EXHIBIT 2.4
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
This Assignment, Assumption and Consent Agreement ("Agreement")
is made and entered into as of the 13th day of May, 2002, between Decora
Industries, Inc., a Delaware corporation ("Decora Industries"), and its
operating subsidiary, Decora, Incorporated, a Delaware corporation ("Decora,"
and collectively with Decora Industries, the "Seller"), Pliant Corporation, a
Utah corporation ("Pliant"), Pliant Investment, Inc., a Utah corporation ("PI"),
and Pliant Solutions Corporation, a Utah corporation ("PSC"). All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto
under the Purchase Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Seller, Pliant and PI are parties to a certain Asset
Purchase Agreement dated as of December 31, 2001, as amended by an Amendment to
Asset Purchase Agreement dated March 29, 2002, and as further amended by a
Second Amendment to Asset Purchase Agreement dated April 26, 2002 (as so
amended, the "Purchase Agreement"); and
WHEREAS, PI desires to assign its rights under the Purchase Agreement to
PSC, PSC is willing to accept such assignment and to assume and discharge PI's
duties and obligations under the Purchase Agreement, and the Seller is willing
to consent to such assignment and assumption, in each case, on the terms and
conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Assignment. Effective as of the date hereof (the "Effective
Date"), PI hereby assigns, transfers, and conveys to PSC all of PI's right,
title and interest in and to the Purchase Agreement, including, without
limitation, any deposits, prepayments, claims and rights that may have been
earned or have accrued prior to the Effective Date.
2. Assumption. PSC hereby accepts such assignment and assumes and
agrees to pay, perform and fully discharge all of PI's obligations and duties
under the Purchase Agreement from and after the Effective Date. PSC agrees that
the Seller is an intended beneficiary of such assumption and may directly
enforce the assumption against PSC.
3. Consent. In consideration of the assumption under Section 2 of
this Agreement, the Seller agrees and consents to the assignment of PI's rights
under the Purchase Agreement to PSC and further agrees that PI is released from
all of its obligations to the Seller under the Purchase Agreement.
4. Confirmation. Pliant hereby confirms its obligations with
respect to PSC under Section 10.21 of the Purchase Agreement.
5. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute a single agreement.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DECORA INDUSTRIES, INC.
/s/
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By: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
DECORA, INCORPORATED
/s/
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By: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
PLIANT CORPORATION
/s/
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By: Xxxx X. Xxxxx
Title: President
PLIANT INVESTMENT, INC.
/s/
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By: Xxxx X. Xxxxx
Title: President
PLIANT SOLUTIONS CORPORATION
/s/
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By: Xxxx X. Xxxxx
Title: President
