Exhibit-10.70


 


 


DATED                                 2003


 


 


SYRATECH (HK) LIMITED


 


HLW 179 LIMITED


 


SYRATECH CORPORATION


 


 


SHARE SALE


AGREEMENT


relating
to the sale and

purchase of the whole of the

issued share capital of C J

Vander Limited


 


 


Hartley Linfoot
& Whitlam


Solicitors


Princess House


122 Queen
Street


Sheffield


S1 2DW


 


Execution Copy


20 March 2003


 

















 


CONTENTS


 


	
  Description

  
	
   

  
	
  1

  	
  INTERPRETATION

  
	
   

  	
   

  
	
  2

  	
  AGREEMENT FOR SALE

  
	
   

  	
   

  
	
  3

  	
  PURCHASE CONSIDERATION

  
	
   

  	
   

  
	
  4

  	
  COMPLETION

  
	
   

  	
   

  
	
  5

  	
  WARRANTIES BY THE VENDOR

  
	
   

  	
   

  
	
  6

  	
  LIMITATIONS ON CLAIMS

  
	
   

  	
   

  
	
  7

  	
  NOTICE AND CONDUCT OF
  CLAIMS

  
	
   

  	
   

  
	
  8

  	
  PURCHASER WARRANTIES

  
	
   

  	
   

  
	
  9

  	
  RESTRICTIVE AGREEMENT

  
	
   

  	
   

  
	
  10

  	
  GUARANTEE

  
	
   

  	
   

  
	
  11

  	
  SET OFF

  
	
   

  	
   

  
	
  12

  	
  ACKNOWLEDGEMENT

  
	
   

  	
   

  
	
  13

  	
  COMMUNICATIONS

  
	
   

  	
   

  
	
  14

  	
  GENERAL

  
	
   

  	
   

  
	
  15

  	
  ENTIRE AGREEMENT

  
	
   

  	
   

  
	
  16

  	
  GOVERNING LAW AND
  JURISDICTION

  
	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  
	
   

  	
   

  
	
  DETAILS OF
  THE COMPANY AND ITS SUBSIDIARIES

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  
	
   

  	
   

  
	
  WARRANTIES

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  
	
   

  	
   

  
	
  Deed of Covenant

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 4

  	
   

  
	
   

  	
   

  
	
  PART 1

  	
   

  
			



 

















 


	
  PART 2

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 5

  	
   

  
	
   

  	
   

  
	
  LIST OF TOOLING

  	
   

  



 

















 


THIS AGREEMENT is
made
the                                           day
of                                  
2003


 


BETWEEN:


 


(1)                                  SYRATECH
HONG KONG LIMITED a company incorporated in Hong
Kong whose principal office is at Room 507, World Finance Centre, North Tower,
17 Canton Road, Tsimshatsui, Kowloon, Hong Kong (the “Vendor”);


 


(2)                                  HLW
179 LIMITED a company incorporated in England and
Wales (registered number 4605613) whose registered office is at Princess House,
122 Queen Street, Sheffield, S1 2DW (the “Purchaser”); and


 


(3)                                  SYRATECH
CORPORATION a Delaware corporation whose principal
office is at 175 McClellan Highway, East Boston, MA 02128-9114, USA (the
“Guarantor”).


 


INTRODUCTION


 


(A)                              The Vendor is the legal and beneficial owner of the whole of the
issued share capital of the Company;


 


(B)                                The Vendor has agreed to sell and the Purchaser has agreed to buy
the whole of the issued share capital of the Company on the terms and subject
to the conditions of this Agreement;


 


(C)                                The Guarantor has agreed in consideration for the Purchaser entering
into this Agreement, to guarantee the obligations of the Vendor to the
Purchaser under this Agreement in accordance with the terms set out in Clause
10.


 


WHEREBY IT IS AGREED as
follows:


 


1                                          INTERPRETATION


 


1.1                                 In
this Agreement the following words and expressions have the following meanings:


 


1

















 


	
  “Business Day”

  	
   

  	
  means any day other than a Saturday or
  Sunday on which banks are normally open for business in London and New York;

  
	
   

  	
   

  	
   

  
	
  “CA”

  	
   

  	
  means the Companies Act 1985;

  
	
   

  	
   

  	
   

  
	
  “C J Vander Trade Mark Licence”

  	
   

  	
  means the licence to be dated the date of
  this Agreement in the agreed form to use the trading name and trademark “C J
  Vander” to be entered into by the Guarantor and the Purchaser at Completion;

  
	
   

  	
   

  	
   

  
	
  “Claim”

  	
   

  	
  means a claim by the Purchaser for a
  breach of Warranty or a claim by the Purchaser pursuant to the Deed of
  Covenant;

  
	
   

  	
   

  	
   

  
	
  “Companies Acts”

  	
   

  	
  means the CA, the former Companies Acts
  (within the meaning of CA s 735(1)) and the Companies Act 1989;

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  means C J Vander Limited (company number:
  000763852), further details of which are set out in Schedule 1;

  
	
   

  	
   

  	
   

  
	
  “Completion”

  	
   

  	
  means completion of the sale and purchase
  of the Shares in accordance with Clause 4;

  
	
   

  	
   

  	
   

  
	
  “Completion Payment”

  	
   

  	
  means the repayment of US$3,000,000 of
  Inter Company Debt by the Company in accordance with Clause 4.6.2;

  
	
   

  	
   

  	
   

  
	
  “Deed of Covenant”

  	
   

  	
  means a deed to be dated the date of this
  Agreement in the form set out in Schedule 3 and to be entered into by the
  Vendor and the Purchaser in respect of Taxation;

