EXHIBIT 99.2
Assignment and Assumption Agreement
Assignment and Assumption Agreement, dated as of December 6, 2004,
between Thornwood Associates L.P. (the "Seller") and AREP Oil & Gas LLC (the
"Purchaser"). Capitalized terms used herein shall have the meanings attributed
to them in the Purchase Agreement, dated as of even date herewith, between
Purchaser and Seller (the "Purchase Agreement").
In consideration of the purchase and sale of the Notes and Rights in
accordance with the Purchase Agreement, Purchaser and Seller agree as follows:
1. Seller hereby transfers and conveys all of its right, title and
interest in and to the Notes and Rights to Purchaser.
2. Purchaser hereby accepts all of Seller's right, title and interest in
and to the Notes and Rights.
3. As a result of the foregoing, Purchaser is the sole owner of the Notes
and Rights.
4. Seller hereby assigns to Purchaser all rights under all UCC filings,
mortgages and similar security or perfection documents relating to the Notes and
Rights and, following the date hereof and at the sole cost and expense of Seller
will, at the request of Purchaser, promptly file all assignments and other
documents so requested by Purchaser in respect of the foregoing.
IN WITNESS WHEREOF, the parties have executed this document on December 6,
2004.
THORNWOOD ASSOCIATES L.P.
By: Barberry Corp., its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
AREP OIL & GAS LLC
By: American Real Estate Holdings
Limited Partnership, its member
By: American Property Investors,
Inc., its general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer