(10.66) Non-Recourse Assignment and Assumption Agreement between Aero
Services International, Inc. and TigerAir, Inc. dated
November 8, 1995
NON-RECOURSE ASSIGNMENT AND ASSUMPTION WITH CONSENT
THIS NON-RECOURSE ASSIGNMENT AND ASSUMPTION is made and
entered into as of this 8th day of November, 1995, by and
between AERO SERVICES INTERNATIONAL, INC., a Louisiana
corporation ("Aero"), and TIGERAIR, INC., a Texas corporation ("TigerAir"), and
is consented to by EAGLE DIRECTIONS, INC., a Delaware corporation ("Eagle").
W I T N E S S E T H:
1. Non-Recourse Assignment. For good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, Aero does hereby sell, transfer, assign, and
deliver to TigerAir, without recourse to Aero, all of Aero's
right, title and interest in, to and under (i) that certain
sublease, dated as of October 20, 1994, by and between Aero, as
sublessee, and Eagle, as sub-lessor (the "Sublease"), and (ii)
that certain option agreement, dated as of October 20, 1994, by
and between Aero and Eagle (the "Option Agreement"), pursuant to
which, among other things, Eagle granted Aero an option to
purchase and acquire, from Eagle, Eagle's leasehold interest at
the Houston Hobby Airport in Houston, Texas (the "Airport"),
together with all of Eagle's rights, title and interest in and
to the Operational Assets (as defined in the Option Agreement)
used in the fixed based operations previously managed by Eagle,
and currently managed by Aero, at the Airport (the "Houston
FBO").
2. Assumption. TigerAir does hereby accept the foregoing
sale, transfer and assignment of all Aero's right, title and
interest in, to and under the Sublease and the Option Agreement,
and hereby assumes and covenants with Aero and Eagle that it
will pay, perform and discharge, when lawfully due, each and
every obligation of Aero under and with respect to the Sublease
and the Option Agreement, and, further, agrees to assume and
perform each and every other obligation of Aero with respect to
the Houston FBO, including, without limitation, (i) that certain
fuel supply contract, dated as of _______________ _____, 1994,
by and between Aero and Exxon Company, U.S.A., a division of
Exxon Corporation, a New Jersey corporation, (ii) those certain
refueler agreements, dated as of _______________ _____, 19____,
by and between Aero and AvFuel Corporation, a Michigan
corporation, and (iii) the employment of all current employees
at the Houston FBO.
3. Further Assurances. Each of Aero and TigerAir hereby covenants
that, from time to time, after delivery of this instrument, at the
other's request and without further consideration, such party
shall do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, any and all such further
acts, instruments and other things or writings reasonably
requested by the other party in order to evidence and effectuate
the consummation of any of the transactions referenced herein.
4. Consent to Non-Recourse Assignment and Assumption. Eagle hereby
consents to (i) the non-recourse assignment by Aero to TigerAir
of the Sublease and the Option Agreement and (ii) the assumption
thereof by TigerAir.
5. Release of Aero. Aero hereby represents and warrants to Eagle that
there does not now exist a default by Aero under the terms of
the sublease. Eagle hereby releases Aero of any and all
obligations and duties arising under or with respect to the
Sublease and the Option Agreement, effective as of the date
hereof.
IN WITNESS WHEREOF, and intending to be legally bound
hereby, the parties have executed this Non-Recourse Assignment
and Assumption with Consent as of the date first set forth
above.
AERO SERVICES
INTERNATIONAL, INC.
Xxxxxxxxxxx Xxxxxxx By: Xxxx X. Xxxxx
Secretary Its: Assistant Secretary
TIGERAIR, INC.
Xxxxxxx X. Xxxxxx By: W. E. Xxxxxxx
Assistant Secretary Its:President
EAGLE DIRECTIONS, INC.
By: Xxxxxxx X. Xxxx
Secretary Its:President
