EXHIBIT 1
Amendment No. 2, dated as of November 8, 1996 to Rights
Agreement, dated as of October 26, 1992 (the "Agreement") between
SYRATECH CORPORATION, a Delaware corporation (the "Company"), and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts corporation (the "Rights
Agent").
The Company and the Rights Agent have approved the within
amendments to the Agreement. Accordingly, in consideration of the
premises and the mutual agreements herein set forth, the parties hereby
agree as follows:
FIRST: Section 23 of the Agreement is hereby amended by
deleting the third, fourth and fifth sentences thereof (i.e., the final
three sentences) of paragraph (b) of Section 23 of the Agreement.
SECOND: Section 23 of the Agreement is hereby further amended
by adding thereto new paragraphs (c) and (d), reading as follows:
(c) Within ten (10) days after action by the Board ordering
redemption of the Rights, the Company shall give notice of such
redemption to the holders of the then outstanding Rights in one of
the following ways: (i) by mailing such notice to all such holders
at their last addresses as they appear upon the registry books of
the Rights Agent or, prior to the Separation Date, on the registry
books of the Transfer Agent for the Common Shares; or (ii) by
issuing (in the manner provided by Section 202.06 of the New York
Stock Exchange, Inc. Listed Company Manual) a press release
announcing such redemption and by causing the substance of such
announcement and a copy of the press release to be included in, and
filed by the Company as part of, a
Form 8-K Current Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
(d) Any notice that is mailed in the manner provided in
paragraph (b) of this Section 23 shall be deemed given, whether or
not the holder receives the notice. Any notice that is given by
issuing a press release announcing the redemption and by causing the
substance and text thereof to be included in a Current Report on
Form 8-K as provided in paragraph (b) of this Section 23 shall be
deemed given, whether or not the substance of the press release is
published in any newspaper, and whether or not the holder of Rights
is apprised of or sees such press release or a report thereof or
such Current Report on Form 8-K. Each notice of redemption given in
the manner provided in paragraph (c) of this Section 23 shall state
the method by which the payment of the Redemption Price will be
made.
THIRD: The amendments to the Agreement effected by this
Amendment No. 2 shall take effect at 5:00 P.M. Eastern Standard Time, on
November 8, 1996.
FOURTH: Except as set forth above, the provisions of the
Agreement shall be unchanged and shall remain in full force and effect.
FIFTH: This Amendment No. 2 may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same Amendment No. 2.
SIXTH: A facsimile-transmitted copy of a counterpart of this
Amendment No. 2, which has been manually executed by or on behalf of the
party
transmitting it, shall be deemed effective and the equivalent of
delivery of such manually executed counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first
above written.
SYRATECH CORPORATION
By /S/ XXXXXXX XXXXXXXX
Xxxxxxx Xxxxxxxx
Chairman, President and
Chief Executive Officer
STATE STREET BANK AND TRUST COMPANY
By /S/ XXXXXX XXXXXXXXX
