ASSIGNMENT AND SALE
This Assignment and Sale (the "Assignment") is made
and entered into by and between XCL ACQUISITIONS, INC., a
Delaware corporation whose mailing address is 000 Xxx Xxxx
Xxxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 and whose tax identification
number is 00-0000000 ("Seller"), and the parties identified on
Schedule A (hereinafter referred to individually as a "Buyer" and
collectively as the "Buyers").
WHEREAS, Seller owns a 50% interest ("Seller's Interest")
in and to those Promissory Notes described on Schedule 13 (the
"Promissory Notes");
WHEREAS, the principal amount owed on the Promissory Notes
attributable to Seller's Interest is Five Hundred Thirty Thousand
Four Hundred Sixty One and 41/100 ($530,461.41) Dollars;
WHEREAS Buyers collectively wish to buy a 58.911% interest
in Seller's Interest which would entitled Buyers to receive
collectively in principal $312,500.12 and interest on such
principal amount from the date hereof until paid at the rate of
eight percent (8%) per annum;
NOW THEREFORE, in mutual consideration of the terms and
provisions set forth in this Assignment, the parties agree as
follows:
Section 1. Sale. Seller does hereby GRANT, CONVEY,
BARGAIN, SELL, TRANSFER, ASSIGN, SET OVER AND DELIVER, unto each
Buyer, and its successors and assigns, that portion of Seller's
Interest set forth on Schedule C opposite the name of each Buyer
under the heading "Seller's Interest" (which collectively shall
total a 58.911% interest in Seller's Interest). (The interest in
Seller's Interest sold to Buyers hereunder shall hereinafter be
referred to as "Buyers' Interest.")
This sale is made and accepted for and in
consideration of the price and sum of Two Hundred Fifty Thousand
($250,000.00) Dollars, cash in hand paid proportionately by each
Seller in the amount set forth on Schedule C opposite the name of
each Buyer under the heading "Sale Price," the receipt and
adequacy of which is hereby acknowledged by Seller.
Section 2. Warranty. Except to the extent otherwise
set forth in Section 4 of this Assignment, Seller warrants
Buyers' Interest with full warranty of title, and Seller
represents that Buyers' Interest is free of all liens, pledges,
mortgages, security interests and other burdens.
Section 3. Further Assurances. Seller agrees to execute,
acknowledge where necessary, and deliver unto Buyers all such
other and additional instruments, notices, and other
documents and to do all such other and further acts and things
necessary to frilly grant, convey, and assign Buyers' Interest to
Buyers.
Section 4. Servicing Agreement. The collection and
servicing of the Promissory Notes are governed by the provisions
of that certain Loan Participation Agreement (the "Participation
Agreement") dated May 18, 1995 by and among the Succession of
Xxxxxx X. Xxxxxxxxx, Xxxxxxxx Xxxx Stream, Xxxxxx X. Stream III
and The Xxxx Xxxx Trust (the "Stream Group") and Seller. This
Assignment is xxxx subject to the Participation Agreement. Buyers
acknowledge that pursuant to the Participation Agreement the
Stream Group, as. owner of a 50% interest in and to the
Promissory Notes (the "Stream Interest'), is entitled to receive
all proceeds paid on the Promissory Notes until all principal and
interest to which the Stream Group is entitled for the Stream
Interest has been paid in full; and that Seller's Interest is
entitled to receive proceeds paid on the Promissory Notes only
after the Stream Group has received all principal and interest
attributable to the Stream Interest in the Promissory Notes.
Section 5. Governing Law. This Assignment is made
under and shall be construed in accordance with and governed by
the laws of the United States of America and the State of
Louisiana without giving any effect to principles of conflicts of
laws.
Section 6. Counterparts. This Assignment may be
executed in counterparts, all of which are identical, and all
such counterparts together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Assignment is executed
effective as of this 19th day of November, 1996.
XCL ACQUISITIONS, INC.
By:---------------------
Name:-------------------
Title:------------------
BUYERS:
OPPORTUNITY ASSOCIATES, L.P.
By:----------------------
Name:--------------------
Title:-------------------
KAYNE, XXXXXXXX NON-
TRADITIONAL INVESTMENTS, L.P.
By:----------------------
Name:--------------------
Title:-------------------
OFFENSE GROUP ASSOCIATES, L.P.
By:----------------------
Name:--------------------
Title:-------------------
ARBCO ASSOCIATES, L.P.
By:-----------------------
Name:---------------------
Title:--------------------
NOBEL INSURANCE COMPANY
By:----------------------
Name:--------------------
Title:-------------------
EVANSTON INSURANCE COMPANY
By:----------------------
Name:--------------------
Title:-------------------
TOPA INSURANCE COMPANY
By:----------------------
Name:--------------------
Title:-------------------
FOREMOST INSURANCE COMPANY
By:----------------------
Name:--------------------
Title:-------------------
