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EXHIBIT 10.3
ASSIGNMENT AND ASSUMPTION OF
LEASE
STATE OF TEXAS )
) KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF GALVESTON )
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (Agreement) is executed by PMB
Engineering, Inc., as (Assignor) and Newpark Marine Fabricators, Inc., a Texas
corporation (Assignee), effective as of the 1st day of November, 1997.
W I T N E S S E T H :
WHEREAS, Assignor is the lessee under that certain Lease and
Development Agreement dated effective as of May 23, 1995 (Lease), between
Assignor and The Board of Trustees of the Galveston Wharves (Wharves), a
separate utility and agency of the City of Galveston, Texas (City) covering that
certain 110 acre, more or less, tract of land (including submerged lands)
located at the Port of Galveston on Pelican Island, and as shown on Exhibit A
attached hereto and made a part hereof, together with all improvements thereon
and appurtenances thereto (collectively, the Leased Premises);
WHEREAS, Assignor desires to assign and transfer all of its interests
under the Lease (including but not limited to the right to exercise any renewal
options and to modify or amend the Lease) to Assignee in accordance with the
provisions of Section 8.02 of the Lease;
WHEREAS, Assignor has terminated all subleases of any portion of the
Leased Premises, including but not limited to QCI Offshore, Inc.; and
WHEREAS, Assignor has requested that Wharves and City agree to this
Assignment to Assignee and they have agreed to recognize Assignee as the lessee
under the Lease (releasing Assignor of its obligation under the lease as set
forth in the Amended Lease) as evidenced by the joinder of Wharves and City to
this Assignment.
WHEREAS, Assignor has requested that Assignee agree to continue to
allow IMODCO, Inc. (IMODCO) to store an IMODCO buoy (Buoy) as more particularly
described in Exhibit B attached hereto, at its present location on the Leased
Premises; and
WHEREAS, Assignor has requested that Assignee purchase that certain
equipment located on the Leased Premises (Equipment), and the Equipment is more
particularly described in Exhibit C attached hereto.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, Assignor hereby transfers and assigns to Assignee all of
Assignor's interest in and to the Lease.
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Assignor represents and warrants to Assignee that as of the date
hereof, Assignor is not in default under the Lease; that Assignor has not
received any notice of default from Wharves; and that Assignor is the sole
entity occupying or having any right to occupy any portion of the Leased
Premises.
Assignee hereby assumes all obligations of Assignor under or incidental
to the Lease that are payable or performable, in whole or in part, from and
after the date hereof; save and except, Assignee shall not assume or be liable
for any environmental matters arising out of events occurring between December
19, 1994 to the effective date hereof which such matters remain the
responsibility of Assignor as more particularly addressed in the Amended Lease.
Assignee hereby agrees that IMODCO may, without charge, leave the Buoy
on the Leased Premises until May 23, 2000; provided, however, IMODCO shall be
responsible for all maintenance, insurance and removal costs associated with the
Buoy, as documented on Exhibit B and any and all damages or costs associated
with the removal of the Buoy on or before May 23, 2000.
Assignee hereby agrees to purchase the Equipment from Assignor upon the
terms set forth in Exhibit C, subject to inspection of such Equipment and
obtaining financing to purchase all or such acceptable portion of the Equipment.
The terms of this Agreement shall be binding on and inure to the
benefit of the respective parties thereto, and their respective successors and
assigns.
This Agreement may be executed in a number of counterparts, each of
which for all purposes shall be deemed an original and all of which, when taken
together, shall constitute but one and the same instrument.
EXECUTED as of the date of the acknowledgments to be effective as of
the day and year first above written; provided, that, (i) The Board of Trustees
of the Galveston Wharves shall have confirmed its approval of this Agreement and
shall also have agreed to and confirmed its approval the Amended Lease and (ii)
the City Council of the City of Galveston shall have confirmed their acceptance
of this Agreement and the Amended Lease prior to October 30, 1997. In the event
that the City Council of the City of Galveston shall not have confirmed their
acceptance of each such document prior to said date, this Agreement and the
Amended Lease shall be effective as among the parties, unless Assignee, before
November 1, 1997, elects in writing to reject this Assignment and the Amended
Lease.
Each party hereto is executing this Agreement on a separate signature
page.
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SIGNATURE PAGE
ASSIGNMENT AND ASSUMPTION OF LEASE
ASSIGNOR:
PMB ENGINEERING, INC., A CALIFORNIA
CORPORATION
BY: /S/ X. X. XXXXX , XX.
--------------------------
OCTOBER 30, 0000
XXXXX XX XXXXX )
)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on the 30th day of October,
1997, by X.X.Xxxxx, Xx., ______________ of PMB Engineering, Inc., a California
corporation, on behalf of said corporation.
/s/ Xxxxxxxxx X. Xxxxx
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NOTARY PUBLIC, STATE OF TEXAS
Commission Expires: 07/03/00
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SIGNATURE PAGE
ASSIGNMENT AND ASSUMPTION OF LEASE
ASSIGNEE:
NEWPARK MARINE FABRICATORS, INC., A TEXAS
CORPORATION
BY: /S/ XXXXXX X. XXXXX
-------------------------------
XXXXXX X. XXXXX
CHIEF EXECUTIVE OFFICER
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on the 15th day of October,
1997, by Xxxxxx X. Xxxxx, Chief Executive Officer of Newpark Marine Fabricators,
Inc., a Texas corporation, on behalf of said corporation.
/s/ Xxx Xxx May
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NOTARY PUBLIC, STATE OF TEXAS
Commission Expires: 05-21-2001
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ACCEPTANCE PAGE
ASSIGNMENT AND ASSUMPTION OF LEASE
ACCEPTED AND APPROVED
THIS 22ND DAY OF OCTOBER, 1997
THE BOARD OF TRUSTEES OF THE THE CITY OF GALVESTON, TEXAS
GALVESTON WHARVES
BY: /S/ XXX XXXXXXX BY: /S/ XXXXX XXXXXXX
----------------------------- ------------------------------
NAME: XXX XXXXXXX XXXXX XXXXXXX, CITY MANGER
TITLE: PORT DIRECTOR
BY: /S/ XXXXX XXXXXXXXXXX, III
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XXXXX XXXXXXXXXXX, III, MAYOR
STATE OF TEXAS )
COUNTY OF GALVESTON )
This instrument was acknowledged before me on the 22nd day of October,
1997, by Xxx Xxxxxxx, Port Director, of The Board of Trustees of the Galveston
Wharves, a separate utility and agency of the City of Galveston, on behalf of
said board.
/s/ Xxxxxxx Xxxxxx Xxxx
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NOTARY PUBLIC, XXXXX XX XXXXX
Xxxxxxxxxx Xxxxxxx: 0/00/00
XXXXX XX XXXXX )
COUNTY OF ___________ )
This instrument was acknowledged before me on the 24th day of October,
1997, by Xxxxx XxXxxxx, City Manager of the City of Galveston, on behalf of said
City.
/s/ X X Xxxxxxxx
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NOTARY PUBLIC, XXXXX XX XXXXX
Xxxxxxxxxx Xxxxxxx: 00/00/0000
XXXXX XX XXXXX )
COUNTY OF GALVESTON )
This instrument was acknowledged before me on the 24th day of October,
1997, by Xxxxx Xxxxxxxxxxx, Mayor of the City of Galveston, on behalf of said
City.
/s/ X X Xxxxxxxx
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NOTARY PUBLIC, STATE OF TEXAS
Commission Expires: 02/21/2001
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