Exhibit 10.70
BUY-OUT AGREEMENT
This Buy-Out Agreement (the "Agreement") is dated as of January 5, 2005
between Supreme Plastics Group PLC, a public company organized under the laws of
England and Wales ("Supreme"), Pliant Investment, Inc., Utah corporation
("Pliant"), and Pliant Corporation ("Pliant Corporation"), a Utah corporation.
RECITALS
A. Supreme and Pliant Corporation, the parent company of Pliant, entered
into that certain Limited Liability Company Agreement (the "Joint Venture
Agreement") of Alliant Company LLC, a Delaware limited liability company
("Alliant") on July 26, 2001.
B. Pliant has succeeded to the interests of Pliant Corporation in Alliant
and the Joint Venture Agreement.
C. The parties desire that Pliant purchase Supreme's entire interest in
Alliant in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, Supreme and Pliant hereby agree as follows:
AGREEMENT
1. DEFINITIONS. All capitalized terms used in this Agreement and not
specifically delined herein shall have the same meaning as may be ascribed
thereto in the Joint Venture Agreement.
2. BUY-OUT. Supreme and Pliant hereby agree that Pliant will purchase
Supreme's entire interest in Alliant (the "Purchase") for a purchase price of
$400,000 (the "Purchase Price").
3. CLOSING. The closing (the "Closing") of the Purchase will take place
on the date hereof, and will be effectuated by (i) delivery by Pliant to Supreme
of the Purchase Price, payable by wire transfer of immediately available funds
to a bank account designated by Supreme, and (ii) delivery by Supreme to Pliant
of an assignment of Supreme's entire interest in Alliant, in the form attached
hereto.
4. EFFECT OF BUY-OUT. Effective at Closing, the following agreements (the
"Terminated Agreements") shall terminate: Slider-Zipper License Agreement, dated
November 15, 2001, between Supreme Plastics Holdings Limited and Pliant
Corporation; Slider-Zipper FPS License Agreement, dated November 15, 2001,
between Supreme Plastics Holdings Limted and Pliant Corporation: Agreement of
Mutual Dissolution of Joint Venture, dated as of October 27, 2004, between
Supreme, Pliant and Pliant Corporation; Supply Agreement-Reliant 100 Series,
dated November 15, 2001, between Supreme Plastics Holdings Limited and Pliant
Corporation; Supply Agreement-Reliant 200 Series, dated November 15, 2001,
between Supreme Plastics Holdings Limited and Pliant Corporation, and any
Ancillary Agreement to which Supreme is a party.
5. REPRESENTATIONS OF PARTIES. The parties each represent and warrant
that they are fully authorized to enter into this Agreement, that they have not
assigned any of their interests in
Alliant or the Joint Venture Agreement, and that their respective agents
indicated below are duly authorized to sign this Agreement on their behalf.
6. MUTUAL RELEASE. As of the Closing, in consideration for the
obligations set forth herein, the adequacy and sufficiency of which is
acknowledged, Supreme, on the one hand, for itself and its successors, assigns,
subsidiaries, divisions and affiliates, and all directors, members, officers,
employees, agents, insurers, guarantors, attorneys and other representatives
("Affiliated Parties"), and Pliant, on the other hand, for itself and its
Affiliated Parties, absolutely and forever release and discharge each other and
the other's respective Affiliated Parties, from all actual and potential claims,
complaints, demands, causes of action, damages, costs, expenses, fees, and other
liabilities of every sort and description, direct or indirect, fixed or
contingent, known or unknown, suspected or unsuspected, and whether or not
liquidated, including, without limitation, claims based upon preexisting acts
occurring at any time up to the date of Closing, which may result in future
damages or injury (collectively, the "Claims"), arising out of, caused by, or
otherwise related in any way to the Joint Venture Agreement or any Terminated
Agreement and any Claims which could be raised by either party related to the
Joint Venture Agreement or any Terminated Agreement.
It is the intention of the parties that this release be read as broadly as
possible such that the parties each shall have no further obligations or
liability of any sort or nature, directly or indirectly, to each other relating
to or arising from the Joint Venture Agreement or any Terminated Agreement.
7. INDEMNIFICATION. As of the Closing, Pliant, Pliant Corporation and
Alliant to indemnify and hold harmless Supreme and its Affiliated Parties for
any claims, complaints, demands, causes of action, damages, costs, expenses and
other liabilities asserted or claimed, arising out of, caused by, or otherwise
related in any way to the Joint Venture Agreement or any Terminated Agreement.
8. MISCELLANEOUS.
(a) VOLUNTARY AGREEMENT. The parties have read this Agreement and
the terms contained in it, and on advice of counsel they have freely and
voluntarily entered into this Agreement.
(b) SUCCESSORS. This Agreement shall be binding on and inure to
the benefit of the parties and their successors.
(c) COUNTERPARTS. This Agreement may be signed in two or more
counterparts.
(d) ENTIRE AGREEMENT. The parties agree that this Agreement is the
entire agreement between them related to the subject matter hereof and that
any and all prior agreements are superseded by this Agreement. The parties
further agree that this Agreement can only be amended or revised by a
written document signed by both parties.
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(e) NEUTRAL INTERPRETATION. This Agreement constiutes the product
of the negotiation of the parties hereto and the enforcement hereof shall
be interpreted in a neutral manner, and not more strongly for or against
any party based upon the source of the draftsmanship hereof.
(f) GOVERNING LAW. The Agreement shall be governed by, construed
and enforced in accordance with laws of the state of Delaware.
(g) WINDER OPTION. In the event that the business of Alliant is
not sold to ITW and Pliant Corporation or Alliant ceases to operate the
business of Alliant, Supreme will have the option to purchase the Meltec
Winder owned by Alliant for a purchase price of $25,000.
IN WITNESS WHEREOF, Supreme, Pliant and Pliant Corporation have executed
this Agreement as of the date first above written.
SUPREME: PLIANT CORPORATION:
SUPREME PLASTICS CROUP PLC PLIANT CORPORATION:
By: /s/ J. Xxxxx Xxxxxxxxx
By: /s/ N.S. Grenal -----------------------------------
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Its: V.P. MFG.
Its: MANAGING DIRECTOR -------------------------------
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PLIANT:
PLIANT INVESTMENT, INC.:
By: /s/ J. Xxxxx Xxxxxxxxx
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Its: V.P. MFG.
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