EXHIBIT 99.4
Assignment and Assumption Agreement
Assignment and Assumption Agreement, dated as of December 6, 2004,
is made and entered into by and among Arnos Corp., a Nevada corporation
("Arnos"), High River Limited Partnership, a Delaware limited partnership ("High
River"), Hopper Investments, LLC, a Delaware limited liability company ("Hopper"
and together with Arnos and High River, each a "Seller" and collectively, the
"Sellers"), and AREP Oil & Gas LLC, a Delaware limited liability company
("Purchaser"). Capitalized terms used herein shall have the meanings attributed
to them in the Membership Interest Purchase Agreement, dated as of even date
herewith, between Purchaser and Sellers (the "Membership Interest Purchase
Agreement").
In consideration of the purchase and sale of the membership interests in
accordance with the Membership Purchase Agreement, Purchaser and Sellers agree
as follows:
1. Sellers hereby transfer and convey of all of their right, title and
interest in and to the Operating Agreement of Mid River LLC (the "LLC") to
Purchaser.
2 Purchaser hereby accepts all of Sellers' right, title and interest in
and to the LLC, and agrees to be bound by all the terms and provisions of the
Third Amended and Restated Operating Agreement of the LLC.
3. As a result of the foregoing, Purchaser is the sole owner and member of
the LLC.
4. The LLC hereby acknowledges the admission of Purchaser as a member of
the LLC.
IN WITNESS WHEREOF, the parties have executed this document on December 6,
2004.
SELLERS:
ARNOS CORP.
By: /s/ Edward E. Mattner
---------------------------------
Name: Edward E. Mattner
Title: Vice President
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general
partner
By: /s/ Edward E. Mattner
-----------------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: /s/ Edward E. Mattner
-----------------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
PURCHASER:
AREP OIL & GAS LLC
By: American Real Estate Holdings
Limited Partnership, its member
By: American Property Investors,
Inc., its general partner
By: /s/ John P. Saldarelli
------------------------------
Name: John P. Saldarelli
Title: Chief Financial Officer
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ACKNOWLEDGED AND AGREED TO (for purposes of Section 4):
Mid River LLC
By: /s/ Edward E. Mattner
-------------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
[signature page to Assignment with respect to Mid River sale to AREP Oil & Gas]
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