EXHIBIT 2.3
EXECUTION COPY
12 December 2001
RADNOR HOLDINGS CORPORATION
and
STYROCHEM EUROPE (THE NETHERLANDS) B.V.
and
CRH EUROPE B.V.
and
CRH NEDERLAND B.V.
and
CRH DENMARK A/S
__________________________
DEED OF ASSIGNMENT
relating to the sale and purchase of
the issued share capital
of ThermiSol Denmark A/S
__________________________
THIS DEED OF ASSIGNMENT is made on 12 December 2001
BETWEEN:
(1) RADNOR HOLDINGS CORPORATION, a Delaware corporation ("Radnor");
(2) STYROCHEM EUROPE (THE NETHERLANDS) B.V., a company incorporated in the
Netherlands under registration No. 33296091 (the "Vendor");
(3) CRH EUROPE B.V., a company incorporated in the Netherlands under register
number 28068879 (the "Purchaser");
(4) CRH NEDERLAND B.V., a company incorporated in the Netherlands under
register number 28068878 (the "Purchaser Guarantor"); and
(4) CRH DENMARK A/S, a company incorporated in Copenhagen (the "Permitted
Assignee").
WHEREAS
1. Radnor, the Vendor, the Purchaser and the Purchaser Guarantor have
entered into an agreement for the sale and purchase of the entire
issued share capital of ThermiSol Finland Oy and ThermiSol Sweden AB
and ThermiSol Denmark A/S dated 16 November 2001 (the "Agreement").
2. Radnor, the Vendor, the Purchaser, the Purchaser Guarantor and the
Permitted Assignee have agreed to assign in favour of the Permitted
Assignee the right to acquire the entire issued share capital of
ThermiSol Denmark A/S (the "ThermiSol Denmark Shares") on the terms
set out in this Deed of Assignment.
3. The Permitted Assignee has agreed to acquire the ThermiSol Denmark
Shares and to consent to the assignment to it of the rights of the
Purchaser to acquire the ThermiSol Denmark Shares and to join and be a
party to the Agreement as if originally a party thereto.
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IT IS HEREBY AGREED as follows
1. Assignment
1.1 Definitions used in this Deed of Assignment have the same meaning as
definitions made in the Agreement.
1.2 This Deed of Assignment is supplemental to the Agreement, a copy of
which is annexed hereto and initialed by the parties for the purpose
of identification.
1.3 Pursuant to Clause 10 of the Agreement, the Purchaser hereby assigns
all its right, title and interest under the Agreement to acquire the
ThermiSol Denmark Shares to the Permitted Assignee.
1.4 The Permitted Assignee hereby covenants, undertakes, confirms, accepts
and agrees that it shall perform and be bound by the obligations of
the Purchaser to acquire the ThermiSol Denmark Shares under the
Agreement and undertakes all obligations and liabilities of the
Purchaser in respect thereof.
1.5 Notwithstanding, the assignment of the right to acquire the ThermiSol
Denmark Shares to the Permitted Assignee hereunder, the Purchaser and
the Purchaser Guarantor shall remain jointly and severally liable for
the obligations of the Purchaser under the Agreement in respect of the
ThermiSol Denmark Shares.
2. Counterparts
2.1 This Deed of Assignment may be executed in any number of counterparts
by the parties hereto and on separate counterparts each of which when
so executed shall be an original but all of which when taken together
shall constitute one and the same instrument.
3. Governing Law
3.1 This Deed of Assignment is governed by and shall be construed in
accordance with the laws of England.
3.2 All of the parties to this Deed of Assignment agree that all disputes
arising out of or in connection with this Deed of Assignment,
including its validity, termination or existence, shall be referred to
and finally resolved by arbitration in London under the Rules of the
London Court of International Arbitration, which Rules are deemed to
be incorporated by reference into this clause. The number of
arbitrators shall be one.
Executed as a Deed by each of the parties by facsimile.
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RADNOR HOLDINGS CORPORATION
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Signed by: Xxxxxxx X. Xxxxxxx
for and behalf of: Radnor Holdings Corporation
Witness's signature: /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Address: 0 Xxxxxx Xxxxxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
STYROCHEM EUROPE (THE NETHERLANDS) B.V.
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Signed by: Xxxxxxx X. Xxxxxxx
for and behalf of: StyroChem Europe (the Netherlands) B.V.
Witness's signature: /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Address: 0 Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
CRH EUROPE B.V.
/s/ C.J.M. Xxxxxxx
------------------------------
Signed by: C.J.M. Xxxxxxx
for and behalf of: CRH Europe B.V.
Witness's signature: /s/ T.P.W.M. Van Leeuwe
Name: T.P.W.M. Van Leeuwe
Address: Weena 666, 3012 CN Xxxxxxxxx
0
XXX XXXXXXXXX B.V.
/s/ C.J.M. Xxxxxxx
--------------------------------
Signed by: C.J.M. Xxxxxxx
for and behalf of: CRH Nederland B.V.
Witness's signature: /s/ T.P.W.M. Van Leeuwe
Name: T.P.W.M. Van Leeuwe
Address: Weena 666, 3012 CN Rotterdam
CRH DENMARK A/S
/s/ C.J.M. Xxxxxxx
--------------------------------
Signed by: C.J.M. Xxxxxxx
for and behalf of: CRH Denmark A/S
Witness's signature: /s/ T.P.W.M. Van Leeuwe
Name: T.P.W.M. Van Leeuwe
Address: Weena 666, 3012 CN Rotterdam
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