Deed of Assignment Relating to Sale of ThermiSol Denmark A/S Shares by Radnor Holdings, StyroChem Europe, and CRH Entities

Summary

This Deed of Assignment, dated December 12, 2001, is between Radnor Holdings Corporation, StyroChem Europe (the Netherlands) B.V., CRH Europe B.V., CRH Nederland B.V., and CRH Denmark A/S. It assigns CRH Europe B.V.'s right to acquire all shares of ThermiSol Denmark A/S to CRH Denmark A/S, making CRH Denmark A/S responsible for the purchase and related obligations. However, CRH Europe B.V. and its guarantor remain jointly liable. The agreement is governed by English law and disputes are subject to arbitration in London.

EX-2.3 5 dex23.txt DEED OF ASSIGNMENT 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. 2 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. 3 RADNOR HOLDINGS CORPORATION /s/ Michael T. Kennedy - ------------------------------ Signed by: Michael T. Kennedy for and behalf of: Radnor Holdings Corporation Witness's signature: /s/ Caroline Williamson Name: Caroline Williamson Address: 3 Radnor Corporate Ctr., Suite 300 Radnor, PA 19087 STYROCHEM EUROPE (THE NETHERLANDS) B.V. /s/ Michael T. Kennedy - ------------------------------ Signed by: Michael T. Kennedy for and behalf of: StyroChem Europe (the Netherlands) B.V. Witness's signature: /s/ Caroline Williamson Name: Caroline Williamson Address: 3 Radnor Corporate Center, Suite 300 Radnor, PA 19087 CRH EUROPE B.V. /s/ C.J.M. Verburg - ------------------------------ Signed by: C.J.M. Verburg 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 Rotterdam 4 CRH NEDERLAND B.V. /s/ C.J.M. Verburg - -------------------------------- Signed by: C.J.M. Verburg 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. Verburg - -------------------------------- Signed by: C.J.M. Verburg 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 5