STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made
and entered into December 29, 1995, by and between SYRATECH
CORPORATION, a Delaware corporation ("Buyer"), and KATY
INVESTMENT COMPANY, a Delaware corporation ("Seller").
RECITALS:
a. Seller owns five hundred nine thousand two hundred
fifty-one (509,251) issued and outstanding shares (the
"Shares") of Buyer's $0.01 par value common stock.
B. Buyer desires to purchase from Seller, and Seller
desires to sell to Buyer, all of the Shares on the terms and
conditions contained in this Agreement.
NOW, THEREFORE Seller and Buyer, in consideration of the
mutual covenants and warranties contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, agree as follows:
ARTICLE I
PURCHASE AND SALE
Subject to the terms and conditions set forth herein, and
in reliance on the representations and warranties contained
herein, Buyer agrees to purchase from Seller, and Seller agrees
to sell to Buyer, the Shares.
ARTICLE II
PURCHASE PRICE: THE CLOSING
2.1 Purchase Price. The purchase price (The "Purchase
Price") for all of the Shares shall be Eight Million Six
Hundred Fifty-Seven Dollars ($8,657,267).
2.2 Closing and Closing Date. The transaction
contemplated hereby shall be consummated and closed on December
29, 1995, at 10:00 a.m. (the "Closing"). The date on which the
Closing occurs is the "Closing Date".
2.3 Seller's Obligations at Closing. At the Closing,
Seller shall deliver to buyer the following:
(a) Certificates evidencing the Shares duly endorsed
in blank or accompanied by duly executed stock powers; and
(b) Any other items required to be delivered by
Seller under the terms and provisions of this Agreement.
2.4 Buyer's Obligations at Closing. At the Closing,
Buyer shall deliver to Seller the following:
(a) The Purchase Price payable by delivery of
Buyer's non-interest bearing note due January 2, 1996; and
(b) Any other items to be delivery by Buyer under
the terms and provisions of this agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as follows:
3.1 Authority. Seller is a corporation duly organized,
validly existing and in good standing under the laws of
Delaware. Seller has all requisite corporate power and
authority to own, lease and operate its properties and to carry
on its business as now being conducted, and to enter into this
Agreement and to carry out the transactions contemplated
herein. The execution, delivery and performance of this
Agreement by Seller has been duly authorized by all necessary
corporate action. This Agreement has been duly and validly
executed and delivered by Seller and constitutes the legal,
valid and binding obligation of Seller enforceable against
Seller in accordance with its terms.
3.2 Seller's Ownership of Shares. Seller owns and has,
and at the Closing shall transfer to Buyer, good, marketable
and indefeasible title to the Shares, free and clear of all
liens, claims and encumbrances.
Each of the foregoing representations and warranties shall
be deemed remade by Seller to Buyer on the Closing Date.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
4.1 Authority. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of
Delaware, with all requisite corporate power and authority to
own, lease and operate its properties and to carry on its
business as now being conducted, and to enter into this
Agreement and to carry out the transactions contemplated
herein. The execution, delivery and performance of this
Agreement by Buyer has been duly authorized by all necessary
corporate action. This Agreement has been duly and validly
executed and delivered by Buyer and constitutes the legal,
valid and binding obligation of Buyer enforceable against Buyer
in accordance with its terms.
4.2 Securities. Buyer is acquiring the Shares for its
own account as principal, for investment, and not with a view
toward the sale or distribution thereof. Buyer has sufficient
knowledge and experience in financial and business matters to
enable it to evaluate the risks of investment in the shares and
has the ability to bear the economic risks of such investment.
Each of the foregoing representations and warranties shall
be deemed remade by Buyer to Seller on the Closing Date.
ARTICLE V
INDEMNIFICATION
5.1 Indemnity Obligation of Seller. Seller shall
indemnify, defend and hold Buyer harmless against and in
respect of all claims, demands, losses and expenses, including
interest, penalties and reasonable attorneys' fees and
expenses, which arise, result from or relate to any inaccuracy,
misrepresentation, breach or failure by Seller to perform any
of its representations, warranties, covenants or agreements
under or pursuant to this Agreement.
5.2 Indemnity Obligation to Buyer. Buyer shall
indemnify, defend and hold Seller harmless against and in
respect of all claims, demands, losses and expenses, including
interest, penalties and reasonable attorneys' fees and
expenses, which arise, result from or relate to any inaccuracy,
misrepresentation, breach or failure by Buyer to perform any of
its representations, warranties, covenants or agreements under
or pursuant to this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Choice of Law. This Agreement and all documents
executed and delivered hereunder shall be deemed to be
contracts under the laws of Delaware, and for all purposes
shall be construed in accordance with such laws.
6.2 Further Assurances. From time to time after the
Closing, at Buyer's request and without further consideration
therefor, Seller shall perform, execute and deliver all such
further acts, assignments and assurances as may reasonably be
required for the more effective assigning, granting and selling
of the Shares transferred or to be transferred pursuant to this
Agreement, and as may be appropriate to carry out the
transactions contemplated hereby.
6.3 Headings. The headings in this Agreement are for the
purpose of reference only and shall not limit, enlarge or
otherwise affect any terms or provision of this Agreement.
6.4 Severability. If any provision of this Agreement
shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining
provisions shall not, in any way, be affected or impaired
thereby.
6.5 Survival of Representations. All representations,
warranties, covenants and agreements hereunder shall survive
the Closing.
6.6 Entire Agreement. This instrument sets forth the
entire agreement between the parties with respect to the
subject matter of this Agreement. All negotiations relative to
the matters contemplated by this Agreement are merged herein.
6.7 Waiver. No provision of this Agreement shall be
altered, amended, revoked or waived except by an instrument in
writing signed by the party sought to be charged.
6.8 Biding Effect. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
IN WITNESS WHEREOF, the parties have made and delivered
this Agreement as of the date first above written.
SELLER: BUYER:
KATY INVESTMENT COMPANY SYRATECH CORPORATION
By:___________________________ By:__________________________
Name:_____________________ Name:____________________
Title:______________________
Title:_____________________