Exhibit 10.5
ASSIGNMENT, ASSUMPTION, ACKNOWLEDGEMENT AND CONSENT
1. Reference is made to (i) the Platform Construction Agreement, the
Ancillary Agreement and the Confidentiality Agreement, each dated as of April
30, 1997 in each case between AMFELS, INC. ("AMFELS"), and Xxxxxx Offshore
LLC (the "Company"), as assignee of and successor in interest to COI, LLC
(successor by merger to Xxxxxx Offshore, Inc.) pursuant to an instrument of
Assignment and Assumption and Consent to Assignment dated as of August 5,
1997 (collectively, the "Xxxxxx Columbus Agreement") and (ii) the Platform
Construction Agreement dated as of August 5, 1997 between AMFELS and the
Company (the "Xxxxxx Magellan Agreement"; together with the Xxxxxx Columbus
Agreement, the "Construction Agreements").
2. The Company hereby assigns (i) to Xxxxxx Columbus LLC, a Delaware
limited liability company and wholly owned subsidiary of the Company, all of
the rights and benefits of the Company with respect to the Xxxxxx Columbus
Agreement and (iii) to Xxxxxx Magellan LLC, a Delaware limited liability
company and wholly owned subsidiary of the Company, all of the rights and
benefits of the Company, all of the rights and benefits of the Company with
respect to the Xxxxxx Magellan Agreement.
3. Xxxxxx Columbus LLC hereby undertakes, assumes and agrees to pay,
perform or discharge in accordance with their terms, to the extent not
heretofore paid, performed or discharged, all obligations of the Company
under or otherwise with respect to the Xxxxxx Columbus Agreement, and Xxxxxx
Magellan LLC hereby undertakes, assumes and agrees to pay, perform or
discharge in accordance with their terms, to the extent not heretofore paid,
performed or discharged, all obligations of the Company under or otherwise
with respect to the Xxxxxx Magellan Agreement.
4. AMFELS hereby acknowledges the foregoing assignment and assumption
agreement with respect to the Xxxxxx Columbus agreement, and hereby consents
to the assignment by the Company to Xxxxxx Columbus LLC of all of the rights
and benefits of the Company under the Xxxxxx Columbus Agreement, and agrees
that Xxxxxx Columbus LLC may succeed to and assume all of the Company's
rights, benefits, duties and obligations under such agreement, all as set
forth in paragraphs 2 and 3 above.
5. AMFELS hereby acknowledges the foregoing assignment and assumption
agreement with respect to the Xxxxxx Magellan Agreement, and hereby consents
to the assignment by the Company to Xxxxxx Magellan LLC of all of the rights
and benefits of the Company under the Xxxxxx Magellan Agreement, and agrees
that
Xxxxxx Magellan LLC may succeed to and assume all of the Company's rights,
benefits, duties and obligations under such agreement, all as set forth in
paragraphs 2 and 3 above.
6. The foregoing acknowledgement and consent shall not, with respect
to either Construction Agreement, operate to release the Company from any of
its obligations or liabilities thereunder in the event that Xxxxxx Columbus
LLC or Xxxxxx Magellan LLC, as applicable, shall fail to perform any of its
obligations thereunder. If there is any conflict between the provisions of
this paragraph and any other contained in this document, this paragraph shall
be controlling, and further provided however that nothing herein shall
constitute a subordination or waiver of (i) any rights of AMFELS in or under
the Construction Agreements and associated documents and agreements, at law
or in equity, or (ii) any lien, title or equity of AMFELS, by contract, at
law or in equity, in any Platforms to be constructed pursuant thereto, (iii)
any remedies of AMFELS under the Construction Agreements and associated
documents, at law or in equity, including without limitation the right to
payment, setoff, and deduction of all sums due AMFELS at any time under the
Construction Agreements or associated documents and agreements.
Executed and dated as of April 23, 1998.
XXXXXX OFFSHORE LLC
BY: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXXX COLUMBUS LLC
BY: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXXX MAGELLAN LLC
BY: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
AMFELS, INC.
BY: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: VP Commercial
