EXHIBIT 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into effective as of April 10th, 2002, by and between Xxxxxx Offshore Inc., a
Delaware corporation ("Assignor"), and Xxxxxx Offshore International Inc., a
Xxxxxxxx Islands corporation ("Assignee").
In consideration of the mutual covenants and agreements set forth
below, Assignor and Assignee agree as follows:
1. Introduction. Assignor entered into that certain Bayu Undan
Drilling Contract No. C0031 (the "Drilling Agreement") dated
June 21, 2001, between Assignor and Xxxxxxxx Petroleum (91-12)
Pty Ltd ("Xxxxxxxx"), pursuant to which Assignor agreed to
perform certain drilling services for Xxxxxxxx utilizing the
jackup drilling rig known as the Xxxxxx Discovery. Assignee is
a wholly-owned subsidiary of Assignor, and the owner of the
Xxxxxx Discovery. Article 15.0 of the Drilling Agreement
permits Assignor to assign the Drilling Agreement with the
prior written consent of Xxxxxxxx. Assignor and Assignee now
desire for Assignor to assign to Assignee, and Assignee to
assume, all of Assignor's rights and obligations under the
Drilling Agreement.
2. Assignment and Assumption. Assignor hereby assigns, transfers
and conveys to Assignee all of Assignor's right, title and
interest in and to the Drilling Agreement, and Assignee hereby
accepts such assignment and assumes and agrees to fulfill and
carry out all of the liabilities, obligations, duties and
terms and conditions of and applicable to Assignor under the
Drilling Agreement.
3. No Release of Assignor. Notwithstanding Assignor's assignment
of the Drilling Agreement to Assignee hereunder, Assignor
shall remain primarily liable to Xxxxxxxx for the obligations
of Assignee under the Drilling Agreement in the event that
Assignee fails to fulfill any obligation imposed on it under
the Drilling Agreement.
4. Guarantee by Assignor. The Assignor guarantees to Xxxxxxxx the
full, prompt and complete performance and observance by the
Assignee of all terms and conditions of the Drilling Agreement
and indemnifies Xxxxxxxx from and against all claims, losses,
actions, damages, costs (including legal costs) and expenses
suffered or incurred by Xxxxxxxx by reason of the Assignee's
default, breach or non-performance or non-observance of any of
those terms and conditions.
5. Performance by Assignor. If the Assignee defaults in or
breaches or fails to perform or observe any of the terms and
conditions of the Drilling Agreement, the Assignor must
forthwith upon receipt of notice from Xxxxxxxx requiring it to
do so, perform and observe all of those terms and conditions
and thereafter will continue to perform and observe them until
termination of the Drilling Agreement.
6. Further Assurances. Assignor and Assignee agree that at any
time and from time to time, upon the written request of the
other party, each party will execute and deliver any and all
further instruments and documents necessary or desirable to
effectuate the assignment and assumption contained herein.
7. Amendment. This Agreement may not be amended or changed
without the written consent of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
which may be executed in multiple counterparts, all of which shall constitute
one agreement, effective as of the date first above written.
XXXXXX OFFSHORE INC.
By:
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Name:
Title:
XXXXXX OFFSHORE INTERNATIONAL INC.
By:
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Name:
Title:
THE ASSIGNMENT AND ASSUMPTION
HEREIN ARE HEREBY CONSENTED TO
AND ACCEPTED EFFECTIVE AS OF
______________, 2002 BY XXXXXXXX.
XXXXXXXX PETROLEUM (91-12) PTY LTD
By:
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Name:
Title:
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