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EXHIBIT 10.2
CONTRIBUTION AGREEMENT
This
Contribution Agreement (the "AGREEMENT") is dated as of September
9,
2005 by and among Plastipak Holdings, Inc.,
a Michigan corporation (the
"COMPANY"), Plastipak Packaging, Inc., a
Michigan corporation ("PACKAGING"),
Whiteline Express, Ltd., a Michigan
corporation ("WHITELINE"), Clean Tech, Inc.,
a Michigan corporation ("CLEAN TECH"), and
TABB Realty, LLC, a Michigan limited
liability company ("TABB REALTY"). Each of
Packaging, Whiteline, Clean Tech and
TABB Realty are referred to individually as
a "GUARANTOR," and collectively as
the "GUARANTORS." Each of the Company and
the Guarantors is referred to
individually as a "PARTY" and collectively
as the "PARTIES."
RECITALS
A. The Company
has issued $325 million principal amount of its 10.75%
Senior Notes due 2011 under the terms of an
Indenture dated August 20, 2001 by
and among the Company, the Guarantors and
Wells Fargo Bank, N.A. (as successor
by consolidation with Wells Fargo Bank
Minnesota, National Association), as
Trustee (the "INDENTURE"). The Company is
permitted to issue an aggregate of
$500 million of 10.75% Senior Notes due
2011 under the Indenture (the "SENIOR
NOTES"). The outstanding Senior Notes, and
any additional Senior Notes the
Company may issue under the Indenture, are
and will be treated as one class of
securities under the Indenture.
B. Each of the
Guarantors has guaranteed the Senior Notes on a joint and
several basis by issuing a joint and
several Guaranty ("GUARANTY") to the
holders of the Senior Notes (collectively,
the "GUARANTIES").
C. The Parties
are also subject to a certain Fifth Amended and Restated
Credit Agreement dated as of January 28,
2005 by and among the financial
institutions from time to time a party
thereto (individually, a "LENDER" and any
and all such financial institutions
collectively the "LENDERS"), Comerica Bank
as Administrative Agent for the Lenders (in
such capacity, "AGENT"), the Parties
and the other Borrowers (as that term is
defined therein) from time to time
signatory thereto (the "SENIOR SECURED
FACILITY").
D. It is the
intention of each of the Parties that, notwithstanding the
joint and several liability of the
Guarantors to the holders of the Senior Notes
under the Guaranties and the Indenture,
such guarantee liabilities be treated
among the Parties as if they were several
(as opposed to joint and several) in
accordance with the percentages set forth
below. To that end, the Parties
execute and deliver this Agreement so that
each Guarantor will have rights of
contribution against the other Guarantors
in the event one or more Guarantors is
obligated to and does pay more that its
ratable share of such guarantee
obligations.
NOW, THEREFORE,
in consideration of the foregoing, and for other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged and confessed, the Parties
hereto agree as follows:
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1. Contribution Agreement.
(a)
Notwithstanding any contrary provisions of the Indenture, the
Senior
Notes or the Guaranties or other documents
or agreements executed in connection
with or evidencing the Senior Notes (but
subject to the provisions of subsection
(b) below), the Parties agree that they
shall share among
