Exhibit 2.6
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT, dated as of October 21, 1999 (this
"AGREEMENT"), between CCPC Acquisition Corp., a Delaware corporation ("CCPC
ACQUISITION") and CCPC Holding Company, Inc., a Delaware corporation ("CCPC
HOLDING").
W I T N E S S T H
WHEREAS, CCPC Acquisition owns 100% of the issued and
outstanding shares, par value $0.01 (the "GHC ACQUISITION SHARES"), of GHC
Acquisition Corp., a Delaware corporation;
WHEREAS, the Board of Directors of CCPC Acquisition has deemed
it advisable and to the advantage of CCPC Acquisition that CCPC Acquisition
contribute the GHC Acquisition Shares to CCPC Holding;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. CAPITAL CONTRIBUTION. CCPC Acquisition hereby contributes
to CCPC Holding the GHC Acquisition Shares. CCPC Holding acknowledges receipt of
the GHC Acquisition Shares and agrees to assume and hold CCPC acquisition
harmless from all obligations in connection with the GHC Acquisition Shares and
the obligations of CCPC Acquisition under the Agreement and Plan of Merger,
dated as of August 2, 1999, as amended, among General Housewares Corp., a
Delaware corporation, CCPC Acquisition and GHC Acquisition Corp., a Delaware
corporation.
2. GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the state of New York.
3. COUNTERPARTS. This Agreement may be executed in any number
of counterparts by the parties hereto, and all of said counterparts when taken
together shall be deemed to constitute one and the same instrument, it being
understood that all the parties need not sign the same counterpart.
[Remainder of page intentionally left blank.]
2
IN WITNESS WHEREOF, each of the undersigned has caused this
Capital Contribution Agreement to be duly executed and delivered by its duly
authorized officer as of the day and year first above written.
CCPC ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
CCPC HOLDING COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: President