  



 


2

















 


	
  “Deferred Payment”

  	
   

  	
  means the payment of US$250,000 of Inter
  Company Debt by the Company in accordance with Clause 4.6.2;

  
	
   

  	
   

  	
   

  
	
  “Deferred Payment Date”

  	
   

  	
  means the date being the fifth
  anniversary of the date of this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Group”

  	
   

  	
  means the Company and each Subsidiary;

  
	
   

  	
   

  	
   

  
	
  “GBP”

  	
   

  	
  means the lawful currency of the United
  Kingdom;

  
	
   

  	
   

  	
   

  
	
  “holding company” and “subsidiary”

  	
   

  	
  means holding company and subsidiary
  respectively as defined in sections 736 and 736A of the CA;

  
	
   

  	
   

  	
   

  
	
  “Hong Kong Trading Agreement”

  	
   

  	
  means the agreement to be dated the date
  of this Agreement in the agreed form to be entered into by the Vendor and
  ISCL in respect of the sourcing of goods to the Company from Hong Kong;

  
	
   

  	
   

  	
   

  
	
  “ICTA”

  	
   

  	
  means the Income and Corporation Taxes
  Act 1988;

  
	
   

  	
   

  	
   

  
	
  “International Silver Company Trade Mark
  Licence”

  	
   

  	
  means the licence to be dated the date of
  this Agreement in the agreed form to use the trading name and trade mark
  “International Silver Company” to be entered into by the Guarantor and the
  Purchaser at Completion;

  
	
   

  	
   

  	
   

  
	
  “ISCL”

  	
   

  	
  means International Silver Company
  Limited (CRN: 03768277) being a wholly owned subsidiary of the Company;

  
	
   

  	
   

  	
   

  
	
  “Inter-Company Debt”

  	
   

  	
  means without limitation any and all
  debts, liabilities (whether actual, contingent or prospective), and obligations
  howsoever arising owed by the Company or any Subsidiary to the Vendor or any
  member of the Vendor’s Group;

  



 


3

















 


	
  “Last Accounts”

  	
   

  	
  means the audited balance sheet and
  audited profit and loss account of the Company for the 12 month period ended
  on the Last Accounts Date, including the auditors, and directors’ report and
  notes thereon;

  
	
   

  	
   

  	
   

  
	
  “Last Accounts Date”

  	
   

  	
  means 31 December 2002 (being the date to
  which the Last Accounts have been prepared);

  
	
   

  	
   

  	
   

  
	
  “Properties”

  	
   

  	
  means each of the properties listed in
  Schedule 4 and “Property” means any one of them;

  
	
   

  	
   

  	
   

  
	
  “Puerto Rico Trading Agreement”

  	
   

  	
  means the supply agreement to be dated
  the date of this Agreement in the agreed form to be entered into by the
  Company and Wallace International de Puerto Rico in respect of the supply of
  goods to the Company from Puerto Rico;

  
	
   

  	
   

  	
   

  
	
  “Purchaser’s Group”

  	
   

  	
  means the Purchaser, any subsidiary of
  the Purchaser, any holding company of the Purchaser, and any subsidiary of
  the holding company of the Purchaser from time to time (and for the avoidance
  of doubt, includes the Company and all the Subsidiaries after Completion);

  
	
   

  	
   

  	
   

  
	
  “Purchaser’s Solicitors”

  	
   

  	
  means Hartley Linfoot & Whitlam of
  Princess House, 122 Queen Street, Sheffield S1 2DW;

  
	
   

  	
   

  	
   

  
	
  “Security Interest”

  	
   

  	
  means any mortgage, charge, assignment or
  assignation by way of security, guarantee, indemnity, debenture,
  hypothecation, pledge, declaration of trust, lien, right of set off or
  combination of accounts, or any encumbrance or other security interest
  whatsoever, howsoever created or arising and whether monetary or not;

  



 


4

















 


	
  “Set-Off Claim”

  	
   

  	
  means a Claim which may be set off in
  accordance with Clause 11 by the Purchaser against its liability to pay the
  Deferred Payment.

  
	
   

  	
   

  	
   

  
	
  “Shares”

  	
   

  	
  means the 172,489 fully paid and issued
  Ordinary Shares of £1 each of the Company, comprising the whole of the
  allotted and issued share capital of the Company;

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  means a subsidiary of the Company listed
  in Schedule 1 and “Subsidiaries” means all such subsidiaries;

  
	
   

  	
   

  	
   

  
	
  “Taxation”

  	
   

  	
  means all forms of taxation, duties,
  imposts and levies, whatsoever or wherever or whenever imposed;

  
	
   

  	
   

  	
   

  
	
  “Trade Name Assignment”

  	
   

  	
  means an assignment to be entered into on
  Completion in the agreed form between (1) the Vendor and the Guarantor and
  (2) the Purchaser under which the Vendor and the Guarantor will assign to the
  Purchaser all such rights which the Vendor and/or the Guarantor and/or any
  member of the Vendor’s Group may have to use the name “Roberts & Belk”
  whether or not such rights are registered or registerable;

  
	
   

  	
   

  	
   

  
	
  “US$”

  	
   

  	
  means the lawful currency of the United
  States of America;

  
	
   

  	
   

  	
   

  
	
  “Vendor’s Group”

  	
   

  	
  means the Vendor, any subsidiary of the
  Vendor, any holding company of the Vendor, and any subsidiary of the holding
  company of the Vendor from time to time (but for the avoidance of doubt shall
  not include the Company or any Subsidiary);

  



 


5

















 


	
  “Warranties”

  	
   

  	
  means the warranties given by the Vendor
  pursuant to Clause 5 and Schedule 2.

  



 


1.2                                 All
references in this Agreement to a statutory provision shall be construed as
including references to:


 


1.2.1                                  any
statutory modification, consolidation re-enactment (whether before or after the
date of this Agreement) for the time being in force;


 


1.2.2                                  all
statutory instruments or orders made pursuant to a statutory provision; and


 


1.2.3                                  any
statutory provisions of which a statutory provision is a consolidation, re-enactment
or modification.


 


1.3                                 A
reference in this Agreement to FRS shall be a reference to a statement of
standard accounting practice issued or adopted by the Accounting Standards
Board Limited.


 


1.4                                 Clause
headings in this Agreement are for ease of reference only and do not affect the
construction of any provision.


 


1.5                                 A
reference to a “person” includes an individual, body corporate (wherever
incorporated), unincorporated association, trust or partnership (whether or not
having separate legal personality), government, state or agency of a state, or
two or more of the foregoing.


 


1.6                                 A
reference to a document in the “agreed form” is to that document in the form
agreed and initialled for the purposes of identification by or on behalf of the
parties.


 


1.7                                 A
reference to a Clause or Schedule is to a Clause or Schedule of this Agreement,
and references to this Agreement include the Schedules.


 


1.8                                 A
reference to a document is a reference to that document as amended or modified
from time to time in writing by the mutual consent of the parties.


 


6

















 


2                                          AGREEMENT FOR SALE


 


2.1                                 Subject
to the terms and conditions of this Agreement, the Vendor shall sell with full
title guarantee and free from all Security Interests and the Purchaser shall
purchase the Shares, with all rights attaching to them as at the date of this
Agreement and with effect from the date of this Agreement.


 


2.2                                 The
Vendor waives any restrictions on transfer (including pre-emption rights) which
may exist on Completion in relation to the Shares under the articles of
association of the Company or otherwise.


 


3                                          PURCHASE
CONSIDERATION


 


The
purchase consideration for the Shares shall be the sum of US $1.00.


 


4                                          COMPLETION


 


4.1                                 Completion
of the purchase of the Shares shall take place at the offices of the
Purchaser’s Solicitors or such other place as the parties may agree immediately
after the execution and delivery of this Agreement.


 


4.2                                 At
Completion, the Vendor shall deliver to the Purchaser:


 


4.2.1                                  transfers
duly completed and signed by the Vendor and all nominee Shareholders in favour
of the Purchaser or as it may direct of the Shares together with the relative
share certificates;


 


4.2.2                                  the
Deed of Covenant duly executed by the Vendor;


 


4.2.3                                  resignation
letters in the agreed form signed by each director and the secretary of the
Company and each Subsidiary acknowledging that each has no claim against the
Company or the relevant Subsidiary on any grounds whatsoever;


 


4.2.4                                  a
copy of a letter of resignation in the agreed form of the existing auditors of
the Company and each of the Subsidiaries confirming that they have no
outstanding claims of any kind and containing a


 


7

















 


statement
under CA s 394(1) that there are no such circumstances as are mentioned in that
section;


 


4.2.5                                  the
Trade Name Assignment duly executed by the Vendor and the Guarantor;


 


4.2.6                                  a
counterpart of the Hong Kong Trading Agreement duly executed by the Vendor;


 


4.2.7                                  a
counterpart of the Puerto Rico Trading Agreement duly executed by Wallace
International de Puerto Rico;


 


4.2.8                                  a
counterpart of the C J Vander Trade Mark Licence duly executed by the
Guarantor;


 


4.2.9                                  a
counterpart of the ISCL Trade Mark Licence duly executed by the Guarantor.


 


4.3                                 At
Completion, to the extent that they are not already in the possession of the
Company, there shall be delivered or made available to the Purchaser:


 


4.3.1                                  the
seal and certificate of incorporation of the Company and each of the
Subsidiaries;


 


4.3.2                                  the
statutory books of the Company and each of the Subsidiaries, complete and
up-to-date;


 


4.3.3                                  the
title deeds relating to each of the Properties;


 


4.3.4                                  the
appropriate forms to amend the mandates given by the Company and each
Subsidiary to its bankers;


 


4.3.5                                  evidence
of the release and discharge of any Security Interest affecting the Company or
any Subsidiary (including without limitation the charges referred to in
Schedule 1)


 


4.4                                 At
Completion, the Vendor shall procure that the directors of the Company shall
hold a board meeting at which:


 


8

















 


4.4.1                                  such
persons as the Purchaser may nominate shall be appointed as directors;


 


4.4.2                                  such
persons as the Purchaser may nominate shall be appointed as the secretary and
auditors of the Company with effect from the close of the meeting;


 


4.4.3                                  the
transfers of the Shares referred to in Clause 4.2.1 shall be approved for
registration in the Company’s books (subject to stamping);


 


4.4.4                                  the
resignations referred to in Clauses 4.2.3 and 4.2.4 shall be tendered and
accepted so as to take effect from the close of the meeting;


 


4.4.5                                  the
Puerto Rico Trading Agreement and the Trade Mark Licence, both in the agreed
form, be approved and entered into by the Company; and


 


4.4.6                                  all
other documents and matters required to be entered into or approved by the
Company in connection with Completion are so approved.


