Exhibit 10.02
RITTMAN TRANSITION SERVICES
AGREEMENT
THIS TRANSITION SERVICES AGREEMENT
(this “ Agreement ”) made as of the 21st day of
April, 2006 by and among Caraustar Industries, Inc., a North
Carolina corporation (“ Caraustar ”) and
Caraustar Mill Group, Inc., an Ohio corporation (“ CMG
” or “ Seller ” and, hereinafter together
with Caraustar, sometimes the “ Caraustar Parties
”), and Cascades Boxboard Group - Connecticut LLC, a Delaware
limited liability company (the “ Buyer
”).
W I T N E S S E T
H
WHEREAS, on the date hereof the
Buyer and the Caraustar Parties (collectively, the “
Parties ” have entered into a certain option agreement
(the “ Option Agreement ”) granting the Buyer an
option to purchase certain assets at the Rittman Mill from the
Caraustar Parties, all as more fully described in, and pursuant to
a certain asset purchase agreement (the “ Purchase
Agreemen t”) in form as annexed to the Option Agreement
as Exhibit A . (Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto
in the Purchase Agreement); and
WHEREAS the Parties acknowledge that
the transfer of the Rittman Assets cannot be completed by the
Parties on the Closing Date; and
WHEREAS CMG intends to operate the
Rittman Mill for a period of between ninety (90) and one
hundred twenty (120) days immediately following the date
hereof (the “ Wind-Up Period ”) for the purpose
of fulfilling customer orders of Products outstanding as of the
date hereof (the “Existing Orders”) and to build
sufficient inventory of the grease proof boxboard known as
“Statone” in the quantity necessary to meet the
Caraustar Parties’ ordinary sales requirements through
December 31, 2006, and shut down its boxboard operations at
the Rittman Mill in accordance with the provisions hereof;
and
WHEREAS at anytime prior to one
hundred twenty (120) days from the date hereof the Caraustar
Parties may notify the Buyer in writing that the Caraustar Parties
desire that the Wind-Up Period shall terminate (a “
Wind-Up Termination Notice ”), in which event the
Wind-Up Period shall terminate five (5) days subsequent to the
giving of such Wind-Up Termination Notice.
WHEREAS for up to the first sixty
(60) days of such Wind-Up Period CMG intends and shall be
permitted to take new customer orders of Products in the ordinary
course of business (the “ New Orders ”);
and
WHEREAS it is agreed that the
Parties shall be accorded a period of four (4) months
immediately following the Wind-Up Period to complete the
dismantling and removal of the Rittman Assets (the “
Dismantling and Removal Period ”, and, together with
the Wind-Up Period, the “ Transition Period
”).
NOW THEREFORE in consideration of
the mutual premises and agreements herein contained and in
consideration of other good and valuable consideration paid by each
of the Parties to the others, the receipt and sufficiency of which
is hereby acknowledged by each of them, the Parties agree as
follows:
ARTICLE I
TRANSITIONING OF RITTMAN
CUSTOMERS
With respect to the Rittman
Customers the Parties agree as follows:
(a) Up until June 20, 2006, CMG
will operate the Rittman Mill in the ordinary course to obtain and
fulfill the New Orders and for the entire Wind-Up Period CMG will
operate the Rittman Mill to fulfill the Existing Orders and New
Orders and to build sufficient inventory of the grease proof
boxboard known as “Statone” in the quantity necessary
to meet the Caraustar Parties’ ordinary sales requirements
through December 31, 2006;
(b) Within the Wind-Up Period, CMG
will give, or will have already given, notice of closure of its
boxboard operations at the Rittman Mill to all of the employees of
the Business employed at the Rittman Mill as of the Closing and
will comply with all applicable termination obligations and legal
and regulatory requirements with respect thereto;
(c) With reference to the New Orders
and the Existing Orders to be filled during the Wind-Up Period,
unless otherwise indicated by the Buyer and/or customer, as listed
on the Rittman Customer Lists, CMG will produce the said orders at
its facilities and assume the costs and be entitled to the benefits
resulting therefrom;
(d) During the Transition Period,
the Buyer will be entitled to the benefits (revenues) resulting
from orders that it manufactures;
(e) During the Wind-Up Period, CMG
and Caraustar shall use reasonable efforts to provide introductions
to each customer on the Rittman Customer Lists; provided, however,
that nothing in this Agreement shall be deemed
