of the transactions contemplated herein and in the
International Underwriting Agreement, except such as may be required
under the Act and such as may be required under the state securities or
Blue Sky laws of any jurisdiction, the laws of any jurisdiction outside
the United States or the by-laws of the NASD in connection with the
purchase and distribution of the U.S. Securities by the U.S.
Underwriters and such other approvals as have been obtained.
(vii) Neither the sale of the U.S. Option Securities
by the Selling Shareholder, nor the consummation of any of the
transactions herein contemplated by the Selling Shareholder or the
fulfillment of the terms hereof by the Selling Shareholder will
conflict with, result in a breach or violation of, or constitute a
default under any law or the terms of any indenture or other agreement
or instrument to which the Selling Shareholder is a party or bound, or
any judgment, order or decree applicable to the Selling Shareholder of
any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Selling Shareholder.
(viii) With respect to any statements in or omissions
from the Registration Statement or the Prospectuses or any supplements
thereto made in reliance upon and in conformity with information
furnished in writing to the Company by the Selling Shareholder, in such
capacity, specifically for use in connection with the preparation
thereof, the Selling Shareholder hereby makes the same representations
and warranties to each U.S. Underwriter as the Company makes to such
U.S. Underwriters under subparagraph (a) (iii) of this Section 1. The
U.S. Underwriters acknowledge that the statements set forth under the
heading "Principal Shareholders" as they relate to the Selling
Shareholder constitute the only information furnished in writing by or
on behalf of the Selling Shareholder for inclusion in the Preliminary
Prospectuses, the Prospectuses or the Registration Statement.
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<PAGE> 13
2. Purchase and Sale. (a) Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each U.S. Underwriter, and each U.S. Underwriter
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of $________ per share, the amount of the U.S. Underwritten Securities
set forth opposite such U.S. Underwriter's name in Schedule I hereto.
(b) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Selling Shareholder
hereby grants an option to the several U.S. Underwriters to purchase, severally
and not jointly, up to 840,000 shares of the U.S. Option Securities at the same
purchase price per share as the U.S. Underwriters shall pay for the U.S.
Underwritten Securities. Such option may be exercised only to cover
over-allotments in the sale of the U.S. Underwritten Securities by the U.S.
Underwriters. Such option may be exercised in whole or in part at any time (but
not more than once) on or before the 30th day after the date of the U.S.
Prospectus upon written or telegraphic notice by the U.S. Representatives to the
Selling Shareholder setting forth the number of shares of the U.S. Option
Securities as to which the several U.S. Underwriters are exercising the option
and the settlement date. Delivery of certificates for the shares of U.S. Option
Securities by the Selling Shareholder and payment therefor to the Selling
Shareholder shall be made as provided in Section 3 hereof. The number of shares
of the U.S. Option Securities to be purchased by each U.S. Underwriter shall be
the same percentage of the total number of shares of the U.S. Option Securities
to be purchased by the several U.S. Underwriters as such U.S. Underwriter is
purchasing of the U.S. Underwritten Securities, subject to such adjustments as
you in your absolute discretion shall make to eliminate any fractional shares.
3. Delivery and Payment. Delivery of and payment for the U.S.
Underwritten Securities (and the U.S. Option Securities if the option provided
for in Section 2(b) hereof shall have been exercised on or before the third
business day prior to the Closing Date) shall be made at 10:00 AM, New York City
time, on ________________, 1997, or such later date (not later than
____________, 1997) as the U.S. Representatives shall designate, which date and
time may be postponed by agreement among the U.S. Representatives and the
Company or as provided in Section 9 hereof (such date and time of delivery and
payment for the Securities being herein called the "Closing Date"). Delivery of
the U.S. Securities shall be made to the U.S. Representatives for the respective
accounts of the several U.S. Underwriters against payment by the several U.S.
Underwriters through the U.S. Representatives of the respective aggregate
purchase prices of the U.S. Securities being sold by the Company (and by the
Selling Shareholder, if applicable) to or upon the order of the Company (and of
the Selling Shareholder, if applicable) by means of a wire transfer of
immediately available funds in accordance with written instructions from the
Company (and from the Selling Shareholder, if applicable). Delivery of the U.S.
Underwritten Securities (and the U.S. Option Securities, if applicable) shall be
made at such location as the U.S. Representatives shall reasonably designate at
least one business day in advance of the Closing Date, and payment for the U.S.
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<PAGE> 14
Securities shall be made at the offices of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana. Certificates for the U.S.
Securities shall be registered in such names and in such denominations as the
U.S. Representatives may request not less than three full business days in
advance of the Closing Date.
The Company (and the Selling Shareholder, if applicable) agrees to have
the U.S. Securities available for inspection, checking and packaging by the U.S.
Representatives in New York, New York, not later than 1:00 PM on the business
day prior to the Closing Date.
If the option provided for in Section 2(b) hereof is exercised after
the third business day prior to the Closing Date, the Selling Shareholder will
deliver (at his own expense) to the U.S. Representatives, at Seven World Trade
Center, New York, New York, on the date specified by the U.S. Representatives
(which shall be within three business days after exercise of such option and is
referred to hereinafter as the "Option Closing Date"), certificates for the U.S.
Option Securities in such names and denominations as the U.S. Representatives
shall have requested against payment of the purchase price thereof to or upon
the order of the Selling Shareholder by means of a wire transfer of immediately
available funds in accordance with written instructions from the Selling
Shareholder. If settlement for the U.S. Option Securities occurs after the
Closing Date, the Company and the Selling Shareholder will deliver to the U.S.
Representatives on the settlement date for the U.S. Option Securities, and the
obligation of the U.S. Underwriters to purchase the U.S. Option Securities shall
be conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof.
It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the International Underwriting
Agreement.
The Selling Shareholder will pay all applicable state transfer taxes,
if any, involved in the transfer to the several U.S. Underwriters of the
Securities to be purchased by them from the Selling Shareholder and the
respective U.S. Underwriters will pay any additional stock transfer taxes
involved in further transfers.
4. Offering by U.S. Underwriters. It is understood that the
several U.S. Underwriters propose to offer the U.S. Securities for sale to the
public as set forth in the U.S. Prospectus.
5. Agreements. (a) The Company agrees with the several U.S.
Underwriters that:
(i) The Company will use its best efforts to
cause the Registration Statement, if not effective at the Execution
Time, and any amendment thereof to become effective. Prior to the
termination of the offering of the Securities, the
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<PAGE> 15
Company will not file any amendment of the Registration Statement or
supplement to the U.S. Prospectus without your prior consent, which
consent shall not be unreasonably withheld. Subject to the foregoing
sentence, if the Registration Statement has become or becomes effective
pursuant to Rule 430A, or filing of the U.S. Prospectus is otherwise
required under Rule 424(b), the Company will cause the U.S. Prospectus,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within
the time period prescribed and will provide evidence satisfactory to
the U.S. Representatives of such timely filing. The Company will
promptly advise the U.S. Representatives (A) when the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, shall have become effective, (B) when the U.S. Prospectus, and
any supplement thereto, shall have been filed (if required) with the
Commission pursuant to Rule 424(b), (C) when, prior to termination of
the offering of the Securities, any amendment to the Registration
Statement shall have been filed or become effective, (D) of any request
by the Commission for any amendment of the Registration Statement or
supplement to the U.S. Prospectus or for any additional information,
(E) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (F) of the receipt
by the Company of any notification with respect to the suspension of
the qualification of the U.S. Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose.
The Company will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(ii) If, at any time when a prospectus relating to
the U.S. Securities is required to be delivered under the Act, any
event occurs as a result of which the U.S. Prospectus as then
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend the Registration
Statement or supplement the U.S. Prospectus to comply with the Act, the
Exchange Act or the respective rules thereunder, the Company promptly
will (i) prepare and file with the Commission, subject to the second
sentence of paragraph (a)(i) of this Section 5, an amendment or
supplement that will correct such statement or omission or effect such
compliance and (ii) supply any supplemented U.S. Prospectus to you in
such quantities as you may reasonably request.
(iii) As soon as practicable, the Company will make
generally available to its security holders and to the U.S.
Representatives an earnings statement or statements of the Company and
its Subsidiaries that will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
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<PAGE> 16
(iv) The Company will furnish to the U.S.
Representatives and counsel for the U.S. Underwriters, without charge,
signed copies of the Registration Statement (including exhibits
thereto) and to each other U.S. Underwriter a copy of the Registration
Statement (without exhibits thereto) and, so long as delivery of a
prospectus by a U.S. Underwriter or dealer may be required by the Act,
as many copies of each U.S. Preliminary Prospectus and the U.S.
Prospectus and any supplement thereto as the U.S. Representatives may
reasonably request. The Company will pay the expenses of printing or
other production of all documents relating to the offering.
(v) The Company will arrange for the qualification of
the U.S. Securities for sale under the laws of such jurisdictions in
the United States as the U.S. Representatives may designate, will
maintain such qualifications in effect so long as required for the
distribution of the U.S. Securities and will pay the fee of the NASD,
in connection with its review of the offering.
(vi) The Company will not, for a period of 180 days
following the Execution Time, without the prior written consent of the
U.S. Representatives, offer, sell or contract to sell, or otherwise
dispose of, directly or indirectly, or announce the offering of, any
other shares of Common Stock or any securities convertible into, or
exchangeable for, shares of Common Stock; provided, however, that the
Company may issue and sell Common Stock pursuant to any employee
benefit plan, stock ownership plan or dividend reinvestment plan of the
Company in effect at the Execution Time and described in the
Registration Statement and Prospectuses.
(b) The Selling Shareholder agrees with the several U.S.
Underwriters that during the period of 180 days following the Execution Time the
Selling Shareholder will not, without the prior written consent of the U.S.
Representatives, offer, sell or contract to sell, or otherwise dispose of,
directly or indirectly, or announce the offering of, any other shares of Common
Stock owned by the Selling Shareholder, or any securities convertible into, or
exchangeable for, shares of Common Stock, other than shares of Common Stock
disposed of as bona fide gifts to persons who agree in writing to be bound by
the foregoing restrictions.
(c) Each U.S. Underwriter agrees that (i) it is not purchasing
any of the U.S. Securities for the account of any non-United States or Canadian
Person, (ii) it has not offered or sold, and will not offer or sell, directly or
indirectly, any of the U.S. Securities or distribute any U.S. Prospectus to any
person outside the United States or Canada, or to any non-United States or
Canadian Person, and (iii) any dealer to whom it may sell any of the U.S.
Securities will represent that it is not purchasing for the account of any
non-United States or Canadian Person and agree that it will not offer or resell,
directly or indirectly, any of the U.S. Securities outside the United States or
Canada, or to any non-United States or Canadian Person or to any other dealer
who does not so represent and agree; provided, however, that the foregoing shall
not restrict (A) purchases and sales between the U.S.
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<PAGE> 17
Underwriters on the one hand and the International Underwriters on the other
hand pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, (B) stabilization transactions contemplated under the Agreement
Between U.S. Underwriters and International Underwriters, conducted through
Salomon Brothers Inc (or through the U.S. Representatives and International
Representatives) as part of the distribution of the Securities, and (C) sales to
or through (or distributions of U.S. Prospectuses or U.S. Preliminary
Prospectuses to) United States or Canadian Persons who are investment advisors,
or who otherwise exercise investment discretion, and who are purchasing for the
account of any non-United States or Canadian Person.
(d) The agreements of the U.S. Underwriters set forth
in paragraph (c) of this Section 5 shall terminate upon the earlier of the
following events:
(i) a mutual agreement of the U.S. Representatives
and the International Representatives to terminate the selling
restrictions set forth in paragraph (c) of this Section 5 and Section
5(c) of the International Underwriting Agreement; or
(ii) the expiration of a period of 30 days after the
Closing Date, unless (A) the International Representatives shall have
given notice to the Company and the U.S. Representatives that the
distribution of the International Securities by the International
Underwriters has not yet been completed, or (B) the U.S.
Representatives shall have given notice to the Company and the
International Underwriters that the distribution of the U.S. Securities
by the U.S. Underwriters has not yet been completed. If such notice by
the U.S. Representatives or the International Representatives is given,
the agreements set forth in such paragraph (c) shall survive until the
earlier of (1) the event referred to in clause (i) of this subsection
(d) or (2) the expiration of an additional period of 30 days from the
date of any such notice.
6. Conditions to the Obligations of the U.S. Underwriters.
The obligations of the U.S. Underwriters to purchase the U.S. Underwritten
Securities and the U. S. Option Securities, as the case may be, shall be subject
to the accuracy of the representations and warranties on the part of the Company
and the Selling Shareholder contained herein as of the Execution Time, the
Closing Date and any settlement date pursuant to Section 3 hereof, to the
accuracy of the statements of the Company and the Selling Shareholder made in
any certificates pursuant to the provisions hereof, to the performance by the
Company and the Selling Shareholder of their respective obligations hereunder
and to the following additional conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the U.S. Representatives agree in writing to
a later time, the Registration Statement will become effective not later than
(i) 6:00 PM New York City time on the date of determination of the public
offering price, if such determination occurred at
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<PAGE> 18
or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the
business day following the day on which the public offering price was
determined, if such determination occurred after 3:00 PM New York City time on
such date; if filing of the U.S. Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the U.S. Prospectus, and any such supplement,
will be filed in the manner and within the time period required by Rule 424(b);
and no stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or threatened.
(b) The Company shall have furnished to the U.S.
