ASSIGNMENT, ASSUMPTION, AND
NOVATION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION, AND NOVATION
AGREEMENT (this “ 360 Investments Subsequent
Assignment Agreement ”), dated this __ day of March,
2006 (the “ Effective Date ”), is made
by and among 360 GLOBAL WINE COMPANY, a Nevada corporation (“
360 Global ”), 360 INVESTMENTS LLC, a
Delaware limited liability company (“ 360
Investments ”), and GENERAL ELECTRIC COMPANY, a New
York corporation (“ GE ”).
WHEREAS, Samson Investment Company, a Nevada
corporation (“ Samson ”) and GE are
parties to that certain Stock Purchase Agreement of even date
herewith (the “ Springer Agreement ”),
pursuant to which Samson is to acquire all of the issued and
outstanding capital stock of Springer Mining Company, a Nevada
corporation (the “ Mining Company ”)
from GE, a copy of which agreement is attached hereto as Exhibit
A;
WHEREAS, Samson, 360 Investments, and GE are
parties to that certain Assignment, Assumption, and Novation
Agreement (the “ Samson / 360 Investments Assignment
Agreement ”) of even date
herewith, pursuant to which Samson is to assign all of its right,
title, and interest in and to the Springer Agreement to 360
Investments (subject to 360 Investments undertaking all of
Samson’s obligations thereunder), 360 Investments is to
accept such assignment of rights and to undertake to fulfill all of
such obligations, and GE is to consent thereto, which consent will
act as a conditional novation in favor of Samson of all of its
obligations under the Springer Agreement;
WHEREAS, 360 Investments desires to assign all
of its right, title, and interest in and to the Springer Agreement
to 360 Global (subject to 360 Global undertaking all of 360
Investment’s obligations under the Springer Agreement) and
360 Global is willing to accept such assignment of rights and to
undertake to fulfill all of such obligations;
WHEREAS, the parties hereto understand that this
360 Investments Subsequent Assignment Agreement is one of a series
of assignments of, and transactions involving, the Springer
Agreement (of which the “ Samson / 360 Investments
Assignment Agreement ” is a component and a copy of
which agreement is attached hereto as Exhibit B);
WHEREAS, GE has agreed to consent to the terms
and conditions set forth in this 360 Investments Subsequent
Assignment Agreement in the context of the Samson / 360 Investments
Assignment Agreement, subject to the terms and conditions hereof
and thereof;
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1. Pursuant to the
Assignment, Assumption and Novation (the “ Samson
Assignment ”) by and among 360 Investments, GE, and
Samson Investment Company, a Nevada corporation (“
Samson ”), a copy of which is attached hereto
as Exhibit B, Samson assigned all of its right, title and interest
in and to the rights granted under the Springer Agreement to 360
Investments, and 360 Investments accepted all such right, title and
interest and assumed all of Samson’s duties, obligations, and
liabilities under the Springer Agreement.
2. Subject to the terms
and conditions of this Agreement, 360 Investments hereby
irrevocably sells, conveys, assigns, grants, transfers, and
delivers to 360 Global and its successors and permitted assignees,
to its own use and benefit forever, all of 360 Investments’
right, title and interest in and to the rights granted under the
Springer Agreement as assigned to 360 Investments by the Samson
Assignment.
3. Subject to the terms
and conditions of this Agreement, 360 Global hereby irrevocably
accepts such right, title, and interest in assigned in Section 3
above and assumes all of 360 Investments’ duties,
obligations, and liabilities under the Springer Agreement as
assigned to 360 Investments by the Samson Assignment.
4. 360 Investments, for
itself and its successors, but not for 360 Global, as its permitted
assignee, and not for any of 360 Global’s successors or
permitted assignees, hereby releases GE from all of GE’s
duties, obligations, and liabilities in favor of 360 Investments
that may arise under the Springer Agreement as a result of the
Samson / 360 Investments Assignment Agreement.
5. 360 Investments (after
due inquiry) represents and warrants to 360 Global that:
|
a.
|
Except as set
forth on Schedule 5a, all assets and property currently or
previously owned, leased, operated, or used by in connection with
the Mining Company (the “ Property ”),
all current and previous conditions on and uses of the Property,
and all current and previous ownership and operations of the
Property and the Mining Company (including without limitation
transportation and disposal of Hazardous Materials by or for the
Mining Company) comply, have at all times complied, and will comply
with, and do not cause, have not caused, and will not cause
liability to be incurred by the Mining Company or 360 Investments
under any current, past, or future law relating to the protection
of health or the environment, including without limitation the
Clean Air Act, the Federal Water Pollution Control Act, the
Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act, the Toxic
Substance Control Act, and the Occupational Safety and Health Act,
as all may be amended from time to time, any comparable state or
foreign law, and the common law, including the law of nuisance and
strict liability (collectively, the “ Environmental
Laws ”). Except as set forth on Schedule 5a attached
hereto, the Mining Company is not in violation of and has not
violated any Environmental Law.
|
|
b.
|
Except as set
forth on Schedule 5b, the Mining Company has properly obtained and
is in compliance with all necessary permits, registrations,
approvals, and licenses (the “ Environmental
Permits ”) and has properly made all filings with
and submissions to any government or other authority required by
any Environmental Law. No deficiencies have been asserted by any
such government or authority with respect to such items.
|
|
c.
|
Except as set
forth on Schedule 5c, the consummation of the transactions
referenced in the Springer Agreement, the Samson / 360 Investments
Assignment Agreement, and this 360 Investments Subsequent
Assignment Agreement and as contemplated thereby and hereby will
not (i) require the Mining Company, GE, Samson, 360 Investments, or
360 Global to provide notices, obtain governmental approval, or
take any actions, including, but not limited to, any repairs,
construction, or capital expenditures, in order for either or both
of the Mining Company or 360 Global to hold or to continue to hold
all Environmental Permits and
|
|