 


4.5                                 At
Completion, the Vendor shall procure that the directors of each of the
Subsidiaries shall hold a board meeting at which:


 


4.5.1                                  such
persons as the Purchaser nominates be appointed as directors, secretary and
auditors of the Subsidiary with effect from Completion;


 


4.5.2                                  the
resignations of the directors, the secretary and the auditors of each
Subsidiary be tendered and accepted so as to take effect from Completion; and


 


4.5.3                                  in
the case of ISCL only, the Hong Kong Trading Agreement in the agreed form be
approved and entered into by ISCL.


 


4.6                                 At
Completion and following completion of the matters referred to in Clauses 4.2
to 4.5 the Purchaser shall:


 


9

















 


4.6.1                                  pay
to the Vendor the purchase consideration for the Shares as set out in Clause 3;
and


 


4.6.2                                  procure
the payment by the Company of the Completion Payment by reference to the
invoices listed in Part 1 of Schedule 4, issued by the relevant members of the
Vendor’s Group.


 


4.7                                 The
Purchaser covenants with the Vendor that on the Deferred Payment Date it will
procure the payment by the Company of the Deferred Payment by reference to the
invoices listed in Part 2 of Schedule 4, issued by the relevant members of the
Vendor’s Group, subject to any deductions lawfully made in accordance with
Clause 11, together with simple interest calculated thereon at a rate equal to
the base lending rate from time to time of The Royal Bank of Scotland plc to be
calculated from the date of this Agreement to the date of payment of the
Deferred Payment.


 


5                                          WARRANTIES BY THE VENDOR


 


5.1                                 The
Vendor warrants to the Purchaser that the Warranties are true and accurate at
the date of this Agreement.


 


5.2                                 The
Purchaser acknowledges that, save for the Warranties, it has not relied on any
other warranty or representation of the Vendor in entering into this Agreement.


 


5.3                                 The
Warranties are qualified by the actual knowledge of the Purchaser (which shall
be deemed to include the actual knowledge of Jim Porteous and Stephen Wilfin)
of any matter or thing which constitutes a breach of any Warranty, so that
Claims shall be limited and prevented to the extent of such actual knowledge.


 


5.4                                 Where
a Warranty is qualified by the expression “to the best of the knowledge,
information and belief of the Vendor” or “so far as the Vendor is aware”, or
any similar expression that reference shall be limited to the actual
knowledge   (without the need for any
independent investigation or verification by the Vendor) of the Vendor and the
Guarantor.


 


10

















 


5.5                                 Each
of the Warranties is without prejudice to any other warranty or undertaking
and, except where expressly stated, no Clause contained in this Agreement
governs or limits the extent or application of any other Clause.


 


5.6                                 In
relation to each of the Warranties (save Warranty numbers 1.1, 1.2, 1.3, 2.1
and 2.2) any reference to “the Company” shall be deemed to be a reference to
the Company and ISCL.   Accordingly,
each of the Warranties shall be given in respect of the Company and ISCL.


 


5.7                                 The
rights and remedies of the Purchaser in respect of any breach of the Warranties
shall not be affected by completion of the purchase of the Shares by any
failure to exercise or delay in exercising any right or remedy or by any other
event or matter whatsoever, except a specific and duly authorised written
waiver or release and as specifically provided for in this Agreement.


 


5.8                                 In
the event that any Claim is brought by the Purchaser, the Vendor agrees that,
notwithstanding any other right of the Purchaser to claim damages on any basis,
the calculation of damages shall be on the basis that the aggregate of the
Completion Payment and the Deferred Payment shall be deemed for these purposes
to be the consideration paid by the Purchaser to the Vendor for the Shares.


 


6                                          LIMITATIONS ON
CLAIMS


 


6.1                                 Notwithstanding
anything in this Agreement to the contrary but subject always to Clause 6.4,
the provisions of this Clause 6 shall operate to limit the liability of the
Vendor in respect of any Claim.


 


6.2                                 Subject
to clause 6.4 the Vendor’s liability for all Claims brought for


 


6.2.1                                  a
breach of the Warranties set out at paragraphs 3, 4 and 6 of Schedule 2 of this
Agreement shall be limited to an amount equal to the Deferred Payment; and


 


6.2.2                                  a
breach of the Deed of Covenant or a breach of the Warranties set out at
paragraphs 1, 2, and 5 of Schedule 2 of this Agreement shall be 


 


11

















 


limited
to an amount equal to the aggregate of the Completion Payment and the Deferred
Payment.


 


Provided
that the Vendor’s total liability for all Claims shall not exceed an amount
equal to the aggregate of the Completion Payment and the Deferred Payment.


 


6.3                                 The
Vendor shall not be liable in respect of any Claim:


 


6.3.1                                  unless
the aggregate amount of the Claim and any other Claims exceeds US$10,000 (in
which event the Vendor will be liable for the whole amount of such claims and
not only the excess over US$10,000);


 


6.3.2                                  unless
it shall have received from the Purchaser written notice containing reasonable
details of the relevant Claim on or before


 


6.3.2.1                                           the expiry of one year from Completion in respect of Claims under
the Warranties; and


 


6.3.2.2                                           the expiry of 6 years from Completion in respect of Claims under the
Deed of Covenant.


 


6.3.3                                  which
is not satisfied, settled or withdrawn within six months of the date of
notification of such Claim under Clause 6.3.2 unless proceedings in respect of
it have been commenced by being both issued and served on the Purchaser.


 


6.4                                 None
of the limitations on liability contained in Clauses 6.1 to 6.3 above shall
apply where:


 


6.4.1                                  the
fact, matter or circumstance giving rise to the Claim arises as a result of
fraud, wilful concealment or deliberate non-disclosure on the part of the
Vendor; and


 


12

















 


7                                          NOTICE AND CONDUCT
OF CLAIMS


 


7.1                                 If
the Purchaser becomes aware of a matter which may give rise to a Claim or any
proceedings shall be instituted against the Purchaser which may give rise to a
Claim, the Purchaser shall as soon as reasonably practicable thereafter given
notice thereof in writing to the Vendor, stating in reasonable detail the
nature of the matter on a without prejudice basis, if practicable, and the
amount claimed.


 


7.2                                 In
the event of a Claim, the Purchaser shall, subject to being indemnified by the
Vendor against all costs and liabilities incurred in so doing:


 


7.2.1                                  take
or procure such action to be taken as the Vendor shall reasonably request to
deal with a Claim;


 


7.2.2                                  if
so required by the Vendor, maintain consultation with the Vendor on all aspects
of any proceedings in defence of a Claim; and


 


7.2.3                                  provide
the Vendor with all information reasonably requested by it in relation to such
proceedings.


 


7.3                                 In
any event, the Purchaser shall not admit liability in respect of a Claim, nor
compromise, nor settle any proceedings in defence of a Claim, without the
written consent of the Vendor (such consent not to be unreasonably withheld or
delayed).


 


7.4                                 Nothing
in this Clause 7 shall restrict or limit the Purchaser’s general obligation at
law to mitigate a loss which it may incur as a result of a matter giving rise
to a Claim.


 


8                                          PURCHASER
WARRANTIES


 


8.1                                 The
Purchaser warrants to the Seller that:


 


8.1.1                                  the
Purchaser has full power and authority without requiring the consent of any
other person, and has taken all necessary corporate or other actions, to enter
into and exercise its rights and perform its 


 


13

















 


obligations under this Agreement and all other
documents to be executed by it at Completion;


 


8.1.2                                  this
Agreement and all other documents to be executed by the Purchaser will, when
executed and delivered by it, constitute lawful, valid and binding obligations
of the Purchaser in accordance with their respective terms except insofar as
enforceability may be limited by:


 


(a)                        any bankruptcy
or insolvency law or any other similar law relating to or affecting a
creditor’s rights; and


 


(b)                       any law
relating to the availability of specific performance, injunctive relief or
other equitable remedies (regardless of whether such enforceability is sought
in equity or at law);


 


8.1.3                                  in
acquiring the Shares the Purchaser is acting as principal and not as agent or
broker for any other person; and


 


8.1.4                                  the
Purchaser is not aware that it has any Claim for which, taking into account
limitations in Clause 6, the Vendor could have a liability to pay.


 


9                                          RESTRICTIVE
AGREEMENT


 


9.1                                 For
the purpose of assuring to the Purchaser the full benefit of the business and
goodwill of the Company, the Vendor undertakes, by way of further consideration
for the obligations of the Purchaser under this Agreement as separate and
independent agreements that it will, and undertakes to procure that each member
of the Vendor’s Group will:


 


9.1.1                                  not
at any time following Completion use or disclose to any person and shall use
its best endeavours to prevent the publication or disclosure of, any
confidential information concerning the business, accounts or finances of the
Company or the Subsidiaries or any of the Group’s clients’ or customers’
transactions or affairs of which it has knowledge, save as required pursuant to
any contract between the 


 


14

















 


Vendor, and any of its bankers or their
affiliates or as required by applicable law or regulation;


 


9.1.2                                  not
at anytime for the period of one (1) year following Completion solicit or
endeavour to entice away from the Company any person who to the Vendor’s
knowledge is, or has during the past year been, an employee of the Group
provided that any general advertisement or solicitation which is not directed
at any one individual shall not be deemed to give rise to a breach of the
foregoing restrictions.


 


9.1.3                                  not
at anytime during the period ending five (5) years after Completion, either
alone or jointly with or as manager, agent for or employee of any person,
directly or indirectly carry on or be engaged concerned or interested in the
sale of silverware products marketed, distributed or sold under the C.J. Vander
trademark in the United Kingdom and Oman, Kuwait, Bahrain, Qatar, United Arab
Emirates, Saudi Arabia, Egypt or Lebanon. 
Notwithstanding the foregoing, Vendor and Vendor’s Group shall not be
precluded from the sale of silverware products in the territories stated herein
provided such products are marketed and sold under another trademark..


 


9.1.4                                  Not
at any time during the period of 5 years after Completion in the United
Kingdom, and 2 years after Completion in any member state of the European
Union either alone or jointly with, or as manager, agent for, or employee of
any person directly or indirectly carry on or be engaged concerned or
interested in the sale of any products under the trade mark “Elements”.  Notwithstanding the foregoing, Purchaser
acknowledges that it has been made aware that unrelated third parties may have
used, or may currently be using the trademark “Elements” in the United Kingdom
and the European Union and may have rights superior to those of Vendor or
Vendor’s affiliates.


 


10                                    GUARANTEE


 


10.1                           In
consideration for the Purchaser entering into this Agreement, the Guarantor as
principal obligor and not merely as surety, irrevocably and unconditionally


 


15

















 


undertakes
and guarantees to the Purchaser the due and punctual performance by the Vendor
of all the obligations and liabilities of the Vendor set out in this Agreement
and in the Deed of Covenant (the “Guaranteed Obligations”) and further
undertakes that if default should be made in the performance of the same, the
Guarantor shall, subject to the limitation in Clause 10.4, forthwith on demand
pay to the Purchaser in cash an amount equal to, or procure the discharge of,
such of the Guaranteed Obligations as shall not have been paid or discharged
when due by the Vendor as if the Guarantor was the principal obligor in respect
thereof, and further or in the alternative pay on demand such sum as shall be
sufficient to indemnify the Purchaser in respect of such default and all losses
incurred by or claimed against the Purchaser or which the Purchaser may suffer
directly or indirectly by reason of such default.