Representatives:
(i) the opinion of Vinson & Elkins L.L.P.,
counsel for the Company, dated the Closing Date, to the effect that:
(1) the Registration Statement has become
effective under the Act; any required filing of the
Prospectuses, and any supplements thereto, pursuant to Rule
424(b) has been made in the manner and within the time period
required by Rule 424(b); to the knowledge of such counsel, no
stop order suspending the effectiveness of the Registration
Statement has been issued, no proceedings for that purpose
have been instituted or threatened and the Registration
Statement and the Prospectuses (other than the financial
statements and other financial and statistical information
contained therein as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of the Act and the rules thereunder;
(2) the filing of the Registration Statement
and the execution and delivery of this Agreement have been
duly and validly authorized, and this Agreement has been duly
executed and delivered by the Company;
(3) all contracts, agreements, instruments,
leases and licenses required to be described in the
Registration Statement or the Prospectuses have been so
described in all material respects. All contracts, agreements,
instruments, leases and licenses required to be filed as an
exhibit to the Registration Statement have been so filed or
incorporated by reference therein;
(4) neither the issuance and sale of the
Securities, the execution, delivery and performance by the
Company of this Agreement, nor the consummation of any of the
transactions herein contemplated and the fulfillment of the
terms hereof, (A) requires the consent, approval,
authorization, registration or qualification of or with any
governmental authority, except such as have been obtained
under the Act, and such as may be required under state
securities or Blue Sky laws, the laws of
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<PAGE> 19
jurisdictions outside the United States and the by-laws and
rules of the NASD and, if the Registration Statement is not
effective under the Act as of the Execution Time, such as may
be required (and shall be obtained as provided in this
Agreement) under the Act, or (B) results in a breach or
violation of any of the terms and conditions of, or constitute
a default under, any indenture, mortgage, deed of trust,
lease, license or other agreement or instrument described in
the Registration Statement or the Prospectuses or filed as an
exhibit to the Registration Statement and to which the Company
or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries or any of their respective
properties are bound, or the charter documents or by-laws of
the Company or any of its Subsidiaries, or any U.S. statute,
rule or regulation (other than state securities or Blue Sky
laws or rules or regulations of the NASD with respect to which
such counsel expresses no opinion) known by such counsel to be
applicable to the Company or any of its Subsidiaries or any
judgment, decree or order of any court or other governmental
authority or any arbitrator known to such counsel to be
applicable to the Company or any of its Subsidiaries;
(5) to the knowledge of such counsel and
except as set forth in the Prospectuses, there is not now
pending or threatened, any action, suit or proceeding to which
the Company or any of its Subsidiaries is a party before or by
any court or governmental agency or body (including without
limitation proceedings of the Commission pursuant to Section
8(b) of the Act) (except that such counsel shall express no
opinion as to any state securities or Blue Sky authority)
that, if determined adversely to the Company or such
Subsidiary, is reasonably likely to result in any material
adverse change in the condition (financial or other),
business, properties, assets or results of operations of the
Company and its subsidiaries taken as a whole, or is
reasonably likely to affect the ability of the Company to
carry out its obligations hereunder;
(6) the Company has been duly incorporated
and each of the Company and the Company's Subsidiaries and is
validly existing as a corporation or other business entity in
good standing under the laws of the jurisdiction in which it
was chartered or organized, with full corporate power and
authority to own its properties and conduct its business as
described in the Registration Statement and the Prospectuses;
and each of the Company and its Subsidiaries is duly qualified
to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction that requires
such qualification wherein it owns or leases properties or
conducts business and in which the failure, individually or in
the aggregate, to be so qualified could have a material
adverse effect on the condition (financial or other),
business, properties, assets or results of operations of the
Company and its subsidiaries taken as a whole;
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<PAGE> 20
(7) all of the outstanding shares of capital
stock of each of the Subsidiaries have been duly authorized
and validly issued and are fully paid and nonassessable, and
all the outstanding shares of capital stock of the
Subsidiaries (except in the case of CCC, of which the Company
only owns 49% of the outstanding capital stock) are held of
record by the Company or its other subsidiaries and, to the
knowledge of such counsel, are owned by the Company or its
other subsidiaries free and clear of any perfected security
interest and, to the knowledge of such counsel, any other
security interests, claims, liens or encumbrances except for
restrictions imposed by the Act or applicable state securities
law or, in the case of CCC, the CCC Shareholders Agreement. To
the knowledge of such counsel, such shares of capital stock of
the Subsidiaries have not been issued in violation of any
preemptive rights or, to the knowledge of such counsel, other
rights of first refusal. To the knowledge of such counsel, no
options, warrants or other rights to purchase or otherwise
acquire any authorized but unissued shares of capital stock of
any Subsidiary or any security convertible into shares of such
capital stock are now outstanding and no shares of such
capital stock have been reserved for issuance;
(8) the Company's authorized equity
capitalization is as set forth under the heading
"Capitalization" in the Prospectuses, as of the date set forth
therein, and as of the date hereof, and the outstanding shares
of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable. The Securities have been
duly and validly authorized ,and, when issued and delivered to
and paid for by the U.S. Underwriters pursuant to this
Agreement or the International Underwriters as contemplated by
the International Underwriting Agreement will be validly
issued (assuming the certificates evidencing such Securities
have been duly executed by the Company's Transfer Agent, an
assumption which such counsel shall not be required to
verify), fully paid and nonassessable. Except pursuant to this
Agreement or the International Underwriting Agreement and as
set forth in the Prospectuses, no options, warrants,
preemptive rights or, to the knowledge of such counsel, any
other rights to purchase or otherwise acquire any authorized
but unissued shares of Common Stock of the Company or any
security convertible into shares of Common Stock of the
Company are now outstanding and no shares of Common Stock have
been reserved for issuance. To the knowledge of such counsel,
no shares of Common Stock are required pursuant to any
contract or other right to be included in the Registration
Statement, other than the shares held by William J. Dore
included therein;
(9) to the knowledge of such counsel,
neither the Company nor any of its Subsidiaries is in breach
of any term or provision of its charter or by-laws and no
default exists (and no event has occurred that with notice
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<PAGE> 21
or lapse of time, or both, would constitute a default) in the
due performance and observance of any term, covenant or
condition of any indenture, mortgage, deed of trust, lease,
note, bank loan or credit agreement, license or any other
agreement, including without limitation any U.S. government
ship financing bonds, described in the Registration Statement
or the Prospectuses or filed as an exhibit to the Registration
Statement and to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries
or any of their respective properties may be bound, which
breach or default would have a material adverse effect on the
condition (financial or other), business, properties, assets
or results of operations of the Company and its subsidiaries
taken as a whole; and
(10) the Company is not an "investment
company" within the meaning of the Investment Company Act of
1940, as amended.
(11) the statements in the International
Prospectus under the caption "Certain United States Tax
Consequences to Non-United State Holders" constitute fair
summaries of the matters referred to therein.
In addition, such counsel shall state that such counsel has participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants of the Company, the
Selling Shareholder and representatives of the U.S. Underwriters at which the
contents of the Registration Statement and the Prospectuses were discussed and,
although such counsel is not passing upon and does not assume responsibility for
the accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectuses (except as and to the extent stated
in subparagraph (3) and the first sentence of subparagraph (8) above), such
counsel advises that, on the basis of the foregoing (relying as to materiality
to a large extent upon officers and other representatives of the Company), no
facts came to the attention of such counsel that have caused them to believe
that the Registration Statement or any amendment thereto at the time such
Registration Statement or amendment became effective and on the date hereof,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, or
that the Prospectuses or any supplement thereto at the date of such Prospectuses
or such supplement, and at the date hereof as the case may be, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading (it being
understood that such counsel need express no comment with respect to the
financial statements and schedules and other financial or statistical data
included or incorporated by reference in the Registration Statement or the
Prospectuses).
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<PAGE> 22
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
Texas and the United States or the Louisiana Business Corporation Law (the
"LBCL"), to the extent they deem proper and so specify in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the U.S. Underwriters, and (B) as to matters
of fact, to the extent they deem proper, on certificates of responsible officers
of the Company and public officials.
(ii) the opinion of Kerry Williams, general counsel
to the Company dated the Closing Date to the effect that:
(1) to the knowledge of such counsel, each
of the Company and its Subsidiaries possesses all consents,
certificates, approvals, authorizations, orders,
registrations, qualifications, licenses and permits of and
from all state and federal public, regulatory or governmental
agencies and bodies necessary to the ownership, leasing and
operation of its properties and the conduct of its business as
described in the Registration Statement and the Prospectuses,
except where the failure to obtain or maintain any such
consent, certificate, approval, authorization, order,
registration, qualification, license or permit would not have
a material adverse effect upon the condition (financial or
other), business, properties, assets or results of operations
of the Company and its Subsidiaries taken as a whole, and, to
the knowledge of such counsel, neither the Company nor any
such Subsidiary has received any notice of proceedings
relating to the revocation or modification of any such
consent, certificate, approval, authorization, order,
registration, qualification, license or permit that, singly or
in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would result in a material adverse change
in the condition (financial or other), business, properties,
assets or results of operations of the Company and its
Subsidiaries taken as a whole;
(2) to the knowledge of such counsel, each
of the Company and its Subsidiaries (and the manner in which
each of them conducts its business or proposes to conduct its
business) is in material compliance with all laws, ordinances
or governmental rules or regulations to which it is subject,
including without limitation any rules or regulations of the
Minerals Management Service of the United States Department of
Interior, the United States Coast Guard and the Environmental
Protection Agency;
(3) to the knowledge of such counsel, the
Company and its Subsidiaries have good and defensible title to
all of the real property, vessels and assets described as
owned by each of them in the Prospectuses, in each case free
and clear of any security interests, liens, encumbrances,
equities, claims and other defects, except (A) such as are
disclosed in the
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<PAGE> 23
Prospectuses or do not materially and adversely affect the
value of such property, and (B) such as do not interfere in
any material respect with the use made or proposed to be made
of such property by the Company or such
Subsidiary; and to the knowledge of such counsel, any real
property and buildings held under any lease by the Company or
its Subsidiaries are held under leases that are valid,
existing and in full force and effect, except where the
failure to be valid, existing and in full force and effect
would not have a material adverse effect on the condition
(financial or other), business, properties, assets or results
of operations of the Company and its Subsidiaries taken as a
whole; and
(4) to the knowledge of such counsel, the
Company and its Subsidiaries own or have the right to use all
patents, licenses, sublicenses and rights thereof that are
described in the Prospectuses, except for those the absence of
which would not in the aggregate have a material adverse
effect on the condition (financial or other), business,
properties, assets or results of operations of the Company and
its Subsidiaries taken as a whole, and, to the knowledge of
such counsel, no default exists (and no event has occurred
that with notice or lapse of time, or both, would constitute a
default) in the due performance of and observance of, and no
event has occurred (including in connection with the offering
of the Securities contemplated by this Agreement) that would
have a material adverse effect on the Company's or any such
Subsidiary's right to use the patented equipment and
technology currently used by the Company or any such
Subsidiary under any term, covenant or condition of any
license or sublicense to which the Company or any such
Subsidiary is a party.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
Texas and the United States or the Louisiana Business Corporation Law (the
"LBCL"), to the extent they deem proper and so specify in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the U.S. Underwriters, and (B) as to matters
of fact, to the extent they deem proper, on certificates of responsible officers
of the Company and public officials.
(c) In the event the option granted pursuant to Section 2(b)
is exercised, the Selling Shareholder shall have furnished to the U.S.
Representatives the opinion of Vinson & Elkins L.L.P., counsel for the Selling
Shareholder, dated the Option Closing Date or, if the option granted pursuant to
Section 2(b) hereof has been exercised on or before the third business day prior
to the Closing Date, the Closing Date, to the effect that:
(i) this Agreement, the Custody Agreement and the
Power of Attorney have been duly executed and delivered by the Selling
Shareholder and are valid and binding on the Selling Shareholder, and
the Selling Shareholder has full
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<PAGE> 24
legal right and authority to sell, transfer and deliver in the manner
provided in this Agreement the Securities being sold by the Selling
Shareholder hereunder;
(ii) upon the delivery by the Selling Shareholder to
the several U.S. Underwriters of certificates for the U.S. Option
Securities being sold hereunder by the Selling Shareholder against
payment therefor as provided herein, the U.S. Underwriters (assuming
they are bona fide purchasers within the meaning of the Uniform
Commercial Code) will acquire good and marketable title to such U.S.
Option Securities, free and clear of all liens, encumbrances, equities
and claims whatsoever;
(iii) to the knowledge of such counsel, no consent,
approval, authorization or order of any court or governmental agency or
body is required for the consummation by the Selling Shareholder of the
transactions contemplated herein, except such as may have been obtained
under the Act and such as may be required under the state securities or
Blue Sky laws of any jurisdiction or the by-laws of the NASD in
connection with the purchase and distribution of the Securities by the
U.S. Underwriters and such other approvals (specified in such opinion)
as have been obtained; and
(iv) neither the sale of the U.S. Option Securities
by the Selling Shareholder, the execution, delivery and performance by
the Selling Shareholder of this Agreement, nor the consummation of any
other of the transactions contemplated herein by the Selling
Shareholder or the fulfillment of the terms hereof or thereof by the
Selling Shareholder will result in a breach or violation of, or
constitute a default under the terms of any indenture or other
agreement or instrument known to such counsel and to which the Selling
Shareholder is a party or bound, or any law, judgment, order or decree
known to such counsel to be applicable to the Selling Shareholder of
any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Selling Shareholder.
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Texas and the
United States or under the LBCL, to the extent they deem proper and specified in
such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable and who are satisfactory to counsel for the Underwriters,
and (B) as to matters of fact, to the extent they deem proper, on certificates
of the Selling Shareholder and public officials.
(d) The U.S. Representatives shall have received from Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., counsel for the U.S.
Underwriters, such opinion or opinions, dated the Closing Date, with respect to
the issuance and sale of the U.S. Securities, the Registration Statement, the
Prospectuses (together with any supplement thereto) and other related matters as
the U.S. Representatives may
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<PAGE> 25
reasonably require, and the Company and the Selling Shareholder shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(e) The Company shall have furnished to the U.S.
Representatives a certificate of the Company, signed by the Chairman of the
Board or the President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the
Prospectuses, any supplements to the Prospectuses, this Agreement and the
International Underwriting Agreement and that:
(i) the representations and warranties of the Company
in this Agreement are true and correct in all material respects on and
as of the Closing Date with the same effect as if made on the Closing
Date and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or prior
to the Closing Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the best knowledge of the Company,
threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectuses (exclusive of any supplement
thereto), there has been no material adverse change in the condition
(financial or other), business, properties, assets, prospects or
results of operations of the Company and its subsidiaries, whether or
not arising from transactions in the ordinary course of business,
except as set forth in or contemplated in the Prospectuses (exclusive
of any supplement thereto).
(f) If the Option granted pursuant to Section 2(b) is
exercised, the Selling Shareholder shall have furnished to the U.S.
