CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS
This CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this
"Consent") is made as of this ____ day of December, 1996, by and among Sanifill,
Inc., a Delaware corporation ("Sanifill"), and Xxxxxxxx Xxxxx, X.X., d/b/a
Xxxxxxxx Xxxxx Ltd., a Delaware limited partnership ("Xxxxxxxx" and, together
with Sanifill, the "Assignors"), US Liquids Inc., a Delaware corporation (the
"Assignee"), and Newpark Resources, Inc., a Delaware corporation (the
"Consenting Party");
RECITALS:
WHEREAS, the Consenting Party and the Assignors previously entered
into those certain contracts listed on Schedule I hereto (the "Contracts"); and
WHEREAS, the Assignors and the Assignee are parties to a certain Asset
Purchase Agreement dated as of December 2, 1996 (the "Asset Purchase Agreement")
pursuant to which the Assignors will convey to Assignee substantially all of the
assets of Xxxxxxxx and Xxxxxxxx Xxxxx XXXX, L.P., a Delaware limited partnership
and wholly owned subsidiary of Sanifill; and
WHEREAS, the Asset Purchase Agreement describes certain terms,
obligations, representations, warranties and rights of the parties with respect
to the Contracts and the other matters described therein; and
WHEREAS, pursuant to the Asset Purchase Agreement and the Assignment,
Xxxx of Sale and Assumption Agreement to be entered into in connection
therewith, the Assignors have agreed to assign the Contracts to the Assignee and
the Assignee has agreed to accept such assignment and assume all of the
obligations of the Assignors under the Contracts; and
WHEREAS, it is a condition precedent to the consummation of the
transactions contemplated by the Asset Purchase Agreement that the Consenting
Party consent to the assignment of the Contracts to and the assumption of the
Contracts by the Assignee;
NOW, THEREFORE, in consideration of the sum of TEN AND 00/100 DOLLARS
($10.00), the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. CONSENTING PARTY'S CONSENT. The Consenting Party hereby consents
to the assignment and the assumption by Assignee of all of the obligations of
the Xxxxxxxx under the Contracts accruing from and after the date hereof.
Nothing herein shall in any way relieve the Assignors, of any of them, of any of
their obligations under the Contracts, which shall survive as provided in such
Contracts.
2. SUCCESSORS AND ASSIGNS. This Consent shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives.
3. CHOICE OF LAW. This Consent shall be governed by and interpreted
in accordance with the laws of the State of Texas.
4. SEVERABILITY. If any term, provision, covenant or restriction
of this Consent is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Consent shall continue in full force and effect and shall
in no way be affected, impaired or invalidated unless such an interpretation
would materially alter the rights and privileges of any party hereto or
materially alter the terms of the transactions contemplated hereby.
5. NO THIRD PARTY BENEFICIARIES. This Consent shall not confer upon
any person not a party hereto (other than affiliates of the Consenting Party)
any rights or remedies hereunder.
6. HEADINGS. The section headings herein are for convenience only
and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Consent as
of the day and year first above written.
ASSIGNORS:
SANIFILL, INC.
By:
-----------------------------------------
Name:
Title:
XXXXXXXX XXXXX, X.X.
By: SANIFILL GP HOLDING CO., INC.,
its General Partner
By:
------------------------------------
Name:
Title:
ASSIGNEE:
US LIQUIDS INC.
By:
-----------------------------------------
Name:
Title:
CONSENTING PARTY:
NEWPARK RESOURCES, INC.
By:
-----------------------------------------
Name:
Title:
Schedule I
List of Contracts
1. NOW Disposal Agreement, by and among Sanifill, Inc., a Delaware
corporation, NOW Disposal Operating Co., a Delaware corporation and an
indirect wholly-owned subsidiary of Sanifill, and Xxxxxxxx Xxxxx, Ltd., a
Delaware limited partnership, dated as of June 4, 1996, as assumed by
Newpark Resources, Inc. by an Assumption and Guarantee Agreement dated
August 12, 1996.
2. Noncompetition Agreement by and between Sanifill, Inc., a Delaware
corporation, and Newpark Resources, Inc., a Delaware corporation, dated as
of August 12, 1996.
3. Joinder Agreement, dated as of August 12, 1996, by Xxxxxxxx Xxxxx, Ltd., a
Delaware limited partnership, for the benefit of Newpark Resources, Inc.
and its Affiliates.
4. Assumption and Guarantee Agreement by and among Newpark Resources, Inc., a
Delaware corporation, Sanifill, Inc., a Delaware corporation, and Xxxxxxxx
Xxxxx, Ltd., a Delaware limited partnership dated as of August 12, 1996.
5. Lease and Access Agreement by and between Xxxxxxxx Xxxxx, Ltd., a Delaware
limited partnership, and Newpark Resources, Inc. [no date]
6. Sublease and Access Agreement by and between Xxxxxxxx Xxxxx, Ltd., a
Delaware limited partnership, and Newpark Resources, Inc. [no date]
7. Sublease and Access Agreement by and between Xxxxxxxx Xxxxx, Ltd., a
Delaware limited partnership, and Newpark Resources, Inc. [no date]
