Exhibit 10-1
AMENDMENT NO. 1
To
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 1 dated as of July 31, 1997 is made by SYRATECH
CORPORATION, a Delaware corporation, XXXXX MANUFACTURING COMPANY, a Delaware
corporation, XXXXXXX XXXXXXXX ASSOCIATES, INC., a Massachusetts corporation,
XXXXXXX INTERNATIONAL SILVERSMITHS, INC., a Delaware corporation, SYRATECH
HOLDING CORPORATION, an Arkansas corporation, XXXXX INDUSTRIES, INC. a North
Carolina corporation, ROCHARD, INC., a New York corporation, HOLIDAY PRODUCTS,
INC., a North Carolina corporation, FARBERWARE INC., a Delaware corporation,
XXXXXXXXX, INC., a Delaware corporation, the financial institutions parties
hereto from time to time as Lenders, and NATIONSBANK, N.A. (formerly named
NATIONSBANK, N.A. (SOUTH), a national banking association ("NATIONSBANK"), as
administrative agent for the Lenders (the "Administrative Agent").
Preliminary Statements
The Borrowers, the Lenders and the Administrative Agent are parties to
a Loan and Security Agreement dated as of April 16, 1997 (said Agreement, the
"Loan Agreement"; terms defined therein and not otherwise defined herein being
used herein as therein defined).
The Borrowers have requested that certain provisions of the Loan
Agreement be corrected or clarified and the Lenders and the Administrative Agent
have agreed to amend the Loan Agreement as hereinafter set forth, upon and
subject to all of the terms, conditions and provisions hereof.
NOW, THEREFORE, in consideration of the Loan Agreement, the Loans made
by the Lenders and outstanding thereunder, the mutual promises hereinafter set
forth and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.Amendments to Loan Agreement. The Loan Agreement is hereby
amended, effective as of the Effective Date, subject to the provisions of
Section 2, by
(a) amending Section 1.1 Definitions by
(i) amending the definition "Xxx Affiliates" in its entirety
to read as follows:
Xxx Affiliates means Xxx, Xxxxxx X. Xxx Equity Fund III, L.P.,
Xxxxxx X. Xxx Foreign Fund III, L.P., THC Co-Investors III-A,
LLC, THL Co-Investors III-B, LLC and any individual who is, at
the date of determination, an employee of Xxx.
(ii)amending the definition "Letter of Credit" in its entirety
to read as follows:
Letter of Credit means any letter of credit issued (a) for the
account of a Borrower by any Lender and outstanding on the
Effective Date pursuant to a Reimbursement Agreement
satisfactory to the Administrative Agent or (b) by NationsBank
pursuant to the Master L/C Agreement or Article 3.
(iii) amending the definition "Permitted Guaranties" in its
entirety to read as follows:
Permitted Guaranties means (i) any Guaranty by one Borrower of
Indebtedness of any other Borrower incurred in the ordinary
course of business of such other Borrower, and (ii) Guaranties
arising out of the endorsement of negotiable instruments for
deposit or collection, the issuance of Letters of Credit for
the account of Syratech Hong Kong pursuant to the terms of the
Master L/C Agreement, and similar transactions in the ordinary
course of business.
(b) amending clause (iii)(A) of Section 12.1(m) thereof in its entirety
to read as follows:
(A) Xxx Affiliates shall have ceased to control (including by
a proxy granted to them or any of them by the registered owner
thereof or other voting agreement satisfactory to the
Administrative Agent in its reasonable business judgment), at
least a majority of the outstanding voting stock of Syratech
or
Section 2. Effectiveness of Amendment. This Amendment shall become
effective as of April 16, 1997, the Effective Date, on the date (the "Amendment
Effective Date") on which the Administrative Agent shall have received each of
the following documents (in sufficient copies for each Lender):
(a) this Amendment duly executed and delivered by each Borrower and the
Required Lenders,
2
(b) a certificate of the Secretary of each Borrower having attached
thereto the articles or certificate of incorporation and bylaws of such Borrower
as in effect on the Amendment Effective Date attached thereto (or containing the
certification of such Secretary that no amendment or modification of such
articles or certificate or bylaws has become effective since the last date on
which such documents were delivered to the Administrative Agent pursuant to the
Loan Agreement), and to the further effect that the incumbency certificate and
corporate action delivered in connection with the occurrence of the Effective
Date remain in effect, unchanged,
(c) a certificate of the President or Financial Officer of Syratech to
the effect that
(i) the representations and warranties of the Borrowers
contained in the Loan Documents are true and correct in all material
respects on and as of the Amendment Effective Date as if made on and as
of such date, and
(ii) no Default or Event of Default has occurred and is
continuing,
and such statements shall be true, and
(d) such other documents, certificates and instruments in connection
with the effectiveness of this Amendment as the Administrative Agent or any
Lender may reasonably request.
Section 3. Effect of Amendment. From and after the effectiveness of
this Amendment, all references in the Loan Agreement and in any other Loan
Document to "this Agreement," "the Loan Agreement," "hereunder," "hereof" and
words of like import referring to the Loan Agreement, shall mean and be
references to the Loan Agreement as amended by this Amendment. Except as
expressly amended hereby, the Loan Agreement and all terms, conditions and
provisions thereof remain in full force and effect and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
Section 4. Counterpart Execution; Governing Law.
(a) Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
(b) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWERS:
SYRATECH CORPORATION
By: /s/ E. Xxxxx Xxxxxxxx
------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President
XXXXX MANUFACTURING COMPANY
By: /s/ E. Xxxxx Xxxxxxxx
------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President
XXXXXXX XXXXXXXX ASSOCIATES,
INC.
By: /s/ E. Xxxxx Xxxxxxxx
------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President
XXXXXXX INTERNATIONAL
SILVERSMITHS, INC.
By: /s/ E. Xxxxx Xxxxxxxx
------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President
SYRATECH HOLDING CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
4
XXXXX INDUSTRIES, INC.
By: /s/ E. Xxxxx Xxxxxxxx
-------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President
ROCHARD, INC.
By: /s/ E. Xxxxx Xxxxxxxx
-------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President/Treasurer
HOLIDAY PRODUCTS, INC.
By: /s/ E. Xxxxx Xxxxxxxx
-------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President/Treasurer
FARBERWARE INC.
By: /s/ E. Xxxxx Xxxxxxxx
-------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President
XXXXXXXXX, INC.
By: /s/ E. Xxxxx Xxxxxxxx
-------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Chief Financial Officer/
Vice President
ADMINISTRATIVE AGENT:
NATIONSBANK, N.A. (f/k/a NationsBank,
N.A. (South)
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
5
LENDERS:
NATIONSBANK, N.A. (f/k/a NationsBank,
N.A.
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: First Vice President
BANKBOSTON, N.A. (f/k/a The First
National Bank of Boston
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Vice President
6
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
SANWA BUSINESS CREDIT
CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
7
