ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is entered
into this 24th day of April 2006 (the "Effective Date"), by and between AMERICAN
TECHNOLOGIES GROUP, INC. a Nevada corporation ("ATEG") and WHITCO POLES, INC. a
Texas corporation ("Whitco Poles").
WHEREAS, ATEG is authorized pursuant to an order issued in the U.S.
Bankruptcy Court for the Northern District of Texas to purchase certain assets
of Whitco Company, L.P., a Texas limited partnership (the "Sale Order") on the
terms and conditions of the asset purchase incorporated therein (the "Purchase
Agreement");
WHEREAS, ATEG desires to assign its rights under the Sale Order and
Purchase Agreement (collectively, the "Agreements") to Whitco Poles and Whitco
Poles desire to accept such assignment and assume the obligations of ATEG under
the Agreements as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, ATEG and the Whico Poles
hereby agree as follows:
1. The recitals set forth above are hereby incorporated herein as if an
integral part of this Assignment.
2. The ATEG hereby transfers, assigns and conveys to Whitco Poles, and
its successors and assigns, all of the ATEG's right, title and interest in, to
and under the Agreements and the Whitco Poles hereby accepts and assumes the
Agreements from and after the Effective Date.
3. Whitco Poles acknowledges receipt of the Agreements.
4. The parties shall take such other actions on and after the Effective
Date to further assure compliance with the terms and conditions of this
Assignment and the transactions contemplated therein and the assignment and
assumption of the Agreements hereunder.
5. No amendment or modification of the terms of this Assignment shall
be binding upon the parties hereto unless reduced to writing and signed by the
parties.
IN WITNESS WHEREOF, the parties have executed this Assignment, on the
day and year first above written.
AMERICAN TECHNOLOGIES GROUP, INC. WHITCO POLES, INC.
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Xxxxxxx X. Xxxxxxxxx, CEO Xxxxx Xxxxx, President
