ASSIGNMENT AND ACCEPTANCE
Dated as of March 16, 1998
Reference is made to the Agreement for Purchase and Sale dated as of
January 23, 1998 (as the same may be amended or modified from time-to-time, the
"Agreement") among BLACK WARRIOR WIRELINE CORP., a Texas corporation ("Seller")
and ST. XXXXX CAPITAL PARTNERS, L.P. ("Purchaser"). Capitalized terms not
otherwise defined in this Assignment and Acceptance shall have the meanings
assigned to them in the Agreement.
Pursuant to the terms of the Agreement, St. Xxxxx Capital Partners,
L.P. wishes to assign and delegate 100% of its rights and obligations under
the Agreement. Therefore, St. Xxxxx Capital Partners, L.P. ("Assignor") and
SJMB, L.P. ("Assignee") agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, without recourse to the Assignor
and without representation or warranty except for the representations and
warranties specifically set forth in clauses (i) and (ii) of Section 2, all
interest in and to all of the Assignor's rights and obligations under the
Agreement and the Transaction Documents as of the Effective Date (as defined
below), including, without limitation, the Assignor's interest in the
Collateral, and the Assignor's registration rights in respect of Common Stock.
2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties, or representations made in or in connection with the Agreement or
any other Transaction Document or the execution, legality, validity,
enforceability, genuineness, sufficiency, or value of the Agreement or any other
Transaction Document or any other instrument or document furnished pursuant
thereto; and
(iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
Subsidiary Guarantor or the performance or observance by the Borrower or the
Subsidiary Guarantor of any of their obligations under the Agreement or any
other Transaction Document or any other instrument or document furnished
pursuant thereto.
3. The effective date for this Assignment and Acceptance shall be March
16, 1998 (the "Effective Date").
4. This Assignment and Acceptance shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas.
The parties hereto have caused this Assignment and Acceptance to be duly
executed as of the date first above written.
ASSIGNOR
ST. XXXXX CAPITAL PARTNERS, L.P.
By: St. Xxxxx Capital Corp.
its General Partner
By: /s/ XXX XXXXX
Name: Xxx Xxxxx
Title: Vice President
ASSIGNEE
SJMB, L.P.
By: SJMB, L.L.C.
its General Partner
By: /s/ XXX XXXXX
Name: Xxx Xxxxx
Title: Vice President
