Exhibit 2.1
BILL OF SALE
STATE OF SOUTH CAROLINA
COUNTY OF CHEROKEE
BILL OF SALE
FOR VALUE RECEIVED, THERMO FIBERGEN INC., a Delaware corporation,
("Seller") does hereby bargain, sell, transfer and convey unto LINPAC, Inc., a
Georgia corporation, ("Purchaser"), effective as of September 1, 2000, that
certain fiber recovery and water clarification plant located at Purchaser's
facilities in Cowpens, South Carolina (the "Plant") and each and every item of
equipment, machinery, tools, trade fixtures, and copies of all technical
information located in the Plant including, without limitation, the specific
items set forth in Exhibit A hereto and incorporated by reference herein and all
rights, associated therewith, (all such equipment, machinery and other items,
including the Plant, being hereafter collectively called the "Assets").
TO HAVE AND TO HOLD all of the Assets unto Purchaser, its successors and
assigns, forever.
Seller hereby represents and warrants to Purchaser (a) that Seller is the
sole and lawful owner of the Assets, (b) that Seller has good and marketable
title to each, and every item of the Assets, and (c) that each and every item of
the Assets is free and clear of any and all claims, liens, encumbrances,
security interests, judgments, restrictions and charges of every nature
whatsoever. Seller hereby also transfers to Purchaser any unexpired manufacturer
or other warranty it has to any and all of the Assets to the extent that any
such warranty is transferable. Seller shall provide reasonable cooperation to
Purchaser, at Purchaser's request and expense, with respect to the enforcement
of any such warranty. No other warranties express or implied are provided
hereunder including any implied warranties of merchantability or fitness for any
particular purpose. Purchaser has inspected the Assets and accepts the Assets
"AS IS" and in the current Plant location.
Purchaser hereby agrees to pay Seller THREE MILLION SIX HUNDRED THOUSAND
DOLLARS ($3,600,000) for the Assets payable beginning with one payment of TWO
HUNDRED THOUSAND DOLLARS ($200,000) on the date hereof, and beginning on
September 28, 2000 and on the twenty-eighth (28th) day of each of the following
sixteen consecutive months thereafter, Purchaser will pay to Seller the
principal sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) plus accrued interest
on the unpaid portion of the Purchase Price computed at an annual interest rate
of nine and one half percent (9.5%), pursuant to the terms and conditions of the
Promissory Note delivered by Purchaser to Seller concurrently with this Bill of
Sale.
The responsibility for all property taxes imposed upon the Plant shall be
transferred from TFG to LINPAC effective as of the date of this Bill of Sale,
and the Seller and Purchaser agree to make all such filings and provide all
notices as may be required, and to fully cooperate with one another, to pro-rate
the property tax responsibilities of each party.
IN WITNESS WHEREOF, Seller has caused this instrument to be executed under
seal as of the 5th day of September, 2000.
THERMO FIBERGEN INC.
By: /s/ Yiannis Monovoukas (SEAL)
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Name: Yiannis Monovoukas
Title: President and Chief Executive Officer
ACCEPTANCE
ACCEPTED on the 5th day of September, 2000, effective as of September 1, 2000.
LINPAC, INC.
By: /s/ James V. Painter (SEAL)
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Name: James V. Painter
Title: General Manager
