Exhibit-10.69


 


 


CONSENT,
WAIVER AND AMENDMENT NO. 10


 


March 14, 2003


 


Syratech Corporation,


for itself and on behalf of the other Borrowers


party to the Loan Agreement referred to below


 


175 McClellan Highway


East Boston, Massachusetts 02128-9114


 


 


Attention:  Jim Callahan


 


Ladies and Gentlemen:


 


We refer to the Loan and Security Agreement dated as of April 16, 1997,
as amended to the date hereof (as so amended, the “Loan Agreement”) by and among 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, Syratech Holding
Corporation, an Arkansas 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, and
Silvestri, Inc., a Delaware corporation (collectively, the “Borrowers”), the financial
institutions parties thereto from time to time as the “Lenders,” and Bank of America,
N.A., a national banking association, as agent (the “Agent”) for the Lenders.  Unless otherwise defined herein, terms defined in the Loan
Agreement are used herein as therein defined.


 


The Borrowers have advised the Lenders and the Agent that Syratech Hong
Kong, a Subsidiary of Syratech, intends to enter into that certain Share Sale
Agreement dated on or about the date of this letter, in the form previously
provided to the Agent (the “Share Sale
Agreement”), with HLW 179 Limited (“Purchaser”), pursuant to which (i) Syratech Hong
Kong shall sell to Purchaser all of the issued share capital of C J Vander
Limited, a company organized under the laws of Great Britain (“Vander”), and (ii) Syratech
agrees to guarantee to the Purchaser the payment and performance of certain
obligations of Syratech Hong Kong contained in the Share Sale Agreement, all in
accordance with the terms contained in such Share Sale Agreement (Syratech’s
obligations under the Share Sale Agreement being hereinafter collectively
referred to as the “Syratech Vander
Guaranteed Obligations”).


 


The Borrowers have requested that the Lenders consent to the foregoing
transactions (collectively, the “CJ Vander
Transaction”) and waive compliance and the effects of
noncompliance by the Borrowers with the provisions of the Loan Agreement to the
extent the consummation of the CJ Vander Transaction would result in a
violation


 


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thereof, and the Lenders have agreed to grant such
consent, upon and subject to the conditions hereinafter set forth.


 


Effective as of the
“Amendment No. 10 Effective Date” (as hereinafter defined) of this Consent,
Waiver and Amendment No. 10 (the “Amendment
No. 10”), this Amendment No. 10 evidences the Lenders’ waiver of
compliance and the effects of noncompliance by the Borrowers with the
provisions of (a) Section 8.13 of the Loan Agreement in respect of the release
by the Agent and Lenders to Syratech Hong Kong of Pledged Securities of Vander,
(b) Section 11.3 of the Loan Agreement to permit Syratech to incur the Syratech
Vander Guaranteed Obligations, and (c) Section 11.7 of the Loan Agreement to
permit the sale of Vander shares to the Purchaser.


 


Effective automatically
as of the Amendment No. 10 Effective Date, the Loan Agreement is hereby amended
as follows:


 


1.                                      by amending Section 1.1 Definitions
by inserting therein, in appropriate alphabetical order, the following new
definitions:


 


“Syratech
Vander Guaranteed Obligations” means the obligations of Syratech under and pursuant
to the Vander Share Sale Agreement.


 


“Vander” means C J Vander Limited, a company
organized under the laws of Great Britain.


 


“Vander
Share Sale Agreement” means that certain Share Sale Agreement dated on or about March 14,
2003 by and among Syratech Hong Kong, Syratech and HLW 179 Limited concerning
the sale of the issued share capital of Vander to HLW 179 Limited.


 


2.                                    by further amending Section 1.1 Definitions
by amending the following definition 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, (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, and (iii) the Syratech
Vander Guaranteed Obligations.


 


This Amendment No. 10
shall be effective as of the first date (the “Amendment
No. 10 Effective Date”) on which all of the following have
occurred: (a) Agent shall have received three (3) copies of fully-executed
counterparts of each of the Share Sale Agreement and any other documents
evidencing or otherwise relating to the Syratech Vander Guaranteed Obligations,
in each case in the same form as previously delivered to Agent with only such
changes to such forms which do not adversely affect the interests of Agent or
the Lenders in the CJ Vander Transaction or under the Loan Agreement or


 


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under any of the other
Loan Documents; (b) the Completion (as defined in the Share Sale Agreement)
shall have occurred; and (c) Agent shall have received four (4) counterparts of
this Amendment No. 10 signed by all of the Borrowers, Agent and Lenders.


 


Borrowers hereby covenant
that (I) the final, fully-executed forms of the Share Sale Agreement and any
other documents relating to or concerning the Syratech Vander Guaranteed
Obligations shall be in the same form as previously provided to Agent with only
such changes to such forms which do not adversely affect the interests of Agent
or the Lenders in the CJ Vander Transaction or under the Loan Agreement or
under any of the other Loan Documents and (II) within five (5) Business Days
after Completion, Borrowers shall cause all proceeds received by Syratech Hong
Kong and any other Borrower under the Share Sale Agreement upon Completion (net
of closing costs) to be paid to Agent for application by Agent (A) against the
outstanding balance of Revolving Credit Loans, provided that no Event of
Default has occurred, and (B) if an Event of Default has occurred, as provided
by the Loan Agreement upon an Event of Default.  This Amendment No. 10 shall constitute a “Loan Document” under
and as defined in the Loan Agreement, and a breach of any term of this Amendment
No. 10 shall constitute an “Event of Default” under the Loan Agreement.


 


If the foregoing is satisfactory, please evidence (1) your acceptance
of the foregoing consents and agreements, (2) your agreement to furnish to the
Agent and the Lenders such additional information with respect to the CJ Vander
Transaction as any Lender through the Agent may reasonably request from time to
time, (3) your agreement not to amend any provision of the Share Sale
Agreement, the Hong Kong Trading Agreement, the Puerto Rico Trading Agreement
or any documents relating to or concerning the Syratech Vander Guaranteed
Obligations in any respect which may adversely affect the interests of the
Agent or the Lenders in the CJ Vander Transaction or under the Loan Agreement
or under any of the other Loan Documents, (4) your agreement to pay over to
Agent all proceeds received by Syratech Hong Kong and any other Borrower under
the Share Sale Agreement upon Completion (net of closing costs) for application
by Agent as provided in this Amendment No. 10, and (5) your further agreement
that, except as expressly modified hereby, the Loan Agreement and the other
Loan Documents remain in full force and effect and are hereby ratified and
confirmed, by signing the attached duplicate of this Amendment No. 10 in the
space provided and returning it to the Agent. 
This Amendment No. 10 is limited as written and does not constitute a
waiver or release by the Agent or any Lender of any provision of the Loan
Agreement or any right of the Agent or any Lender thereunder, except as
expressly set forth herein.


 


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  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A., as Agent and as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew A. Doherty

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Andrew A. Doherty

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FLEET CAPITAL CORPORATION,
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew T. O’Keefe

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Matthew T. O’Keefe

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CONGRESS FINANCIAL, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary S. Silvers

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Gary S. Silvers

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
																	



 


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Acknowledged and accepted


this 20th day of March 2003:


 


SYRATECH CORPORATION


 


	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
							



 


	
   

  	
  TOWLE MANUFACTURING COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
								



 


	
   

  	
  LEONARD FLORENCE ASSOCIATES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
								



 


	
   

  	
  WALLACE INTERNATIONAL SILVERSMITHS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
								



 


	
   

  	
  RAUCH INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
								



 


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  ROCHARD, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
								



 


	
   

  	
  HOLIDAY PRODUCTS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
								



 


	
   

  	
  FARBERWARE INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
								



 


	
   

  	
  SILVESTRI, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
								



 


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