ASSIGNMENT AGREEMENT
EXHIBIT 2.3
This Assignment (this “Assignment”) is entered into effective as of August 17, 2005
(the “Effective Date”), by and between Macquarie Investment Holdings Inc., a Delaware
corporation (“Assignor”) and Macquarie Infrastructure Company Inc., a Delaware corporation
(“Assignee”).
Recitals
Assignor has entered into a Purchase Agreement (the “Purchase Agreement”) dated as of
August 2, 2005, as amended by a First Amendment to Purchase Agreement dated as of August 17, 2005,
by and between k1 Ventures Limited, K-1 HGC Investment, L.L.C. and Assignor; and
Assignor has agreed to assign its rights and obligations under the Purchase Agreement to
Assignee and Assignee has agreed to acquire such rights and obligations.
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as
follows:
(1) Assignment. Effective as of the Effective Date, Assignor does hereby transfer and
assign to Assignee all of Assignor’s rights and obligations under the Purchase Agreement.
(2) Assumption. Effective as of the Effective Date, Assignee hereby assumes all of
the obligations of Assignor as “Buyer” under the Purchase Agreement and agrees to be bound by the
terms of the Purchase Agreement.
(3) Indemnification. Assignee agrees to indemnify and hold harmless Assignor, its
affiliates and each of their respective officers, directors and employees, from and against any
costs, judgments, claims, liabilities, damages, losses, penalties and expenses of any kind
(including reasonable attorneys’ fees and expenses of investigation) arising out of or relating to
Assignee’s rights and obligations as “Buyer” under the Purchase Agreement.
(4) Joinder Agreement. To evidence its acceptance of the assignment of all of
Assignees rights and obligations under the Purchase Agreement, and to become a party to the
Purchase Agreement, Assignee agrees to execute a Joinder Agreement in the form attached to the
Purchase Agreement as Exhibit E.
(5) CHOICE OF LAW. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND
PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(6) Further assurances. Assignor and Assignee will promptly, upon reasonable request
and at the sole expense of the requesting party, execute and deliver all such other documents and
take such other actions as may be reasonably necessary to effectuate the intent and provisions of
this Assignment.
IN WITNESS WHEREOF, Assignor and Assignee each respectively has caused this Assignment to be
executed by its undersigned officers.
| ASSIGNOR: | ||||
| MACQUARIE INVESTMENT HOLDINGS INC. | ||||
| By: | /s/ Xxxxxx Bleach/Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Bleach/Xxxxxx Xxxxxx | |||
| Title: | / | |||
| ASSIGNEE: | ||||
| MACQUARIE INFRASTRUCTURE COMPANY INC. (d/b/a Macquarie Infrastructure Company (US)) |
||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Vice President | |||
