Exhibit 2.5
CONSENT AND WAIVER
CONSENT AND WAIVER, dated as of October 21, 1999 (this
"WAIVER") to the Agreement and Plan of Merger, dated as of August 2, 1999, as
amended (the "MERGER 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 Company has informed Parent that Xxxxxx Xxxxxxxx
owns 12,667 additional stock options (the "DISCLOSURE") which were not disclosed
to Parent at the time the Merger Agreement was signed;
WHEREAS, the Company has requested and Parent has agreed to
waive any and claims in connection with the Disclosure;
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows:
1. WAIVER. Parent hereby agrees to waive any and all claims
it may have under the Merger Agreement, including any claims of a breach of the
representation in Section 4.2 of the Merger Agreement, solely as a result of the
Disclosure.
2. CONSENT. Parent hereby consents to and approves of the
Company incurring up to an additional $22,000,000 of indebtedness under its
Credit Agreement, dated as of November 13, 1996, by and among the Company,
Xxxxxx Trust and Savings Bank, First National Bank of Chicago and The Northern
Trust Company. Parent further consents to and approves of the Company's use of a
portion of the additional indebtedness incurred under the Credit Agreement to
pay in full its outstanding indebtedness under its Note Agreement dated as of
November 15, 1994, as amended.
3. GOVERNING LAW. This Waiver shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
4. COUNTERPARTS. This Waiver may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
5. EFFECT ON THE MERGER AGREEMENT. The Merger Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all
respects. No waiver of any term or provision of Merger Agreement
2
contained in this Waiver shall be construed as a further or continuing waiver of
such term or provision or any other term or provision of the Merger Agreement.
6. BENEFIT AND BINDING EFFECT. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
7. ENTIRE AGREEMENT. This Agreement represents the entire
understanding and agreement among the parties with respect to the subject
matter hereof.
8. HEADINGS. The Section headings of this Waiver are for
convenience of reference only and do not form a part of this Agreement and do
not in any way modify, interpret or construe the intention of the parties.
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IN WITNESS WHEREOF, the parties have executed this Consent and
Waiver as of the date first written above.
CCPC ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
Acknowledged and agreed to by:
GHC ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
GENERAL HOUSEWARES CORP.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President and CEO
