ASSIGNMENT AND ASSUMPTION AGREEMENT
(OFFSITE SERVICES AGREEMENT)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made, executed and delivered between
and among Exxon Company U.S.A., a division of Exxon Corporation, a New Jersey
corporation having offices at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 ("Exxon");
Asphalt Supply and Service, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000 hereafter called Assignor; and
Crown Asphalt Products Company
000 Xxxxx Xxxxx Xxxxxx Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000 hereafter called Assignee.
Pursuant to an Offsite Services Agreement between Exxon and Assignor, such
agreement bearing Exxon internal reference number PIA032398 (the "Service
Contract") Assignor contracted to provide certain services to Exxon in exchange
for certain agreed-upon remuneration. Assignee has or will acquire certain
operating assets from Assignor, including the Service Contract. In connection
therewith, Assignor and Assignee now desire to assign all right, title and
interest of Assignor in and to the Service Contract to Assignee in accordance to
the terms and conditions specified below.
In consideration of their mutually-dependent promises, the Parties hereby agree
as follows:
1. For a valuable consideration, the receipt of which by Assignor is
acknowledged, Assignor sells, assigns, transfers and sets over to
Assignee all of Assignor's interest in and under the Service
Contract, as the same may have been amended or modified and as the
same may be hereby modified and amended.
2. Assignee accepts the assignment and agrees to be bound by and to
abide by each and every of the terms, conditions and provisions of
the Service Contract and any amendments made thereto.
3. Exxon consents to the assignment from Assignor to Assignee, provided
that such consent shall not be construed as consent to any further
assignment of the Service Contract.
Further, in order to induce the Assignee to assume the obligations of the
Assignor under the Service Contract, Exxon represents and warrants to the
Assignee, as of the date hereof, as follows:
1. The copy of the Service Contract attached hereto as EXHIBIT 1 is a
true, correct and complete copy of the Service Contract and
represents the entire agreement between Exxon and the Assignor.
2. Asphalt Supply & Service, Inc. is the current "Contractor" under the
Service Contract. Exxon has not previously been notified of any
other assignment of the Service Contract.
3. The current term of the Service Contract expires on December 31, 2000 at
which time the Service Contract shall automatically renew for an
additional calendar year (and shall continue to renew for an unlimited
number of successive calendar year periods), unless earlier terminated by
Exxon or Contractor providing a notice of termination at least ninety
days in advance of the last day of the then current annual term.
4. To the best of Exxon's knowledge, the Assignor is not in default in any
respect of its obligations under the Service Contract, nor is there now
any fact or condition which, with notice or lapse of time, would
constitute a default or permit termination, modification or acceleration
under the Service Contract.
5. The Service Contract is in full force and effect.
6. Exxon is not aware of any claims, offsets or defenses against the
Assignor and there are no disputes, oral agreements or forbearance
programs in effect as to the Service Contract.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement and made the same effective as of April 17, 1999.
EXXON COMPANY, U.S.A., a division of
Exxon Corporation
By: /s/ [ILLEGIBLE]
----------------------------------
Title: EUSA, Mktg, L&FS Opns. Mgr.
-------------------------------
ASSIGNOR:
ASPHALT SUPPLY & SERVICE, INC.
By: /s/ R. Xxxx Xxxxxxxxx
----------------------------------
R. Xxxx Xxxxxxxxx, President
ASSIGNEE:
CROWN ASPHALT PRODUCTS COMPANY
By: /s/ Xxx Xxxxxx
----------------------------------
Xxx Xxxxxx, President
