EXHIBIT 10.1




[EXECUTION

COPY]




 




AMENDMENT NO. 8 AND WAIVER




to




LOAN AND SECURITY AGREEMENT




 




 




THIS AMENDMENT

NO. 8 AND WAIVER dated as of November 12, 2002 (this “Amendment”) is made by

SYRATECH CORPORATION, a Delaware corporation, TOWLE MANUFACTURING COMPANY, a

Delaware corporation, LEONARD FLORENCE ASSOCIATES, INC., a Massachusetts

corporation, WALLACE INTERNATIONAL SILVERSMITHS, INC., a Delaware corporation,

RAUCH INDUSTRIES, INC., a North Carolina corporation, ROCHARD, INC., a New York

corporation, HOLIDAY PRODUCTS, INC., a North Carolina corporation, FARBERWARE

INC., a Delaware corporation, SILVESTRI, INC., a Delaware corporation, each

financial institution identified as a “Lender” (the “Lenders”) on the signature

pages hereof and BANK OF AMERICA, N.A., a national banking association, as

administrative agent for the Lenders (the “Administrative Agent”).




 




Preliminary Statements




 




The Borrowers, the Lenders party thereto from time to time, and the

Administrative Agent are parties to the Loan and Security Agreement dated as of

April 16, 1997, as amended by Amendment No. 1 dated as of July 31, 1997,

Amendment No. 2 dated as of December 31, 1997, Amendment No. 3 dated as of

March 30, 1998, Amendment No. 4 and Consent dated as of March 26, 1999,

Amendment No. 5 dated as of March 26, 2001. Amendment No. 6 dated as of August

13, 2001 and Amendment No. 7 dated as of March 22, 2002 (as so amended, the

“Loan Agreement”; terms defined in the Loan Agreement and not otherwise defined

herein being used herein as therein defined).




 




The Borrowers have requested that the Administrative Agent and the

Lenders waive certain provisions of the Loan Agreement and the Lenders and the

Administrative Agent have agreed to do so, all 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.                                            Amendment

to Loan Agreement.  The Loan

Agreement is hereby amended, subject to the provisions of Section 3 of this

Amendment, by:




 




(a)                                  amending Section 1.1 Definitions

thereof by amending the definition “Revolving Credit Facility” in its entirety

to read as follows:




 




Revolving Credit Facility means the principal sum of $95,000,000,

as the same may be reduced from time to time pursuant to the provisions of Section 2.5.




 




(b)                                 amending

Section 11.5 Capital Expenditures in its entirety to read as follows:




 




Section 11.5                                Capital

Expenditures. Make or incur any Capital Expenditures; provided, however,

that the Borrowers may make or incur Capital Expenditures in an aggregate

amount not to exceed $3,750,000 in the Fiscal Year ending December 31, 2002 and

$5,000,000 in any other Fiscal Year.




 





























 




(c)                                  amending

Section 11.4(n) Minimum Availability in its entirety to read as follows:




 




Section 11.14                          Minimum

Availability.  Permit Revolving

Credit Availability at any time to be less than $20,000,000, except that during

the period February 1 through March 31 of any year, Revolving Credit

Availability shall not be less than $25,000,000.




 




Section 2.                                            Waiver.  Subject to the provisions of Section 3, the

Lenders hereby waive compliance and the consequences of noncompliance by the

Borrowers with the provisions of Sections 11.1(b)(iii) and (iv) of the Loan

Agreement.




 




Section 3.                                            Effectiveness

of Amendment.  Section 1 shall

become effective on November 15, 2002 and Section 2 shall become effective as

of the date hereof on the first date (the “Amendment Effective Date”) on which

the Administrative Agent shall have received (a) from the Borrowers, a fee in

the amount of $118,750 in consideration of the waiver effected hereby, to be

shared ratably among the Lenders in accordance with their respective

Commitments as reflected on Annex A to the Loan Agreement, which fee shall be

fully earned when paid and not be subject to refund or rebate whatsoever, and

(b) each of the following, in form and substance satisfactory to the

Administrative Agent:




 




(i)                                     eight copies of this Amendment duly

executed and delivered by the Borrowers, the Required Lenders and the

Administrative Agent;




 




(ii)                                  a certificate of the secretary or other

Authorized Officer of each of the Borrowers having attached thereto the

organizational documents of such Borrower as in effect on the Amendment

Effective Date (or containing the certification of such secretary or Authorized

Officer that no amendment or modification of such organizational documents has

become effective since the last date on which such organizational documents

were delivered to the Administrative Agent pursuant to the Loan Agreement), all

corporate action, including shareholders’ approval, if necessary, taken by such

Borrower and/or its shareholders members to authorize the execution, delivery

and performance of this Amendment, and to the further effect that the

incumbency certificate last delivered to the Lenders under the Loan Agreement remains

in effect, unchanged;




 




(iii)                               a certificate of an Authorized Officer of

Syratech stating that, to the best of his knowledge and based on an examination

reasonably believed by him to be sufficient to enable him to make an informed

statement after giving effect to this Amendment,




 




(A)                              all of the representations and warranties

made or deemed to be made under the Loan Agreement are true and correct as of

the date hereof, and




 




(B)                                no Default or Event of Default has

occurred and is continuing as of the date hereof,


and the Administrative Agent shall be satisfied as to the truth and accuracy

thereof; and




 




(iv)                              such other documents and instruments as

any Lender, acting through the Administrative Agent, may reasonably request.




 




Section 4.                                            Representations and Warranties. 

Each of the Borrowers hereby makes the following representations and

warranties to the Administrative Agent and to each Lender, which

representations and warranties shall survive the delivery of this Amendment and

the making of additional Loans under the Loan Agreement as amended hereby:




 




(a)                                  Authorization of Agreements. 

Such Borrower has the right and power, and has taken all necessary

action to authorize it, to execute, deliver and perform this Amendment and each

other instrument and agreement contemplated hereby to which it is a party in

accordance with their respective terms. 

This Amendment and each other instrument and agreement contemplated

hereby to which it is a party have been




 




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duly executed and

delivered by the Authorized Officers of such Borrower and each is, or each when

executed and delivered in accordance with this Amendment will be, a legal,

valid and binding obligation of such Borrower, enforceable in accordance with

its terms.




 




(b)                                 Compliance of Agreements with Laws. 

The execution, delivery and performance of this Amendment and each other

instrument and agreement contemplated hereby to which such Borrower is a party

in accordance with their respective terms do not and will not, by the passage

of time, the giving of notice or otherwise,




 




(i)                                     require any Governmental Approval or

violate any Applicable Law relating to such Borrower or any Subsidiary of such

Borrower,




 




(ii)                                  conflict with, result in a breach of or

constitute a default under (A) the organizational documents of such Borrower or

any of its Subsidiaries, (B) any indenture, agreement or other instrument to

which such Borrower or any of its Subsidiaries is a party or by which any of

its property may be bound or (C) any Governmental Approval relating to such

Borrower or any of its Subsidiaries, or




 




(iii)                               result in or require the creation or imposition of any

Lien upon or with respect to any property now owned or hereafter acquired by

such Borrower or any of its Subsidiaries.




 




Section 5.                                            Expenses.  The Borrowers

agree to pay or reimburse on demand all costs and expenses, including, without

limitation, reasonable fees and disbursements of counsel, incurred by the

Administrative Agent in connection with the negotiation, preparation, execution

and delivery of this Amendment.




 




Section 6.                                            Effect of Amendment. 

From and after the Amendment Effective Date, 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 the Lender under any of

the Loan Documents, nor constitute a waiver of any provision of any of the Loan

Documents.




 




Section 7.                                            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.  Delivery of an executed signature page of

any party hereto by facsimile transmission shall be effective as delivery of a

manually executed counterpart thereof.




 




(b)                                 Governing Law. 

This Amendment shall be governed by and construed in accordance with the

laws of the State of Georgia without giving effect to the conflicts of laws

principles thereof.




