EXHIBIT 10.9


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This Assignment and Assumption Agreement (this “Assignment”), dated as
of May 18, 2004, is made by and between EQT Investments, LLC, a Delaware
limited liability company (“Assignor”), and EQT Holdings Company, LLC, a
Delaware limited liability company and the wholly-owned subsidiary of Assignor
(“Assignee”).


 


WITNESSETH:


 


WHEREAS, Assignor is making a capital contribution to Assignee
consisting of, among other things, the 11,527,971 shares of common stock of
Westport Resources Corporation (the “WRC Shares”) held beneficially and of
record by Assignor;


 


WHEREAS, in connection with such capital contribution Assignor desires
to assign to Assignee, and Assignee desires to assume from Assignor, all of
Assignor’s rights and obligations under certain agreements relating to the WRC
Shares.


 


NOW, THEREFORE, in consideration of the premises the parties hereto do
hereby agree as follows:


 


1.               Assignment of WRC Shares.  Assignor hereby irrevocably assigns,
transfers and conveys to Assignee as a capital contribution all its right,
title and interest in and to the WRC Shares.


 


2.               Assignment of Related Rights and Obligations.  Assignor hereby irrevocably assigns,
transfers and conveys to Assignee, and Assignee herby assumes from Assignor,
all of Assignor’s rights and obligations under and in connection with the
following:


 


a)              Registration Rights Agreement, dated as
of October 1, 2003, by and among Westport Resources Corporation, Westport
Energy LLC, Assignor, Medicor Foundation and the persons and entities named on
Exhibit A thereto;


 


b)             Voting Agreement, dated as of
April 6, 2004, among Kerr-McGee Corporation and Assignor;


 


c)              Termination Agreement, dated as of
April 6, 2004, by and among Westport Resources Corporation, Westport
Energy LLC, Assignor, Medicor Foundation, and certain persons named on Exhibit
A thereto; and


 


d)             Registration Rights Agreement, dated as of
April 6, 2004, by and among Kerr-McGee Corporation, Westport Energy LLC,
Medicor Foundation and Assignor.


 


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(collectively, the “Assumed Contracts”).  Assignee hereby assumes and agrees to timely pay, perform,
satisfy, and discharge all of Assignor’s obligations under the Assumed
Contracts if, as and when due in accordance with the terms thereof.


 


3.               With respect to the Termination and
Voting Agreement (the “Termination and Voting Agreement” and, together with the
Assumed Contracts, the “Subject Contracts”), dated as of October 1, 2003,
by and among Westport Resources Corporation, Westport Energy LLC, Assignor,
Medicor Foundation and the persons and entities named on Exhibit
A thereto, (a) Assignor agrees to promptly seek the consents required
pursuant to Section 4.7 of the Termination and Voting Agreement in order to
duly assign, transfer and convey to Assignee all of Assignor’s rights and
obligations under the Termination and Voting Agreement (the “Required
Consents”), (b) upon receipt of the Required Consents and without further
action by either party hereto, all of Assignor’s rights and obligations under
the Termination and Voting Agreement shall be assigned, transferred and
conveyed to and assumed by Assignee, and (c) during the period between the date
hereof and the date of receipt of the Required Consents, Assignor agrees to
consult with, and duly consider the interests of, the Assignee, prior to
exercising any right or performing any duty under the Termination and Voting
Agreement.


 


4.               Representations and Warranties of Assignor.  Assignor hereby represents and warrants, as
of the date hereof that:


 


a)              It owns its right, title and interest in
and to the WRC Shares and the Subject Contracts free and clear from any lien or
adverse claim;


 


b)             A true and correct copy of each Subject
Contract has been provided to Assignee; and


 


c)              No default on the part of Assignor has
occurred in connection with any Subject Contracts.


 


5.               Miscellaneous.


 


a)              This Assignment supersedes any prior
understandings or oral agreements among the parties respecting the subject
matter hereof and constitutes the entire understanding and agreement among the
parties with respect to the subject matter of this Agreement.


 


b)             This Assignment shall be governed by and
construed in accordance with laws of the State of Nevada.


 


c)              The parties hereto covenant and agree
that they will execute such further instruments and documents as are or may be
necessary or convenient to effectuate and carry out the transaction
contemplated by this Assignment.


 


d)             This Assignment shall be binding upon and
insure to the benefit of the parties hereto and their respective successor, and
assigns.


 


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e)              This Assignment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one document.


 


IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Assumption Agreement as of the date first written above.


 


	
  EQT INVESTMENTS, LLC

  
	
   

  	
   

  
	
  By:

  	
  /S/ KENNETH J. KUBACKI

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  EQT HOLDINGS COMPANY, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ MONTE L. MILLER

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Treasurer

  	
   

  
				



 


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