EXHIBIT 2(b)
PARTIAL ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
AND CONSENT TO PARTIAL ASSIGNMENT OF
PURCHASE AND SALE AGREEMENT
This Partial Assignment of Purchase and Sale Agreement and Consent to
Partial Assignment of Purchase and Sale Agreement (this "Assignment") is made
and entered into this 8th day of May, 1996, by and among XXXXXXX OIL COMPANY, a
Delaware corporation ("Xxxxxxx"), ROC ENERGY, INC., a Texas corporation ("ROC")
and XXXX OPERATING COMPANY, a Texas corporation ("Xxxx").
WHEREAS, Xxxxxxx, as Seller, and ROC, as Buyer, have entered into a
Purchase and Sale Agreement dated March 6, 1996, pursuant to which ROC has the
right to purchase from Xxxxxxx certain oil and gas properties located in
Xxxxxxxx County, Texas (the "Property"), on the terms and conditions contained
in said Agreement;
WHEREAS, ROC desires to assign to Xxxx all of ROC's rights and obligations
in and under the Xxxxxxx Agreement, INSOFAR AND ONLY INSOFAR as the Xxxxxxx
Agreement covers or relates to the properties described on Exhibit "A" attached
hereto, and all associated personal property, equipment, permits, licenses,
easements, surface leases, contracts, agreements and xxxxx (the "Subject
Property"), and Xxxx desires to acquire ROC's rights and obligations under the
Xxxxxxx Agreement, INSOFAR AND ONLY INSOFAR as the Xxxxxxx Agreement covers or
relates to the Subject Property; and
WHEREAS, Xxxxxxx desires to consent to such partial assignment and
assumption pursuant hereto.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Xxxxxxx, ROC and Xxxx agree as follows:
1. ROC hereby assigns and conveys to Xxxx all of its rights and
obligations under the Xxxxxxx Agreement, INSOFAR AND ONLY INSOFAR as
said Agreement covers or relates to the Subject Property.
2. Xxxx hereby assumes and agrees to perform all the duties and
obligations of ROC pursuant to the terms of the Xxxxxxx Agreement,
INSOFAR AND ONLY INSOFAR as such duties and obligations relate to the
Subject Property.
3. ROC hereby agrees to perform all the duties and obligations of ROC
pursuant to the Xxxxxxx Agreement, INSOFAR AND ONLY INSOFAR as such
duties and obligations relate to the Property, save and except the
Subject Property.
4. Xxxxxxx hereby consents to the foregoing partial assignment of the
Xxxxxxx Agreement from ROC to Xxxx.
EXECUTED as of the date first above written
XXXXXXX OIL COMPANY ROC ENERGY, INC.
By: /s/ X. X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
X. X. Xxxxxxx Xxxxxxx X. Xxxx
Vice President President
XXXX OPERATING COMPANY
By: /s/ Xxxx X. Xxxx
-----------------------------
Xxxx X. Xxxx, President
THE STATE OF_____________________
COUNTY OF________________________
This instrument was acknowledged before me on the 13th day of May, 1996, by
X. X. Xxxxxxx, Vice President of XXXXXXX OIL COMPANY, a Delaware corporation, on
behalf of said corporation.
______________________________
NOTARY PUBLIC - State of Texas
Print Name:___________________
My Commission Expires:
THE STATE OF_____________________
COUNTY OF________________________
This instrument was acknowledged before me on the 8th day of May, 1996, by
Xxxxxxx X. Xxxx, President of ROC ENERGY, INC., a Texas corporation, on behalf
of said corporation.
______________________________
NOTARY PUBLIC - State of Texas
Print Name:___________________
My Commission Expires:
THE STATE OF_____________________
COUNTY OF________________________
This instrument was acknowledged before me on the 8th day of May, 1996, by
Xxxx X. Xxxx, President of XXXX OPERATING COMPANY, a Texas corporation, on
behalf of said corporation.
______________________________
NOTARY PUBLIC - State of Texas
Print Name:___________________
My Commission Expires:
