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10(a)(iv)(11)
ASSIGNMENT AND ASSUMPTION OF CONTRACT
This Assignment and Assumption of Contract is entered into as of the
25th day of September, 2000, by and between DELTA QUEEN COASTAL VOYAGES, L.L.C.
(f/k/a Coastal Queen Holdings, L.L.C.), a Delaware limited liability company,
("Assignor") and CAPE MAY LIGHT, L.L.C. and CAPE COD LIGHT, L.L.C., Delaware
limited liability companies (individually, "Assignee" and collectively,
"Assignees").
WITNESSETH:
WHEREAS, Assignor is the Owner under that certain Construction Contract
for Coastal Queen Class Vessel ("Contract") dated as of May 1, 1999, as amended,
by and between Assignor and Atlantic Marine, Inc., a Florida corporation, as
Shipyard, for the construction of two Coastal Queen Class vessels.
WHEREAS, Assignor desires to assign all of its right, title and
interest in, to and under the Contract to: (i) Cape May Light, L.L.C., as
Assignee, as to Hull No. 4242, known as cv Cape May Light; and (ii) Cape Cod
Light, L.L.C., as Assignee, as to Hull No. 4243, known as cv Cape Cod Light; and
Assignees desire to accept such assignment.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and adequate consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignees agree as
follows:
1. Transfer of Interest. Assignor hereby sells, transfers, sets over
and assigns to Cape May Light, L.L.C., as to Hull No. 4242, and to Cape Cod
Light, L.L.C., as to Hull No. 4243, all of its right, title and interest in, to
and under the Contract.
2. Acceptance. Assignees hereby accept said assignment, assume and
agree to perform all of the undertakings, covenants and conditions of the
Contract to be performed by Assignor thereunder and assume all of Assignor's
obligations thereunder; provided, however that Assignor shall remain liable
under the Contract.
3. Successors and Assigns. This instrument shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
personal representatives, successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
instrument on the date and year first above written.
ASSIGNOR ASSIGNEES:
DELTA QUEEN COASTAL VOYAGES, CAPE MAY LIGHT, L.L.C., a Delaware
L.L.C., a Delaware limited limited liability company
liability company
By: The Delta Queen Steamboat By: Delta Queen Coastal Voyages,
Co., a Delaware corporation L.L.C., a Delaware limited
and its Managing Member liability company and its
Managing Member
By: The Delta Queen Steamboat
Co., a Delaware corporation
By: /s/ Jordan X. Xxxxx and its Managing Member
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Name: Jordan X. Xxxxx
Title: Executive Vice
President
By: /s/ Jordan X. Xxxxx
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Name: Jordan X. Xxxxx
Title: Executive Vice
President
CAPE COD LIGHT, L.L.C., a Delaware
limited liability company
By: Delta Queen Coastal Voyages, a
Delaware limited liability company
and its Managing Member
By: The Delta Queen Steamboat
Co., a Delaware corporation
and its Managing Member
By: /s/ Jordan X. Xxxxx
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Name: Jordan X. Xxxxx
Title: Executive Vice
President
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