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Exhibit 10.7    
    


 
 

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. 








(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.



	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
	
 	

 




2







 
 

Consent    
    


        Reference is made to the Voting Agreement, dated as of April 6, 2004, by and among Kerr-McGee Corporation and EQT Investments, LLC
("EQTIL"). EQTIL has entered into an assignment and assumption agreement (a copy of which has been provided to the undersigned) pursuant to which EQTIL has agreed to assign to EQT
Holdings Company, LLC ("Holdings"), an indirect wholly-owned subsidiary of Equitable Resources, Inc., all of EQTIL's rights and obligations under the Voting Agreement. By
executing this Consent the undersigned hereby agrees to EQTIL's assignment to Holdings as described above. 


        Dated:
May 18, 2004 



	 	 	KERR-MCGEE CORPORATION
	

 	
 	

By:	
 	

/s/  GREGORY F. PILCHER      

	 	 	Name:	 	Gregory F. Pilcher

	 	 	Title:	 	Senior Vice President, General

Counsel & Secretary














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Exhibit 10.7


ASSIGNMENT AND ASSUMPTION AGREEMENT

Consent