Exhibit 2.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
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entered into this 13th day of November, 2000, by and between Shell Epoxy Resins
Inc. (the "Assignor") and Shell Epoxy Resins LLC (the "Assignee").
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WHEREAS, the parties hereto deem it desirable and in their respective
best interests to enter into this Agreement and for the Assignor to assign,
transfer and convey all of its rights and obligations under the "Executed
Documents" to the Assignee. As used herein, "Executed Documents" means the Sale
Agreement (the "Sale Agreement"), dated September 11, 2000, between Shell
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Petroleum N.V. ("SPNV") and the Assignor, the Seller Disclosure Letter, dated
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September 11, 2000, between SPNV and the Assignor, the Investigations Agreement,
dated September 11, 2000, between the Assignor and SPNV and the Human Resources
Agreement, dated September 11, 2000, among the Assignor, SPNV and Resin
Acquisition, LLC ("Resin"), in each case as may be amended or supplemented from
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time to time; and
WHEREAS, the Assignee is a wholly owned subsidiary of the Assignor.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Assignment and Assumption of Assignor's Interest.
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The Assignor hereby assigns, transfers and conveys to the Assignee
without recourse and without representation or warranty, and the Assignee hereby
receives and accepts from the Assignor, all of the Assignor's rights and
obligations relating to or under the Executed Documents, and in consideration
thereof, the Assignee hereby agrees to assume all of the Assignor's liabilities
under the Executed Documents and to be bound by all the terms of the Executed
Documents; provided that, the Assignor's assignment of its rights under the
Executed Documents shall not release the Assignor from any obligation under any
such agreement.
2. Miscellaneous.
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(a) The Assignee agrees to be bound by all of the provisions of
the Executed Documents.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to any
choice or conflict of law provision or rule (whether in the State of New York or
any other jurisdiction) that would cause the application of the law of any
jurisdiction other than the State of New York.
(c) This Agreement may be executed in two or more counterparts,
any one of which need not contain the signatures of more than one party, but all
such counterparts taken together when delivered shall constitute one and the
same agreement.
(d) This Agreement and the instruments or agreements referred to
herein contain the complete agreement among the parties and supersedes any prior
understandings, agreements or representations by or between the parties, written
or oral which may have related to the subject matter hereof in any way.
(e) This Agreement may only be amended in a writing executed by
all parties hereto.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused their authorized
representatives to execute this Assignment and Assumption Agreement on the date
first written above.
SHELL EPOXY RESINS INC.
By: /s/ ▇.▇ ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: Attorney-In-Fact
SHELL EPOXY RESINS LLC
By: /s/ ▇.▇. ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: Attorney-In-Fact
RESIN ACQUISITION, LLC
CONSENT
TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
Resin Acquisition, LLC hereby acknowledges and consents to the
assignment and assumption agreement (the "Assignment and Assumption Agreement")
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attached hereto as Exhibit A, pursuant to which the Assignor has assigned,
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transferred and conveyed, and the Assignee has received and accepted from the
Assignor, all of the Assignor's rights and obligations relating to or under the
Executed Documents, and the Assignee has agreed to assume all of the Assignor's
liabilities relating to or under the Executed Documents and to be bound by all
the terms of the Executed Documents. Effective after any such assignment,
Assignee will be considered the BUYER (as such term is defined in the Sale
Agreement) under the Sale Agreement.
Resin Acquisition, LLC agrees that all notices required or permitted
under the terms and provisions of the Assignment and Assumption Agreement and
the Executed Documents shall be given to the Assignee, in the respective manner
provided for notices to be given under such applicable agreement at the address
of the Assignee set forth herein, or at such other address as the Assignee shall
from time to time designate in accordance with the notice provisions of such
applicable agreement.
For the benefit of the Assignee, Resin Acquisition, LLC hereby
acknowledges that the provisions hereof shall constitute its written consent to
the assignment, transfer and conveyance contemplated by the Assignment and
Assumption Agreement.
The Assignee's address is as follows:
Shell Epoxy Resins LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to each of:
RPP Holdings LLC
c/o Apollo Management IV, L.P.
1301 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇'▇▇▇▇▇▇▇▇ Graev & Karabell, LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Capitalized terms used herein, but not otherwise defined herein, shall
have the meanings attributed to them in the Assignment and Assumption Agreement.
RESIN ACQUISITION, LLC
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Attorney-In-Fact
SHELL PETROLEUM N.V.
CONSENT
TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
Shell Petroleum N.V. hereby acknowledges and consents to the
assignment and assumption agreement (the "Assignment and Assumption Agreement")
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attached hereto as Exhibit A, pursuant to which the Assignor has assigned,
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transferred and conveyed, and the Assignee has received and accepted from the
Assignor, all of the Assignor's rights and obligations relating to or under the
Executed Documents, and the Assignee has agreed to assume all of the Assignor's
liabilities relating to or under the Executed Documents and to be bound by all
the terms of the Executed Documents. Effective after any such assignment,
Assignee will be considered the BUYER (as such term is defined in the Sale
Agreement) under the Sale Agreement.
Shell Petroleum N.V. agrees that all notices required or permitted
under the terms and provisions of the Assignment and Assumption Agreement and
the Executed Documents shall be given to the Assignee, in the respective manner
provided for notices to be given under such applicable agreement at the address
of the Assignee set forth herein, or at such other address as the Assignee shall
from time to time designate in accordance with the notice provisions of such
applicable agreement.
For the benefit of the Assignee, Shell Petroleum N.V. hereby
acknowledges that the provisions hereof shall constitute its written consent to
the assignment, transfer and conveyance contemplated by the Assignment and
Assumption Agreement.
The Assignee's address is as follows:
Shell Epoxy Resins LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to each of:
RPP Holdings LLC
c/o Apollo Management IV, L.P.
1301 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇'▇▇▇▇▇▇▇▇ Graev & Karabell, LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Capitalized terms used herein, but not otherwise defined herein, shall
have the meanings attributed to them in the Assignment and Assumption Agreement.
SHELL PETROLEUM N.V.
By:/s/ ▇.▇. ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: Attorney-In-Fact
