SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 1996
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28316 72-1252405
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
610 Palm Street, Houma, Louisiana 70364
(Address of principal executive offices) (Zip Code)
(504) 851-3833
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On September 30, 1996, Trico Marine Services, Inc. (the
"Registrant") announced that Trico Marine Assets, Inc., a wholly-owned
subsidiary of the Registrant ("Assets"), acquired three supply vessels
from subsidiaries of OMI Corp. ("OMI") for $11.6 million in cash.
There are no material relationships between OMI and the Registrant or any
of its affiliates, directors, officers or associates of any of the
foregoing.
Two of the acquired vessels are 180-foot supply vessels and one is a
165-foot supply vessel. All of the vessels are currently working in the
Gulf of Mexico, and the Registrant intends to take possession of the
vessels immediately and begin marketing them as part of its Gulf of
Mexico fleet. Pursuant to the purchase agreements, the Registrant will
acquire only the vessels and no cash or accounts receivable, crews,
physical facilities, sales force or customers. Additionally, the
Registrant will take possession of the vessels without their being
subject to any executory contracts. The acquisition will be financed
with borrowings under the Registrant's credit facility.
Item 7.Financial Statements and Exhibits.
(a) No financial statements are filed with this report, as the acquired
vessels do not constitute a business within the meaning of Rule 11-01 of
Regulation S-X.
(b) Exhibits.
10.1 Sale and Purchase Agreement dated September 27, 1996, by and
between Assets and Ogden Marine Indonesia, Inc., a wholly-
owned subsidiary of OMI, relating to the sale of the M/V OMS
Galveston.
10.2 Sale and Purchase Agreement dated September 27, 1996, by
and between Assets and Kenedy Corp., a wholly-owned subsidiary
of OMI, relating to the sale of the M/V OMS Kenedy.
10.3 Sale and Purchase Agreement dated September 27, 1996, by
and between Assets and Potomac Transport, Inc., a
wholly-owned subsidiary of OMI, relating to the sale of the M/V
OMS Brazoria.
99.1 Press release issued by the Registrant on September 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
TRICO MARINE SERVICES, INC.
By: /s/ Victor M. Perez
-------------------------------------
Victor M. Perez
Vice President, Chief Financial Officer
and Treasurer
Dated: September 30, 1996
SALE AND PURCHASE AGREEMENT
This Agreement made and entered into this 27th day of September, 1996
by and among Ogden Marine Indonesia, Inc., a Delaware corporation
(sometimes referred to as "Seller") and Trico Marine Assets, Inc., a
Delaware corporation (sometimes referred to as "Purchaser").
WHEREAS, Ogden Marine Indonesia, Inc., is the owner of the U.S. flag
Vessel M/V "OMS GALVESTON" Official Number 600765 (sometimes referred to as
"Vessel");
WHEREAS, Seller desires to sell Vessel to the PURCHASER;
WHEREAS, the Purchaser desires to purchase the Vessel upon the
following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants and
premises contained herein and for other good and valuable consideration,
the parties agree as follows:
1. Seller agrees to sell and Purchaser agrees to purchase the Vessel
together with the Vessel's engines, tackle, necessaries, apparel,
spare parts, cordage, general outfit, electronic and navigation
equipment, and all other appurtenances and appliances aboard the
Vessel and any other spare equipment and spare parts that are
associated with the vessel ashore specifically including 3 x 1000 cu.
ft. drybulk tanks which are presently in Leevac Shipyard, Jenning, LA.
Purchaser agrees to purchase all fuel and lube oil inventories as on
board and belonging to the Seller at the Closing. Seller shall
provide an invoice for these items prior to the Closing. Purchaser
agrees, at its sole cost and expense, that upon delivery of the
Vessel, Purchaser will change the name of the Vessel and remove any
insignia referring to the Seller.
2. The purchase price for the Vessel shall be US$4,000,000. (UNITED
STATES DOLLARS FOUR MILLION) cash (the "Purchase Price").
3. The Closing of the sale of the Vessel shall occur prior to September
30, 1996 at the offices of OMI Petrolink Corp., 4606 FM 1960 W., Ste.
200, Hou, TX 77069. The Seller and the Purchaser agree that the
Vessel shall be delivered at a mutually agreeable location offshore on
the date of the sale. In the event the Closing does not occur prior
to or on September 30, 1996, this agreement shall ipso facto terminate
with the parties having no liability to each other, however, in the
event Seller is unable to have all documents ready by this date the
termination date shall be extended by mutual agreement but no later
than October 10, 1996; provided, however, that the party whose breach
of its covenants and agreements under this Agreement has resulted in
failure of the Closing to occur on or before such date shall not be
entitled to terminate this Agreement pursuant to this section.
4. Payment of the Purchase Price to Seller shall be made at the Closing
by immediately available funds.
5. Except to the extent waived in the Purchaser's sole discretion,
Purchaser's obligation to purchase the Vessel from Seller is expressly
conditioned on: (i) Seller's representations and warranties being
true and correct as of the Closing Date; (ii) execution and delivery
of this Sale and Purchase Agreement by Seller; and (iii) the delivery
at Closing of those documents particularly described in paragraph 13.
6. Except to the extent waived in Seller's sole discretion, Seller's
obligation to sell the Vessel is expressly conditioned on: (i)
Purchaser's representations and warranties being true and correct;
(ii) delivery and execution by Purchaser of this Sale and Purchase
Agreement; (iii) payment of the purchase price in accordance with
paragraph 2 and 4; and (iv) delivery at Closing of those documents
particularly described in paragraph 14.
7. Seller warrants and represents that it has good and lawful title to
the whole of the Vessel and that the Vessel is not subject to any
mortgage (except preferred ship mortgages, which mortgages shall be
satisfied at Closing), pledge, claims, conditional sales agreement,
encumbrance, tax charges, liens, or assessments or other charge of any
nature or kind whatsoever. The Vessel may be operating on standard
offshore industry terms, in which case Seller has provided or will
provide on request to Purchaser information concerning such operation.
Seller agrees to indemnify, defend and hold Purchaser harmless from
and against any and all such liens, encumbrances, claims or charges
asserted against the Vessel being sold hereunder which accrued or
occurred prior to Closing whether known or unknown.
8. The sale of the Vessel is made "AS IS, WHERE IS", without any
warranties whatsoever as to the fitness, condition, seaworthiness, or
suitability of the Vessel sold and transferred for any particular
purpose.
9. The Purchasers have inspected the Vessel and all documentation that
they have determined relevant to satisfy themselves as to the
condition of the Vessel as being acceptable for their purposes. This
sale is therefore outright and not subject to further inspection.
10. Seller and Purchaser each for itself represent and warrants that it is
a citizen of the United States within the meaning of Section 2 of the
Shipping Act of 1916, as amended (46 U.S.C. Section 802).
11. Seller and Purchaser each for itself warrants and represents that it
is a company duly organized, validly existing and in good standing
under the laws of its state of incorporation and in good standing in
the states and jurisdictions in which it conducts business and each
has all corporate power and authority to sell and purchase,
respectively, the Vessel transferred under this Agreement.
12. Seller and Purchaser each for itself represents and warrants that the
purchase and sale contemplated hereby has been duly authorized by all
necessary corporate action, and this Agreement constitutes its valid
and binding obligation, enforceable against it in accordance with the
terms of this Agreement.
13. The Seller shall deliver to the Purchaser at Closing:
A. A valid and sufficient Bill of Sale transferring title to the
Vessel to the Purchaser which shall contain such warranties of
title and disclaimers as set forth hereinabove.
B. The Certificate of Documentation for the Vessel, if available, or
if not available, a copy of same.
C. Secretary's certificate stating authorization of Seller for the
transaction described in this Agreement.
D. Satisfaction of mortgages, if any, bearing against the Vessel so
that the Vessel shall be sold to Purchaser free and clear of all
recorded liens and encumbrances.
E. Any and all U.S. Coast Guard documentation reasonably required in
connection with the sale and purchase hereunder.
F. Copies or originals of all other documents, plans and manuals in
Sellers possession, if any.
14. The Purchaser shall deliver to the Seller at Closing:
A. Evidence of payment of the Purchase Price.
B. Any and all United States Coast Guard documentation reasonably
required in connection with the consummation of the sale and
purchase hereunder.
15. The parties agreed to coordinate delivery so as to assure that sale
tax will not be payable.
16. This Vessel is one of three vessels (the "Vessels") being acquired by
Purchaser or affiliates of Purchaser from Seller or affiliates of
Seller under similar agreements. The intention of the parties is for
an en bloc sale. If any of the Vessels becomes a total or
constructive total loss prior to delivery, the agreement in respect of
such lost vessel shall terminate and the other agreements shall remain
in full force and effect. If a party defaults under one of the
agreements, the other party and its affiliates shall have the option
to terminate the other agreements and the default shall be deemed to
apply to all of the agreements.
17. The Buyers agree to timecharter back the Vessel to the Sellers for a
period of minimum 30 days maximum 120 days which termination at
charterers option two days notice at the rate of US$5,650 per day plus
fuel and lubricants otherwise on standard industry terms.
18. This Agreement shall be governed by the laws of the State of New York
and when applicable the Maritime Laws of the United States.
19. If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or enforceability shall not affect or
impair the validity or enforceability of the remaining provisions of
this Agreement.
20. This Agreement constitutes the entire understanding of the parties and
supersedes any and all other agreements, written or oral, with respect
to the subject matter herein.
21. This Agreement may only be modified or amended by a written instrument
signed by both parties.
22. This Agreement may be executed by the Parties hereto in any number of
counterparts, each of which together shall constitute but one in the
same instrument.
IN WITNESS WHEREOF, the parties have set their hand and seal through
their duly authorized officers on the date first above stated.
WITNESSES: TRICO MARINE ASSETS, INC., PURCHASER
/s/ Randie Gardner
- -----------------------------
/s/ Victor M. Perez By: /s/ Ronald O. Palmer
- ----------------------------- ------------------------------------
Its: Executive Vice President
/s/ Billye Carter OGDEN MARINE INDONESIA, INC., SELLER
- -----------------------------
/s/ Peter Bart
- ----------------------------- By: /s/ Robert W. Carson
------------------------------------
Robert W. Carson
President
SALE AND PURCHASE AGREEMENT
This Agreement made and entered into this 27th day of September, 1996
by and among Kenedy Corp., a Delaware corporation (sometimes referred to as
"Seller") and Trico Marine Assets, Inc., a Delaware corporation (sometimes
referred to as "Purchaser").
WHEREAS, Kenedy Corp., is the owner of the U.S. flag Vessel M/V "OMS
KENEDY" Official Number 587996 (sometimes referred to as "Vessel");
WHEREAS, Seller desires to sell Vessel to the PURCHASER;
WHEREAS, the Purchaser desires to purchase the Vessel upon the
following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants and
premises contained herein and for other good and valuable consideration,
the parties agree as follows:
1. Seller agrees to sell and Purchaser agrees to purchase the Vessel
together with the Vessel's engines, tackle, necessaries, apparel,
spare parts, cordage, general outfit, electronic and navigation
equipment, and all other appurtenances and appliances aboard the
Vessel and any other spare equipment and spare parts that are
associated with the vessel ashore. Purchaser agrees to purchase all
fuel and lube oil inventories as on board and belonging to the Seller
at the Closing. Seller shall provide an invoice for these items prior
to the Closing. Purchaser agrees, at its sole cost and expense, that
upon delivery of the Vessel, Purchaser will change the name of the
Vessel and remove any insignia referring to the Seller.
2. The purchase price for the Vessel shall be US$3,100,000. (UNITED
STATES DOLLARS THREE MILLION ONE HUNDRED THOUSAND) cash (the "Purchase
Price").
