EXHIBIT 10.13
EQUIPMENT SALE/PURCHASE AGREEMENT
This Agreement made and entered into this 19th day of March, 2002, by
and between Fibr-Plast Corporation, and Oklahoma corporation ("Fibr-Plast") and
Second Chance Plastics, Inc., a Kansas corporation ("Second Chance").
1. (Recitals).
1.1. Second Chance owns certain equipment ("Equipment") as
described on the list attached hereto marked "Schedule A" and
incorporated herein by reference.
1.2. The parties hereto have reached an understanding in regard to
the sale of the equipment to Fibr-Plast and they desire to set
forth the terms and conditions of their understanding in the
manner hereinafter set forth.
2. (Agreements).
2.1. (Sale/Purchase). Second Chance agrees to sell and Fibr-Plast
agrees to purchase the Equipment, free and clear of any liens,
security interests or encumbrances.
2.2. (Consideration). Fibr-Plast shall transfer to Second Chance
three hundred thousand (300,000) shares of common stock of
Fibr-Plast free and clear of any security interests, liens or
encumbrances. In addition, Fibr-Plast will issue to Second
Chance an option to purchase an additional one hundred
thousand (100,000) shares of Fibr-Plast common stock at Two
Dollars ($2) per share at any time on or before March 31,
2003.
3. (Condition of Equipment). Second Chance makes no warranty (except for
title) as to the Equipment, it being understood that the transfer of
the Equipment shall be "as is - where is", and that such Equipment
shall be removed from Second Chance's plant on or before March 31,
2002.
4. (Non-Dilution). The three hundred thousand (300,000) shares being
issued to Second Chance shall not be diluted by any acts or
transactions of Fibr-Plast with respect to the percentage of interest
of such stock in relation to all outstanding common stock of
Fibr-Plast which exists as of the date of the closing of this
Agreement. Except as hereinafter provided, in the event Fibr-Plast
issues any additional common stock prior to its scheduled initial
public offering ("IPO"),
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Fibr-Plast shall issue to Second Chance additional shares of common
stock which shall enable Second Chance to maintain the same percentage
interest of ownership of the outstanding common stock of Fibr-Plast as
exists as of the date of closing of this transaction.
Provided, however, this non-dilution covenant shall not be applicable
with respect to the Fibr-Plast scheduled IPO, and excluding existing
options to Xxxx Xxxxxxxx, and employee benefit plans. After the IPO
commences, then these non-dilution rights shall cease.
5. (Closing). The closing shall occur at the offices of Sherwood & Xxxxxx
on March 18, 2002, at 10:00 a.m. at which time Second Chance shall
execute and deliver a xxxx of sale to the Equipment and Fibr-Plast
shall deliver a fully executed stock certificate in Fibr-Plast for
three hundred thousand (300,000) shares together with the option as
hereinbefore provided in paragraph 2.
6. (Title and Liens). Notwithstanding anything else herein to the
contrary, the closing of this transaction is subject to this equipment
being free and clear of any security interests, chattel mortgages,
liens, and third party claims or encumbrances of any type whatsoever.
In this connection, Second Chance Plastics shall make and furnish a
record check (i.e. UCC filings, judgment and lien records) sufficient
to show that no such encumbrances exist. In any event, Second Chance
will indemnify and hold Fibr-Plast harmless from any loss, cost or
expense resulting from any such third party claims.
7. (Interpretation). This Agreement shall be interpreted and construed
only by the contents hereof, and there shall be no presumption or
standard of construction in favor of or against either party.
8. (Binding Effect). This Agreement shall be binding upon the parties
hereto, their heirs, personal representatives, and assigns.
9. (Law of Kansas). This Agreement shall be construed and enforced in
accordance with the laws of the State of Kansas.
10. (Entire Agreement; Amendment). This Agreement is the entire
understanding between the parties, and supercedes all prior agreements
and communications,, whether oral or written, between the parties
hereto with respect to the subject matter hereof. Any amendment or
modification of this Agreement must be in writing and duly signed by
the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
FIBR-PLAST CORPORATION SECOND CHANCE PLASTICS, INC.
/s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxx, President
/s/ XXXXXX XXXXXXXXX
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Xxxxxx Xxxxxxxxx, Executive Vice President
/s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, Senior Vice President
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SCHEDULE "A"
AUSTRALIAN MACHINERY
Loading Xxxxxx - 4
o 2 x conventional style hoppers or around 10 m capacity
o All plastic waste loaded into these hoppers
Primary Granulator - 2
o Reduced plastics to granular form
o 120 hp (90 kw)
o 930 mm x 700 mm cutting chamber
o 20 mm hole screen size
o 140 amps
o All plastic pass through this granulator
Secondary Granulator - 2
o 75 hp (55kw)
o 450 mm X 700 mm cutting chamber
o 7 mm hole screen size
o 90 amps
o All heavy material is separated from primary granulator and
passed through this granulator
Processor (Agglomerator) - 2
This unit is comprised of:
o Agglomerator (driven by 120 hp motor)
o Barrel
o Screw
o Intake section
o Agglomerator frictionally heats and compresses material
o Controlled by adjustable set point feeder
o Material heated prior to screw commencing
o Barrel has electrical heaters preset at specific temperatures
o Screw has variable speed and is driven by 50 hp motor
Air Separation Unit - 2
o Material received via conveyor to this unit
o Material then passed through blowing system
o All film grade material blown into silo
Silo - 2
o Consists of two piece auger with universal joint
o Silo and auger are configured to collect all materials
o Auger operated by chain driven gear box
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Conveyor Systems with Magnets - 2
o 300 m. magnet roller placed at end of conveyor
o 4 m x 0.65 m - Inspection Conveyor
o 5.5 m x 0.65 m - Granulator Feed belt
o 2 m x 0.40 m - Separator Conveyor Between Rollers
o 5.6 m x 0.50 m - Processor Conveyor
o Each conveyor system driven by 1 hp motor with reduction box
o Overhead conveyor system
Blowers - 2
o 1 x cooling fan maintains optimum operating temperature
o Driven by 1 hp motor
Moulds - 1
o Two 10 mould rotaries / 3.25" round fence post - ready for
production
Cartage, electric contractors, and mechanical personnel to provide proof of
insurance, before beginning of removal of any Equipment.
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EQUIPMENT DOES NOT INCLUDE:
Any molds not mounted to rotaries
Any molds or mold pieces not mounted to rotaries
Any trademarks or trademarked items
Any licenses or licensing agreements
The existing orders of contracts
The existing company name "Second Chance Plastics" or "Millennium
Plastic Wood"
Any existing outstanding receivables
Any items not listed above under the heading "Australian Machinery"
Any fixed electrical conduits, boxes, wiring, breakers or lighting
attached to facility
Any existing inventory or product
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