Exhibit 10.3
ASSIGNMENT AND ASSUMPTION AND CONSENT TO ASSIGNMENT
Assignment and Assumption (this "Assignment") dated as of the 5th day of
August, 1997, between COI, LLC, a Delaware limited liability company (the
"Assignor") and XXXXXX OFFSHORE LLC, a Delaware limited liability company (the
"Assignee").
WHEREAS, Xxxxxx Offshore inc., a Delaware company ("Xxxxxx") and Amfels,
Inc. ("Amfels") are parties to the Platform Construction Agreement, the
Ancillary Agreement and the Confidentiality Agreement, all dated April 30, 1997
(collectively, the "Construction Contract"), concerning the construction, sale
and purchase of a mobile offshore drilling platform being built by Amfels at its
Brownsville, Texas yard; and
WHEREAS, Xxxxxx and the Assignor merged, effective as of July 31, 1997,
with the Assignor being the surviving entity and the successor by merger to all
Xxxxxx' rights and obligations in and to the Construction Contract; and
WHEREAS, the Assignor wishes to assign to the Assignee all of it right,
title and interest to and obligations under the Construction Contract.
NOW, WHEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. The Assignor hereby transfers, assigns and grants absolutely to the
Assignor and not by way of security, all of its right, title and interest to and
obligations under the Construction Contract. The Assignee hereby accepts such
assignment and assumes and agrees to fulfill and carry out, as of the date of
this Assignment, all of the liabilities, obligations, duties and terms and
conditions applicable to the Assignor under the Construction Contract.
2. The Assignor represents and warrants that the Construction Contract is
in full force and effect and there are no events which would constitute a
default by the Assignor under the terms of the Construction Contract.
3. The Assignor hereby warrants and represents that, except for the
granting of a security interest in the Construction Contract, to Seacor Smit
Inc. pursuant to the Security Agreement between Xxxxxx and Seacor Smit Inc.
dated as of July 18, 1997, it has not assigned or pledged, the whole or any part
of the Construction Contract hereby assigned to anyone other than the Assignee
and it will not take or omit to take any action, the taking or omission of which
might result in an alteration or impairment of the Construction Contract or this
Assignment.
4. The Assignor agrees that at any time and from time to time, upon the
written request of the Assignee or its successors or assigns, it will promptly
and duly execute and deliver any and all such further instruments and documents
necessary or desirable to put into effect the assignment contained herein.
5. This Assignment shall be governed by and construed under the internal
laws of the State of Texas and may not be amended or changed without the written
consent of the parties hereto.
6. This Assignment may be signed in multiple counterparts, all of which
shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this document as of
the date first above written.
COI, LLC
By: /S/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
XXXXXX OFFSHORE LLC
By: /S/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
THE ABOVE MENTIONED MERGER AND ASSIGNMENT ARE HEREBY CONSENTED TO AND ACCEPTED
THIS 5TH DAY OF AUGUST, 1997.
AMFELS, INC.
By: /S/ X.X.Xxx
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X.X. Xxx
Executive Vice-President
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