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EXHIBIT 10.8
CONTRIBUTION AND ASSIGNMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS that, as of February 9, 1998 (the
"Execution Date"), KEY PLASTICS, INC., a Michigan corporation ("Key"), does
hereby contribute, assign, transfer, convey and deliver unto Key Plastics
Technology, L.L.C., a Michigan limited liability company and majority-owned
subsidiary of Key ("Key Technology"), or its successors and assigns, the
following:
All assets, properties, goodwill, business as a going concern, rights,
privileges, claims, patents and licenses owned, leased or used by Key, except
the Excluded Assets (as defined herein) (the "Contributed Assets"). The
Contributed Assets shall include, without limitation, the following:
(a) Balance Sheet Assets. All assets, tangible and intangible,
reflected on Key's Balance Sheet as of December 31, 1997 (the "Closing
Balance Sheet"), which Closing Balance Sheet is attached to this
Agreement as Exhibit A.
(b) Cash and Receivables. All cash, deposits (including security
deposits), certificates of deposit and other cash equivalents (other
than cash or cash equivalents in an amount not greater than $1,000 and
certain proceeds from the exercise of stock options as described herein
as Excluded Assets) and all accounts receivable and other receivables
(except certain receivables described herein as Excluded Assets).
(c) Inventories. All inventories (including raw materials, work in
process, finished goods and any such inventories on consignment) as
acquired in the normal course of business.
(d) Tangible Assets. All machinery, equipment, furniture, fixtures,
automobiles, trucks and other vehicles, leasehold improvements and
other tangible property used in the Business.
(e) Intangible Assets. All trademark registrations and applications
therefor, trade name and names (whether or not registered or
registerable), including, without limitation, the name "Key Plastics"
and the goodwill pertaining thereto; all copyrights, labels and other
trade rights, whether or not registered; all patents and pending patent
applications; all inventions, processes, methods, patterns, devices,
formulae, discoveries, improvements and other know-how, whether
patentable or not; all plans, specifications and other data relating to
customer's requirements for products; any and all employer's shop
rights; all trademark licenses, royalty agreements, and patent
licenses; and all causes of action of Key for the infringement of
trademarks, trade names, labels and patents.
(f) Contract Rights. All rights, claims and benefits of Key under all
leases, purchase orders, franchises, sales contracts and all other
contracts of whatever nature or
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description, other than rights under any Employee Plans existing as of
the Execution Date. "Employee Plans" shall mean all plans, contracts,
programs and arrangements with respect to employees engaged in the
Business, including, but not limited to, employment agreements, union
contracts and supplemental agreements, pensions, profit sharing
arrangements, bonuses, deferred compensation, retirement, stock option,
restricted stock, phantom stock, disability, death benefit, severance,
medical and hospitalization, insurance, vacation, dependent care,
salary continuation, and other employee benefit plans, programs or
arrangements, now or at any time maintained by Key or under which Key
has or had any obligation in respect of any employee of Key.
(g) Warranties. All rights under third party warranties, including
manufacturer warranties relating to the Contributed Assets.
(h) Books and Records. All books and records, customers lists and all
other data relating to the Contributed Assets.
(i) Proprietary Claims. Any and all rights, claims or causes of action
against any employee, former employee or other person arising out of
any agreement or covenant not to compete or any similar agreement, or
the disclosure or use or threatened disclosure or threatened use of any
proprietary information of Key, including (but not limited to) any
invention, discovery, improvement, process, method, formula, treatment,
knowhow, pattern, device, compilation of information, list of
customers, document or record of information.
(j) Subsidiary/Affiliate Interests. All of Key's equity interest in its
subsidiaries or affiliates, including Key's equity interest in Key
Plastics Automotive, L.L.C., a Michigan limited liability company; Key
Plastics International, a Michigan limited liability company; Key
Mexico A, L.L.C., a Michigan limited liability company ("Key Mexico
A"); Key Mexico B, L.L.C., a Michigan limited liability company; Ley
Plastic France, S.A.S., a French Societe par actions simplifiee; and
Materias Plasticas, S.A., excluding, however, Key's equity interest in
Key Plastics de Mexico, S. de X.X. de C.V., a Mexican Sociedad de
Responsabilidad Limitada de Capital Variable ("Key Mexico").
(k) Other Claims. All other claims and causes of action.
(l) Other. All other assets related to the kEY'S Business of every
kind, nature and description, wherever located, whether tangible or
intangible, including Key's goodwill and all rights and causes of
action thereto, except for the Excluded Assets (as defined herein).
With all the foregoing TO HAVE AND TO HOLD, unto Key Technology, its successors
and assigns, FOREVER.
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Key Technology is not acquiring, and Key is not contributing any of the
following assets of Key, which are referred to herein as the "Excluded Assets":
(a) Corporate Records. Minute books, stock transfer records and
financial records.
(b) Cash. Cash or cash equivalents in an amount not greater than $1,000
and proceeds related to the exercise of stock options and related
collections of Key shareholder notes receivable related to the issuance
of capital stock of Key prior to the effective date of that certain
Securities Purchase Agreement by and among Key, Key Technology and
Paribas Principal Incorporated, dated February 9, 1998.
(c) Receivables. Certain Key shareholder notes receivable related to
the issuance of capital stock of Key prior to the effective date of
that certain Securities Purchase Agreement by and among Key, Key
Technology and Paribas Principal Incorporated, dated February 9, 1998.
(d) Excluded Subsidiary. All of Key's equity interest in Key Mexico,
such equity interest in Key Mexico to be contributed to Key Mexico A.
(e) Employee Plans. All Employee Plans existing as of the Execution
Date.
Key hereby authorizes Key Technology to take any and all action in
connection with any of the Contributed Assets, in the name of Key or in its own
or any other name.
Key hereby warrants, covenants and agrees that it:
(i) is hereby conveying title to the Contributed Assets free
and clear of any and all liabilities, obligations, claims, liens and
encumbrances (whether absolute, accrued, contingent or otherwise),
except those specifically assumed by Key Technology by an Assumption
Agreement dated as of even date herewith;
(ii) will warrant and defend the contribution of the
Contributed Assets against each and every person or persons claiming or
who claims against any or all of the same; and
(iii) will take all steps necessary to put Key Technology, its
successors or assigns, in actual possession and operating control of
the Contributed Assets.
Key hereby covenants that it shall, from time to time, make,
acknowledge, execute and deliver, or cause to be made, acknowledged, executed
and delivered, such instruments, acts, consents, deeds, transfers, assignments,
powers and assurances as Key Technology may reasonably require to more
effectively convey, transfer, assign, grant and vest in and to Key
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Technology and to put Key Technology in possession of any of the Contributed
Assets being contributed, conveyed, assigned, granted, transferred and delivered
hereunder.
This Agreement shall be binding upon, inure to the benefit of and be
enforceable by, Key and Key Technology and their respective successors and
assigns.
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IN WITNESS WHEREOF, the duly authorized officers of Key have executed
this General Assignment and Contribution Agreement on behalf of Key, intending
to be legally bound on the date first written above.
KEY PLASTICS, INC.,
a Michigan corporation
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Treasurer and Assistant
Secretary
Accepted and Agreed:
KEY PLASTICS TECHNOLOGY, L.L.C.,
a Michigan limited liability company
By: Key Plastics, Inc.
Title: Member
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Treasurer and Assistant Secretary
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