0001104659-05-003753 Sample Contracts

SECOND AMENDMENT TO FORBEARANCE AGREEMENT
Forbearance Agreement • February 2nd, 2005 • Syratech Corp • Jewelry, silverware & plated ware • Georgia

THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Second Amendment”) is made and entered into as of the 31st day of January, 2005, by and among Syratech Corporation, a Delaware corporation (the “Borrower”), the Lenders whose signatures appear on the signature pages hereof (the “Lenders”), and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”).

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FORM OF SECOND AMENDMENT TO LOCK-UP AGREEMENT
Lock-Up Agreement • February 2nd, 2005 • Syratech Corp • Jewelry, silverware & plated ware

THIS SECOND AMENDMENT TO LOCK-UP AGREEMENT, dated as of January 31, 2005 (this “Second Amendment”) is by and among SYRATECH CORPORATION and each of its Subsidiaries (collectively, the “Company”); and the Noteholders party hereto (the “Noteholders’).

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