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FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First
Amendment") dated as of March 28, 1997 is by and among ENERGY VENTURES, INC.,
a Delaware corporation, GULFMARK ACQUISITION CO., a Delaware corporation and
wholly-owned subsidiary of EVI, GULFMARK INTERNATIONAL, INC., a Delaware
corporation ("GulfMark"), and GULFMARK OFFSHORE, INC. (formerly known as New
GulfMark International, Inc.), a Delaware corporation and wholly-owned
subsidiary of GulfMark.
R E C I T A L S :
WHEREAS, the parties to this First Amendment are parties to that
certain Agreement and Plan of Merger dated December 5, 1996 (the "Agreement");
and
WHEREAS, the parties to this First Amendment desire to amend the
Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and of the respective
covenants, agreements, representations, and warranties set forth herein and in
the Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 7.1(b)(i) of the Agreement is hereby amended to read in its
entirety as follows:
"(i) the Merger has not been consummated on or before May 31, 1997
(provided that the right to terminate this Agreement under
this clause (i) shall not be available to any party whose
breach of any representation or warranty or failure to fulfill
any covenant or agreement under this Agreement has been the
cause of or resulted in the failure of the Merger to occur on
or before such date);"
2. Sections 5.7(a) and 5.7(d) are hereby amended in their entirety to
read as follows:
"(a) GulfMark shall take action prior to the Merger and the
Distribution to cause the GulfMark Options to be assumed by
Spinco and converted into or exchanged for and represent
options to purchase Spinco Common Stock and to cause the
GulfMark Plans to be transferred to and assumed by Spinco,
such that all obligations of GulfMark thereunder are
terminated, and neither GulfMark nor EVI will have any
obligations under the GulfMark Plans following the Merger."
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"(d) Within 180 days following the Effective Time, Spinco shall
file a registration statement on Form S-8 (or other
appropriate form) with respect to the shares of Spinco Common
Stock subject to the adjusted and assumed GulfMark Options,
and shall use its best efforts to maintain the effectiveness
of such registration statement (and maintain the current
status of any prospectus contained therein) for so long as any
of such options remain outstanding."
3. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement. Except as otherwise expressly provided
herein, the Agreement and the other agreements referred to therein are not
amended, modified or affected by this First Amendment. Except as expressly set
forth herein, all of the terms, conditions, covenants, representations,
warranties and all other provisions of the Agreement are herein ratified and
confirmed and shall remain in full force and effect.
4. On and after the date on which this First Amendment becomes effective,
the terms, "this Agreement," "hereof," "herein," "hereunder" and terms of like
import, when used herein or in the Agreement shall, except where the context
otherwise requires, refer to the Agreement, as amended by this First Amendment.
5. This First Amendment may be executed in two or more counterparts, and
it shall not be necessary that the signatures of all parties hereto be
contained on any one counterpart hereof; each counterpart shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.
ENERGY VENTURES, INC.
By: /s/ JAMES G. KILEY
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James G. Kiley
Vice President and Chief Financial Officer
GULFMARK ACQUISITION CO.
By: /s/ JAMES G. KILEY
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James G. Kiley
Vice President and Chief Financial Officer
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GULFMARK INTERNATIONAL, INC.
By: /s/ FRANK R. PIERCE
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Frank R. Pierce
Executive Vice President
GULFMARK OFFSHORE, INC.
By: /s/ FRANK R. PIERCE
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Frank R. Pierce
Executive Vice President
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