 




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IN WITNESS WHEREOF, the

parties hereto have caused this Amendment to be executed by their duly

authorized officers in several counterparts all as of the day and year first written

above.




 




	

   


  	

  BORROWERS:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  SYRATECH CORPORATION


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gregory W. Hunt


  
	

   


  	

   


  	

  Name:  Gregory W. Hunt


  
	

   


  	

   


  	

  Title:    Senior Vice

  President, Chief Financial


  Officer and Treasurer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  TOWLE MANUFACTURING COMPANY


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gregory W. Hunt


  
	

   


  	

   


  	

  Name:  Gregory W. Hunt


  
	

   


  	

   


  	

  Title:    Senior Vice

  President, Chief Financial


  Officer and Treasurer


  
	

   


  	

   


  	

   


  
	

   


  	

  LEONARD FLORENCE ASSOCIATES, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ Gregory W. Hunt


  
	

   


  	

   


  	

  Name:  Gregory W. Hunt


  
	

   


  	

   


  	

  Title:    Senior Vice

  President, Chief Financial


  Officer and Treasurer


  
	

   


  	

   


  	

   


  
	

   


  	

  WALLACE INTERNATIONAL SILVERSMITHS, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ Gregory W. Hunt


  
	

   


  	

   


  	

  Name:  Gregory W. Hunt


  
	

   


  	

   


  	

  Title:    Senior Vice

  President, Chief Financial


  Officer and Treasurer


  
	

   


  	

   


  	

   


  
	

   


  	

  RAUCH INDUSTRIES, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gregory W. Hunt


  
	

   


  	

   


  	

  Name:  Gregory W. Hunt


  
	

   


  	

   


  	

  Title:    Senior Vice

  President, Chief Financial


  Officer and Treasurer


  
							





 




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  HOLIDAY PRODUCTS, INC.


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gregory W. Hunt


  
	

   


  	

   


  	

  Name:  Gregory W. Hunt


  
	

   


  	

   


  	

  Title:    Senior Vice

  President, Chief Financial


  Officer and Treasurer


  
	

   


  	

   


  	

   


  
	

   


  	

  ROCHARD, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Faye A. Florence


  
	

   


  	

   


  	

  Name:  Faye A. Florence


  
	

   


  	

   


  	

  Title:    Vice

  President, General Counsel and


  Secretary


  
	

   


  	

   


  	

   


  
	

   


  	

  FARBERWARE INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gregory W. Hunt


  
	

   


  	

   


  	

  Name:  Gregory W. Hunt


  
	

   


  	

   


  	

  Title:    Senior Vice

  President, Chief Financial


  Officer and Treasurer


  
	

   


  	

   


  
	

   


  	

  SILVESTRI, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gregory W. Hunt


  
	

   


  	

   


  	

  Name:  Gregory W. Hunt


  
	

   


  	

   


  	

  Title:    Senior Vice

  President, Chief Financial


  Officer and Treasurer


  
						





 




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  ADMINISTRATIVE AGENT:


  
	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Andrew A. Doherty


  
	

   


  	

   


  	

  Andrew A. Doherty


  Vice President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  LENDERS:


  
	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Andrew A. Doherty


  
	

   


  	

   


  	

  Andrew A. Doherty


  Vice President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  FLEET CAPITAL CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Matthew T. O’Keefe


  
	

   


  	

   


  	

  Name:  Matthew T. O’Keefe


  
	

   


  	

   


  	

  Title:    Senior Vice

  President


  
						





 




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  COMERICA BANK


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Timothy C. Griffin


  
	

   


  	

   


  	

  Name:  Timothy C. Griffin


  Title:    Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  PNC BANK, NATIONAL ASSOCIATION


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Tara-Clare Wilde


  
	

   


  	

   


  	

  Name: Tara-Clare Wilde


  Title:  Assistant Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CONGRESS FINANCIAL CORPORATION


  
	

   


  	

  (SOUTHERN)


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Morris P. Holloway


  
	

   


  	

   


  	

  Name: Morris P. Holloway


  
	

   


  	

   


  	

  Title: Senior Vice President


  
						





 




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