Exhibit 10.01
ASSET PURCHASE AGREEMENT
BETWEEN
SONOCO PRODUCTS COMPANY
AND
CARAUSTAR INDUSTRIAL & CONSUMER PRODUCTS GROUP, INC.
OCTOBER 1, 2007
TABLE OF CONTENTS
I.
DEFINITIONS
1 II.
COVENANTS AND UNDERTAKINGS
11
2.1
PURCHASE AND
SALE OF ASSETS
11
2.2
CONSIDERATION
13
2.3
INVENTORY VALUATION AT
CLOSING
13
2.4
ALLOCATION OF PURCHASE PRICE
14
2.5
LIABILITIES OF
SELLER
14
2.6
EXAMINATION OF RECORDS
15
2.7
EMPLOYEES
15
2.8
SUPPLYING OF FINANCIAL STATEMENTS
17
2.9
NEGOTIATION WITH OTHERS
17
2.10
CONFIDENTIALITY
18
2.11
COVENANT NOT TO COMPETE OR SOLICIT BUSINESS
18
2.12
ACCESS TO RECORDS AFTER CLOSING
19
2.13
OPERATION OF THE
BUSINESS OF SELLER
19
2.14
REQUIRED APPROVALS
20
2.15
NOTIFICATION
20
2.16
PRORATIONS
21
2.17
SUPPLY AGREEMENT
21
2.18
TRANSITION
SERVICES AGREEMENT
21
2.19
GUARANTY AGREEMENT
21
2.20
TITLE
INSURANCE AND SURVEYS
21
2.21
ANTITRUST
21 III.
REPRESENTATIONS AND
WARRANTIES OF SELLER
24
3.1
ORGANIZATION AND STANDING
24
3.2
AUTHORITY AND STATUS
24
3.3
LIABILITIES WHICH COULD CREATE A LIEN
24
3.4
OWNERSHIP OF ASSETS
24
3.5
AGREEMENT DOES NOT VIOLATE OTHER
INSTRUMENTS; CONSENTS
24
3.6
CONTRACTS, ETC
25
3.7
PATENTS,
TRADEMARKS, TRADENAMES, ETC
26
3.8
LITIGATION
26
3.9
ENVIRONMENTAL
MATTERS
26
3.10
FINANCIAL STATEMENTS
27
3.11
ABSENCE OF CHANGES
27
3.12
REAL PROPERTY
28
3.13
SOLVENCY
31
3.14
APPLICABLE LAWS AND
PERMITS
32
3.15
LABOR MATTERS
32
3.16
EMPLOYEE BENEFITS PLANS
33
3.17
EMPLOYEES
35
3.18
TAXES
35
3.19
INVENTORY
35
3.20
UNDISCLOSED LIABILITIES
36
3.21
LICENSES AND PERMITS; COMPLIANCE WITH LAW
36
3.22
CUSTOMERS AND SUPPLIERS
36
3.23
DISCLAIMER OF OTHER
REPRESENTATIONS AND WARRANTIES
36
3.24
DISCLOSURE
36
i
IV.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
37
4.1
ORGANIZATION AND
STANDING
37
4.2
CORPORATE POWER AND AUTHORITY
37
4.3
AGREEMENT DOES
NOT VIOLATE OTHER INSTRUMENTS; CONSENTS
37
4.4
LITIGATION
37
4.5
TRANSFEROR PLAN
37 V.
CONDITIONS TO CLOSING AND CLOSING
38
5.1
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER TO CLOSE
38
5.2
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER TO CLOSE
41
5.3
TIME AND
PLACE OF CLOSING
42
5.4
SELLER'S PERFORMANCE AT CLOSING
42
5.5
PERFORMANCE BY PURCHASER AT CLOSING
42 VI.
SURVIVAL OF REPRESENTATIONS AND
WARRANTIES AND INDEMNIFICATION
43
6.1
SURVIVAL OF REPRESENTATIONS AND
WARRANTIES OF SELLER
43
6.2
SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF
PURCHASER
43
6.3
DEFENSE OF CLAIMS
44
6.4
LIMITATIONS ON
INDEMNIFICATION
47 VII.
TERMINATION
49
7.1
TERMINATION
49
7.2
NOTICE OR TERMINATION
50
7.3
EFFECT OF TERMINATION
50 VIII.
GENERAL
PROVISIONS
50
8.1
NOTICES
50
8.2
BROKERS
51
8.3
FURTHER
ASSURANCE
52
8.4
WAIVER
52
8.5
TAXES AND EXPENSES
52
8.6
BINDING EFFECT
52
8.7
HEADINGS
52
8.8
ENTIRE AGREEMENT
52
8.9
GOVERNING LAW
53
8.10
CONFIDENTIALITY
53
8.11
COUNTERPARTS
53
8.12
PRONOUNS
53
8.13
EXHIBITS INCORPORATED
53 LIST OF SCHEDULES
55
LIST OF EXHIBITS
56
ii
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT entered into this 1st day of October, 2007, to be
effective as of 12:01 a.m. on the date hereof between Sonoco Products Company, a
South Carolina corporation (hereinafter sometimes referred to as "Purchaser"),
and Caraustar