ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT ("Agreement") dated March 12, 2003 ("Effective
Date"), is made and entered into by and between Far Group, Inc. , a Washington
corporation (herein referred to as "Far Group"), and Black Warrior Gas, L.P. , a
Delaware Limited Partnership (hereinafter referred to as "Black Warrior"). Far
Group and Black Warrior are sometimes separately called a "party" and together
referred to herein as "parties."
WHEREAS, Far Group has acquired all of the right, title, and interest of
BWP Gas, L.L.C. in and to a certain Purchase And Sale Agreement dated 12, 2003
(hereinafter referred to as the "Purchase And Sale Agreement") providing for the
Far Group's acquisition of a certain portion of Continental Southern Resource,
Inc.'s limited partnership interest in and to the Knox Miss. Partners, L.P. a
Delaware Limited Partnership. All of the limited partnership interests to be
assigned, transferred and conveyed to Black Warrior, are more fully described in
the Purchase And Sale Agreement;
WHEREAS, Knox Miss. Partners, L.P. is participating in the exploration and
development of certain oil and gas interests located in various counties in the
State of Mississippi;
WHEREAS, Far Group desires to assign all of its rights in the Purchase And
Sale Agreement and Black Warrior desires to acquire such rights in the Purchase
And Sale Agreement from Far Group and to assume all obligations and duties
relating thereto, in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto, with the intent to be legally bound, in
return for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, including the mutual exchange of covenants and promises
herein contained, agree as follows:
1. Far Group does hereby grant, bargain, sell, transfer, assign and
convey to Black Warrior all of Far Group's right, title, and interest (of
whatever kind or character, whether legal or equitable, and whether vested or
contingent) currently owned, and to be earned, in and to the Purchase And Sale
Agreement.
2. Black Warrior does hereby assume all of the obligations, duties,
and/or liabilities under the terms of the Purchase And Sale Agreement and the
BWP Assignment Agreement(as hereinafter defined), and Oklahoma Hill does hereby
agree to indemnify, defend, save and hold harmless Far Group (and its respective
affiliates, officers, directors, employees, attorneys, contractors, and agents
of Far Group and such affiliates) from any and all claims, causes of action,
liabilities, damages of any nature and kind, losses, costs or expenses
(including, without limitation, court costs and attorneys fees), arising out of
or in any manner related to or connected with the Purchase And Sale Agreement
and the BWP Assignment Agreement after the Effective Date hereof.
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 1
3. A true and correct fully executed copy of the Purchase And Sale
Agreement is attached hereto as Exhibit "A" and incorporated herein for all
purposes. A true and correct copy of the Assignment Agreement by and between BWP
and Far Group (hereinafter referred to as the "BWP Assignment Agreement") is
attached hereto as Exhibit "B" and incorporated herein for all purposes. The
transaction contemplated herein is made expressly subject to the terms and
conditions set forth within the BWP Assignment Agreement and the Purchase And
Sale Agreement.
4. Simultaneous with the delivery of the executed conveyances of all of
Far Group's right, title and interest in and to the Purchase And Sale Agreement,
Black Warrior shall cause to be issued the "Percentage Interest" (as that term
is defined in the Limited Partnership Agreement of Black Warrior Gas, L.P.) in
and to Black Warrior as follows:
Partner Percentage Interest
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Far Group 98.0%
BWP
* At such time as Far Group has received the return of all capital invested
by Far Group in Black Warrior, the "Percentage Interest" of BWP shall be
increased to fifteen percent (15%) and the "Percentage Interest of the Far Group
will be decreased to eighty four percent (84%). The Limited Partnership
Agreement of Black Warrior shall give effect to the forgoing.
5. Representations and Warranties of Far Group. Far Group represents and
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warrants to Black Warrior as follows:
a. Organization. Far Group is a corporation duly organized, validly
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existing, and in good standing under the laws of the State of
Washington.
b. Authority and Conflicts. Far Group has full power and authority
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to carry on its business as presently conducted, to enter into
this Agreement, and to perform its obligations under this
Agreement. The execution and delivery of this Agreement by Far
Group does not, and the consummation of the transactions
contemplated by this Agreement shall not violate, conflict with,
or require the consent of any person or entity under any
provision of Far Groups bylaws or other governing documents, any
material agreements or contracts to which Far Group is a party,
or any material agreements or contracts concerning the Purchase
And Sale Agreement and/or the BWP Assignment Agreement. The
execution and delivery of this Agreement has been, and the
performance of this Agreement and the transactions contemplated
by this Agreement shall be at the time required to be performed,
duly and validly authorized by all requisite corporate action on
the part of Far Group.
c. Enforceability. This Agreement has been duly executed and
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delivered on behalf of Far Group and constitutes the legal and
binding obligation of Far Group enforceable in accordance with
its terms, except as enforceability may be limited by applicable
bankruptcy, reorganization, or moratorium statues, equitable
principles, or other similar laws affecting the rights of
creditors generally ("Equitable Limitations").
