Exhibit 2.4
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 2, dated as of October 20, 1999, to the
AGREEMENT AND PLAN OF MERGER, dated as of August 2, 1999, as amended (the
"AGREEMENT"), by and among CCPC Acquisition Corp., a Delaware corporation
("PARENT"), GHC Acquisition Corp., a Delaware corporation ("NEWCO") and General
Housewares Corp., a Delaware corporation (the "COMPANY").
WHEREAS, the parties hereto desire to amend Exhibit A and
Schedule 6.7(b) of the Agreement;
WHEREAS, Section 9.3 of the Agreement provides in relevant
part that the parties may modify or amend the Agreement, by written agreement
executed and delivered by duly authorized officers of the parties thereto;.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereby agree as follows:
1. Unless the context otherwise requires, references in the
Agreement to "this Agreement" shall be deemed to be references to the Agreement,
as amended by Amendment No. 1, dated as of August 24, 1999, and by this
Amendment No. 2.
2. EXHIBIT A. Exhibit A of the Agreement shall be amended by
deleting such Exhibit A in its entirety and inserting in lieu thereof Exhibit A
attached hereto.
3. SCHEDULE 6.7(B). Schedule 6.7(b) is hereby amended by
adding on the line following the words "Letter Agreement - Xxxxx Xxxxxxx" the
words "Letter Agreement - Xxxxxxx Xxxxx."
4. REMAINDER OF AGREEMENT UNAFFECTED. Except as specifically
set forth in this Amendment No. 2, the Agreement shall remain in full force and
effect and no other provision thereof shall be deemed modified by this Amendment
No. 2.
5. GOVERNING LAW. This Amendment No. 2 shall be governed and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflicts of law thereof.
6. COUNTERPARTS. This Amendment No. 2 may be executed in any
number of counterparts, all of which shall be considered one and the same
agreement, it being understood that all parties need not sign the same
counterpart.
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IN WITNESS WHEREOF, Parent, Newco and the Company have caused
this Amendment No. 2 to be signed by their respective officers thereunto duly
authorized as of the date first written above.
GENERAL HOUSEWARES CORP.
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: President and CEO
CCPC ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
GHC ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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Exhibit A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF GENERAL HOUSEWARES CORP.
FIRST: The name of the corporation is General Housewares
Corp. (hereinafter called the "Corporation").
SECOND: The registered office and registered agent of the
Corporation is The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of stock that the
Corporation is authorized to issue is 1,000 shares of Common Stock, par value
$0.01 each.
FIFTH: The Corporation shall indemnify each officer and
director of the Corporation to the fullest extent permitted by applicable law,
except as may be otherwise provided in the Corporation's By-Laws, and in
furtherance hereof the Board of Directors is expressly authorized to amend the
Corporation's By-Laws from time to time to give full effect hereto,
notwithstanding possible self-interest of the Directors in the action being
taken. The modification or repeal of this ARTICLE SIXTH shall not adversely
affect the right to indemnification of any officer or director hereunder with
respect to any act or omission occurring prior to such modification or repeal.
SIXTH: A Director of this Corporation shall under no
circumstances have any personal liability to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a Director except for those
specific breaches and acts or omissions with respect to which the Delaware
General Corporation Law expressly provides that this provision shall not
eliminate or limit such personal liability of Directors. The modification or
repeal of this ARTICLE SEVENTH shall not affect the restriction hereunder of a
Director's personal liability for any breach or act or omission occurring prior
to such modification or repeal.
SEVENTH: The Board of Directors of the Corporation, acting by
majority vote, may alter, amend or repeal the By-Laws of the Corporation.