3. The Closing of the sale of the Vessel shall occur prior to September
30, 1996 at the offices of OMI Petrolink Corp., 4606 FM 1960 W., Ste.
200, Hou, TX 77069. The Seller and the Purchaser agree that the
Vessel shall be delivered at a mutually agreeable location offshore on
the date of the sale. In the event the Closing does not occur prior
to or on September 30, 1996, this agreement shall ipso facto terminate
with the parties having no liability to each other, however, in the
event Seller is unable to have all documents ready by this date the
termination date shall be extended by mutual agreement but no later
than October 10, 1996; provided, however, that the party whose breach
of its representations and warranties in this Agreement or whose
failure to perform any of its covenants and agreements under this
Agreement has resulted in failure of the Closing to occur on or before
such date shall not be entitled to terminate this Agreement pursuant
to this section.
4. Payment of the Purchase Price to Seller shall be made at the Closing
by immediately available funds.
5. Except to the extent waived in the Purchaser's sole discretion,
Purchaser's obligation to purchase the Vessel from Seller is expressly
conditioned on: (i) Seller's representations and warranties being
true and correct as of the Closing Date; (ii) execution and delivery
of this Sale and Purchase Agreement by Seller; and (iii) the delivery
at Closing of those documents particularly described in paragraph 13.
6. Except to the extent waived in Seller's sole discretion, Seller's
obligation to sell the Vessel is expressly conditioned on: (i)
Purchaser's representations and warranties being true and correct;
(ii) delivery and execution by Purchaser of this Sale and Purchase
Agreement; (iii) payment of the purchase price in accordance with
paragraph 2 and 4; and (iv) delivery at Closing of those documents
particularly described in paragraph 14.
7. Seller warrants and represents that it has good and lawful title to
the whole of the Vessel and that the Vessel is not subject to any
mortgage (except preferred ship mortgages, which mortgages shall be
satisfied at Closing), pledge, claims, conditional sales agreement,
encumbrance, tax charges, liens, or assessments or other charge of any
nature or kind whatsoever. The Vessel may be operating on standard
offshore industry terms, in which case Seller has provided or will
provide on request to Purchaser information concerning such operation.
Seller agrees to indemnify, defend and hold Purchaser harmless from
and against any and all such liens, encumbrances, claims or charges
asserted against the Vessel being sold hereunder which accrued or
occurred prior to Closing whether known or unknown.
8. The sale of the Vessel is made "AS IS, WHERE IS", without any
warranties whatsoever as to the fitness, condition, seaworthiness, or
suitability of the Vessel sold and transferred for any particular
purpose.
9. The Purchasers have inspected the Vessel and all documentation that
they have determined relevant to satisfy themselves as to the
condition of the Vessel as being acceptable for their purposes. This
sale is therefore outright and not subject to further inspection.
10. Seller and Purchaser each for itself represent and warrants that it is
a citizen of the United States within the meaning of Section 2 of the
Shipping Act of 1916, as amended (46 U.S.C. Section 802).
11. Seller and Purchaser each for itself warrants and represents that it
is a company duly organized, validly existing and in good standing
under the laws of its state of incorporation and in good standing in
the states and jurisdictions in which it conducts business and each
has all corporate power and authority to sell and purchase,
respectively, the Vessel transferred under this Agreement.
12. Seller and Purchaser each for itself represents and warrants that the
purchase and sale contemplated hereby has been duly authorized by all
necessary corporate action, and this Agreement constitutes its valid
and binding obligation, enforceable against it in accordance with the
terms of this Agreement.
13. The Seller shall deliver to the Purchaser at Closing:
A. A valid and sufficient Bill of Sale transferring title to the
Vessel to the Purchaser which shall contain such warranties of
title and disclaimers as set forth hereinabove.
B. The Certificate of Documentation for the Vessel, if available, or
if not available, a copy of same.
C. Secretary's certificate stating authorization of Seller for the
transaction described in this Agreement.