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 2
d. Litigation and Claims. There are no pending suits, actions, or
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other proceedings in which Far Group is a party (or, to Far
Group's knowledge, which have been threatened to be instituted
against Far Group) which affect Far Group's interest to be
transferred hereunder, in any material respect or effecting the
execution and delivery of this Agreement or the consummation of
the transaction contemplated herein.
e. Accuracy of Representations. To the best of Far Group's
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knowledge, no representation or warranty by Far Group in this
Agreement or any agreement or document delivered by Far Group
pursuant to this Agreement contains an untrue statement of a
material fact or omits to state a material fact necessary to make
the statements contained in any representation or warranty, in
light of the circumstances under which it was made, not
misleading
f. Encumbrances. Far Group shall also represent and warrant that
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there are no liens, encumbrances, reversions or reassignment
obligations caused by Far Group adverse to or affecting the
interest to be assigned hereunder, other than those identified in
the Purchase And Sale Agreement and the BWP Assignment Agreement.
6. Representations by Black Warrior. Black Warrior represents to Far
--------------------------------
Group that the following statements are true and correct:
a. Organization. Black Warrior is a limited partnership duly
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organized and legally existing under the laws of the State of
Delaware and has the power and authority to carry on its business
as presently conducted, to own and hold the Purchase And Sale
Agreement, and to perform all obligations required by this
Agreement, the BWP Assignment Agreement, and the Purchase And
Sale Agreement.
b. Authority. The execution and delivery of this Agreement has been
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authorized by all necessary action, partnership, corporate and
otherwise, on the part of Black Warrior. Execution and delivery
of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement will not, violate or
be in conflict with any agreement, instrument, judgment, order,
decree, law or regulation by which Black Warrior is bound.
c. Binding Agreement. Subject to laws and equitable principles
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affecting the rights of creditors, this Agreement is a binding
obligation of Black Warrior enforceable according to its terms.
There are neither bankruptcy nor reorganization proceedings
pending or, to Black Warrior' knowledge, threatened against Black
Warrior.
d. EXCEPT AS SET FORTH HEREIN, BLACK WARRIOR IS NOT RELYING ON ANY
STATEMENT OR ANY INFORMATION PROVIDED BY FAR GROUP OR BWP IN ITS
DECISION TO ACQUIRE THE RIGHTS TO THE PURCHASE AND SALE GREEMENT
AND ASSUME THE OBLIGATIONS AND DUTIES OF THE PURCHASE AND SALE
AGREEMENT. BLACK WARRIOR HEREBY WAIVES AND ACKNOWLEDGES THAT
NEITHER FAR GROUP NOR BWP HAS MADE ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AND
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 3
BLACK WARRIOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY
REPRESENTATION AND WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT OR
RELATING TO (1) TITLE TO THE LIMITED PARTNERSHIP INTEREST
IDENTIFIED IN THE PURCHASE AND SALE AGREEMENT, (2) THE CONTENTS,
CHARACTER, OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT
OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR
SEISMIC DATA OR INTERPRETATION RELATING TO THE PROPERTIES OWNED
BY KNOX MISS. PARTNERS, L.P., (3) THE ACCURACY, COMPLETENESS, OR
MATERIALITY OF ANY INFORMATION, DATA, OR OTHER MATERIALS (WHETHER
WRITTEN OR ORAL) NOW, HERETOFORE, OR HEREAFTER, FURNISHED TO
BLACK WARRIOR BY OR ON BEHALF OF FAR GROUP, (4) THE QUANTITY,
QUALITY, OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE
PROPERTIES OWNED BY KNOX MISS. PARTNERS, L.P., (5) ANY ESTIMATES
OF THE VALUE OF THE PROPERTIES OWNED BY KNOX MISS. PARTNERS, L.P.
