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EXHIBIT 14
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), is
entered into on December 31, 1997 by and among GRAND GULF PRODUCTION, L.L.C., a
Texas limited liability company ("Grand Gulf"), SHERIDAN ENERGY, INC., a
Delaware corporation ("Sheridan"), and JOINT ENERGY DEVELOPMENT INVESTMENTS
LIMITED PARTNERSHIP, a Delaware limited partnership ("JEDI").
W I T N E S S E T H:
WHEREAS, Grand Gulf and JEDI have as of December 31, 1997 entered into
a Stock Transfer and Termination Agreement ("Stock Transfer") providing, among
other things, the assignment of certain capital stock and contract rights from
Grand Gulf to JEDI;
WHEREAS, pursuant to the Stock Transfer, Grand Gulf and JEDI are
required to execute and deliver this Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Conveyance and Assignment of Assets. Grand Gulf hereby
grants, conveys, assigns, transfers, bargains and delivers unto JEDI and its
successors and assigns, all its right, title and interest in and to (i) the
Purchase Agreement between Sheridan and Grand Gulf dated as of December 31,
1997 (the "Purchase Agreement"), (ii) Registration Rights Agreement among Grand
Gulf, JEDI Hydrocarbon Investments I Limited Partnership, a Delaware limited
partnership, Enron Capital & Trade Resources Corp., a Delaware corporation, and
Sheridan dated as of December 31, 1997 (the "Rights Agreement") and (iii)
Warrant Agreement between Grand Gulf and Sheridan dated as of December 31, 1997
(the "Warrant Agreement" and together with the Rights Agreement and the
Purchase Agreement, are collectively referred to herein as, the "Agreements").
2. Subsequent Actions. Grand Gulf hereby covenants to and with
JEDI, its successors and assigns, to execute and deliver to JEDI, its
successors and assigns, all such other and further instruments of conveyance,
assignment and transfer, and all such notices, releases and other documents,
that would more fully and specifically convey, assign, and transfer to and vest
in JEDI, its successors and assigns, the title of Grand Gulf in and to all and
singular the Agreements hereby conveyed, assigned, and transferred, or intended
to be conveyed, assigned or transferred.
3. Assumption. JEDI has and by these presents does hereby fully
assume from and after the date hereof all liabilities, duties, and obligations
of Grand Gulf under the Rights Agreement and the Warrant Agreement and agrees
to be bound by the terms, conditions and covenants thereunder. JEDI has and
does hereby fully assume from and after the date hereof all indemnity
obligations of Grand Gulf under the Purchase Agreement.
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4. Acknowledgments and Agreements. Sheridan hereby acknowledges
the assignment of the Purchase Agreement from Grand Gulf to JEDI. JEDI and
Sheridan agree that as between Sheridan and JEDI that JEDI shall be primarily
responsible for the Grand Gulf indemnity obligations under the Purchase
Agreement subject to the limitations applicable to such indemnity obligations
(including, without limitation, the aggregate liability under such indemnity
and the survival period of such indemnity) as set forth in the Purchase
Agreement. Notwithstanding the foregoing or the provisions of Section 3
hereof, Grand Gulf hereby acknowledges that the assumption by JEDI of its
indemnity obligations under the Purchase Agreement will in no way obviate,
diminish or reduce the indemnity obligations of Grand Gulf under the Stock
Transfer and such indemnity obligations under the Stock Transfer shall operate
as if Grand Gulf has retained all of its indemnity obligations under the
Purchase Agreement.
5. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED, PERFORMED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF LOUISIANA
WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW RULES OR STATUTES WHICH WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
6. Conflict and Inconsistency; No Merger. To the extent any
conflict or inconsistency exists between the provisions of this Assignment and
the Stock Transfer, the provisions of the Stock Transfer shall be controlling.
The terms and provisions of the Stock Transfer (including, without limitation,
the representations, warranties, covenants and indemnities therein) shall not
merge, be extinguished or otherwise affected by the delivery and execution of
this Assignment or any other document delivered pursuant to Paragraph 2 of this
Assignment.
7. Binding Effect. This Assignment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.
8. Counterparts. This Assignment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, Grand Gulf and JEDI have executed this Assignment
as of the day and year first above written.
JOINT ENERGY DEVELOPMENT INVESTMENTS
LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp.,
its general partner
By: /s/ XXXXX X. XxXXXXX
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Name: Xxxxx X. XxXxxxx
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Title: Agent and Attorney-in-Fact
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SHERIDAN ENERGY, INC.
By: /s/ X.X. XXXXXXXX
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Name: X.X. Xxxxxxxx
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Title: President and CEO
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GRAND GULF PRODUCTION, L.L.C.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: CEO
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