D. Satisfaction of mortgages, if any, bearing against the Vessel so
that the Vessel shall be sold to Purchaser free and clear of all
recorded liens and encumbrances.
E. Any and all U.S. Coast Guard documentation reasonably required in
connection with the sale and purchase hereunder.
F. Copies or originals of all other documents, plans and manuals in
Sellers possession, if any.
14. The Purchaser shall deliver to the Seller at Closing:
A. Evidence of payment of the Purchase Price.
B. Any and all United States Coast Guard documentation reasonably
required in connection with the consummation of the sale and
purchase hereunder.
15. The parties agreed to coordinate delivery so as to assure that sale
tax will not be payable.
16. This Vessel is one of three vessels (the "Vessels") being acquired by
Purchaser or affiliates of Purchaser from Seller or affiliates of
Seller under similar agreements. The intention of the parties is for
an en bloc sale. If any of the Vessels becomes a total or
constructive total loss prior to delivery, the agreement in respect of
such lost vessel shall terminate and the other agreements shall remain
in full force and effect. If a party defaults under one of the
agreements, the other party and its affiliates shall have the option
to terminate the other agreements and the default shall be deemed to
apply to all of the agreements.
17. This Agreement shall be governed by the laws of the State of New York
and when applicable the Maritime Laws of the United States.
18. If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or enforceability shall not affect or
impair the validity or enforceability of the remaining provisions of
this Agreement.
19. This Agreement constitutes the entire understanding of the parties and
supersedes any and all other agreements, written or oral, with respect
to the subject matter herein.
20. This Agreement may only be modified or amended by a written instrument
signed by both parties.
21. This Agreement may be executed by the Parties hereto in any number of
counterparts, each of which together shall constitute but one in the
same instrument.
IN WITNESS WHEREOF, the parties have set their hand and seal through
their duly authorized officers on the date first above stated.
WITNESSES: TRICO MARINE ASSETS, INC., PURCHASER
/s/ Randie Gardner
- -----------------------------
/s/ Victor M. Perez By: /s/ Ronald O. Palmer
- ----------------------------- ------------------------------------
Its: Executive Vice President
/s/ Billye Carter KENEDY CORP., SELLER
- -----------------------------
/s/ Peter Bart
- ----------------------------- By: /s/ Robert W. Carson
------------------------------------
Robert W. Carson
President
SALE AND PURCHASE AGREEMENT
This Agreement made and entered into this 27th day of September, 1996
by and among Potomac Transport, a Delaware corporation (sometimes referred
to as "Seller") and Trico Marine Assets, Inc., a Delaware corporation
(sometimes referred to as "Purchaser").
WHEREAS, Potomac Transport, is the owner of the U.S. flag Vessel M/V
"OMS BRAZORIA" Official Number 646579 (sometimes referred to as "Vessel");
WHEREAS, Seller desires to sell Vessel to the PURCHASER;
WHEREAS, the Purchaser desires to purchase the Vessel upon the
following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants and
premises contained herein and for other good and valuable consideration,
the parties agree as follows:
1. Seller agrees to sell and Purchaser agrees to purchase the Vessel
together with the Vessel's engines, tackle, necessaries, apparel,
spare parts, cordage, general outfit, electronic and navigation
equipment, and all other appurtenances and appliances aboard the
Vessel and any other spare equipment and spare parts that are
associated with the vessel ashore. Purchaser agrees to purchase all
fuel and lube oil inventories as on board and belonging to the Seller
at the Closing. Seller shall provide an invoice for these items prior
to the Closing. Purchaser agrees, at its sole cost and expense, that
upon delivery of the Vessel, Purchaser will change the name of the
Vessel and remove any insignia referring to the Seller.
2. The purchase price for the Vessel shall be US$4,500,000. (UNITED
STATES DOLLARS FOUR MILLION FIVE HUNDRED THOUSAND) cash (the "Purchase
Price").
