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Exhibit 10.2
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "
Amendment ") is made and entered into as of this 1st day of
November, 2006 by and among HERCULES INTERNATIONAL HOLDINGS
LTD. , a Cayman limited company (" HIHL "),
HALLIBURTON WEST AFRICA LTD. , a Cayman limited company ("
HWAL "), HALLIBURTON ENERGY SERVICES NIGERIA LIMITED
, a Nigerian corporation (" HESNL ") and HERCULES
OILFIELD SERVICES LTD. , a Cayman limited company ("
HOSL "). HESNL and HWAL are sometime referred to herein,
collectively, as the " Seller ".
WHEREAS, HIHL, HWAL and HESNL entered into that certain Asset
Purchase Agreement, as of August 23, 2006 (the " Purchase
Agreement "; all capitalized terms used but not defined herein
shall have the meanings set forth in the Purchase Agreement.),
pursuant to which HWAL and HESNL agreed to sell, and HIHL agreed to
buy, the Purchased Assets and the Assigned Contracts upon the terms
and subject to the conditions set forth therein; and
WHEREAS, the parties to this Amendment desire to amend the
Purchase Agreement to replace and substitute HOSL for HIHL as the
"Buyer" in the Purchase Agreement, to change the "Expiration Date"
to December 1, 2006, to make certain changes to employee
matters and to agree upon the repair of certain damages to M.V.
F.J. Leleux.
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and other good and valuable
consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto represent, warrant and agree as
follows:
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1.
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Substitution of Buyer .
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a)
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The cover page to the Purchase Agreement is
hereby amended by deleting "Hercules International Holdings Ltd."
and inserting "Hercules Oilfield Services Ltd." in its
place.
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b)
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The definition of " Buyer " in the
preamble of the Purchase Agreement is hereby amended by deleting
"Hercules International Holdings, Ltd." and inserting "Hercules
Oilfield Services Ltd." in its place.
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c)
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Section 11.4 of the Purchase Agreement with
respect to notice to the Buyer is hereby amended by deleting
"Hercules International Holdings Ltd." and inserting "Hercules
Oilfield Services Ltd." in its place.
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2.
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Joinder . By executing this Amendment,
HOSL becomes "Buyer" under the Purchase Agreement. HOSL agrees
that, upon the execution of this Amendment, it will become a party
to the Purchase Agreement as "Buyer" thereunder, and will be bound
by all terms, conditions, and duties applicable to "Buyer" under
the Purchase Agreement, as if it were an original signatory
thereto. HOSL hereby
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ratifies, approves and confirms the terms,
conditions and other provisions of the Purchase Agreement in each
and every respect. By executing this Amendment, HOSL agrees that
(a) all of the terms and conditions set forth in the Purchase
Agreement and other Transaction Documents that apply to "Buyer" are
binding upon and apply to HOSL; and (b) all of the
representations, warranties, covenants, and agreements made by
"Buyer" in the Purchase Agreement are deemed to be made, by HOSL as
if set forth herein in full. Furthermore, HOSL represents and
warrants to HWAL and HESNL, that this Amendment and all other
Transaction Documents delivered to HESNL and HWAL that are executed
by it constitute the legal, valid and binding obligations of HOSL
and are fully enforceable in accordance with their respective
terms.
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