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 ▇▇▇▇▇▇ Offshore
LLC (the "Company"), as assignee of and successor in interest to COI, LLC
(successor by merger to ▇▇▇▇▇▇ Offshore, Inc.) pursuant to an instrument of
Assignment and Assumption and Consent to Assignment dated as of August 5,
1997 (collectively, the "▇▇▇▇▇▇ Columbus Agreement") and (ii) the Platform
Construction Agreement dated as of August 5, 1997 between AMFELS and the
Company (the "▇▇▇▇▇▇ Magellan Agreement"; together with the ▇▇▇▇▇▇ Columbus
Agreement, the "Construction Agreements").
2. The Company hereby assigns (i) to ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Columbus
Agreement and (iii) to ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Magellan Agreement.
3. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Columbus Agreement, and ▇▇▇▇▇▇
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 ▇▇▇▇▇▇ Magellan Agreement.
4. AMFELS hereby acknowledges the foregoing assignment and assumption
agreement with respect to the ▇▇▇▇▇▇ Columbus agreement, and hereby consents
to the assignment by the Company to ▇▇▇▇▇▇ Columbus LLC of all of the rights
and benefits of the Company under the ▇▇▇▇▇▇ Columbus Agreement, and agrees
that ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Magellan Agreement, and hereby consents
to the assignment by the Company to ▇▇▇▇▇▇ Magellan LLC of all of the rights
and benefits of the Company under the ▇▇▇▇▇▇ Magellan Agreement, and agrees
that
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Columbus
LLC or ▇▇▇▇▇▇ 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.
▇▇▇▇▇▇ OFFSHORE LLC
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ COLUMBUS LLC
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ MAGELLAN LLC
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
AMFELS, INC.
BY: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: VP Commercial
