EXHIBIT 10.6(a)
ASSIGNMENT AND ASSUMPTION AGREEMENT
(WRM, WGM, WMT, & WPSS TO PRG)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") effective as of
March 3, 2003 (the "Effective Date") is entered into by and between XXXXXXXX
REFININING & MARKETING, L.L.C., XXXXXXXX GENERATING MEMPHIS, L.L.C., XXXXXXXX
MEMPHIS TERMINAL, INC, and XXXXXXXX PETROLEUM PIPELINE SYSTEMS, INC.
(collectively the "Assignors") and THE PREMCOR REFINING GROUP INC. (Assignee").
WITNESSETH:
WHEREAS, the parties have entered in to that certain Asset Purchase and
Sale Agreement dated as of November 25, 2002, as amended (the "Purchase
Agreement"), by and among Xxxxxxxx Refining & Marketing, L.L.C., Xxxxxxxx
Generating Memphis, L.L.C., Xxxxxxxx Memphis Terminal, Inc., Xxxxxxxx Petroleum
Pipeline Systems, Inc. and Xxxxxxxx Mid-South Pipelines, LLC as Sellers, and The
Xxxxxxxx Companies, Inc., as Sellers' Guarantor (collectively, the "Seller
Parties"), and Assignee as Purchaser and Premcor Inc., as Purchaser's Guarantor
(collectively, the "Purchaser Parties"); and
WHEREAS, Assignors, as of the Effective Date, are conveying to Assignee
and/ or its affiliate their interest in its refinery and terminal facilities in
Memphis, Tennessee, the terminal facility in West Memphis, Arkansas and the
products and crude oil pipelines that tie to the refinery and concurrently
therewith, Assignors are also conveying to Assignee the Contracts as defined in
the Purchase Agreement; and
WHEREAS, pursuant to Purchase Agreement, Assignor wishes to assign all of
its right, title and interest in the Contracts to Assignee, and Assignee wishes
to accept and assume the same on the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the premises and Ten Dollars
($10.00) in hand paid by each party to the other, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Assignors and Assignee hereby agree as follows:
1. Assignment. Assignors hereby sell and assign to Assignee all of
Assignors' right, title and interest in, to and under the Contracts, except
those Contracts assigned by Assignors to The Premcor Pipeline Co and/or Assignee
by separate conveyance as of the date hereof.
2. Assumption. Assignee hereby assumes the obligation of the Assignors
under the Contracts and agrees to faithfully perform all of the covenants,
stipulations and agreements contained therein from the date of this Assignment
and Assumption Agreement forward.
3. Assignors to Remain Liable. Notwithstanding the assignment by the
Assignors of the rights and obligations to Assignee as set forth herein,
Assignors shall remain responsible for the performance of any obligations under
the Contracts which have accrued through the date of this Assignment and
Assumption Agreement.
4. Warranties of Assignor. This Assignment and Assumption Agreement is made
subject to, and without modification or amendment of, the Purchase Agreement.
Such representations and warranties therein as are expressly applicable to the
matters assigned by this Assignment and Assumption Agreement shall apply with
respect thereto, in accordance with the terms of the Purchase Agreement.
5. No Modification. This Assignment and Assumption Agreement shall not be
modified, in any way whatsoever, other than in a writing signed by the parties
hereto.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Assignors and Assignee have each, individually or by
their respective authorized agent(s), executed this Assignment and Assumption
Agreement as of the date first above written.
ASSIGNORS
XXXXXXXX REFINING & MARKETING, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx, President
XXXXXXXX GENERATING MEMPHIS, L.C.C.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx, President
XXXXXXXX MEMPHIS TERMINAL, INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx, President
XXXXXXXX PETROLEUM PIPELINE SYSTEMS,
INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx, Vice-President
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ASSIGNEE:
THE PREMCOR REFINING GROUP INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Print Name: Xxxxxxx X. Xxxxx
Title: Sr. Vice President
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