Exhibit 2.4
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into
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this 14th day of November, 2000, by and between Resin Acquisition, LLC, a
Delaware limited liability company (the "Assignor") and RPP Holdings LLC, a
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Delaware limited liability company (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 agreements listed on
Schedule I hereto as each may be amended or supplemented from time to time (the
"Executed Documents"), concerning the purchase by Assignor from Shell Oil
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Company, a Delaware corporation ("Shell"), of control of Shell Epoxy Resins
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Inc., a Delaware corporation (the "Company").
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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 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.
* * * * *
Exhibit 2.3
IN WITNESS WHEREOF, the parties hereto have caused their authorized
representatives to execute this Assignment and Assumption Agreement on the date
first written above.
RESIN ACQUISITION, LLC
By: /s/ Scott Kleinman
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Name: Scott Kleinman
Title: Vice President
RPP HOLDINGS LLC
By: /s/ Scott Kleinman
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Name: Scott Kleinman
Title: Vice President
SCHEDULE I
EXECUTED DOCUMENTS
1. SOC Resins Master Sale Agreement, dated July 10, 2000, among Shell Oil
Company, Resin Acquisition, LLC and Shell Epoxy Resins Inc.
2. Seller's Disclosure Letter, dated July 10, 2000 among Shell Oil Company,
Resin Acquisition, LLC and Shell Epoxy Resins Inc.
3. The Open Issue Certificate, dated July 10, 2000, among Shell Oil Company,
Resin Acquisition, LLC and Shell Epoxy Resins Inc.
4. Human Resources Agreement, dated July 10, 2000, among Shell Oil Company,
Resin Acquisition, LLC and Shell Epoxy Resins Inc.
5. Amended and Restated Investigations Agreement, dated September 19, 2000,
among Shell Oil Company, Resin Acquisition, LLC and Shell Epoxy Resins Inc.
6. Good Faith Volume Discount Letter, dated July 10, 2000, between Shell Oil
Company and Resin Acquisition, LLC.
7. Resins SPNV Human Resources Agreement, dated September 11, 2000, among
Shell Petroleum N.V., Shell Epoxy Resins Inc. and Resin Acquisition, LLC.
8. European Indebtedness Sideletter, dated November 13, 2000, among Resin
Acquisition, LLC, Shell Petroleum N.V., Shell Epoxy Resins Inc. and Shell
Epoxy Resins LLC.
SHELL OIL COMPANY
CONSENT
TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
Shell Oil Company hereby acknowledges and consents to the Assignment
and Assumption Agreement (the "Assignment and Assumption Agreement") attached
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hereto as Exhibit A, pursuant to which the Assignor has assigned, transferred
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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 Master
Sale Agreement) under the Master Sale Agreement dated July 10, 2000 among Shell
Oil Company, Assignor and Resin Acquisition, LLC, as such agreement may be
amended or supplemented from time to time (the "Master Sale Agreement").
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Shell Oil Company 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 Oil Company 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:
RPP Holdings LLC
c/o Apollo Management IV, L.P.
1301 Avenue of the Americas, 38th Floor
New York, New York 10019
Attention: Josh Harris
Facsimile: (212) 515-3232
with a copy to:
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
Attention: John J. Suydam, Esq.
Facsimile: (212) 218-6220
Exhibit 2.3
Capitalized terms used herein, but not otherwise defined herein, shall
have the meanings attributed to them in the Assignment and Assumption Agreement.
SHELL OIL COMPANY
By: /s/ D.G. Naugle
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Name: D.G. Naugle
Title: Attorney-In-Fact
SHELL EPOXY RESINS INC.
CONSENT
TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
Shell Epoxy Resins Inc. 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 Master
Sale Agreement) under the Master Sale Agreement dated July 10, 2000 among Shell
Oil Company, Assignor and Resin Acquisition, LLC, as such agreement may be
amended or supplemented from time to time (the "Master Sale Agreement").
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Shell Epoxy Resins Inc. 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 therein, 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 Epoxy Resins Inc. 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:
RPP Holdings LLC
c/o Apollo Management IV, L.P.
1301 Avenue of the Americas, 38th Floor
New York, New York 10019
Attention: Josh Harris
Facsimile: (212) 515-3232
with a copy to:
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
Attention: John J. Suydam, Esq.
Facsimile: (212) 218-6220
Capitalized terms used herein, but not otherwise defined herein, shall
have the meanings attributed to them in the Assignment and Assumption Agreement.
SHELL EPOXY RESINS INC.
By: /s/ D.G Naugle
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Name: D.G. Naugle
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 Master
Sale Agreement) under the Master Sale Agreement dated July 10, 2000 among Shell
Oil Company, Assignor and Resin Acquisition, LLC, as such agreement may be
amended or supplemented from time to time (the "Master Sale Agreement").
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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 therein, 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:
RPP Holdings LLC
c/o Apollo Management IV, L.P.
1301 Avenue of the Americas, 38th Floor
New York, New York 10019
Attention: Josh Harris
Facsimile: (212) 515-3232
with a copy to:
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
Attention: John J. Suydam, Esq.
Facsimile: (212) 218-6220
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/ D.G. Naugle
________________________________
Name: D.G. Naugle
Title: Attroney-In-Fact