================================================================================
ASSIGNMENT AND ASSUMPTION AGREEMENT
NAVIGATOR HOLDINGS PLC,
Assignor
and
NAVIGATOR GAS (IOM I-E) LIMITED,
Assignee
Dated as of July 31, 1997
================================================================================
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment"),
entered into as of the 31st day of July, 1997 by and between Navigator Holdings
PLC, a public limited company organized under the laws of the Isle of Man (the
"Assignor") and Navigator Gas (IOM I-E) Limited, a private limited company
organized under the laws of the Isle of Man (the "Assignee").
PRELIMINARY STATEMENT
The Assignor has entered into an Amended and Restated
Shipbuilding Contract (the "Agreement"), dated June 26, 1997, with China
Shipbuilding Trading Company, Limited and Jiangnan Shipyard (collectively, the
"Builder"). The Assignor desires to assign all of its right, title and interest
in, to and under the Agreement to the Assignee and the Assignee desires to
assume such Agreement.
NOW, THEREFORE, in consideration of these premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Assignor and the Assignee agree as follows:
SECTION 1. ASSIGNMENT. The Assignor hereby assigns and sets
over unto the Assignee all of its rights, title and interest in, under and to
the Agreement.
SECTION 2. OBLIGATIONS. (a) The Assignee hereby accepts such
assignment and further agrees that it shall be deemed a party to the Agreement
and shall be bound by all of the terms thereof, and further agrees to assume,
accept and undertake to discharge each and every one of the obligations of the
Assignor under the Agreement, all in accordance with the terms and conditions
thereof.
(b) The Assignee hereby acknowledges and agrees that the
Assignor is released and discharged from each and all of its obligation under
the Agreement effective as of the delivery of this Assignment.
SECTION 3. REPRESENTATIONS OF ASSIGNOR. The Assignor hereby
represents and warrants that:
(a) The Assignor is assigning all right, title and interest
in, under and to the Agreement to the Assignee, free and clear of any
and all liens, claims or encumbrances; and
(b) No person or entity has asserted, and does not now have,
any claim against the Assignor under the Agreement because of any
action or inaction on the part of the Assignor.
SECTION 4. FURTHER INSTRUMENTS. The parties hereto agree to
execute and deliver, or cause to be executed and delivered, such further
instruments or documents and take such other action as may be required
effectively to carry out the transactions contemplated herein.
-2-
SECTION 5. COUNTERPARTS. This Assignment may be executed in
one or more counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the same
agreement.
SECTION 6. AMENDMENT. This Assignment may be amended from time
to time by the Assignor and the Assignee by written agreement signed by the
Assignor and the Assignee.
SECTION 7. GOVERNING LAW. This Assignment shall be governed by
and construed in accordance with the laws of the State of New York except to the
extent preempted by Federal law.
SECTION 8. NOTICES. Any notices or other communications
permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given when delivered to (a) in the case of the
Assignor, at 00-00 Xxxxx Xxxxxx, Xxxxxxx, Xxxx xx Xxx, xx such other address as
may hereafter be furnished to the Assignee in writing by the Assignor and (b) in
the case of the Assignee at 00-00 Xxxxx Xxxxxx, Xxxxxxx, Xxxx xx Xxx, xx such
other address as may be furnished to the Assignor in writing by the Assignee.
SECTION 9. SEVERABILITY PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Assignment shall be for any
reason whatsoever held invalid, the invalidity of any such covenant, agreement,
provision or term of this Assignment shall in no way affect the validity or
enforceability of the other provisions of this Assignment, provided, however,
that if the invalidity of any covenant, agreement or provision shall deprive any
party of the economic benefit intended to be conferred by this Assignment, the
parties shall negotiate in good faith to develop a structure the economic effect
of which is as nearly as possible the same as the economic effect of this
Assignment.
SECTION 10. GENERAL INTERPRETIVE PRINCIPLES. For purposes of
this Assignment, except as otherwise expressly provided or unless the context
otherwise requires:
(a) the terms defined in this Assignment have the meanings
assigned to them in this Assignment and include the plural as well as
the singular, and the use of any gender herein shall be deemed to
include the other gender;
(b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles;
(c) references herein to "Articles", "Sections",
"Subsections", "Paragraphs", and other subdivisions without reference
to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Assignment;
(d) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same
Section in which the reference appears, and this rule shall also apply
to Paragraphs and other subdivisions;
-3-
(e) the words "herein", "hereof", "hereunder" and other words
of similar import refer to this Assignment as a whole and not to any
particular provision; and
(f) the term "include" or "including" shall mean without
limitation by reason of enumeration.
SECTION 11. SUCCESSORS AND ASSIGNS. This Assignment shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.
IN WITNESS WHEREFORE, this Assignment has been executed as of
the day and year first above written.
NAVIGATOR HOLDINGS PLC
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: Director
--------------------------------
NAVIGATOR GAS (IOM I-E) LIMITED
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: Director
--------------------------------
