EXHIBIT 99(C)(6)
ASSUMPTION AGREEMENT
McDermott Acquisition Company, Inc., a Panama corporation
("AcquisitionCo."), hereby expressly assumes, and agrees to perform and
discharge, all of the obligations and liabilities of the Merger Subsidiary (as
defined in the Merger Agreement referred to below) under the Agreement and Plan
of Merger (the "Merger Agreement") dated as of May 7, 1999 between J. Xxx
XxXxxxxxx, S.A., a Panama corporation (the "Company"), and XxXxxxxxx
International, Inc., a Panama corporation ("Parent"). All references in the
Merger Agreement to the "Merger Subsidiary" shall hereafter refer to
AcquisitionCo. and its successors.
Upon the terms and subject to the conditions set forth in the Merger
Agreement, at the Effective Time (as defined in the Merger Agreement),
AcquisitionCo. shall be merged with and into the Company in accordance with
Panama Law, whereupon the separate existence of AcquisitionCo. shall cease, and
the Company shall continue as the surviving corporation. Parent shall not be a
party to any merger pursuant to the Merger Agreement.
IN WITNESS WHEREOF, McDermott Acquisition Company, Inc. has caused its duly
authorized officer to execute and deliver this Assumption Agreement as of
May 28, 1999.
MCDERMOTT ACQUISITION
COMPANY, INC.
By: /s/ X.X. Xxxxxxx
--------------------------------
Name: X.X. Xxxxxxx
Title: Treasurer
Agreed and accepted:
J. XXX XXXXXXXXX, S.A.
By: /s/ X.X. Xxxxxx
--------------------------------
Name: X.X. Xxxxxx
Title: Senior Vice President
and General Council
and Corporate Secretary
XXXXXXXXX INTERNATIONAL, INC.
By: /s/ R.E. Xxxxxxxx
--------------------------------
Name: R.E. Xxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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