OR FUTURE REVENUES TO BE GENERATED BY THE PROPERTIES OWNED BY
KNOX MISS. PARTNERS, L.P., INCLUDING, WITHOUT LIMITATION, PRICING
ASSUMPTIONS OR THE ABILITY TO SELL OR MARKET ANY PETROLEUM
SUBSTANCES AFTER CLOSING, (6) THE PRODUCTION OR RATES OF
PRODUCTION OF PETROLEUM SUBSTANCES FROM THE PROPERTIES OWNED BY
KNOX MISS. PARTNERS, L.P., OR WHETHER PRODUCTION HAS BEEN
CONTINUOUS, OR IN PAYING QUANTITIES THEREFROM, (7) THE
MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, OR
MARKETABILITY OF THE PROPERTIES IDENTIFIED OWNED BY KNOX MISS
PARTNERS, L.P., OR, (9) ANY OTHER MATERIALS OR INFORMATION THAT
MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED IN ANY MANNER
WHATSOEVER TO BLACK WARRIOR, OR ITS PARTNERS, AFFILIATES, OR ITS
OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS,
REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS ASSIGNMENT OR ANY DISCUSSION OR PRESENTATION
RELATING THERETO. BLACK WARRIOR FURTHER EXPRESSLY DISCLAIMS AND
NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
RELATING TO THE CONDITION OF ANY IMMOVABLE PROPERTY, MOVABLE
PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES, AND PERSONAL
PROPERTY CONSTITUTING PART OF THE PROPERTY INCLUDING, WITHOUT
LIMITATION, (a) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF
BLACK WARRIOR UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (e) ANY IMPLIED OR
EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK
INFRINGEMENT, (I) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 4
REHIBITORY VICES OR DEFECTS OR OTHER VICES OR DEFECTS, WHETHER
KNOWN OR UNKNOWN, (g) ANY AND ALL IMPLIED WARRANTIES EXISTING
UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, AND (h) ANY
IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE
RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE
ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF FAR
GROUP AND BLACK WARRIOR THAT THE IMMOVABLE PROPERTY, MOVABLE
PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES, AND PERSONAL
PROPERTY SHALL BE CONV EYED TO BLACK WARRIOR "AS IS, WHERE IS"
AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR, AND BLACK
WARRIOR REPRESENTS TO FAR GROUP THAT BLACK WARRIOR HAS MADE OR
CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE IMMOVABLE
PROPERTY, MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY,
FIXTURES, AND PERSONAL PROPERTY AS BLACK WARRIOR DEEMS
APPROPRIATE AND NECESSARY, AND BLACK WARRIOR ACCEPTS THE
IMMOVABLE PROPERTY, MOVABLE PROPERTY, EQUIPMENT, INVENTORY,
MACHINERY, FIXTURES, AND PERSONAL PROPERTY "AS IS, WHERE IS" IN
THEIR PRESENT CONDITION AND STATE OF REPAIR. THE PARTIES AGREE
THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.
e. Securities Laws. Black Warrior is acquiring the Purchase And Sale
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Agreement and the limited partnership interests identified
therein for its own account and not with the intent to make a
distribution in violation of the Securities Act of 1933, as
amended. Black Warrior acknowledges that it and its partners,
officers, and/or directors are experienced in investments with
limited liquidity through a variety of entities and vehicles
including but not limited to Limited Partnerships and private
placements and is a Accredited Investor as that term is defined
in the Securities Act of 1933, as amended. Black Warrior, at its
sole risk and expense, has had unrestricted access during normal
business hours to the Purchase And Sale Agreement, the Properties
owned by Knox Miss. Partners, L.P., the land files and
accounting, engineering, operational, geological and geophysical
data, less and except those deemed proprietary by Far Group.
Black Warrior has conducted its own independent evaluation of the
Purchase And Sale Agreement and the Properties owned by Knox
Miss. Partners, L.P.
7. Conditions Precedent to Closing.
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7.1. Conditions Precedent to Obligations of Black Warrior. The
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obligations of Black Warrior under this Agreement are expressly subject to
completion of each of the following conditions:
1. Each and every representation and warranty of Far Group made
to Black Warrior under this Agreement shall be true and
accurate in all material respects.
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 5
2. Far Group shall have performed and complied in all material
respects with ( or compliance therewith shall have been
waived by Black Warrior) each and every covenant and
agreement required by this Agreement to be performed, or
complied with by Far Group.