 


10.2                           This
guarantee shall be a continuing guarantee and accordingly shall remain in
operation until all the Guaranteed Obligations have been paid or discharged in
full.


 


10.3                           Any of the
Guaranteed Obligations which may not be recoverable from the Vendor whether by
reason of any legal limitations or any other fact or circumstance whatsoever,
and whether known to the Purchaser or not, shall nevertheless be recoverable
from the Guarantor as sole debtor.


 


10.4                           Notwithstanding
any other provisions of this Clause 10, the Guarantor’s liability under this
Clause 10 for any Guaranteed Obligations shall not exceed the liability of the
Vendor for its breach of the Guaranteed Obligation.


 


11                                    SET OFF


 


11.1                           The aggregate amount of the Set-Off Claims shall not exceed the
amount of the Deferred Payment.


 


11.2                           Subsequent to the notification provisions in Clause 6.3.2, if the
Purchaser shall notify the Vendor in writing of any Set-Off Claim or Set-Off
Claims, then the amount of the Deferred Payment shall be reduced by the amount
of such Set-Off Claim, or if the Set Off Claim
has been settled or resolved prior to the 


 


16

















 


Deferred Payment Date by the amount
determined to be payable upon the settlement or resolution of such Set-Off
Claim, and


 


11.2.1                            for the
avoidance of doubt, once the aggregate amount of the Set-Off Claims reaches
US$250,000 there will be no more Set-Off Claims.


 


11.3                           For the purposes of clause 11.2:


 


11.3.1                            a Set-Off Claim shall be deemed to be settled upon the Vendor and
the Purchaser agreeing a final settlement thereof and a Set-Off Claim shall be
deemed to be resolved upon an order or decree of a Court of competent
jurisdiction being given in proceedings in respect of the Set-Off Claim and
such order or decree being final and not or no longer appealable; and


 


11.3.2                            the amount determined to be payable upon the settlement or
resolution of the Set-Off Claim shall be the amount agreed by the Vendor and the
Purchaser under any such settlement or determined by any such order or decree
(as the case may be) to be payable by the Vendor or the relevant member of the
Vendor’s Group in respect thereof.


 


11.4


 


11.4.1                            On the Deferred Payment Date, a sum equal to the amount of any such
claim which shall not by that date have been settled or resolved but in respect
of which a reduction in the Deferred Payment shall have been made shall be
placed by the Purchaser in a separate deposit account with HSBC Bank plc in the
joint names of the Vendor and the Purchaser until such time as that Set-Off
Claim shall have been settled or resolved when the sum so deposited shall to
the extent of the amount (if any) determined to be payable upon the settlement
or resolution of the Set-Off Claim be released to the Purchaser in or towards
satisfaction of the liability of the Vendor or the relevant member of the
Vendor’s Group in respect of the Set-Off Claim and to the extent of the balance
(if any) be released to the Vendor and the 


 


17

















 


amount
of any interest earned on such sum shall likewise be released to the Purchaser
or the Vendor or apportioned between them in the same proportions as the
capital sum.


 


11.5                           The Vendor and the Purchaser shall use their best endeavours to
ensure that all such Set-Off Claims are settled or resolved with all reasonable
speed and diligence.


 


11.6                           On the Deferred Payment Date, a sum equal to the amount of the
Deferred Payment, less any amounts deducted in accordance with Clause 11.2,
shall be paid to the Vendor by the Purchaser.


 


11.7                           The
satisfaction of any Set-Off Claim by reduction of the amount of the Deferred
Payment pursuant to this Clause shall in no way prejudice or affect any other
rights or remedies of the Purchaser or the Company for the purpose of
recovering any amount due to the Purchaser or the Company which is not
satisfied by such means.


 


12                                    ACKNOWLEDGEMENT


 


The Vendor acknowledges that neither the
Vendor nor any member of the Vendor’s Group holds any legal or beneficial title
to or interest in those items of plant, equipment and tooling (“the Tooling”)
listed in Schedule 5 and that neither the Vendor, nor any member of the
Vendor’s Group has any claim whatsoever over the Tooling, and to the extent
that any such interest or claim be found to exist the Vendor hereby waives, and
undertakes to procure the waiver by any member of the Vendor’s Group, of any
such interest or claim.


 


13                                    COMMUNICATIONS


 


13.1                           Any notice
to be given under this Agreement shall be in writing and delivered by hand or
by first class recorded delivery post or by facsimile letter addressed and sent
to the party to be served as follows:-


 


13.1.1                            In the
case of the Vendor and the Guarantor at the following:


 


US address:                                                                      Syratech Corporation


 


18

















 


175
McClellan Highway

East Boston, MA  02128


facsimile
number:                                          617-568-8178


for the attention of:                               Gregory W. Hunt

Vice President and Chief Financial Officer


with a copy to:                                                       Faye A. Florence

Vice President and General Counsel

Syratech Corporation

175 McClellan Highway

East Boston, MA  02128


facsimile number:                                          617-568-1361


 


13.1.2                            In the
case of the Purchaser at the following:


 


address:                                                                                         Vander House, Starnhill Close, Ecclesfield

Sheffield S35 9TG


facsimile number:                                          0114 257 7662


for the
attention of:                               Stephen Wilfin or such other address or in the United Kingdom or fax
number as the relevant party notifies to the other party, which change of
address shall only take effect if delivered and received in accordance with
this Clause.