3. The Closing of the sale of the Vessel shall occur prior to September
30, 1996 at the offices of OMI Petrolink Corp., 4606 FM 1960 W., Ste.
200, Hou, TX 77069. The Seller and the Purchaser agree that the
Vessel shall be delivered at a mutually agreeable location offshore on
the date of the sale. In the event the Closing does not occur prior
to or on September 30, 1996, this agreement shall ipso facto terminate
with the parties having no liability to each other, however, in the
event Seller is unable to have all documents ready by this date the
termination date shall be extended by mutual agreement but no later
than October 10, 1996; provided, however, that the party whose breach
of its representations and warranties in this Agreement has resulted
in failure of the Closing to occur on or before such date shall not be
entitled to terminate this Agreement pursuant to this section.
4. Payment of the Purchase Price to Seller shall be made at the Closing
by immediately available funds.
5. Except to the extent waived in the Purchaser's sole discretion,
Purchaser's obligation to purchase the Vessel from Seller is expressly
conditioned on: (i) Seller's representations and warranties being
true and correct as of the Closing Date; (ii) execution and delivery
of this Sale and Purchase Agreement by Seller; and (iii) the delivery
at Closing of those documents particularly described in paragraph 13.
6. Except to the extent waived in Seller's sole discretion, Seller's
obligation to sell the Vessel is expressly conditioned on: (i)
Purchaser's representations and warranties being true and correct;
(ii) delivery and execution by Purchaser of this Sale and Purchase
Agreement; (iii) payment of the purchase price in accordance with
paragraph 2 and 4; and (iv) delivery at Closing of those documents
particularly described in paragraph 14.
7. Seller warrants and represents that it has good and lawful title to
the whole of the Vessel and that the Vessel is not subject to any
mortgage (except preferred ship mortgages, which mortgages shall be
satisfied at Closing), pledge, claims, conditional sales agreement,
encumbrance, tax charges, liens, or assessments or other charge of any
nature or kind whatsoever. The Vessel may be operating on standard
offshore industry terms, in which case Seller has provided or will
provide on request to Purchaser information concerning such operation.
Seller agrees to indemnify, defend and hold Purchaser harmless from
and against any and all such liens, encumbrances, claims or charges
asserted against the Vessel being sold hereunder which accrued or
occurred prior to Closing whether known or unknown.
8. The sale of the Vessel is made "AS IS, WHERE IS", without any
warranties whatsoever as to the fitness, condition, seaworthiness, or
suitability of the Vessel sold and transferred for any particular
purpose.
9. The Purchasers have inspected the Vessel and all documentation that
they have determined relevant to satisfy themselves as to the
condition of the Vessel as being acceptable for their purposes. This
sale is therefore outright and not subject to further inspection.
10. Seller and Purchaser each for itself represent and warrants that it is
a citizen of the United States within the meaning of Section 2 of the
Shipping Act of 1916, as amended (46 U.S.C. Section 802).
11. Seller and Purchaser each for itself warrants and represents that it
is a company duly organized, validly existing and in good standing
under the laws of its state of incorporation and in good standing in
the states and jurisdictions in which it conducts business and each
has all corporate power and authority to sell and purchase,
respectively, the Vessel transferred under this Agreement.
12. Seller and Purchaser each for itself represents and warrants that the
purchase and sale contemplated hereby has been duly authorized by all
necessary corporate action, and this Agreement constitutes its valid
and binding obligation, enforceable against it in accordance with the
terms of this Agreement.
13. The Seller shall deliver to the Purchaser at Closing:
A. A valid and sufficient Bill of Sale transferring title to the
Vessel to the Purchaser which shall contain such warranties of
title and disclaimers as set forth hereinabove.
B. The Certificate of Documentation for the Vessel, if available, or
if not available, a copy of same.
C. Secretary's certificate stating authorization of Seller for the
transaction described in this Agreement.
D. Satisfaction of mortgages, if any, bearing against the Vessel so
that the Vessel shall be sold to Purchaser free and clear of all
recorded liens and encumbrances.