3. No suit, action, or other proceedings, shall be pending or
threatened before any court or government agency seeking to
restrain, prohibit, or obtain material damages or other
material relief in connection with the consummation of the
transaction contemplated by this Agreement.
7.2 Conditions Precedent to Obligations of Far Group. The obligations
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of Far Group under this Agreement are expressly subject to each of the following
conditions being met:
a. Each and every representation of Black Warrior under this
Agreement shall be true and accurate in all material
respects.
b. Black Warrior shall have performed and complied in all
material respects with (or compliance therewith shall have
been waived by Far Group) each and every covenant and
agreement required by this Agreement to be performed or
complied with by Black Warrior.
c. No suit, action, or other proceedings shall be pending or
threatened before any court or government agency seeking to
restrain, prohibit, or obtain material damages or other
material relief in connection with the consummation of the
transaction contemplated by this Agreement.
8. Closing.
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a. Actions at Closing. The Closing of the transaction
--------------------
contemplated hereby shall take place in the offices of BWP
Gas, L.L.C. located at 5858 Westheimer, Suite 708, Houston,
Texas 77057, on or before March 15, 2003, or at such other
date and time as Far Group and Black Warrior may mutually
agree, being herein called the "Closing Date". At the
Closing:
(i) Delivery of Conveyance. Far Group shall execute,
------------------------
acknowledge, and deliver to Black Warrior, in a
mutually acceptable form, an Assignment and Bill
of Sale ("Conveyance").
(ii) Issuance of Percentage Interest. Black Warrior, by
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and through its General Partner, shall issue the
to the Far Group and BWP the Percentage Interest
in Black Warrior Gas, L.P.
(iii) Execution and Delivery of Amended Limited
----------------------------------------------
Partnership Agreement. The Limited Partnership
----------------------
Agreement of Black Warrior Gas, L.P. shall be, to
the extent necessary, amended to reflect the
transaction contemplated hereby. The Amended
Limited Partnership Agreement shall be executed by
Far Group, BWP, the General Partner, and all other
parties thereto.
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 6
9. Notice. All notices required or permitted under this Agreement shall be
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effective upon receipt if personally delivered, if mailed by registered or
certified mail, postage prepaid, or if delivered by telegram, telecopy or
facsimile if directed to the parties as follows:
TO Far Group: TO Black Warrior:
C/O NANG, Inc.
9594 First Avenue N.E. Suite 675 210-5 80 Hornby Street
Seattle, Washington 98115 Vancouver, B.C. V6C 3B6
Facsimile: (604) 684-0342 Facsimile: (604) 687-3496
Any party may give written notice of a change in the address or individual to
whom delivery shall be made provided such notice is given at least ten (10)
business days prior to becoming effective.
10. Miscellaneous Matters.
----------------------
a. Choice of Law. TIME IS OF THE ESSENCE IN THIS AGREEMENT.
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This Agreement and all operations hereunder shall be subject
to all valid and applicable laws, orders, rules and
regulations of any governmental body having jurisdiction
over such operations. This Agreement and the legal relations
among the parties hereto shall be governed by and construed
in accordance with the substantive laws of the State of
Delaware. Far Group and Black Warrior agree that any dispute
that arises with respect to this agreement shall be
arbitrated by a panel of three (3) arbitrators in accordance
with the rules of the American Arbitration Association
("Rules"). The panel of arbitrators will consist of one (1)
arbitrator appointed by Black Warrior, one (1) arbitrator
appointed by Far Group, and one (1) arbitrator selected by
the two (2) appointed arbitrators. The decision of the
arbitration panel rendered pursuant to the Rules shall be
binding and non-appealable upon the parties and may be
enforced in any court of competent jurisdiction. Any
arbitration proceedings pursuant to this Agreement shall be
held in Houston, Harris County, Texas. The arbitrators shall
not award punitive, consequential, nor multiple damages in
settlement of any dispute.
b. Waiver. Any of the terms, provisions, covenants,
------
representations, warranties or conditions hereof may be
waived only by a written instrument executed by the party
waiving compliance. Except as otherwise expressly provided
in this Agreement, the failure of any party at any time or
times to require performance of any provision hereof shall
in no manner affect such party's right to enforce the same.