 


13.2                           Notice
delivered by hand shall be deemed to have been served at the time of actual
delivery.  Notice sent by first class
recorded delivery post shall be deemed to have been served at the expiry of two
Business Days after posting.  Notices
sent by facsimile shall be deemed to have been served on production of a
transmission report from the machine which sent the facsimile indicating that
the facsimile was sent in its entirety to the facsimile number of the
recipient, save that if such notice of communication is received at the end of
normal working hours (and “normal working hours” shall be deemed to be
8.30 am to 5.30 pm on any Business Day in the country of the
recipient), such notice or communication shall be deemed to have been received
on the next Business Day.


 


14                                    GENERAL


 


14.1                           If any
provision of this Agreement is or becomes illegal, invalid or unenforceable
under the law of any jurisdiction, that shall not affect or impair:


 


19

















 


14.1.1                            the
legality, validity or enforceability in that jurisdiction of any other
provision of this Agreement; or


 


14.1.2                            the
legality, validity or enforceability under the law of any other jurisdiction of
that or any other provision of this Agreement.


 


14.2                           If any
party defaults in the payment when due of any sum payable under this Agreement
or any agreement or document entered into pursuant to this Agreement (whether
determined by agreement or pursuant to an order of a court or otherwise) its
liability shall be increased to include interest on such sum from the date when
such payment is due up to and including the date of actual payment (after as
well as before judgment) at an annual rate of 4 per cent above the base rate
from time to time of HSBC Bank Plc. 
Such interest shall accrue from day to day.


 


14.3                           Save as
expressly provided for in the provisions of Clause 14.3, a person who is not a
party to this Agreement shall have no right to enforce this Agreement or any
agreement or document entered into pursuant to this Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 but this does not affect any right
or remedy of a third party which exists or is available apart from pursuant to
such Act.


 


14.4                           No party
may assign any of its rights under it or purport to do any of the same nor
sub-contract any or all of its obligations under this Agreement without the
prior written consent of all of the other parties, such consent not to be
unreasonably withheld or delayed, except that the Purchaser and the Vendor
shall each be entitled to assign its respective rights under this Agreement
and/or any agreement or document entered into pursuant to this Agreement to any
member of the Purchaser’s Group or the Vendor’s Group respectively provided that
the Purchaser and the Vendor shall procure that any such company to whom it
assigns any of its rights under this Clause shall re-assign all such rights to
the Purchaser or the Vendor immediately prior to its ceasing to be a member of
the Purchaser’s Group or the Vendor’s Group respectively.


 


14.5                           This
Agreement may be executed in any number of counterparts and by the different
parties on separate counterparts (which may be facsimile copies) but 


 


20

















 


shall not
take effect until each party has executed at least one counterpart.  Each counterpart shall constitute an
original but all the counterparts together shall constitute a single agreement.


 


14.6                           Any
variation of this Agreement must be in writing and signed by each party or, in
the case of a body corporate, a duly authorised officer or representative of
such party.


 


14.7                           Save as
otherwise expressly stated in this Agreement, each party shall pay its own
costs in connection with the negotiation, preparation and implementation of
this Agreement and all agreements ancillary to it.


 


14.8                           A delay in
exercising, or failure to exercise, any right or remedy under this Agreement
does not constitute a waiver of such right or remedy or other rights or
remedies nor shall either operate so as to bar the exercise or enforcement
thereof.


 


14.9                           Except
where this Agreement expressly provides otherwise, the rights, powers and
remedies provided in this Agreement are accumulative and not exclusive of any
rights and remedies provided by law and no single or partial exercise of any
right or remedy under this Agreement or provided by law shall hinder or prevent
further exercise of such or other rights or remedies.


 


14.10                     No announcement
or public statement concerning the existence, subject matter or any term of
this Agreement shall be made by or on behalf of any party without the prior
written approval of the other parties, such approval not to be unreasonably
withheld or delayed, provided that this Clause 14.9 shall not apply to any announcement
or public statement by any party required by law, or the rules of any
regulatory or governmental body to which such party is subject, including the
rules of any stock exchange on which any securities of the relevant party are
listed, in which case the party concerned shall make all reasonable attempts to
agree the contents of such announcement or statement with the other parties
before it is made.


 


21

















 


15                                    ENTIRE AGREEMENT


 


15.1                           This
Agreement and all other agreements referred to herein constitute the entire
agreement of the parties and supersede all prior arrangements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.


 


15.2                           Each of the
parties acknowledges and agrees that:


 


15.2.1                            it does
not enter into this Agreement and any other document referred to herein on the
basis of and does not rely, and has not relied, upon (nor shall it make any
claim in respect of), any statement or representation (whether negligent or
innocent) or warranty or other provision (in any case whether oral, written,
express or implied) made, given or agreed to by any person (whether a party to
this Agreement or any other document referred to herein or not) except those expressly
set out or referred to in this Agreement and any other document referred to
herein or entered into in connection herewith, and each of the parties waives
all rights and remedies which, but for this Clause, might otherwise be
available to it in respect of any such statement or representation or warranty
or other provision; and


 


15.2.2                            this
Clause 15.2 shall not apply to any statement, representation or warranty made
fraudulently or to any provision of this Agreement or any other document
referred to herein which was induced by, or otherwise entered into as a result
of, fraud, for which the remedies shall be all those available under the law
governing this Agreement.