Representatives a certificate, signed by the Selling Shareholder or an
Attorney-In-Fact, dated the Option Closing Date or, if the option granted by
Section 2(b) hereof has been exercised on or before the third business day prior
to the Closing Date, the Closing Date, to the effect that the signer of such
certificate has carefully examined the Registration Statement, the Prospectuses,
any supplement to the Prospectuses, this Agreement and the International
Underwriting Agreement and that the representations and warranties of the
Selling Shareholder in this Agreement are true and correct in all material
respects on and as of the Option Closing Date or, if the option granted by
Section 2(b) hereof has been exercised on or before the third business day prior
to the Closing Date, as of the Closing Date, to the same effect as if made on
the Option Closing Date or the Closing Date, as the case may be.
(g) At the Execution Time and at the Closing Date,
Deloitte & Touche LLP shall have furnished to the U.S. Representatives letters,
dated respectively as of the
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<PAGE> 26
Execution Time and as of the Closing Date, in form and substance satisfactory to
the U.S. Representatives, confirming that they are independent accountants
within the meaning of the Act, the Exchange Act and the respective applicable
published rules and regulations thereunder and stating in effect that:
(i) in their opinion (A) the audited consolidated
financial statements and financial statement schedules of the Company
included or incorporated in the Registration Statement and the
Prospectuses and reported on by them comply as to form in all material
respects with the applicable accounting requirements of the Act and the
related published rules and regulations thereunder and constitute the
only audited financial statements required to be included or
incorporated therein, and (B) the pro forma financial information and
the pro forma consolidated financial statements included or
incorporated in the Registration Statement and the Prospectuses
constitute the only pro forma information and pro forma statements
required to be included or incorporated therein under the applicable
accounting requirements of the Act and the related published rules and
regulations.
(ii) on the basis of a reading of the latest
unaudited consolidated financial statements made available by the
Company; carrying out certain specified procedures (but not an
examination in accordance with generally accepted auditing standards)
which would not necessarily reveal matters of significance with respect
to the comments set forth in such letter; a reading of the minutes of
the meetings of the shareholders and directors of the Company and its
Subsidiaries; and inquiries of certain officials of the Company and its
Subsidiaries who have responsibility for financial and accounting
matters of the Company and its Subsidiaries as to transactions and
events subsequent to March 31, 1996, nothing came to their attention
that caused them to believe that:
(1) any unaudited financial statements
included or incorporated in the Registration Statement and the
Prospectuses do not comply in form in all material respects
with applicable accounting requirements and with the published
rules and regulations of the Commission with respect to
financial statements included or incorporated in quarterly
reports on Form 10-Q under the Exchange Act; and said
unaudited financial statements are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included or incorporated in the Registration
Statement and the Prospectuses;
(2) with respect to the period subsequent to
March 31, 1996, there were any changes, at a specified date
not more than five business days prior to the date of each
such letter, in the consolidated long-term debt, less current
maturities, of the Company or capital stock of the
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<PAGE> 27
Company, and as of the date of the latest available month-end
consolidated financial statements, there were any decreases in
the consolidated shareholders' equity of the Company, or
decreases in consolidated receivables of the Company as
compared with the amounts shown on the March 31, 1996
consolidated balance sheet included or incorporated in the
Registration Statement and the Prospectuses, or for the period
from March 31, 1996 to the date of the latest available
month-end consolidated financial statements there were any
decreases, as compared with the corresponding period in the
preceding year, in consolidated contract revenues,
consolidated income before income taxes or in total or per
share amounts of consolidated net income of the Company,
except in all instances for changes or decreases set forth in
such letter, in which case the letter shall be accompanied by
an explanation by the Company as to the significance thereof
unless such explanation is not deemed necessary by the U.S.
Representatives; or
(3) any unaudited amounts of contract
revenues, net income and net income per average common share
included under the heading "Recent Developments" in the
Registration Statement and the Prospectuses do not agree with
the amounts set forth in the unaudited financial statements
for the same periods or were not determined on a basis
consistent with that of the corresponding amounts in the
audited financial statements included or incorporated in the
Registration Statement and the Prospectuses; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived
from the general accounting records of the Company and its
Subsidiaries) set forth in the Registration Statement and the
Prospectuses, including without limitation the information set forth
under the captions "Prospectus Summary" and "Selected Financial Data"
and the information included in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the
Prospectuses, the information included or incorporated in Items 1, 2,
6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated
in the Registration Statement and the Prospectuses, and the information
included in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or incorporated in the
Company's Quarterly Report on Form 10-Q, incorporated in the
Registration Statement and Prospectuses agree with the accounting
records of the Company and its Subsidiaries, excluding any questions of
legal interpretation.
(iv) On the basis of a reading of the unaudited pro
forma consolidated financial statements included in the Registration
Statement and Prospectuses, carrying out certain specified procedures;
inquiries of certain officials
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<PAGE> 28
of the Company and its Subsidiaries who have responsibility for
financial and accounting matters; and proving the arithmetic accuracy
of the application of the pro forma adjustments to the historical
amounts in the pro forma financial statements, nothing came to their
attention that caused them to believe that the pro forma consolidated
financial statements do not comply as to form in all material respects
with the applicable accounting requirements of Rule 11-02 of Regulation
S-X or that the pro forma adjustments have not been properly applied to
the historical amounts in the compilation of such statements.
References to the Prospectuses in this paragraph (g) include any
supplement thereto at the date of the letter.
(h) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Prospectuses (exclusive of any supplement thereto),
there shall not have been (i) any change or decrease specified in the letters
referred to in paragraph (g) of this Section 6 or (ii) any change, or any
development involving a prospective change, in or affecting the business or
properties of the Company and its subsidiaries the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the judgment of the U.S.
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the U.S. Securities as
contemplated by the Registration Statement (exclusive of any amendment thereof)
and the Prospectuses (exclusive of any supplement thereto).
(i) Prior to the Closing Date, the Company shall have
furnished to the U.S. Representatives such further information, certificates
and documents as the U.S. Representatives may reasonably request.
(j) The closing of the purchase of the International
Securities to be issued and sold by the Company pursuant to the International
Underwriting Agreement shall occur concurrently with the closing described
herein.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the U.S. Representatives and counsel for the U.S. Underwriters,
this Agreement and all obligations of the U.S. Underwriters hereunder may be
canceled at, or at any time prior to, the Closing Date by the U.S.
Representatives. Notice of such cancellation shall be given to the Company and
the Selling Shareholder in writing or by telephone or telegraph confirmed in
writing.
7. Reimbursement of U.S. Underwriters' Expenses. If the sale of
the Securities provided for herein is not consummated because any condition to
the obligations of the U.S. Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or because
of any refusal, inability or failure on the part of
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<PAGE> 29
the Company or the Selling Shareholder to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the U.S.
Underwriters, the Company will reimburse the U.S. Underwriters severally upon
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities. If the Company is
required to make any payments to the U.S. Underwriters under this Section 7
because of the Selling Shareholder's refusal, inability or failure to satisfy
any condition to the obligations of the U.S. Underwriters set forth in Section
6, the Selling Shareholder shall reimburse the Company on demand for all amounts
so paid.
8. Indemnification and Contribution. (a) The Company and the Selling
Shareholder jointly and severally agree to indemnify and hold harmless each U.S.
Underwriter, the directors, officers, employees and agents of each U.S.
Underwriter and each person who controls any U.S. Underwriter within the meaning
of either the Act or the Exchange Act, against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement for the registration of the
Securities as originally filed or in any amendment thereof, or in any U.S.
Preliminary Prospectus or in either of the Prospectuses, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and agree to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company and the Selling Shareholder will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any U.S. Underwriter
through the U.S. Representatives specifically for inclusion therein; and further
provided, that such indemnity with respect to any U.S. Preliminary Prospectus
shall not inure to the benefit of a U.S. Underwriter (or any person controlling
a U.S. Underwriter) from whom the person asserting any such loss, claim, damage
or liability purchased the Securities that are the subject thereof, if such
person did not receive a copy of the U.S. Prospectus (or the U.S. Prospectus, as
amended or supplemented) at or prior to the written confirmation of the sale of
such Securities to such person where such delivery of the U.S. Prospectus (or
the U.S. Prospectus, as amended or supplemented) is required by the Act, unless
such failure to deliver was a result of the Company's failure to deliver the
U.S. Prospectus in accordance with Section 5(a)(iv) of this Agreement, and if
the untrue statement or omission of a material fact contained in such U.S.
Preliminary Prospectus was corrected in the U.S. Prospectus (or the U.S.
Prospectus, as amended or supplemented). This indemnity agreement will be in
addition to any liability which the Company or the
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<PAGE> 30
Selling Shareholder may otherwise have. Notwithstanding the provisions of this
Section 8(a), the Selling Shareholder shall not be liable under this Section
8(a) in an amount exceeding the product of the purchase price as set forth in
Section 2 hereof and the number of shares sold by the Selling Shareholder.
(b) Each U.S. Underwriter severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its officers who signs
the Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act and the Selling Shareholder, to
the same extent as the foregoing indemnity to each U.S. Underwriter, but only
with reference to written information relating to such U.S. Underwriter
furnished to the Company by or on behalf of such U.S. Underwriter through the
U.S. Representatives specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any U.S. Underwriter may otherwise have. The Company and the
Selling Shareholder acknowledge that the statements set forth in the last
paragraph of the cover page and under the heading "Underwriting" in any U.S. or
International Preliminary Prospectus and the Prospectuses constitute the only
information furnished in writing by or on behalf of the several U.S.
Underwriters for inclusion in any U.S. or International Preliminary Prospectus
or the Prospectuses, and you, as the U.S. Representatives, confirm that such
statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are
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<PAGE> 31
different from or additional to those available to the indemnifying party, (iii)
the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified party or parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party or
parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or
proceeding.
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, except as a result of the limitations of the
Selling Shareholder's indemnification liability provided by Section 8(a) hereof,
the Company and the Selling Shareholder, jointly and severally, and the U.S.
Underwriters agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively, "Losses") to which the
Company, the Selling Shareholder and one or more of the U.S. Underwriters may be
subject in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Selling Shareholder, on the one hand, and by the
U.S. Underwriters, on the other, from the offering of the Securities; provided,
however, that in no case shall any U.S. Underwriter (except as may be provided
in any agreement among underwriters relating to the offering of the Securities)
be responsible for any amount in excess of the underwriting discount or
commission applicable to the Securities purchased by such U.S. Underwriter
hereunder, and further provided, that in no case shall the Selling Shareholder
be responsible for any amount in excess of the limit set forth in paragraph (a)
above. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Selling Shareholder, jointly and
severally, and the U.S. Underwriters shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Selling Shareholder, on the one hand, and of the
U.S. Underwriters, on the other, in connection with the statements or omissions
which resulted in such Losses, as well as any other relevant equitable
considerations; provided, however, that in no case shall the Selling Shareholder
be responsible for any amount in excess of the limit set forth in paragraphs (a)
above, respectively. Benefits received by the Company and the Selling
Shareholder shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses), and benefits received by the U.S.
Underwriters shall be deemed to be equal to the total underwriting discounts and
commissions, in each case as set forth on the cover page of the U.S. Prospectus.
Relative fault shall be determined by reference to whether any alleged untrue
statement or omission relates to information provided by the Company, the
Selling Shareholder or the U.S. Underwriters. The Company, the Selling
Shareholder and the U.S. Underwriters agree that
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<PAGE> 32
it would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation that does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls a U.S. Underwriter within the meaning
of either the Act or the Exchange Act and each director, officer, employee and
agent of a U.S. Underwriter shall have the same rights to contribution as such
U.S. Underwriter; each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company; and each agent of the Selling
Shareholder shall have the same rights to contribution as the Selling
Shareholder, subject in each case to the applicable terms and conditions of this
paragraph (d).
9. Default by a U.S. Underwriter. If any one or more U.S. Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such U.S. Underwriter or U.S. Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining U.S. Underwriters shall be
obligated severally to take up and pay for (in the respective proportions that
the amount of U.S. Securities set forth opposite their names in Schedule I
hereto bears to the aggregate amount of U.S. Securities set forth opposite the
names of all the remaining U.S. Underwriters) the Securities which the
defaulting U.S. Underwriter or U.S. Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of U.S.
Securities which the defaulting U.S. Underwriter or U.S. Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of U.S. Securities
set forth in Schedule I hereto, the remaining U.S. Underwriters shall have the
right to purchase all, but shall not be under any obligation to purchase any, of
the U.S. Securities, and if such nondefaulting U.S. Underwriters do not purchase
all the U.S. Securities, this Agreement will terminate without liability to any
nondefaulting U.S. Underwriter, the Selling Shareholder or the Company. In the
event of a default by any U.S. Underwriter as set forth in this Section 9, the
Closing Date shall be postponed for such period, not exceeding seven days, as
the U.S. Representatives shall determine in order that the required changes in
the Registration Statement and the U.S. Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting U.S. Underwriter of its liability, if any, to the Company, the
Selling Shareholder and any nondefaulting U.S. Underwriter for damages
occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination
in the absolute discretion of the U.S. Representatives, by notice given to the
Company and the Selling Shareholder prior to delivery of and payment for the
Securities, if prior to such time (i) trading in the Company's Common Stock
shall have been suspended by the Commission or the National Association of
Securities Dealers Automated Quotation National Market
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<PAGE> 33
System or trading in securities generally on the New York Stock Exchange or the
National Association of Securities Dealers Automated Quotation National Market
System shall have been suspended or limited or minimum prices shall have been
established on either of such Exchange or Market System, (ii) a banking
moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the judgment of the U.S. Representatives, impracticable or
inadvisable to proceed with the offering or delivery of the U.S. Securities as
contemplated by the U.S.
Prospectus (exclusive of any supplement thereto).
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, of the Selling Shareholder and of the U.S. Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any U.S.
Underwriter, the Selling Shareholder or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the U.S. Securities. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancellation of this
Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the U.S. Representatives, will be
mailed, delivered or telegraphed and confirmed to them, care of Salomon Brothers
Inc, at Seven World Trade Center, New York, New York, 10048; or, if sent to the
Company or the Selling Shareholder, will be mailed, delivered or telegraphed and
confirmed to it at 107 Global Circle Drive, Lafayette, Louisiana 70503,
attention of the Legal Department.
13. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
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<PAGE> 34
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Selling Shareholder and the several U.S. Underwriters.
GLOBAL INDUSTRIES, LTD.
By:
------------------------------------------
William J. Dore, Chief Executive Officer
THE SELLING SHAREHOLDER:
-----------------------------------------
William J. Dore
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
SALOMON BROTHERS INC
HOWARD, WEIL, LABOUISSE,
FRIEDRICHS INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.
