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Exhibit 10.6
SECURITIES TRANSFER AGREEMENT
THIS AGREEMENT is made and entered into as of January 31, 1998,
between 399 Venture Partners, Inc. ("Transferee") and Citicorp Venture Capital,
Ltd. ("Transferor").
WHEREAS, Transferor owns (i) 27,297.31shares of Series B Preferred
Stock, par value $.01 per share (the "Series B Preferred") of Plainwell Holdings
Company, a Delaware corporation (the "Company"), (ii) 765.00 shares of Class A
Common Stock, par value $.01 per share, of the Company ("Class A Common"), (iii)
74,460.00 shares of Class B Common Stock , par value $.01 per share, of the
Company (the "Class B Common" and, together with the Series B Preferred and the
Class A Common Stock (the "Shares"), and (iv) stock purchase warrants of the
Company (the "Warrants") exercisable for 257,334.62 shares of Class B Common, as
adjusted pursuant to the terms of the Warrants.
WHEREAS, Transferor desires to transfer such Shares and Warrants to
Transferee (the "Transfer"), and Transferee desires to acquire such Shares and
Warrants from Transferor pursuant to the terms and conditions of this Agreement.
WHEREAS, Transferee is an Affiliate (as defined in the Stockholders
Agreement, dated June 16, 1997, by and among the Company and certain other
parties thereto (the "Stockholders Agreement"), of the Transferor, and the
Transfer is, therefore, an permitted Transfer pursuant to Section 4(c)(iii) of
the Stockholders Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Transfer of Transferred Stock. Transferor hereby agrees to
transfer and assign to Transferee, and Transferee agrees to acquire from
Transferor, all of Transferor's right, title and interest in and to the Shares.
2. Transfer of Transferred Warrants. Transferor hereby agrees to
transfer and assign to Transferee, and Transferee agrees to acquire from
Transferor, all of Transferor's right, title and interest in and to the
Warrants.
3. Securities Purchase Agreement. Transferor hereby agrees to
assign, and Transferee hereby agrees to assume, 100% of the Transferor's rights
and obligations under the CVC Securities Purchase Agreement, dated as of June
16, 1997, by and between the Company and Citicorp Venture Capital, Ltd.
4. Representations and Warranties of Transferee. Transferee
represents and warrants to Transferor as follows: (a) Transferee is acquiring
the Shares for investment purposes and not with a view to the public sale or
distribution of any part thereof, and Transferee has no present intention of
selling, granting participation in, or otherwise distributing the Shares in
violation of any federal or state securities laws; (b) Transferee has been given
access to all information regarding the Company that it has requested from
Transferor; (c) Transferee is capable of evaluating and has
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evaluated the merits and risks of its purchase of the Shares and is able to bear
the economic risk of its investment in the Shares; and (d) Transferee
understands that the Shares have not been registered under the Securities Act of
1933 and that the sale provided for in this Agreement is exempt pursuant to
Sections 4(1) and 4(2) of the Act and that the reliance of Transferor on such
exemptions is predicated upon Transferee's representations set forth herein.
5. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.
* * * * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.
CITICORP VENTURE CAPITAL, LTD.
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By:
Its:
399 VENTURE PARTNERS, INC.
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By:
Its:
