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EXHIBIT 10.38
ASSIGNMENT AND BILL OF SALE
THE STATE OF LOUISIANA
PARISH OF ORLEANS
This Assignment and Bill of Sale ("Assignment") is executed
and delivered by Hughes-Rawls, L.L.C., a Delaware limited liability company
("Assignor"), to Energy Partners, Ltd., a Delaware corporation ("Assignee").
Whereas, pursuant to the terms of the Farmout Agreement dated
as of August 15, 1998 (the "Farmout Agreement") among Assignor and Chevron
U.S.A. Inc., a Pennsylvania corporation, Assignor has the right to earn certain
interests as more fully set forth therein; and
Whereas, pursuant to the terms of the Exploration Agreement
and Agreement to Assign dated effective August 15, 1998 between Assignor and
Assignee (the "Exploration Agreement"), Assignor agreed to assign a 30%
undivided interest in the Farmout Agreement to Assignee; and
Now, therefore, Assignor, for valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, does by these presents
assign and transfer unto Assignee an undivided thirty percent (30%) interest
(the "30% Interest") in and to the Farmout Agreement.
TO HOLD such 30% Interest in the Farmout Agreement, together
with all rights, titles, interests, remedies, powers and privileges thereunto
appertaining unto Assignee and its successors, legal representatives and assigns
forever, subject to the terms and provisions of the Farmout Agreement. Assignor
(i) warrants that it is the valid holder of the Farmout Agreement and that the
30% Interest is free from all liens or encumbrances created by Assignor or
transfer restrictions that are unsatisfied, and (ii) hereby binds itself, its
successors, legal representatives and assigns, to defend such warranty unto
Assignee, its successors, legal representatives and assigns, against every
person whomsoever claiming or to claim the same or any part thereof, by, through
or under Assignor, but not otherwise.
This Assignment is made with full substitution and subrogation
of Assignee in and to all covenants and warranties by others heretofore given or
made in respect of the 30% Interest or any part thereof. This Assignment is
further subject to the terms of the Exploration Agreement.
This Assignment and Bill of Sale may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same Assignment and Bill of Sale.
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ASSIGNOR AND ASSIGNEE AGREE AND UNDERSTAND THAT, EXCEPT AS
SPECIFICALLY PROVIDED HEREIN, OR IN THE EXPLORATION AGREEMENT, THIS ASSIGNMENT
IS MADE WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (EVEN FOR THE RETURN
OF THE PURCHASE PRICE), INCLUDING ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR
FITNESS FOR A PARTICULAR PURPOSE, AND WITHOUT ANY WARRANTY AGAINST HIDDEN VICES
OR DEFECTS.
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment to be duly executed before the undersigned competent witnesses on
this, the 25th day of August, 1998 but effective August 15, 1998.
ASSIGNOR:
WITNESSES: HUGHES-RAWLS, L.L.C.
/s/ JAMES E. ORTH
------------------------
James E. Orth By: /s/ JAMES H. RAWLS
Name: (Please Print) --------------------------
Name: James H. Rawls
/s/ JOSEPH M. GIANOLA Title: President
------------------------
Joseph M. Gianola
Name: (Please Print) ASSIGNEE:
/s/ JAMES E. ORTH ENERGY PARTNERS, LTD
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James E. Orth
Name: (Please Print)
By: /s/ RICHARD A. BACHMANN
-----------------------
/s/ JOSEPH M. GIANOLA Name: Richard A. Bachmann
--------------------------- Title: President
Joseph M. Gianola
Name: (Please Print)
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STATE OF Louisiana )
)
PARISH OF Orleans )
On this 25th day of August, 1998, before me appeared James H.
Rawls, to me personally known, who, being by me duly sworn, did say that he is
the President of Hughes-Rawls, L.L.C., a Delaware limited liability company, and
that said instrument was signed on behalf of said company by authority of its
officers, and said appearer acknowledged that he executed the same as the free
act and deed of said company.
IN WITNESS WHEREOF, I have hereunto set my official hand and
seal on the date herein above written.
/s/ JEAN M. STALLARD
-----------------------------
Notary Public in and for
State of Louisiana
My commission expires at death.
STATE of Louisiana )
)
PARISH OF Orleans )
On this 25th day of August, 1998, before me appeared Richard
A. Bachmann, to me personally known, who, being by me duly sworn, did say that
he is the President of Energy Partners, Ltd., a Delaware corporation, and that
said instrument was signed on behalf of said corporation by authority of its
Board of Directors, and said appearer acknowledged that he executed the same as
the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my official hand and
seal on the date herein above written.
/s/ JEAN M. STALLARD
--------------------------
Notary Public in and for
State of Louisiana
My commission expires at death.
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