SCHRODER WERTHEIM & CO.
INCORPORATED
By: SALOMON BROTHERS INC
By:
-----------------------------------
Vice President
For themselves and the other several U.S. Underwriters named in Schedule I to
the foregoing Agreement.
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<PAGE> 35
SCHEDULE I
Number of Shares of
Underwritten Securities
U.S. Underwriters to be Purchased
-----------------------
Salomon Brothers Inc..................................
Howard, Weil, Labouisse, Friedrichs Incorporated......
Raymond James & Associates, Inc.......................
Schroder Wertheim & Co. Incorporated..................
Total.................................................
===============
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<PAGE> 36
SCHEDULE II
ADDITIONAL EQUITY INTERESTS
-36-
<PAGE> 1
GLOBAL INDUSTRIES, LTD.
1,400,000 Shares*
Common Stock
($.01 par value)
INTERNATIONAL UNDERWRITING AGREEMENT
London, England
January _____, 1997
Salomon Brothers International Limited
Howard, Weil, Labouisse, Friedrichs Incorporated
Raymond James & Associates, Inc.
J. Henry Schroder & Co. Limited
As Representatives of the several International Underwriters,
c/o Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB
ENGLAND
Dear Sirs:
Global Industries, Ltd., a Louisiana corporation (the "Company"),
proposes to sell to the several international underwriters named in Schedule I
hereto (the "International Underwriters"), for whom you (the "International
Representatives") are acting as representatives, 1,400,000 shares of the common
stock, $.01 par value per share (the "Common Stock"), of the Company, (such
shares to be issued and sold by the Company being hereinafter called the
"International Underwritten Securities"). In addition, William J. Dore (the
"Selling Shareholder") proposes to grant to the International Underwriters an
option to purchase up to an additional 210,000 shares of Common Stock (the
"International Option Securities;" the International Option Securities, together
with the International Underwritten Securities, being hereinafter called the
"International Securities") solely to cover over-allotments.
- --------
*Plus an option to purchase up to 210,000 additional shares to cover
over-allotments.
<PAGE> 2
It is understood by all parties that the Company and the Selling
Shareholder are concurrently entering into an agreement dated the date hereof
(the "U.S. Underwriting Agreement") providing for the sale by the Company of
5,600,000 shares of Common Stock (such shares to be sold by the Company pursuant
to the U.S. Underwriting Agreement being hereinafter called the "U.S.
Underwritten Securities") in the United States and Canada through arrangements
with certain underwriters in the United States (the "U.S. Underwriters"), for
whom Salomon Brothers Inc, Howard Weil, Labouisse, Friedrichs Incorporated,
Raymond James & Associates, Inc. and Schroder Wertheim & Co. Incorporated are
acting as representatives (the "U.S. Representatives"). In addition, the Selling
Shareholder proposes to grant to the U.S. Underwriters an option to purchase up
to 840,000 additional shares of Common Stock solely to cover over-allotments
(the "U.S. Option Securities;" the U.S. Option Securities, together with the
U.S. Underwritten Securities, being hereinafter called the "U.S. Securities,"
and the U.S. Securities, together with the International Securities, being
hereinafter called the "Securities"). It is further understood and agreed that
the U.S. Underwriters and the International Underwriters simultaneously are
entering into an agreement between the U.S. Underwriters and International
Underwriters (the "Agreement Between U.S. Underwriters and International
Underwriters") pursuant to which, among other things, the International
Underwriters may purchase from the U.S. Underwriters a portion of the U.S.
Securities to be sold pursuant to the U.S. Underwriting Agreement and the U.S.
Underwriters may purchase from the International Underwriters a portion of the
International Securities to be sold pursuant to this Agreement.
1. Representations and Warranties.
(a) The Company represents and warrants to, and agrees with,
each International Underwriter as set forth below in this Section 1. Certain
terms used in this Section 1 are defined in paragraph (iv) hereof.
(i) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the "Act"), and
has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (file number 333-18773) on Form
S-3, including a related preliminary prospectus, for the registration
under the Act of the offering and sale of the Securities. The Company
may have filed one or more amendments thereto, including the related
preliminary prospectuses, each of which has previously been furnished
to you. The Company will next file with the Commission either (A) prior
to effectiveness of such registration statement, a further amendment to
such registration statement (including the form of final prospectuses)
or (B) after effectiveness of such registration statement, final
prospectuses in accordance with Rules 430A and 424(b)(1) or (4). In the
case of clause (B), the Company has included in such registration
statement, as amended at the Effective Date, all information (other
than Rule 430A Information) required by the Act and the rules
thereunder to be included in the Prospectuses with respect to the
Securities and the offering thereof. As filed,
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<PAGE> 3
such amendment and form of final prospectuses, or such final
prospectuses, shall contain all Rule 430A Information, together with
all other such required information, with respect to the Securities and
the offering thereof and, except to the extent the International
Representatives shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the Execution Time,
shall contain only such specific additional information and other
changes (beyond that contained in the latest International Preliminary
Prospectus) as the Company has advised you, prior to the Execution
Time, will be included or made therein.
(ii) It is understood that two forms of prospectuses
are to be used in connection with the offering and sale of the
Securities: one form of prospectus relating to the U.S. Securities,
which are to be offered and sold to United States and Canadian Persons,
and one form of prospectus relating to the International Securities,
which are to be offered and sold to persons other than United States
and Canadian Persons. Such form of prospectus relating to the U.S.
Securities as first filed pursuant to Rule 424(b) or, if no filing
pursuant to Rule 424(b) is made, such form of prospectus included in
the Registration Statement at the Effective Date, is hereinafter called
the "U.S. Prospectus;" such form of prospectus relating to the
International Securities as first filed pursuant to Rule 424(b) or, if
no filing pursuant to Rule 424(b) is made, such form of prospectus
included in the Registration Statement at the Effective Date, is
hereinafter called the "International Prospectus;" and the U.S.
Prospectus and the International Prospectus are hereinafter
collectively called the "Prospectuses."
(iii) On the Effective Date, the Registration
Statement did or will, and when the Prospectuses are first filed (if
required) in accordance with Rule 424(b) and on each Closing Date, each
Prospectus (and any supplements thereto) will, comply in all material
respects with the applicable requirements of the Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
respective rules thereunder; on the Effective Date, the Registration
Statement did not or will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading; and,
on the Effective Date, each Prospectus, if not filed pursuant to Rule
424(b), did not or will not, and on the date of any filing pursuant to
Rule 424(b) and on the Closing Date, each Prospectus (together with any
supplement thereto) will not, include any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to the information contained
in or omitted from the Registration Statement or the Prospectuses (or
any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
International Underwriter through the
-3-
<PAGE> 4
International Representatives specifically for inclusion in the
Registration Statement or the Prospectuses (or any supplement thereto).
(iv) The terms that follow, when used in this
Agreement, shall have the meanings indicated. The term "Effective Date"
shall mean each date that the Registration Statement and any
post-effective amendment or amendments thereto became or become
effective and each date after the date hereof on which a document
incorporated by reference in the Registration Statement is filed.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. The "U.S. Preliminary
Prospectus" and the "International Preliminary Prospectus,"
respectively, shall mean any preliminary prospectus with respect to the
offering of the U.S. Securities or the International Securities, as the
case may be, referred to in paragraph (i) above and any preliminary
prospectus with respect to the offering of the U.S. Securities or the
International Securities, as the case may be, included in the
Registration Statement at the Effective Date that omits Rule 430A
Information; and the U.S. Preliminary Prospectus and the International
Preliminary Prospectus are hereinafter called the "Preliminary
Prospectuses." "Registration Statement" shall mean the registration
statement referred to in paragraph (i) above, including documents
incorporated by reference, exhibits and financial statements, as
amended at the Execution Time (or, if not effective at the Execution
Time, in the form in which it shall become effective) and, in the event
any post-effective amendment thereto becomes effective prior to the
Closing Date (as hereinafter defined), shall also mean such
registration statement as so amended. Such term shall include Rule 430A
Information deemed to be included therein at the Effective Date as
provided by Rule 430A. "Rule 424" and "Rule 430A" refer to such rules
under the Act. "Rule 430A Information" means information with respect
to the Securities and the offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule
430A. "Subsidiaries" shall mean Global Pipelines PLUS, Inc., a
Louisiana corporation, Pipelines Incorporated, a Louisiana corporation,
Global Movible Offshore, Inc., a Louisiana corporation, Global Divers
and Contractors, Inc., a Louisiana corporation, Global Industries
Offshore, Inc., a Delaware corporation, Global Offshore International,
Ltd., a Cayman Islands company, Global International Vessels, Inc., a
Cayman Islands company, Norman Offshore Pipelines, Inc., a Louisiana
corporation, CCC Fabricaciones y Construcciones, S.A. de C.V., a
Mexican Sociedad Anonima de Capital Variable ("CCC"), and Global
Offshore Pty Ltd., an Australian company ("Divcon"). "United States or
Canadian Person" shall mean any person who is a national or resident of
the United States or Canada, any corporation, partnership or other
entity created or organized in or under the laws of the United States
or Canada or of any political subdivision thereof, or any estate or
trust the income of which is subject to United States or Canadian
Federal income taxation, regardless of its source (other than any
non-United States or non-Canadian branch of any United States or
Canadian Person), and shall include any United States or Canadian
branch of a person other than a United States or
-4-
<PAGE> 5
Canadian Person. "U.S." or "United States" shall mean the United States
of America (including the states thereof and the District of Columbia),
its territories, its possessions and other areas subject to its
jurisdiction. Any reference herein to the Preliminary Prospectus or the
Prospectuses shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Exchange Act on or before the Effective Date of
the Registration Statement or the issue date of such Preliminary
Prospectus or the Prospectuses, as the case may be; and any reference
herein to the terms "amend," "amendment" or "supplement" with respect
to any Preliminary Prospectus or the Prospectuses shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue
date of such Preliminary Prospectus or the Prospectuses, as the case
may be, that is incorporated therein by reference.
(v) The filing of the Registration Statement and the
execution and delivery of, and the performance by the Company of its
obligations under, this Agreement and the U.S. Underwriting Agreement
have been duly and validly authorized by the Company, and this
Agreement and the U.S. Underwriting Agreement have been duly executed
and delivered by the Company.
(vi) All contracts, agreements, instruments, leases
and licenses required to be described in the Registration Statement or
the Prospectuses have been so described in all material respects. All
contracts, agreements, instruments, leases and licenses required to be
filed as an exhibit to the Registration Statement have been so filed.
(vii) Deloitte & Touche LLP, whose reports on the
audited consolidated financial statements of the Company are filed as
part of the Registration Statement and the Prospectuses, are
independent public accountants within the meaning of the Act and the
applicable rules and regulations thereunder.
(viii) The consolidated financial statements and
schedules of the Company included in the Registration Statement and the
Prospectuses, taken together, present fairly the consolidated financial
position of the Company and its consolidated subsidiaries as of their
respective dates and the consolidated results of operations, cash flows
and changes in shareholders' equity of the Company for the respective
periods covered thereby. Such financial statements have been prepared
in conformity with generally accepted accounting principles applied on
a consistent basis throughout the periods involved, except as set forth
in the notes to such financial statements. The consolidated financial
statements of the Company included in the Registration Statement and
the Prospectuses comply in all material respects with the requirements
of the Act and the regulations thereunder. The historical selected
consolidated financial data included in the Registration Statement
-5-
<PAGE> 6
and Prospectuses present fairly the information shown therein and have
been derived from the consolidated financial statements of the Company,
except as set forth therein. The pro forma financial statements and the
pro forma financial information included in the Registration Statement
and the Prospectuses (A) present fairly in all material respects the
information shown therein, (B) have been prepared in accordance with
the applicable requirements of Rule 11-02 of Regulation S-X promulgated
under the Act, (C) have been properly computed on the basis described
therein, and (D) are based on assumptions that are reasonable.
(ix) Except as contemplated in the Prospectuses,
subsequent to the respective dates for which information is given in
the Registration Statement and the Prospectuses, neither the Company
nor any of its Subsidiaries has incurred any material liabilities or
material obligations, direct or contingent, or entered into any
material transactions, in each case not in the ordinary course of
business, and there has not been any material change in the capital
stock or long-term debt of the Company or any of its Subsidiaries
(except under existing employee or director benefit plans), any
issuance or grant of options, warrants or rights to purchase capital
stock of the Company or any of its Subsidiaries, any declaration or
payment of any dividend on the capital stock of the Company or any of
its Subsidiaries or any material adverse change or any development
involving a prospective material adverse change in the condition
(financial or other), business, properties, assets, prospects or
results of operations of the Company and its subsidiaries taken as a
whole.
(x) Neither the issuance and sale of the Securities,
the execution, delivery or performance of this Agreement by the Company
nor the consummation of the transactions herein contemplated and the
fulfillment of the terms hereof by the Company, (A) requires the
consent, approval, authorization, registration or qualification of or
with any governmental authority or order of any court, except such as
have been obtained, such as may be required under state securities or
Blue Sky laws, the laws of jurisdictions outside the United States or
the by-laws of the National Association of Securities Dealers, Inc.
(the "NASD"), and, if the Registration Statement is not effective under
the Act as of the Execution Time, such as may be required (and shall be
obtained as provided in this Agreement) under the Act, or (B) conflicts
with or results in a breach or violation of any of the terms and
conditions of, or constitutes a default under, any indenture, mortgage,
deed of trust, lease, license or other agreement or instrument to which
the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries or any of their respective
properties are bound, or the charter or by-laws of the Company or any
of its Subsidiaries, or any statute, rule or regulation applicable to
the Company or any of its Subsidiaries or any judgment, decree, or
order of any court or other governmental authority or arbitrator
applicable to the Company or any of its Subsidiaries, which breach or
default could have a material adverse effect on the
-6-
<PAGE> 7
condition (financial or other), business, properties, assets or results
of operations of the Company and its subsidiaries taken as a whole.
(xi) Except as set forth in the Prospectuses, there
is not now pending or, to the best knowledge of the Company,
threatened, any action, suit or proceeding to which the Company or any
of its subsidiaries is a party before or by any court or governmental
agency or body (including without limitation proceedings of the
Commission pursuant to Section 8(b) of the Act or by any Blue Sky
authority) that is reasonably likely to (A) result in any material
adverse change in the condition (financial or other), business,
properties, assets or results of operations of the Company and its
subsidiaries taken as a whole, or (B) materially and adversely affect
the ability of the Company to carry out its obligations hereunder.
