ASSIGNMENT AGREEMENT
Exhibit 2.2.1
Execution Copy
This ASSIGNMENT AGREEMENT (this “Agreement”), dated April 27, 2007, by and between
XxXxxxxx Development Corporation, a Delaware corporation (“Buyer”) and XxXxxxxx Appalachian
Oilfield Supply Company, a West Virginia corporation and an Affiliate of Buyer (“McApple”).
Each capitalized term which is used but not otherwise defined in this Agreement has the meaning
assigned to such term in the Purchase Agreement (as defined below).
WHEREAS, Buyer is a party to that certain Stock Purchase Agreement, dated as of April 5, 2007
(the “Purchase Agreement”), pursuant to which Buyer has agreed to purchase 83,185 shares of
common stock, par value $0.01 (the “Company Stock”) of Midway-Tristate Corporation, a New
York corporation (the “Company”), which represents the entire issued and outstanding
capital stock of the Company, on the terms and subject to the conditions described therein and in
reliance upon the representations and warranties of, and the covenants made therein by, the Company
and the holders of Capital Stock listed on Schedule 1 thereto, as amended (the
“Shareholders”);
WHEREAS, Section 10.4 of the Purchase Agreement provides that Buyer may, without prior written
consent of the Representative, (i) assign any or all of its rights thereunder to one or more of its
Affiliates, (ii) designate one or more of its Affiliates to perform its obligations thereunder and
(iii) assign its rights, but not its obligations, under the Purchase Agreement to any of its, or
any of its Affiliate’s, financing sources (in any or all of which cases described in subclauses
(i), (ii) or (iii), Buyer nonetheless shall remain responsible for the performance of all of its
obligations thereunder); and
WHEREAS, the Shareholders executed stock powers that state that they are transferring their
Outstanding Shares to Buyer, and execution and delivery of prior to Closing of stock powers stating
that the Shareholders are transferring their Outstanding Shares to McApple is not possible.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
in the Purchase Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Buyer and McApple agree as follows:
1. Assignment. In accordance with Section 10.4 of the Purchase Agreement, (i) Buyer
does hereby assign to McApple (A) all of Buyer’s rights under the Purchase Agreement and (B)
Buyer’s obligation to acquire from the Shareholders all of the Outstanding Shares in exchange for
payment of the Purchase Price pursuant to Article II of the Purchase Agreement, and (ii) McApple
does hereby (X) accept the assignment by Buyer of all of Buyer’s rights under the Purchase
Agreement and (Y) assume Buyer’s obligation to acquire from the Shareholders all of the Outstanding
Shares in exchange for payment of the Purchase Price pursuant to Article II of
the Purchase Agreement (it being understood that Buyer is not assigning to McApple any other
obligations under the Purchase Agreement and that Buyer nonetheless shall remain responsible for
the performance of all of its other obligations under the Purchase Agreement).
2. Nominee/Agent. McApple is hereby naming Buyer as its nominee and agent for the
sole purpose of receiving the Outstanding Shares from the Shareholders. Immediately after receipt
of the certificates evidencing the Outstanding Shares, Buyer will retransfer such shares to
McApple, as McApple’s nominee and agent. At all times from and after the Closing, McApple, and not
Buyer, will be the beneficial owner of the Outstanding Shares and Buyer will be acting solely in
its capacity as McApple’s nominee and agent. McApple may remove Buyer as its nominee and agent at
any time.
3. General. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the principles of conflicts of laws. This
Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
[
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
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XxXXXXXX APPALACHIAN OILFIELD SUPPLY COMPANY |
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| By: | /s/ XXXXX X. XXX III | |||
| Name: | Xxxxx X. Xxx III | |||
| Title: | Vice President | |||
| XxXXXXXX DEVELOPMENT CORPORATION |
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| By: | /s/ X.X. XXXXXXXXX | |||
| Name: | X.X. Xxxxxxxxx | |||
| Title: | Chief Financial Officer and Vice President | |||
| Acknowledged and Agreed as of April 27, 2007: MIDWAY-TRISTATE CORPORATION |
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| By: | /s/ XXXXXXX X. XXXXX | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | President | |||
| Acknowledged and Agreed as of April 27, 2007: REPRESENTATIVE: |
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| /s/ XXXX X. XXXXXX | ||||
| Xxxx X. Xxxxxx | ||||
