EXHIBIT 10.46
CONTRIBUTION AGREEMENT
This Contribution Agreement, is made and entered into as of May 16, 2001 (this
"Agreement"), between Atrium Corporation, a Delaware corporation (the "Company")
and Atrium Companies, Inc., a Delaware corporation ("Atrium").
WITNESSETH:
WHEREAS, (i) on the date hereof GE Private Placement Partners
II, a Limited Partnership, a Delaware limited partnership, and Xxxxxxx Capital,
LLC, a limited liability company, each subscribed for and purchased shares of
common stock of the Company in exchange for a payment of $3,500,000 and (ii) on
May 2, 2001 and on the date hereof Ardatrium L.L.C., a Delaware limited
liability company, subscribed for and purchased shares of common stock of the
Company in exchange for payments of $15,000 and $35,000, respectively, for an
aggregate amount of $7,050,000 (the "Cash Amount");
WHEREAS, Atrium is a wholly owned subsidiary of the Company
and the Company wishes to contribute the Cash Amount to Atrium (the
"Contribution")
NOW, THEREFORE, in consideration of the mutual agreements and
benefits to accrue to the Company and Atrium and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows
1. Contribution. Effective as of the date hereof, the Company hereby
contributes, transfers and assigns to Atrium all of its right title and interest
to the Cash Amount.
2. Further Assurances. The parties hereto, will, upon reasonable
request of any other party hereto, execute and deliver any additional
certificates, instruments and documents necessary or desirable to complete the
transactions described herein.
3. Miscellaneous.
(i) Governing Law. This Agreement shall be governed by, and
enforceable in accordance with, the laws of the State of New York,
without reference to principles of conflict of laws.
(ii) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
each of the parties hereto as of the date first above written.
ATRIUM CORPORATION
By
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Name:
Title:
ATRIUM COMPANIES, INC.
By
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Name:
Title:
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