(xii) Each of the Company and its Subsidiaries has
been duly incorporated and is validly existing as a corporation or
other business entity, as the case may be, in good standing under the
laws of the jurisdiction in which it was chartered or organized, with
full corporate power and authority to own its properties and conduct
its business as described in the Registration Statement and the
Prospectuses. Each of the Company and its Subsidiaries is duly
qualified to do business and is in good standing as a foreign
corporation under the laws of each jurisdiction in which it owns or
leases properties or conducts business and in which the failure,
individually or in the aggregate, to be so qualified could have a
material adverse effect on the condition (financial or other),
business, properties, assets or results of operations of the Company
and its subsidiaries taken as a whole. Each of the Company and its
Subsidiaries possesses all consents, certificates, approvals,
authorizations, orders, registrations, qualifications, licenses and
permits of and from all state and federal public, regulatory or
governmental agencies and bodies necessary to the ownership, leasing
and operation of its properties and the conduct of its business as
described in the Registration Statement and the Prospectuses, except
where the failure to obtain and maintain any such consent, certificate,
approval, authorization, order, registration, qualification, license or
permit would not have a material adverse effect on the condition
(financial or other), business, properties, assets or results of
operations of the Company and its subsidiaries taken as a whole, and no
such consent, certificate, approval, authorization, order,
registration, qualification, license or permit contains any restriction
that would prevent the Company or any of its Subsidiaries from owning
and operating its properties and conducting its business as described
in the Registration Statement and the Prospectuses. Neither the Company
nor any such Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such consent, certificate,
approval, authorization, order, registration, qualification, license or
permit that, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a material
adverse change in the condition (financial or other), business,
properties, assets or results of operations of the Company and its
subsidiaries taken as a whole.
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<PAGE> 8
(xiii) All outstanding capital stock of each of the
Subsidiaries has been duly authorized, is validly issued, fully paid
and nonassessable and is owned by the Company, either directly or
indirectly through wholly-owned subsidiaries (except in the case of
CCC, of which the Company only owns 49% of the outstanding capital
stock), free and clear of any security interests, claims, liens or
encumbrances except for restrictions imposed by the Act or applicable
state securities laws or, in the case of CCC, the agreement entered
into by and among the shareholders of CCC dated December 23, 1996 ("CCC
Shareholders Agreement"). None of the outstanding capital stock of any
of the Subsidiaries has been issued in violation of any preemptive
rights or rights of first refusal. No options, warrants or other rights
to purchase or otherwise acquire any authorized but unissued shares of
capital stock of any of the Subsidiaries or any security convertible
into shares of such capital stock are now outstanding and no shares of
capital stock of any of the Subsidiaries have been reserved for
issuance. Except for the shares of capital stock of each of the
subsidiaries owned by the Company or one or more subsidiaries of the
Company, neither the Company nor any subsidiary of the Company owns any
shares of stock or any other equity securities of any corporation or
has any equity interest in any form of partnership, association or
other entity (except as disclosed on Schedule II to the U.S.
Underwriting Agreement).
(xiv) The Company's authorized and outstanding equity
capitalization is as set forth under the heading "Capitalization" in
the Prospectuses, as of the date set forth therein, and the outstanding
shares of Common Stock have been duly authorized and validly issued and
are fully paid and nonassessable. The Securities have been duly
authorized and, when issued and delivered to and paid for by the
International Underwriters pursuant to this Agreement and the U.S.
Underwriters pursuant to the U.S. Underwriting Agreement, will be
validly issued, fully paid and nonassessable. No further approval or
authority of the shareholders or the directors of the Company or,
except in the case of the Act and Blue Sky laws of the various states
and the by-laws of the NASD, of any U.S. governmental authority or
agency are required for the issuance and sale of the Securities as
contemplated herein or as contemplated in the U.S. Underwriting
Agreement. Except as set forth in the Prospectuses, no options,
warrants, preemptive rights or other rights to purchase or otherwise
acquire any authorized but unissued shares of Common Stock of the
Company or any security convertible into shares of Common Stock of the
Company are now outstanding and no shares of Common Stock have been
reserved for issuance. No shares of Common Stock are required pursuant
to any contract or other right to be included in the Registration
Statement, other than the shares held by William J. Dore included
therein.
(xv) Neither the Company nor any of its Subsidiaries
(nor the manner in which any of them conducts its business or proposes
to conduct its business) is in violation of any law, ordinance or
governmental rule or regulation to
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<PAGE> 9
which it is subject, including without limitation any rules or
regulations of the Minerals Management Service of the United States
Department of Interior, the United States Coast Guard, the
Environmental Protection Agency and any other environmental authority,
except those violations that would not have a material adverse effect
on the condition (financial or other), business, properties, assets or
results of operations of the Company and its subsidiaries taken as a
whole.
(xvi) Neither the Company nor any of its Subsidiaries
is in breach of any term of its respective charter, by-laws or other
organizational documents; and no default exists (and no event has
occurred that with notice or lapse of time, or both, would constitute a
default) in the due performance and observance of any term, covenant or
condition of any indenture, mortgage, deed of trust, lease, note, bank
loan or credit agreement, license or any other agreement or instrument,
including without limitation any U.S. government ship financing bonds,
to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries or any of their respective
properties may be bound, which breach or default would have a material
adverse effect on the condition (financial or other), business,
properties, assets or results of operations of the Company and it
subsidiaries taken as a whole.
(xvii) The Company and its Subsidiaries have good and
defensible title to all of the real property, vessels and assets
described as owned by each of them in the Prospectuses, in each case
free and clear of any security interests, liens, encumbrances,
equities, claims and other defects, except (A) such as are disclosed in
the Prospectuses or do not materially and adversely affect the value of
such property, and (B) such as do not interfere in any material respect
with the use made or proposed to be made of such property by the
Company or such Subsidiary; and any real property and buildings held
under any lease by the Company or its Subsidiaries are held under
leases that are valid, existing and in full force and effect, except
where the failure to be valid, existing and in full force and effect
would not have a material adverse effect on the condition (financial or
other), business, properties, assets or results of operations of the
Company and its subsidiaries taken as a whole.
(xviii) The Company has in effect with insurers of
recognized financial responsibility insurance against such losses and
risks and in amounts that the Company reasonably believes are adequate
in light of the business conducted by the Company and its subsidiaries
and the properties owned by them; and the Company has no reason to
believe, based on the financial position and operations of the Company
and its subsidiaries, that the Company will not be able to renew its
existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to
continue their business at a cost that would not have a material
adverse effect on the condition (financial or
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<PAGE> 10
other), business, properties, assets or results of operations of the
Company and its subsidiaries taken as a whole.
(xix) The Company and its subsidiaries own or have
the right to use all patents, patent applications, trademarks, service
marks, trade names, licenses, sublicenses and rights thereof that are
described in the Prospectuses or are necessary for the conduct of their
respective businesses in the manner in which it is being conducted,
except for those the absence of which would not in the aggregate have a
material adverse effect on the business and operations of the Company
and its subsidiaries taken as a whole, and no default exists (and no
event has occurred that with notice or lapse of time, or both, would
constitute a default) in the due performance of and observance of, and
no event has occurred (including in connection with the offering of the
Securities contemplated by this Agreement) that would effect the
Company's or any such subsidiary's right to use the equipment and
technology currently used by the Company or any such subsidiary under
any term, covenant or condition of any license or sublicense to which
the Company or any such subsidiary is a party except where the loss of
such right or rights would not have a material adverse effect on the
results of operations of the company and its subsidiaries, taken as a
whole.
(xx) No labor disturbance, strike or slowdown exists
with any employees of the Company or any of its Subsidiaries or, to the
best knowledge of the Company, is threatened that in any such case is
reasonably likely to have a material adverse effect on the condition
(financial or other), business, properties, assets or results of
operations of the Company and its subsidiaries taken as a whole.
(xxi) None of the Company, its subsidiaries, or any
officer, director or affiliate of them has taken or will take, directly
or indirectly, any action designed to cause or result in, or that has
constituted or might reasonably be expected to cause or result in, the
stabilization or manipulation of the price of any securities of the
Company to facilitate the sale or resale of the Securities.
(xxii) The Company and its Subsidiaries have filed
all federal, state and foreign income and franchise tax returns
required to be filed and have paid all taxes shown thereon to be due,
except for those taxes that are being contested in good faith or with
respect to which an extension has been granted; and there is no tax
deficiency that has been, or, to the best knowledge of the Company,
might be, asserted against the Company, any of its Subsidiaries or any
of their respective properties or assets that would have a material
adverse effect on the condition (financial or other), business,
properties, assets or results of operations of the Company and its
subsidiaries taken as a whole.
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<PAGE> 11
(xxiii) The Company is not an "investment company"
within the meaning of the Investment Company Act of 1940, as amended,
and this transaction will not cause the Company to become an investment
company subject to registration under such Act.
(b) The Selling Shareholder represents and warrants to,
and agrees with, each International Underwriter that:
(i) The Selling Shareholder is the sole and lawful
owner of the Securities to be sold by the Selling Shareholder hereunder
and, upon sale and delivery of, and payment for, such Securities, as
provided herein, the Selling Shareholder will convey to the
International Underwriters good and marketable title to such
Securities, free and clear of all liens, encumbrances, equities and
claims whatsoever.
(ii) The Selling Shareholder has no reason to believe
that the representations and warranties of the Company contained in
this Section 1 are not true and correct, is familiar with the
Registration Statement and has no knowledge that the Registration
Statement or the Prospectuses or any supplement thereto contains any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Selling Shareholder
makes no representations or warranties as to the information contained
in or omitted from the Registration Statement or the Prospectuses (or
any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
International Underwriter through the International Representatives
specifically for inclusion in the Registration Statement or the
Prospectuses (or any supplement thereto); and the sale of the
Securities by the Selling Shareholder pursuant hereto is not prompted
by any material adverse information concerning the Company or any
Subsidiary that is not set forth in the Prospectuses or any supplement
thereto.
(iii) The Selling Shareholder has not taken and will
not take, directly or indirectly, any action designed to cause or
result in, or that has constituted or might reasonably be expected to
cause or result in, stabilization or manipulation of the price of any
securities of the Company to facilitate the sale or resale of the
Securities.
(iv) This Agreement and the U.S. Underwriting
Agreement have been duly executed and delivered by the Selling
Shareholder.
(v) Certificates in negotiable form for the
Securities of the Selling Shareholder to be sold hereunder have been
placed in custody, for delivery pursuant to the terms of this
Agreement, under a Custody Agreement and related
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<PAGE> 12
Power-of-Attorney executed and delivered by the Selling Shareholder, in
the form heretofore furnished you (the "Custody Agreement" and the
"Power-of-Attorney," respectively) with Michael J. Pollock, as
Custodian and Attorney-in-Fact (the "Custodian"); the Securities
represented by the certificates so held in custody for the Selling
Shareholder are subject to the interests hereunder of the International
Underwriters and the Company; the arrangements for custody and delivery
of such certificates, made by the Selling Shareholder hereunder and
under the Custody Agreement, are not subject to termination by any act
of the Selling Shareholder, or by operation of law, whether by the
death or incapacity of the Selling Shareholder or the occurrence of any
other event; and if any such death, incapacity or any other event shall
occur before delivery of such Securities hereunder, certificates for
the Securities will be delivered by the Custodian in accordance with
the terms and conditions of this Agreement and the Custody Agreement as
if such death, incapacity or other event had not occurred, regardless
of whether or not the Custodian shall have received notice of such
death, incapacity or other event.
(vi) No consent, approval, authorization,
registration or qualification of or with any governmental authority or
order of any court is required for the consummation by the Selling
Shareholder of the transactions contemplated herein and in the U.S.
Underwriting Agreement, except such as may be required under the Act
and such as may be required under the state securities or Blue Sky laws
of any jurisdiction, the laws of any jurisdiction outside the United
States or the by-laws of the NASD in connection with the purchase and
distribution of the International Securities by the International
Underwriters and such other approvals as have been obtained.
(vii) Neither the sale of the International Option
Securities by the Selling Shareholder nor the consummation of any
transactions herein contemplated by the Selling Shareholder or the
fulfillment of the terms hereof by the Selling Shareholder will
conflict with, result in a breach or violation of, or constitute a
default under any law or the terms of any indenture or other agreement
or instrument to which the Selling Shareholder is a party or bound, or
any judgment, order or decree applicable to the Selling Shareholder of
any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Selling Shareholder.
(viii) With respect to any statements in or omissions
from the Registration Statement or the Prospectuses or any supplements
thereto made in reliance upon and in conformity with information
furnished in writing to the Company by the Selling Shareholder, in such
capacity, specifically for use in connection with the preparation
thereof, the Selling Shareholder hereby makes the same representations
and warranties to each International Underwriter as the Company makes
to such International Underwriters under subparagraph (a) (iii) of this
Section 1. The International Underwriters acknowledge that the
statements set forth under
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<PAGE> 13
the heading "Principal Shareholders" as they relate to the Selling
Shareholder constitute the only information furnished in writing by or
on behalf of the Selling Shareholder for inclusion in any Preliminary
Prospectus, the Prospectuses or the Registration Statement.
2. Purchase and Sale. (a) Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each International Underwriter, and each International
Underwriter agrees, severally and not jointly, to purchase from the Company, at
a purchase price of $________ per share, the amount of the International
Underwritten Securities set forth opposite such International Underwriter's name
in Schedule I hereto.
(b) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Selling Shareholder
hereby grants an option to the several International Underwriters to purchase,
severally and not jointly, up to 210,000 shares of the International Option
Securities, at the same purchase price per share as the International
Underwriters shall pay for the International Underwritten Securities. Such
option may be exercised only to cover over-allotments in the sale of the
International Underwritten Securities by the International Underwriters. Such
option may be exercised in whole or in part at any time (but not more than once)
on or before the 30th day after the date of the International Prospectus upon
written or telegraphic notice by the International Representatives to the
Selling Shareholder setting forth the number of shares of the International
Option Securities as to which the several International Underwriters are
exercising the option and the settlement date. Delivery of certificates for the
shares of International Option Securities by the Selling Shareholder and payment
therefor to the Selling Shareholder shall be made as provided in Section 3
hereof. The number of shares of the International Option Securities to be
purchased by each International Underwriter shall be the same percentage of the
total number of shares of the International Option Securities to be purchased by
the several International Underwriters as such International Underwriter is
purchasing of the International Underwritten Securities, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.