E. Any and all U.S. Coast Guard documentation reasonably required in
connection with the sale and purchase hereunder.
F. Copies or originals of all other documents, plans and manuals in
Sellers possession, if any.
14. The Purchaser shall deliver to the Seller at Closing:
A. Evidence of payment of the Purchase Price.
B. Any and all United States Coast Guard documentation reasonably
required in connection with the consummation of the sale and
purchase hereunder.
15. The parties agreed to coordinate delivery so as to assure that sale
tax will not be payable.
16. This Vessel is one of three vessels (the "Vessels") being acquired by
Purchaser or affiliates of Purchaser from Seller or affiliates of
Seller under similar agreements. The intention of the parties is for
an en bloc sale. If any of the Vessels becomes a total or
constructive total loss prior to delivery, the agreement in respect of
such lost vessel shall terminate and the other agreements shall remain
in full force and effect. If a party defaults under one of the
agreements, the other party and its affiliates shall have the option
to terminate the other agreements and the default shall be deemed to
apply to all of the agreements.
17. This Agreement shall be governed by the laws of the State of New York
and when applicable the Maritime Laws of the United States.
18. If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or enforceability shall not affect or
impair the validity or enforceability of the remaining provisions of
this Agreement.
19. This Agreement constitutes the entire understanding of the parties and
supersedes any and all other agreements, written or oral, with respect
to the subject matter herein.
20. This Agreement may only be modified or amended by a written instrument
signed by both parties.
21. This Agreement may be executed by the Parties hereto in any number of
counterparts, each of which together shall constitute but one in the
same instrument.
IN WITNESS WHEREOF, the parties have set their hand and seal through
their duly authorized officers on the date first above stated.
WITNESSES: TRICO MARINE ASSETS, INC., PURCHASER
/s/ Randie Gardner
- -----------------------------
/s/ Victor M. Perez By: /s/ Ronald O. Palmer
- ----------------------------- ------------------------------------
Its: Executive Vice President
/s/ Billye Carter POTOMAC TRANSPORT, SELLER
- -----------------------------
/s/ Peter Bart
- ----------------------------- By: /s/ Robert W. Carson
------------------------------------
Robert W. Carson
President
Press Release
For immediate release Contact: Victor M. Perez
(713) 780-9926
TRICO MARINE SIGNS AGREEMENT TO ACQUIRE THREE SUPPLY VESSELS
Houston, Texas, September 30, 1996 - Trico Marine Services, Inc.
(NASDAQ: TMAR) announced today that it has entered into a definitive
agreement to acquire three supply vessels and related assets from
certain subsidiaries of OMI Corp. for $11.6 million in cash.
The three vessels include two 180-foot and one 170-foot supply boats,
all of which are currently working in the Gulf of Mexico. The
acquisition, which is expected to be consummated immediately, will be
financed with borrowings under the Company's credit facility.
Trico believes this acquisition is consistent with its strategy of
participating in the consolidation of the marine service industry in the
Gulf of Mexico, where the Company maintains its primary focus.
"Industry consolidation combined with strong growth in drilling have
increased demand for the Company's services and have pushed utilization
and dayrates for supply vessels upward," said Tom Fairley, Chairman and
C.E.O. "This acquisition, which follows the addition of four supply
vessels in May 1996, brings our supply boat fleet to 24, up from 16 at
the beginning of this year."
The Company is also continuing its vessel upgrade program. The Stones
River, a 180-foot supply boat acquired in March 1996, is currently being
refurbished and upgraded to 220 feet in length and is expected to begin
service in the first quarter of 1997. When complete, the vessel will
have bulk cargo capacity of 7,800 cubic feet and 2,300 barrels of liquid
mud.
Trico Marine provides a broad range of marine support services to the
oil and gas industry, primarily in the Gulf of Mexico and Brazil. The
services provided by the Company's diversified fleet of vessels include
the marine transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and removal of
offshore facilities. Trico has principal offices in Houma, Louisiana,
and Houston, Texas.