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 7
c. Unenforceability. The invalidity or unenforceability of any
----------------
particular provision of this Agreement shall not affect the
other provisions hereof, and this Agreement shall be
construed in all respects as if such invalid or
unenforceable provisions were omitted.
d. Legal Review. The parties acknowledge that they have had an
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adequate opportunity to review each and every provision
contained in this Agreement, including the opportunity to
submit the same to legal counsel for review and comment.
Based on said review and consultation, the parties agree
with each and every term contained in the Agreement. Based
on the foregoing, the parties agree that the rule of
construction that a contract be construed against the
drafter, if any, shall not be applied in the interpretation
and construction of this Agreement.
e. Continuing Obligations. All representations and warranties
-----------------------
made herein by Far Group and Black Warrior shall be
continuing and shall be true and correction as of the date
hereof (and shall inure to the benefit of the respective
successors and assigns of Far Group and Black Warrior), and
all such representations and warranties shall survive this
Agreement.
f. Entirety. This Agreement, together with the Assignments to
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be made, embodies the entire agreement between the parties,
superseding all prior agreements, negotiations, letters of
intent, arrangements and understandings related to the
subject matter hereof either written or oral, and may only
be supplemented, altered, amended, modified, or revoked by a
writing signed by duly authorized representatives of all the
parties hereto. Notwithstanding the provisions of this
paragraph, no party shall be bound by, subject to, or
deemed a party to, any agreement between the parties which
have not been duly executed by, or on behalf of, such party.
g. No Partnership. The parties hereto expressly do not intend
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to create, and no provision hereof shall be construed as
creating a partnership, joint venture, mining partnership,
corporation, association or other relationship whereby any
party hereto shall ever be held liable for the acts either
by omission or commission, of the other, the liability of
all the respective parties hereto being several and not
joint or collective.
h. Further Assurances. THE PARTIES AGREE TO EXECUTE AND
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DELIVER, AFTER THE CLOSING, ANY AND ALL OTHER MUTUALLY
ACCEPTABLE INSTRUMENTS AND AGREEMENTS REASONABLY NECESSARY
TO ACCOMPLISH THE TRANSACTION CONTEMPLATED HEREBY. Each
Party hereto shall from time to time do and perform such
further acts and execute and deliver such further
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 8
instruments, assignments and documents as may be required or
reasonably requested by the parties hereto to carry out and
effect the intentions and purposes of this Agreement.
Successors and Assigns. All the terms, provisions,
------------------------
covenants, obligations, indemnities, representations,
warranties and conditions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns.
Any assignment of the parties' rights hereunder to any third
party shall be made expressly subject to all of the terms,
provisions, covenants, obligations, indemnities,
representations, warranties and conditions of this Agreement
and the Purchase And Sale Agreement.
j. No Commissions. Each party hereto agrees to defend,
---------------
indemnify, save, and hold harmless the other party from and
against any and all claims, demands, causes of action, and
damages to third parties claiming under a party hereto for
brokerage, commission, finders, or other fees relative to
this agreement, or the transactions contemplated hereby,
together with any court costs, attorneys' fees or other
costs or expenses arising therefrom.
k. Headings. The subject headings of the articles, sections and
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subsections of this Agreement are included solely for
purposes of convenience and reference only, and shall not be
deemed to explain, modify, limit, amplify or aid in the
meaning, construction or interpretation of any of the
provisions of this Agreement.
1. Counterparts. This Agreement may be executed in any number
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of counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same
Agreement. It shall not be necessary that the Parties hereto
execute an single counterpart hereof, and this Agreement
shall be effective when each party hereto has executed a
counterpart hereof (whether or not any other party has
executed the same counterpart).
EXECUTED on the date first written above and shall be effective as of the
Effective Date.
FAR GROUP, INC. BLACK WARRIOR GAS, L.P.
"Far Group" "Black Warrior"
By: "Harry J. Briscoe" By: "Harry J. Briscoe"
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Harry Briscoe, President of NANG,
Inc., General Partner of Black Warrior
Gas, L.P.
Title: President & CEO
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 9
NANG, INC. **
BY: "Harry J. Briscoe"
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TITLE: President
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**NANG, Inc. joins in the execution of this Agreement solely for the
purpose of acknowledging its obligation as the General Partner of Black Warrior
Gas, L.P. to effectuate the assignment and transfer of the limited partnership
interests identified in Paragraph 4 hereinabove and to consent to the assignment
of the limited partnership interests as set forth therein.
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ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 10