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Exhibit 2.2
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 3, 1996,
between XXXXX USA, INC. ("Assignor"), a Delaware corporation, and Xxxxx
Refining & Marketing, Inc., a Delaware corporation, ("Assignee").
WHEREAS, the Assignor is a party to certain contracts set forth on
Annex A and it desires to assign to Assignee, and Assignee desires to assume
from Assignor, such contracts.
NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement the parties agree as follows:
1. Assignment and Assumption. (a) The Assignor does hereby
contribute, sell, assign and transfer to the Assignee, effective as of the
date hereof, all of the Assignor's right, title and interest in the agreements
listed on Annex A annexed hereto, together with all of the Assignor's right,
title and interest in and to any and all instruments amending, supplementing
or in any way affecting said agreements (hereinafter referred to,
individually and collectively, as the "Instruments").
(b) The Assignee does hereby, for the benefit of the Assignor and
the other parties to the Instruments, accept this Assignment and expressly
assume and agree to hereafter perform, observe and abide by all of the terms,
covenants, conditions and obligations under the Instruments on the part of the
Assignor to be kept, observed and performed thereunder, and the Assignee does
hereby agree to defend and indemnify the Assignor, and save the Assignor and
its successors harmless, of and from any and all demands, claims, actions or
causes of action, assessments, expenses, costs, damages, losses and
liabilities, including reasonable attorneys' fees and disbursements, that the
Assignor or the Assignor's successors may sustain or incur as a result of the
failure of the Assignee, or those claiming under or through the Assignee, from
and after the date hereof, to keep, observe and perform any of the terms,
covenants, conditions and obligations under the Instruments.
2. Expenses. All costs and expenses, including, without limitation,
fees and disbursements of counsel, financial advisors and accountants, incurred
in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such costs and expenses.
3. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the successors or assigns of Assignor or Assignee.
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4. Governing Law This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, applicable to
contracts executed in and to be performed entirely within that state.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized
XXXXX USA, INC.
By: /s/ X. X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
& Chief Financial Officer
XXXXX REFINING & MARKETING, INC.
By: /s/ X. X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
& Chief Financial Officer
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Annex A
1. Crude Oil Purchase Contract, dated as of December 1, 1995, between
Occidental C.O.B. Partners and Xxxxx U.S.A., Inc.
2. Crude Oil Marketing Contract, dated as of December 1, 1995, between
Xxxxx U.S.A., Inc. and Occidental Crude Sales, Inc. (International) ("OCS").
3. Guaranty, dated as of December 1, 1995, from Occidental Petroleum
Corporation in favor of Xxxxx U.S.A., Inc. of the obligations of OCP and OCS
under the Purchase Contract and the Marketing Contract, respectively.
4. Letter of Credit Agreement, dated as of December 1, 1995, between Xxxxx
U.S.A., Inc. and Occidental Petroleum Corporation.
5. Letter of Credit No. LASB-226690 dated November 28, 1995, as amended,
issued by the Bank of America in favor of Xxxxx USA, Inc.
6. Designation Agreement, dated as of December 1, 1995, between Xxxxx USA,
Inc. and Occidental C.O.B. Partners.
