Exhibit 10.1
CEG FUND
10 Kestrel Close, Ewshot,
Farnham, Surrey, GU10 5TW.UK
February 4, 2011
Casey Container Corp. 7255
E. San Alfredo Drive
Scottsdale, AZ 85258
Attention: Terry W. Neild
RE: CASEY CONTAINER INTERNATIONAL
Dear Mr. Neild:
This letter of intent (this "LETTER") sets forth the principal business
terms and conditions of the proposed business partnership (the "PARTNERSHIP")
pursuant to which Crown Endeavors Global Limited, (the "INVESTING PARTNERS"),
would partner with Casey Container Corp., a Nevada Corporation (the "THE
MANAGING PARTNER"), to create CASEY CONTAINER INTERNATIONAL and build bottling
preform manufacturing plants as defined in Exhibit A ("ASSET"). This Letter
neither constitutes a binding agreement to enter into the Partnership, nor a
legal obligation of any nature whatsoever on the part of the parties hereto,
except as set forth in Section 2.
SECTION 1. NON-BINDING UNDERSTANDINGS. The parties' present intentions as
set forth herein are subject to and conditioned upon the negotiation and
execution of a mutually acceptable, definitive agreement setting forth the final
terms of the Partnership and related documents and agreements (together, the
"DEFINITIVE AGREEMENT"), which may or may not contain such agreements,
representations, warranties, and covenants as are described in this Letter and
on Exhibit A, and other customary provisions.
SECTION 2. BINDING AGREEMENTS. Upon the execution of a counterpart of this
Letter by the parties hereto, the following paragraphs will constitute the
legally binding and enforceable agreement of each of them:
(A) Costs and Expenses. Whether or not a Definitive Agreement is
signed or the Partnership is consummated and except as may be set forth in
a Definitive Agreement, the Managing Partner will be solely responsible for
and bear the costs and expenses (including, without limitation, expenses of
legal counsel, accountants, financial advisors and other representatives
and advisors) incurred by the Managing Partner at any time in connection
with pursuing or consummating the Definitive Agreement and the transactions
contemplated thereby. The Investing Partners shall be solely responsible
for and bear the costs and expenses (including, without limitation,
expenses of legal counsel, accountants, financial advisors and other
representatives and advisors) incurred by the Investing Partners at any
time in connection with pursuing or consummating the Definitive Agreement
and the transactions contemplated thereby.
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(B) Termination. This Letter and all obligations of each of the
parties hereunder which do not specifically survive the termination of this
Letter shall terminate if a Definitive Agreement shall not have been
entered into for any reason by March 31, 2011, subject to extensions by
mutual agreement of the parties hereto; provided, however, that the
obligations, liabilities, and requirements of this Section 2 and remedies
of any party at law or in equity with respect to any breach of any
obligations, liabilities, and requirements contained in Section 2 hereof
shall survive the termination of this Letter for any reason.
(C) No Definitive Agreement. Except for the agreements contained in
this Section 2, (i) this Letter is intended to serve as a non-binding basis
for the parties hereto to proceed with further negotiations concerning the
transaction described herein, (ii) this Letter is not intended to be a
legally binding commitment by any of the parties hereto and is not a
commitment to enter into a Definitive Agreement relating to the Partnership
or any other transaction, and (iii) no agreement shall be deemed to exist
unless and until a Definitive Agreement is entered into by the parties
hereto.
(D) Time is of the Essence. Time is of the essence with respect to all
provisions of this Letter that specify a time for performance.
(E) Entire Understanding. This Letter embodies the entire
understanding of the parties hereto with respect to the transactions
contemplated herein and supersedes all prior written or oral understandings
or arrangements and commitments with respect thereto.
(F) Governing Law. This Letter and any controversy or claim arising
out of or relating to this Letter shall be governed by, interpreted and
construed in accordance with the laws of the State of Arizona, without
giving effect to the principles of conflicts of laws or any other principle
that could result in the application of the laws of any other jurisdiction.
All suits related to this Letter shall be brought in the courts of Maricopa
County, Arizona.
