ASSIGNMENT AGREEMENT
EXHIBIT 2.4
This Assignment (this “Assignment”) is entered into effective as of September 16, 2005
(the “Effective Date”), by and between Macquarie Infrastructure Company Inc., a Delaware
corporation (“Assignor”) and Macquarie Gas Holdings LLC, a Delaware limited liability
company (“Assignee”).
Recitals
Macquarie Investment Holdings Inc. (“MIHI”) 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 MIHI; and
MIHI assigned its rights and obligations under the Purchase Agreement to Assignor pursuant to
that certain Assignment Agreement dated as of August 17, 2005 by and between MIHI 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 INFRASTRUCTURE COMPANY INC. | ||||
| (d/b/a | Macquarie Infrastructure Company (US)) | |||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: Xxxxx Xxxxxx | ||||
| Title: Chief Executive Officer | ||||
| ASSIGNEE: | ||||
| MACQUARIE GAS HOLDINGS LLC | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: Xxxxx Xxxxxx | ||||
| Title: Chief Executive Officer | ||||