3. Delivery and Payment. Delivery of and payment for the International
Underwritten Securities (and the International Option Securities if the option
provided for in Section 2(b) hereof shall have been exercised on or before the
third business day prior to the Closing Date) shall be made at 10:00 AM, New
York City time, on ________________, 1997, or such later date (not later than
____, 1997) as the International Representatives shall designate, which date and
time may be postponed by agreement among the International Representatives and
the Company or as provided in Section 9 hereof (such date and time of delivery
and payment for the Securities being herein called the "Closing Date"). Delivery
of the International Securities shall be made to the International
Representatives for the respective accounts of the several International
Underwriters against payment by the several International Underwriters through
the
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<PAGE> 14
International Representatives of the respective aggregate purchase prices of the
International Securities being sold by the Company (and by the Selling
Shareholder, if applicable) to or upon the order of the Company (and of the
Selling Shareholder if, applicable) by means of a wire transfer of immediately
available funds in accordance with written instructions from the Company (and
from the Selling Shareholder, if applicable). Delivery of the International
Underwritten Securities (and the International Option Securities, if applicable)
shall be made at such location as the International Representatives shall
reasonably designate at least one business day in advance of the Closing Date,
and payment for the International Securities shall be made at the offices of
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., in New Orleans,
Louisiana. Certificates for the International Securities shall be registered in
such names and in such denominations as the International Representatives may
request not less than three full business days in advance of the Closing Date.
The Company (and the Selling Shareholder, if applicable) agrees to have
the International Securities available for inspection, checking and packaging by
the International Representatives in New York, New York, not later than 1:00 PM
on the business day prior to the Closing Date.
If the option provided for in Section 2(b) hereof is exercised after
the third business day prior to the Closing Date, the Selling Shareholder will
deliver (at his own expense) to the International Representatives, at Seven
World Trade Center, New York, New York, on the date specified by the
International Representatives (which shall be within three business days after
exercise of such option and is referred to hereinafter as the "Option Closing
Date"), certificates for the International Option Securities in such names and
denominations as the International Representatives shall have requested against
payment of the purchase price thereof to or upon the order of the Selling
Shareholder by means of a wire transfer of immediately available funds in
accordance with written instructions from the Selling Shareholder. If settlement
for the International Option Securities occurs after the Closing Date, the
Company and the Selling Shareholder will deliver to the International
Representatives on the settlement date for the International Option Securities,
and the obligation of the International Underwriters to purchase the
International Option Securities shall be conditioned upon receipt of,
supplemental opinions, certificates and letters confirming as of such date the
opinions, certificates and letters delivered on the Closing Date pursuant to
Section 6 hereof.
It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the U.S. Underwriting Agreement.
The Selling Shareholder will pay all applicable state transfer taxes,
if any, involved in the transfer to the several International Underwriters of
the International Securities to be purchased by them from the Selling
Shareholder and the respective International Underwriters will pay any
additional stock transfer taxes involved in further transfers.
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<PAGE> 15
4. Offering by International Underwriters. It is understood
that the several International Underwriters propose to offer the International
Securities for sale to the public as set forth in the International Prospectus.
5. Agreements. (a) The Company agrees with the several
International Underwriters that:
(i) The Company will use its best efforts to cause
the Registration Statement, if not effective at the Execution Time, and
any amendment thereof to become effective. Prior to the termination of
the offering of the Securities, the Company will not file any amendment
of the Registration Statement or supplement to the International
Prospectus without your prior consent, which consent shall not be
unreasonably withheld. Subject to the foregoing sentence, if the
Registration Statement has become or becomes effective pursuant to Rule
430A, or filing of the International Prospectus is otherwise required
under Rule 424(b), the Company will cause the International Prospectus,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within
the time period prescribed and will provide evidence satisfactory to
the International Representatives of such timely filing. The Company
will promptly advise the International Representatives (A) when the
Registration Statement, if not effective at the Execution Time, and any
amendment thereto, shall have become effective, (B) when the
International Prospectus, and any supplement thereto, shall have been
filed (if required) with the Commission pursuant to Rule 424(b), (C)
when, prior to termination of the offering of the Securities, any
amendment to the Registration Statement shall have been filed or become
effective, (D) of any request by the Commission for any amendment of
the Registration Statement or supplement to the International
Prospectus or for any additional information, (E) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (F) of the receipt by the Company of
any notification with respect to the suspension of the qualification of
the International Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance of any such
stop order and, if issued, to obtain as soon as possible the withdrawal
thereof.
(ii) If, at any time when a prospectus relating to
the International Securities is required to be delivered under the Act,
any event occurs as a result of which the International Prospectus as
then supplemented would include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend the Registration
Statement or supplement the International Prospectus to comply with the
Act, the Exchange Act or the respective rules thereunder, the Company
promptly will (i) prepare and file with the Commission, subject to the
second sentence of paragraph (a)(i) of this
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<PAGE> 16
Section 5, an amendment or supplement that will correct such statement
or omission or effect such compliance and (ii) supply any supplemented
International Prospectus to you in such quantities as you may
reasonably request.
(iii) As soon as practicable, the Company will make
generally available to its security holders and to the International
Representatives an earnings statement or statements of the Company and
its Subsidiaries that will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(iv) The Company will furnish to the International
Representatives and counsel for the International Underwriters, without
charge, signed copies of the Registration Statement (including exhibits
thereto) and to each other International Underwriter a copy of the
Registration Statement (without exhibits thereto) and, so long as
delivery of a prospectus by an International Underwriter or dealer may
be required by the Act, as many copies of the International Preliminary
Prospectus and the International Prospectus and any supplement thereto
as the International Representatives may reasonably request. The
Company will pay the expenses of printing or other production of all
documents relating to the offering.
(v) The Company will arrange for the qualification of
the International Securities for sale under the laws of such
jurisdictions in the United States as the International Representatives
may designate, will maintain such qualifications in effect so long as
required for the distribution of the International Securities and will
pay the fee of the NASD, in connection with its review of the offering.
(vi) The Company will not, for a period of 180 days
following the Execution Time, without the prior written consent of the
International Representatives, offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or announce the offering
of, any other shares of Common Stock or any securities convertible
into, or exchangeable for, shares of Common Stock; provided, however,
that the Company may issue and sell Common Stock pursuant to any
employee benefit plan, stock ownership plan or dividend reinvestment
plan of the Company in effect at the Execution Time and described in
the Registration Statement and Prospectuses.
(b) The Selling Shareholder agrees with the several
International Underwriters that during the period of 180 days following the
Execution Time the Selling Shareholder will not, without the prior written
consent of the International Representatives, offer, sell or contract to sell,
or otherwise dispose of, directly or indirectly, or announce the offering of,
any other shares of Common Stock owned by the Selling Shareholder, or any
securities convertible into, or exchangeable for, shares of Common Stock, other
than shares of Common Stock disposed of as bona fide gifts to persons who agree
in writing to be bound by the foregoing restrictions.
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<PAGE> 17
(c) Each International Underwriter agrees that (i) it is not
purchasing any of the International Securities for the account of any United
States or Canadian Person, (ii) it has not offered or sold, and will not offer
or sell, directly or indirectly, any of the International Securities or
distribute any International Prospectus to any person in the United States or
Canada, or to any United States or Canadian Person, and (iii) any dealer to whom
it may sell any of the International Securities will represent that it is not
purchasing for the account of any United States or Canadian Person and agree
that it will not offer or resell, directly or indirectly, any of the
International Securities in the United States or Canada, or to any United States
or Canadian Person or to any other dealer who does not so represent and agree;
provided, however, that the foregoing shall not restrict (A) purchases and sales
between the U.S. Underwriters on the one hand and the International Underwriters
on the other hand pursuant to the Agreement Between U.S. Underwriters and
International Underwriters, (B) stabilization transactions contemplated under
the Agreement Between U.S. Underwriters and International Underwriters,
conducted through Salomon Brothers Inc (or through the U.S. Representatives and
International Representatives) as part of the distribution of the Securities,
and (C) sales to or through (or distributions of International Prospectuses or
International Preliminary Prospectuses to) non-United States or Canadian Persons
who are investment advisors, or who otherwise exercise investment discretion,
and who are purchasing for the account of any United States or Canadian Person.
(d) The agreements of the International Underwriters set forth
in paragraph (c) of this Section 5 shall terminate upon the earlier of the
following events:
(i) a mutual agreement of the U.S. Representatives
and the International Representatives to terminate the selling
restrictions set forth in paragraph (c) of this Section 5 and Section
5(c) of the U.S. Underwriting Agreement; or
(ii) the expiration of a period of 30 days after the
Closing Date, unless (A) the U.S. Representatives shall have given
notice to the Company and the International Representatives that the
distribution of the U.S. Securities by the U.S. Underwriters has not
yet been completed, or (B) the International Representatives shall have
given notice to the Company and the U.S. Representatives that the
distribution of the International Securities by the International
Underwriters has not yet been completed. If such notice by the U.S.
Representatives or the International Representatives is given, the
agreements set forth in such paragraph (c) shall survive until the
earlier of (1) the event referred to in clause (i) of this subsection
(d) or (2) the expiration of an additional period of 30 days from the
date of any such notice.
(e) Each International Underwriter severally represents
and agrees that:
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<PAGE> 18
(i) it has not offered or sold and will not offer or
sell any International Securities in the United Kingdom other than
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (whether as principal
or agent) in circumstances which have not resulted in an
will not result in an offer to the public within the meaning of
the Public Offers of Securities Regulations 1995;
(ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the International Securities in,
from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on and will only
issue or pass on in the United Kingdom any document received by it
in connection with the issue of the International Securities to
a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.
6. Conditions to the Obligations of the International Underwriters. The
obligations of the International Underwriters to purchase the International
Underwritten Securities and the International Option Securities, as the case may
be, shall be subject to the accuracy of the representations and warranties on
the part of the Company and the Selling Shareholder contained herein as of the
Execution Time, the Closing Date and any settlement date pursuant to Section 3
hereof, to the accuracy of the statements of the Company and the Selling
Shareholder made in any certificates pursuant to the provisions hereof, to the
performance by the Company and the Selling Shareholder of their respective
obligations hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the International Representatives agree in
writing to a later time, the Registration Statement will become effective not
later than (i) 6:00 PM New York City time on the date of determination of the
public offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 12:00 Noon on the business day following the
day on which the public offering price was determined, if such determination
occurred after 3:00 PM New York City time on such date; if filing of the
International Prospectus, or any supplement thereto, is required pursuant to
Rule 424(b), the International Prospectus, and any such supplement, will be
filed in the manner and within the time period required by Rule 424(b); and no
stop order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to the International
Representatives:
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<PAGE> 19
(i) the opinion of Vinson & Elkins L.L.P.,
counsel for the Company, dated the Closing Date, to the effect that:
(1) the Registration Statement has become
effective under the Act; any required filing of the
Prospectuses, and any supplements thereto, pursuant to Rule
424(b) has been made in the manner and within the time period
required by Rule 424(b); to the knowledge of such counsel, no
stop order suspending the effectiveness of the Registration
Statement has been issued, no proceedings for that purpose
have been instituted or threatened and the Registration
Statement and the Prospectuses (other than the financial
statements and other financial and statistical information
contained therein as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of the Act and the rules thereunder;
(2) the filing of the Registration Statement
and the execution and delivery of this Agreement have been
duly and validly authorized, and this Agreement has been duly
executed and delivered by the Company;
(3) all contracts, agreements, instruments,
leases and licenses required to be described in the
Registration Statement or the Prospectuses have been so
described in all material respects. All contracts, agreements,
instruments, leases and licenses required to be filed as
exhibits to the Registration Statement have been so filed or
incorporated by reference therein;
(4) neither the issuance and sale of the
Securities, the execution, delivery and performance by the
Company of this Agreement, nor the consummation of any other
of the transactions herein contemplated and the fulfillment of
the terms hereof (A) requires the consent, approval,
authorization, registration or qualification of or with any
governmental authority, except such as have been obtained
under the Act, and such as may be required under state
securities or Blue Sky laws, the laws of jurisdiction outside
the United States and the by-laws and rules of the NASD and,
if the Registration Statement is not effective under the Act
as of the Execution Time, such as may be required (and shall
be obtained as provided in this Agreement) under the Act, or
(B) results in a breach or violation of any of the terms and
conditions of, or constitute a default under, any indenture,
mortgage, deed of trust, lease, license or other agreement or
instrument described in the Registration Statement or the
Prospectuses or filed as an exhibit to the Registration
Statement and to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries
or any of their respective properties are bound, or the
charter documents or by-laws of the Company or any of its
Subsidiaries, or any U.S. statute, rule or
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<PAGE> 20
regulation (other than state securities or Blue Sky laws or
rules or regulations of the NASD with respect to which such
counsel expresses no opinion) known by such counsel to be
applicable to the Company or any of its Subsidiaries or any
judgment, decree or order of any court or other governmental
authority or any arbitrator known to such counsel to be
applicable to the Company or any of its Subsidiaries;
(5) to the knowledge of such counsel and
except as set forth in the Prospectuses, there is not now
pending or threatened, any action, suit or proceeding to which
the Company or any of its Subsidiaries is a party before or by
any court or governmental agency or body (including without
limitation proceedings of the Commission pursuant to Section
8(b) of the Act) (except that such counsel need express no
opinion as to any state securities or Blue Sky authority)
that, if determined adversely to the Company or such
Subsidiary, is reasonably likely to result in any material
adverse change in the condition (financial or other),
business, properties, assets or results of operations of the
Company and its subsidiaries taken as a whole, or is
reasonably likely to affect the ability of the Company to
carry out its obligations hereunder;
(6) the Company has been duly incorporated
and each of the Company and the Company's Subsidiaries is
validly existing as a corporation or other business entity in
good standing under the laws of the jurisdiction in which it
was chartered or organized, with full corporate power and
authority to own its properties and conduct its business as
described in the Registration Statement and the Prospectuses;
and each of the Company and its Subsidiaries is duly qualified
to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction that requires
such qualification wherein it owns or leases properties or
conducts business and in which the failure, individually or in
the aggregate, to be so qualified could have a material
adverse effect on the condition (financial or other),
business, properties, assets or results of operations of the
Company and its Subsidiaries taken as a whole;
(7) all of the outstanding shares of capital
stock of each of the Subsidiaries have been duly authorized
and validly issued and are fully paid and nonassessable, and
all the outstanding shares of capital stock of the
Subsidiaries (except in the case of CCC, of which the Company
only owns 49% of the outstanding capital stock) are held of
record by the Company or its other subsidiaries and, to the
knowledge of such counsel, are owned by the Company or its
other subsidiaries free and clear of any perfected security
interest and, to the knowledge of such counsel, any other
security interests, claims, liens or encumbrances except
restrictions imposed by the Act or applicable state securities
laws or, in the case of CCC, the CCC
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<PAGE> 21
Shareholders Agreement. To the knowledge of such counsel, such
shares of capital stock of the Subsidiaries have not been
issued in violation of any preemptive rights or, to the
knowledge of such counsel, other rights of first refusal. To
the knowledge of such counsel, no options, warrants or other
rights to purchase or otherwise acquire any authorized but
unissued shares of capital stock of any Subsidiary or any
security convertible into shares of such capital stock are now
outstanding and no shares of such capital stock have been
reserved for issuance;
(8) the Company's authorized equity
capitalization is as set forth under the heading
"Capitalization" in the Prospectuses, as of the date set forth
therein, and as of the date hereof, and the outstanding shares
of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable. The Securities have been
duly authorized and, when issued and delivered to and paid for
by the International Underwriters pursuant to this Agreement
and by the U.S. Underwriters pursuant to the U.S. Underwriting
Agreement, will be validly issued (assuming the certificates
evidencing such Securities have been duly executed by the
Company's Transfer Agent, an assumption which such counsel
shall not be required to verify), fully paid and
nonassessable. Except pursuant to this Agreement or the U.S.
Underwriting Agreement and as set forth in the Prospectuses,
no options, warrants, preemptive rights or, to the knowledge
of such counsel, any other rights to purchase or otherwise
acquire any authorized but unissued shares of Common Stock of
the Company or any security convertible into shares of Common
Stock of the Company are now outstanding and no shares of
Common Stock have been reserved for issuance. To the knowledge
of such counsel, no shares of Common Stock are required
pursuant to any contract or other right to be included in the
Registration Statement, other than the shares held by William
J. Dore included therein;
(9) to the knowledge of such counsel,
neither the Company nor any of its Subsidiaries is in breach
of any term or provision of its charter or by-laws and no
default exists (and no event has occurred that with notice or
lapse of time, or both, would constitute a default) in the due
performance and observance of any term, covenant or condition
of any indenture, mortgage, deed of trust, lease, note, bank
loan or credit agreement, license or any other agreement,
including without limitation any U.S. government ship
financing bonds, described in the Registration Statement or
the Prospectuses or filed as an exhibit to the Registration
Statement and to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries
or any of their respective properties may be bound, which
breach or default would have a material adverse effect on
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<PAGE> 22
the condition (financial or other), business, properties,
assets or results of operations of the Company and its
subsidiaries taken as a whole; and
(10) the Company is not an "investment
company" within the meaning of the Investment Company Act of
1940, as amended.
(11) The statements in the International
Prospectus under the caption "Certain United States Tax
Consequences to Non-United States Holders" constitute fair
summaries of the matters referred to therein.
In addition, such counsel shall state that such counsel has participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants of the Company, the
Selling Shareholder and representatives of the International Underwriters at
which the contents of the Registration Statement and the Prospectuses were
discussed and, although such counsel is not passing upon and does not assume
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectuses (except as and to
the extent stated in subparagraph (3) and the first sentence of subparagraph (8)
above), such counsel advises that, on the basis of the foregoing (relying as to
materiality to a large extent upon officers and other representatives of the
Company), no facts came to the attention of such counsel that have caused them
to believe that the Registration Statement or any amendment thereto at the time
such Registration Statement or amendment became effective and on the date
hereof, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or that the Prospectuses or any supplement thereto at the date of
such Prospectuses or such supplement, and at the date hereof as the case may be,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (it
being understood that such counsel need express no comment with respect to the
financial statements and schedules and other financial or statistical data
included or incorporated by reference in the Registration Statement or the
Prospectuses).
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
Texas and the United States or the Louisiana Business Corporation Law (the
"LBCL"), to the extent they deem proper and so specify in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the International Underwriters, and (B) as
to matters of fact, to the extent they deem proper, on certificates of
responsible officers of the Company and public officials.
(ii) the opinion of Kerry Williams, general
counsel of the company dated the Closing Date to the effect that:
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<PAGE> 23
(1) to the knowledge of such counsel, each
of the Company and its Subsidiaries possesses all consents,
certificates, approvals, authorizations, orders,
registrations, qualifications, licenses and permits of and
from all state and federal public, regulatory or governmental
agencies and bodies necessary to the ownership, leasing and
operation of its properties and the conduct of its business as
described in the Registration Statement and the Prospectuses,
except where the failure to obtain or maintain any such
consent, certificate, approval, authorization, order,
registration, qualification, license or permit would not have
a material adverse effect upon the condition (financial or
other), business, properties, assets or results of operations
of the Company and its Subsidiaries taken as a whole, and, to
the knowledge of such counsel, neither the Company nor any
such Subsidiary has received any notice of proceedings
relating to the revocation or modification of any such
consent, certificate, approval, authorization, order,
registration, qualification, license or permit that, singly or
in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would result in a material adverse change
in the condition (financial or other), business, properties,
assets or results of operations of the Company and its
subsidiaries taken as a whole;
(2) to the knowledge of such counsel, each
of the Company and its Subsidiaries (and the manner in which
each of them conducts its business or proposes to conduct its
business) is in material compliance with all laws, ordinances
or governmental rules or regulations to which it is subject,
including without limitation any rules or regulations of the
Minerals Management Service of the United States Department of
Interior, the United States Coast Guard and the Environmental
Protection Agency;
(3) to the knowledge of such counsel, the
Company and its Subsidiaries have good and defensible title to
all of the real property, vessels and assets described as
owned by each of them in the Prospectuses, in each case free
and clear of any security interests, liens, encumbrances,
equities, claims and other defects, except (A) such as are
disclosed in the Prospectuses or do not materially and
adversely affect the value of such property, and (B) such as
do not interfere in any material respect with the use made or
proposed to be made of such property by the Company or such
Subsidiary; and to the knowledge of such counsel, any real
property and buildings held under any lease by the Company or
its Subsidiaries are held under leases that are valid,
existing and in full force and effect, except where the
failure to be valid, existing and in full force and effect
would not have a material adverse effect on the condition
(financial or other), business, properties, assets or results
of operations of the Company and its subsidiaries taken as a
whole; and
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<PAGE> 24
(4) to the knowledge of such counsel, the
Company and its Subsidiaries own or have the right to use all
patents, licenses, sublicenses and rights thereof that are
described in the Prospectuses, except for those the absence of
which would not in the aggregate have a material adverse
effect on the condition (financial or other), business,
properties, assets or results of operations of the Company and
its subsidiaries taken as a whole, and, to the knowledge of
such counsel, no default exists (and no event has occurred
that with notice or lapse of time, or both, would constitute a
default) in the due performance of and observance of, and no
event has occurred (including in connection with the offering
of the Securities contemplated by this Agreement) that would
have a material adverse effect on the Company's or any such
Subsidiary's right to use the patented equipment and
technology currently used by the Company or any such
Subsidiary under any term, covenant or condition of any
license or sublicense to which the Company or any such
Subsidiary is a party.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
Texas and the United States or the Louisiana Business Corporation Law (the
"LBCL"), to the extent they deem proper and so specify in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the International Underwriters, and (B) as
to matters of fact, to the extent they deem proper, on certificates of
responsible officers of the Company and public officials.
(c) In the event the option granted pursuant to Section 2(b)
is exercised, the Selling Shareholder shall have furnished to the International
Representatives the opinion of Vinson & Elkins L.L.P., counsel for the Selling
Shareholder, dated the Option Closing Date or, if the option granted pursuant to
Section 2(b) hereof has been exercised on or before the third business day prior
to the Closing Date, the Closing Date, to the effect that:
(i) this Agreement, the Custody Agreement and the
Power of Attorney have been duly executed and delivered by the Selling
Shareholder and are valid and binding on the Selling Shareholder, and
the Selling Shareholder has full legal right and authority to sell,
transfer and deliver in the manner provided in this Agreement the
Securities being sold by the Selling Shareholder hereunder;
(ii) upon the delivery by the Selling Shareholder to
the several International Underwriters of certificates for the
International Option Securities being sold hereunder by the Selling
Shareholder against payment therefor as provided herein, the
International Underwriters (assuming they are bona fide purchasers
within the meaning of the Uniform Commercial Code) will acquire good
and marketable title to such International Option Securities, free and
clear of all liens, encumbrances, equities and claims whatsoever;
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<PAGE> 25
(iii) to the knowledge of such counsel, no consent,
approval, authorization or order of any court or governmental agency or
body is required for the consummation by the Selling Shareholder of the
transactions contemplated herein, except such as may have been obtained
under the Act and such as may be required under the state securities or
Blue Sky laws of any jurisdiction or the by-laws of the NASD in
connection with the purchase and distribution of the Securities by the
International Underwriters and such other approvals (specified in such
opinion) as have been obtained; and
(iv) neither the sale of the International Option
Securities by the Selling Shareholder, the execution, delivery and
performance by the Selling Shareholder of this Agreement, nor the
consummation of any other of the transactions contemplated herein by
the Selling Shareholder or the fulfillment of the terms hereof by the
Selling Shareholder will result in a breach or violation of, or
constitute a default under the terms of any indenture or other
agreement or instrument known to such counsel and to which the Selling
Shareholder is a party or bound, or any law, judgment, order or decree
known to such counsel to be applicable to the Selling Shareholder of
any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Selling Shareholder.
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Texas and the
United States or under the LBCL, to the extent they deem proper and specified in
such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable and who are satisfactory to counsel for the International
Underwriters and (B) as to matters of fact, to the extent they deem proper, on
certificates of the Selling Shareholder and public officials.
(d) The International Representatives shall have received from
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., counsel for the
International Underwriters such opinion or opinions, dated the Closing Date,
with respect to the issuance and sale of the International Securities, the
Registration Statement, the Prospectuses (together with any supplement thereto)
and other related matters as the International Representatives may reasonably
require, and the Company and the Selling Shareholder shall have furnished to
such counsel such documents as they request for the purpose of enabling them to
pass upon such matters.
(e) The Company shall have furnished to the International
Representatives a certificate of the Company, signed by the Chairman of the
Board or the President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the
Prospectuses, any supplements to the Prospectuses, this Agreement and the U.S.
Underwriting Agreement and that:
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<PAGE> 26
(i) the representations and warranties of the Company
in this Agreement are true and correct in all material respects on and
as of the Closing Date with the same effect as if made on the Closing
Date and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or prior
to the Closing Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the best knowledge of the Company,
threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectuses (exclusive of any supplement
thereto), there has been no material adverse change in the condition
(financial or other), business, properties, assets, prospects or
results of operations of the Company and its subsidiaries, whether or
not arising from transactions in the ordinary course of business,
except as set forth in or contemplated in the Prospectuses (exclusive
of any supplement thereto).
(f) If the Option granted pursuant to Section 2(b) is
exercised, the Selling Shareholder shall have furnished to the International
Representatives a certificate, signed by the Selling Shareholder or an
Attorney-In-Fact, dated the Option Closing Date or, if the option granted by
Section 2(b) hereof has been exercised on or before the third business day prior
to the Closing Date, the Closing Date, to the effect that the signer of such
certificate has carefully examined the Registration Statement, the Prospectuses,
any supplement to the Prospectuses, this Agreement and the U.S. Underwriting
Agreement and that the representations and warranties of the Selling Shareholder
in this Agreement are true and correct in all material respects on and as of the
Option Closing Date or, if the option granted by Section 2(b) hereof has been
exercised on or before the third business day prior to the Closing Date, as of
the Closing Date, to the same effect as if made on the Option Closing Date, or
the Closing Date, as the case may be.
(g) At the Execution Time and at the Closing Date, Deloitte &
Touche LLP shall have furnished to the International Representatives letters,
dated respectively as of the Execution Time and as of the Closing Date, in form
and substance satisfactory to the International Representatives, confirming that
they are independent accountants within the meaning of the Act, the Exchange Act
and the respective applicable published rules and regulations thereunder and
stating in effect that:
(i) in their opinion (A) the audited consolidated
financial statements and financial statement schedules of the Company
included or incorporated in the Registration Statement and the
Prospectuses and reported on by them comply as to form in all material
respects with the applicable accounting requirements of the Act and the
related published rules and regulations thereunder and constitute the
only audited financial statements required to be included or
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<PAGE> 27
incorporated therein; and (B) the pro forma financial information and
the pro forma consolidated financial statements included or
incorporated in the Registration Statement and the Prospectuses
constitute the only pro forma information and pro forma statements
required to be included or incorporated therein under the applicable
accounting requirements of the Act and the related published rules and
regulations.
(ii) on the basis of a reading of the latest
unaudited consolidated financial statements made available by the
Company; carrying out certain specified procedures (but not an
examination in accordance with generally accepted auditing standards)
which would not necessarily reveal matters of significance with respect
to the comments set forth in such letter; a reading of the minutes of
the meetings of the shareholders and directors of the Company and its
Subsidiaries; and inquiries of certain officials of the Company and its
Subsidiaries who have responsibility for financial and accounting
matters of the Company and its Subsidiaries as to transactions and
events subsequent to March 31, 1996, nothing came to their attention
that caused them to believe that:
(1) any unaudited financial statements
included or incorporated in the Registration Statement and the
Prospectuses do not comply in form in all material respects
with applicable accounting requirements and with the published
rules and regulations of the Commission with respect to
financial statements included or incorporated in quarterly
reports on Form 10-Q under the Exchange Act; and said
unaudited financial statements are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included or incorporated in the Registration
Statement and the Prospectuses;
(2) with respect to the period subsequent to
March 31, 1996, there were any changes, at a specified date
not more than five business days prior to the date of each
such letter, in the consolidated long-term debt, less current
maturities, of the Company or capital stock of the Company,
and as of the date of the latest available month-end
consolidated financial statements, there were any decreases in
the consolidated shareholders' equity of the Company, or
decreases in consolidated receivables of the Company as
compared with the amounts shown on the March 31, 1996
consolidated balance sheet included or incorporated in the
Registration Statement and the Prospectuses, or for the period
from March 31, 1996 to the date of the latest available
month-end consolidated financial statements there were any
decreases, as compared with the corresponding period in the
preceding year, in consolidated contract revenues,
consolidated income before income taxes or in total or per
share amounts of consolidated net income of the Company,
except in all instances for changes or decreases
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<PAGE> 28
set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the
significance thereof unless such explanation is not deemed
necessary by the International Representatives; or
(3) any unaudited amounts of contract
revenues, net income and net income per average common share
included under the heading "Recent Developments" in the
Registration Statement and the Prospectuses do not agree with
the amounts set forth in the unaudited financial statements
for the same periods or were not determined on a basis
consistent with that of the corresponding amounts in the
audited financial statements included or incorporated in the
Registration Statement and the Prospectuses; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived
from the general accounting records of the Company and its
Subsidiaries) set forth in the Registration Statement and the
Prospectuses, including without limitation the information set forth
under the captions "Prospectus Summary" and "Selected Financial Data"
and the information included in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the
Prospectuses, the information included or incorporated in Items 1, 2,
6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated
in the Registration Statement and the Prospectuses, and the information
included in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or incorporated in the
Company's Quarterly Report on Form 10-Q, incorporated in the
Registration Statement and Prospectuses agree with the accounting
records of the Company and its Subsidiaries, excluding any questions of
legal interpretation.
(iv) On the basis of a reading of the unaudited pro
forma consolidated financial statements included in the Registration
Statement and Prospectuses, carrying out certain specified procedures;
inquiries of certain officials of the Company and its Subsidiaries who
have responsibility for financial and accounting matters; and proving
the arithmetic accuracy of the application of the pro forma adjustments
to the historical amounts in the pro forma financial statements,
nothing came to their attention that caused them to believe that the
pro forma consolidated financial statements do not comply as to form in
all material respects with the applicable accounting requirements of
Rule 11-02 of Regulation S-X or that the pro forma adjustments have not
been properly applied to the historical amounts in the compilation of
such statements.
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<PAGE> 29
References to the Prospectuses in this paragraph (g) include any
supplement thereto at the date of the letter.
(h) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Prospectuses (exclusive of any supplement thereto),
there shall not have been (i) any change or decrease specified in the letters
referred to in paragraph (g) of this Section 6 or (ii) any change, or any
development involving a prospective change, in or affecting the business or
properties of the Company and its subsidiaries the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the judgment of the
International Representatives, so material and adverse as to make it impractical
or inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any amendment thereof)
and the Prospectuses (exclusive of any supplement thereto).
(i) Prior to the Closing Date, the Company shall have
furnished to the International Representatives such further information,
certificates and documents as the International Representatives may reasonably
request.
(j) The closing of the purchase of the U.S. Securities
to be issued and sold by the Company pursuant to the U.S. Underwriting
Agreement shall occur concurrently with the closing described herein.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the International Representatives and counsel for the
International Underwriters, this Agreement and all obligations of the
International Underwriters hereunder may be canceled at, or at any time prior
to, the Closing Date by the International Representatives. Notice of such
cancellation shall be given to the Company and the Selling Shareholder in
writing or by telephone or telegraph confirmed in writing.
7. Reimbursement of International Underwriters' Expenses. If
the sale of the Securities provided for herein is not consummated because any
condition to the obligations of the International Underwriters set forth in
Section 6 hereof is not satisfied, because of any termination pursuant to
Section 10 hereof or because of any refusal, inability or failure on the part of
the Company or the Selling Shareholder to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the
International Underwriters, the Company will reimburse the International
Underwriters severally upon demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities. If the
Company is required to make any
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<PAGE> 30
payments to the International Underwriters under this Section 7 because of the
Selling Shareholder's refusal, inability or failure to satisfy any condition to
the obligations of the International Underwriters set forth in Section 6, the
Selling Shareholder shall reimburse the Company on demand for all amounts so
paid.
8. Indemnification and Contribution. (a) The Company and the Selling
Shareholder jointly and severally agree to indemnify and hold harmless each
International Underwriter, the directors, officers, employees and agents of each
International Underwriter and each person who controls any International
Underwriter within the meaning of either the Act or the Exchange Act, against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the
registration of the Securities as originally filed or in any amendment thereof,
or in any International Preliminary Prospectus or in either of the Prospectuses,
or in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agree to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company and the Selling Shareholder will not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
International Underwriter through the International Representatives specifically
for inclusion therein; and further provided, that such indemnity with respect to
any International Preliminary Prospectus shall not inure to the benefit of an
International Underwriter (or any person controlling an International
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Securities that are the subject thereof, if such person
did not receive a copy of the International Prospectus (or the International
Prospectus, as amended or supplemented) at or prior to the written confirmation
of the sale of such Securities to such person where such delivery of the
International Prospectus (or the International Prospectus, as amended or
supplemented) is required by the Act, unless such failure to deliver was a
result of the Company's failure to deliver the International Prospectus in
accordance with Section 5(a)(iv) of this Agreement, and if the untrue statement
or omission of a material fact contained in such International Preliminary
Prospectus was corrected in the International Prospectus (or the International
Prospectus, as amended or supplemented). This indemnity agreement will be in
addition to any liability which the Company or the Selling Shareholder may
otherwise have. Notwithstanding the provisions of this Section 8(a), the Selling
Shareholder shall not be liable under this Section 8(a) in an amount exceeding
the
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<PAGE> 31
product of the purchase price as set forth in Section 2 hereof and the number of
shares sold by the Selling Shareholder.
(b) Each International Underwriter severally agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act and the Selling
Shareholder, to the same extent as the foregoing indemnity to each International
Underwriter, but only with reference to written information relating to such
International Underwriter furnished to the Company by or on behalf of such
International Underwriter through the International Representatives specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any International
Underwriters may otherwise have. The Company and the Selling Shareholder
acknowledge that the statements set forth in the last paragraph of the cover
page and under the heading "Underwriting" in any U.S. or International
Preliminary Prospectus and the Prospectuses constitute the only information
furnished in writing by or on behalf of the several International Underwriters
for inclusion in any U.S. or International Preliminary Prospectus or the
Prospectuses, and you, as the International Representatives, confirm that such
statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent
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<PAGE> 32
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified party or parties, settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party or parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, except as a result of the limitations of the
Selling Shareholder's indemnification liability provided by Section 8(a) hereof,
the Company and the Selling Shareholder, jointly and severally, and the
International Underwriters agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) (collectively "Losses") to
which the Company, the Selling Shareholder and one or more of the International
Underwriters may be subject in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Shareholder, on the
one hand, and by the International Underwriters, on the other, from the offering
of the Securities; provided, however, that in no case shall any International
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities
purchased by such International Underwriter hereunder, and further provided,
that in no case shall the Selling Shareholder be responsible for any amount in
excess of the limit set forth in paragraph (a) above. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the Company
and the Selling Shareholder, jointly and severally, and the International
Underwriters shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company and
the Selling Shareholder, on the one hand, and of the International Underwriters,
on the other, in connection with the statements or omissions which resulted in
such Losses, as well as any other relevant equitable considerations; provided,
however, that in no case shall the Selling Shareholder be responsible for any
amount in excess of the limit set forth in paragraphs (a) above, respectively.
Benefits received by the Company and the Selling Shareholder shall be deemed to
be equal to the total net proceeds from the offering (before deducting
expenses), and benefits received by the International Underwriters shall be
deemed to be equal to the total underwriting discounts and commissions, in each
case as set forth on the cover page of the International Prospectus. Relative
fault shall be determined by reference to whether any alleged untrue statement
or omission relates to information provided by the Company, the Selling
Shareholder or the International Underwriters. The Company, the Selling
Shareholder and the International Underwriters agree that it would not be just
and
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<PAGE> 33
equitable if contribution were determined by pro rata allocation or any other
method of allocation that does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person who controls an International Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an International Underwriter shall have the same rights to contribution
as such International Underwriter; each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company; and each
agent of the Selling Shareholder shall have the same rights to contribution as
the Selling Shareholder, subject in each case to the applicable terms and
conditions of this paragraph (d).
9. Default by an International Underwriter. If any one or more
International Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such International Underwriter or
International Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining International Underwriters shall be obligated severally
to take up and pay for (in the respective proportions that the amount of
International Securities set forth opposite their names in Schedule I hereto
bears to the aggregate amount of International Securities set forth opposite the
names of all the remaining International Underwriters) the Securities which the
defaulting International Underwriter or International Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate
amount of International Securities which the defaulting International
Underwriter or International Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate amount of International Securities set forth in
Schedule I hereto, the remaining International Underwriters shall have the right
to purchase all, but shall not be under any obligation to purchase any, of the
International Securities, and if such nondefaulting International Underwriters
do not purchase all the International Securities, this Agreement will terminate
without liability on the part of any nondefaulting International Underwriter the
Selling Shareholder or the Company. In the event of a default by any
International Underwriter as set forth in this Section 9, the Closing Date shall
be postponed for such period, not exceeding seven days, as the International
Representatives shall determine in order that the required changes in the
Registration Statement and the International Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting International Underwriter of its liability, if any,
to the Company, the Selling Shareholder and any nondefaulting International
Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination
in the absolute discretion of the International Representatives, by notice
given to the Company and the Selling Shareholder prior to delivery of and
payment for the Securities, if prior to such time
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<PAGE> 34
(i) trading in the Company's Common Stock shall have been suspended by the
Commission or the National Association of Securities Dealers Automated Quotation
National Market System or trading in securities generally on the New York Stock
Exchange or the National Association of Securities Dealers Automated Quotation
National Market System shall have been suspended or limited or minimum prices
shall have been established on either of such Exchange or Market System, (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the judgment of the International Representatives, impracticable or
inadvisable to proceed with the offering or delivery of the International
Securities as contemplated by the International Prospectus (exclusive of any
supplement thereto).
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, of the Selling Shareholder and of the International
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of any
International Underwriter, the Selling Shareholder or the Company or any of the
officers, directors or controlling persons referred to in Section 8 hereof, and
will survive delivery of and payment for the International Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the International Representatives,
will be mailed, delivered or telegraphed and confirmed to them, care of Salomon
Brothers International Limited, at Victoria Plaza, 111 Buckingham Palace Road,
London SW1W OSB, England; or, if sent to the Company or the Selling Shareholder,
will be mailed, delivered or telegraphed and confirmed to it at 107 Global
Circle Drive, Lafayette, Louisiana 70503, attention of the Legal Department.
13. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
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<PAGE> 35
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Selling Shareholder and the several International Underwriters.
GLOBAL INDUSTRIES, LTD.
By:
--------------------------------------------
William J. Dore, Chief Executive Officer
THE SELLING SHAREHOLDER:
---------------------------------------------
William J. Dore
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
SALOMON BROTHERS INTERNATIONAL
LIMITED
HOWARD, WEIL, LABOUISSE, FRIEDRICHS
INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.
J. HENRY SCHRODER & CO. LIMITED
By: SALOMON BROTHERS
INTERNATIONAL LIMITED
By:
---------------------------------
For themselves and the other several International Underwriters named in
Schedule I to the foregoing Agreement.
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<PAGE> 36
SCHEDULE I
Number of Shares of
International
Underwritten Securities
International Underwriters to be Purchased
- -------------------------- -----------------------
Salomon Brothers International Limited................
Howard, Weil, Labouisse, Friedrichs Incorporated......
Raymond James & Associates, Inc.......................
J. Henry Schroder & Co. Limited.......................
Total.................................................
====================
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<PAGE> 1
EXHIBIT 5.1
(713) 758-2222 (713) 758-2346
January 27, 1997
Global Industries, Ltd.
107 Global Circle
Lafayette, Louisiana 70503
Gentlemen:
As set forth in the Registration Statement on Form S-3 as amended to
the date hereof (File No. 333-18773) (the "Registration Statement"), filed by
Global Industries, Ltd., a Louisiana corporation (the "Company"), under the
Securities Act of 1933, as amended (the "Act"), relating to the sale of up to
8,050,000 shares of the Company's Common Stock, par value $0.01 per share (the
"Shares"), certain legal matters in connection with the Shares are being passed
upon for you by us. At your request, this opinion is being furnished to you
for filing as Exhibit 5.1 to the Registration Statement and any registration
statement filed pursuant to Rule 462 (the "Rule 462 Registration Statement") to
register additional shares of Common Stock in accordance with such rule (the
"Additional Shares").
We have acted as counsel for the Company in connection with the
registration of the Shares and if applicable, the Additional Shares under the
Act. In connection therewith, we have examined such certificates, instruments
and documents and reviewed such questions of law as we have considered
necessary or appropriate for the purposes of this opinion.
Based upon the foregoing examination and review, we are of the opinion
that the Shares and the Additional Shares have been duly authorized for
issuance and, when the Registration Statement with respect to the Shares and
the Rule 462 Registration Statement with respect to the Additional Shares, if
applicable, have been declared effective, and the Shares and the Additional
Shares, if applicable, are issued in accordance with the provisions of the U.S.
Underwriting Agreement and International Underwriting Agreement (each as
defined in the Registration Statement), such Shares and the Additional Shares
will be validly issued (assuming the certificates evidencing such Shares and
the Additional Shares have been duly executed by the Company transfer agent),
fully paid and nonassessable.
In rendering this opinion we have relied, as to factual matters, on
certificates of certain public officials and officers of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the Rule 462 Registration Statement, if applicable,
and to the references to us under the caption "Legal Matters" in the
Prospectuses forming a part of the Registration Statement and the Rule 462
Registration Statement, if applicable. In giving this consent, we do not
hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the use in this Registration Statement of Global Industries,
Ltd. on Form S-3 of our report dated May 31, 1996 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
Company's adoption of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" effective April 1, 1993) included in the Annual
Report on Form 10-K of Global Industries, Ltd. for the year ended March 31,
1996. We also consent to the use of our report dated May 31, 1996 (except as to
Notes 1 and 7, as to which the date is August 7, 1996), appearing in the
Prospectus, which is part of this Registration Statement, and to the reference
to us under the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
January 27, 1997