(G) Counterparts. This Letter may be executed by each of the parties
hereto on any number of separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
instrument. Delivery of an executed counterpart signature page to this
Letter in Portable Document Format (PDF) or by facsimile transmission shall
be as effective as delivery of a manually executed original counterpart
thereof.
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If the foregoing sets forth an acceptable basis for pursuing the
Partnership, please so indicate by executing a copy of this Letter and returning
it to the Investing Partners at the address specified at the top of this Letter.
We look forward to working with you to develop a transaction that will be
mutually satisfactory.
Very truly yours,
CEG FUND
By: /s/ Craig Huffman
--------------------------------
Name: Craig Huffman
Title: Vice President
ACCEPTED AND AGREED BY:
CASEY CONTAINER CORP.
By: /s/ Terry Neild
--------------------------------
Name: Terry Neild
Title: Chairman of the Board
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EXHIBIT A
Outline of Certain Terms and Conditions
The following reflects the understanding of the parties of the matters to
be discussed but does not constitute a complete statement of, or a legally
binding or enforceable agreement or commitment by, any of the parties with
respect to, such matters:
(1) DEFINITIVE AGREEMENT. The agreement between the Investing Partners and
the Managing Partner regarding the Partnership (the "DEFINITIVE AGREEMENT") will
substantially incorporate the following terms and will contain such other
representations, warranties, covenants, conditions on their obligations to
performance thereunder, and continuing rights to conduct due diligence reviews
with respect to compliance with such representations, warranties, covenants, and
conditions as are satisfactory to the parties and are of a nature consistent
with a transaction of this type and size:
(a) CASEY CONTAINER CORPORATION, the Managing Partner shall create the
Partnership company CASEY CONTAINER INTERNATIONAL.
(b) CASEY CONTAINER CORPORATION , the managing partner will joint venture
partner with the CEG FUND. CASEY CONTAINER CORPORATION will develop,
manage, & operate the Operations listed in (1) (c) below.
(c) The Investing Partners, CEG FUND will have majority ownership of CASEY
CONTAINER INTERNATIONAL and provide $65,504,400 in funding to the
following Operations:
OPERATION # 1
Libya - Bottle & Pre-form Operation $ 9,807,100
OPERATION # 2
Aruba - Bottling & Pre-form Operation $11,945,300
OPERATION # 3
Indonesia - Bottle & Pre-form Operation $ 7,938,000
OPERATION # 4
United States - Existing Veriplas Operation $12,000,000
(Little Rock, AK)
OPERATIONS # 5 THRU 7
Spain - Bottle & Pre-form Operation $ 7,938,000
India - Bottle & Pre-form Operation $ 7,938,000
Poland - Bottle & Pre-form Operation $ 7,938,000
(d) The Investing Partners understands two of the above facilities, namely
Indonesia and Aruba have customers ready to go, and therefore have to
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be the second and third facility built. The other three facilities,
namely Spain, India, and Poland will have locations to be decided.
Port & Shipping facilities in all locations are highly important.
(e) All Operations as defined above in (1) (c), and any additional
Operations of CASEY CONTAINER INTERNATIONAL shall exclusively use the
Managing Partner's biodegradable material in all pre-form
manufacturing.
(f) The Definitive Agreement will also contain: (i) customary and
appropriate representations, warranties, covenants and conditions; and
(ii) customary indemnification provisions.
(3) CONDITIONS PRECEDENT. The Closing of the Partnership shall be expressly
conditioned upon the following:
(a) The Investing Partner's completion of its due diligence to its sole
satisfaction;
(b) The Managing Partner's completion of its due diligence to its sole
satisfaction;
(c) Execution of the Definitive Agreement and all related agreements as
may be set forth in the Definitive Agreement;
(d) Approval by the Investing Partner's Board of Directors; (e) Approval
by the Managing Partner's Board of Directors; (f) Other reasonable
conditions or contingencies of the parties.
(4) CLOSING. The Closing of the Definitive Agreement shall occur on or
before March 31, 2011.
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