EXHIBIT 2.4
CAPITAL CONTRIBUTION AGREEMENT
CAPITAL CONTRIBUTION AGREEMENT (this "Agreement"), dated as of
November 26, 1997, by and between Xxx. Xxxxxx' Holding Company, Inc., a Delaware
corporation ("MFH"), and The Xxx.
Xxxxxx' Brand, Inc., a Delaware corporation ("Brand").
W I T N E S S E T H:
WHEREAS, MFH has acquired certain Series A Cumulative Preferred Stock (the
"Preferred Stock") of Brand;
WHEREAS, MFH desires to contribute the Preferred Stock, together with any
accrued but unpaid dividend (together, the "Capital Contribution"), to Brand as
a capital contribution; and
WHEREAS, the parties intend for the Capital Contribution to be a tax-free
capital contribution for federal income tax purposes.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein:
1 MFH does hereby make the Capital Contribution to the capital of
Brand.
2 Brand hereby accepts the Capital Contribution from MFH and
cancels the preferred stock so contributed.
This Agreement shall inure to the benefit of MFH and Brand and their
respective successors and assigns and shall be binding upon MFH and Brand and
their respective successors and assigns, effective immediately upon its
delivery. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to the conflict
of law rules thereof. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and both of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Capital
Contribution Agreement as of the day and year first above written.
XXX. XXXXXX' HOLDING COMPANY, INC.
By:___/s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
THE XXX. XXXXXX' BRAND, INC.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