 


16                                    GOVERNING LAW AND JURISDICTION


 


This
Agreement shall be governed by and construed in accordance with the laws of
England, and the parties agree to submit to the non-exclusive jurisdiction of
the English courts.


 


IN WITNESS whereof the
parties have executed this deed the day and year first before written.


 


22

















 


SCHEDULE 1


 


DETAILS OF THE COMPANY AND ITS SUBSIDIARIES


 


C J Vander Limited


 


	
  Company
  Number:

  	
   

  	
  00763852

  
	
   

  	
   

  	
   

  
	
  Date of
  incorporation:

  	
   

  	
  11 June 1963

  
	
   

  	
   

  	
   

  
	
  Share
  Capital:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorised

  	
   

  	
  £175,000
  divided into 175,000 Ordinary Shares of £1 each

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Issued

  	
   

  	
  £172,489

  
	
   

  	
   

  	
   

  
	
  Registered
  office:

  	
   

  	
  Dunstan
  House, 14A St Cross Street, London, EC1N 8XD

  
	
   

  	
   

  	
   

  
	
  Directors:

  	
   

  	
  Leonard
  Florence

  Robert Meers

  Gregory W. Hunt

  
	
   

  	
   

  	
   

  
	
  Secretary:

  	
   

  	
  Clifford
  Chance Secretaries Limited

  
	
   

  	
   

  	
   

  
	
  Charges:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Trading

  



 


International Silver Company Limited


 


	
  Company
  Number:

  	
   

  	
  03768277

  
	
   

  	
   

  	
   

  
	
  Date of
  incorporation:

  	
   

  	
  11 May 1999

  
	
   

  	
   

  	
   

  
	
  Share
  Capital:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorised

  	
   

  	
  £1,000
  divided into 1,000 Ordinary Shares of £1 each

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Issued

  	
   

  	
  £1,000

  
	
   

  	
   

  	
   

  
	
  Registered
  office:   

  	
   

  	
  Vander
  House, Starnhill Close, Ecclesfield, Sheffield, S35 9TG

  
	
   

  	
   

  	
   

  
	
  Directors:

  	
   

  	
  Leonard
  Florence

  
	
   

  	
   

  	
   

  
	
  Secretary:

  	
   

  	
  Roger Dyson

  



 


23

















 


	
  Charges:                                                 

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Trading

  



 


C J Vander (Antiques) Limited


 


	
  Company
  Number:

  	
   

  	
  00369064

  
	
   

  	
   

  	
   

  
	
  Date of
  incorporation:

  	
   

  	
  1 September
  1941

  
	
   

  	
   

  	
   

  
	
  Share
  Capital:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorised

  	
   

  	
  £1,000
  divided into 1,000 Shares of £1 each

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Issued

  	
   

  	
  £1,000

  
	
   

  	
   

  	
   

  
	
  Registered
  office:   

  	
   

  	
  Dunstan
  House, 14A St Cross Street, London, EC1N 8XD

  
	
   

  	
   

  	
   

  
	
  Directors:

  	
   

  	
  Leonard
  Florence

  
	
   

  	
   

  	
   

  
	
  Secretary:

  	
   

  	
  Clifford
  Chance Secretaries Limited

  
	
   

  	
   

  	
   

  
	
  Charges:                                                 

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Active

  



 


Modern Silverware Products Limited


 


	
  Company
  Number:

  	
   

  	
  00446346

  
	
   

  	
   

  	
   

  
	
  Date of
  incorporation:

  	
   

  	
  9 December
  1947

  
	
   

  	
   

  	
   

  
	
  Share
  Capital:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorised

  	
   

  	
  £2,000
  divided into 2,000 Ordinary Shares of £1 each

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Issued

  	
   

  	
  £2,000

  
	
   

  	
   

  	
   

  
	
  Registered
  office:   

  	
   

  	
  Dunstan
  House, 14A St Cross Street, London, EC1N 8XD

  
	
   

  	
   

  	
   

  
	
  Directors:

  	
   

  	
  Leonard
  Florence

  



 


24

















 


	
  Secretary:

  	
   

  	
  Clifford
  Chance Secretaries Limited

  
	
   

  	
   

  	
   

  
	
  Charges:                                                 

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Active

  



 


Vander Properties Limited


 


	
  Company
  Number:

  	
   

  	
  00821994

  
	
   

  	
   

  	
   

  
	
  Date of
  incorporation:

  	
   

  	
  6 October
  1964

  
	
   

  	
   

  	
   

  
	
  Share
  Capital:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorised

  	
   

  	
  £100 divided
  into 100 Shares of £1 each

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Issued

  	
   

  	
  £100

  
	
   

  	
   

  	
   

  
	
  Registered
  office:   

  	
   

  	
  Dunstan
  House, 14A St Cross Street, London, EC1N 8XD

  
	
   

  	
   

  	
   

  
	
  Directors:

  	
   

  	
  Leonard
  Florence

  
	
   

  	
   

  	
   

  
	
  Secretary:

  	
   

  	
  Clifford
  Chance Secretaries Limited

  
	
   

  	
   

  	
   

  
	
  Charges:                                                 

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Active

  



 


John Biggin Limited


 


	
  Company
  Number:

  	
   

  	
  00355275

  
	
   

  	
   

  	
   

  
	
  Date of
  incorporation:

  	
   

  	
  22 July 1939

  
	
   

  	
   

  	
   

  
	
  Share
  Capital:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorised

  	
   

  	
  £20,000
  divided into 80,000 ordinary shares of 1p each and 19,200 2.0% preference
  shares of £1 each

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Issued

  	
   

  	
  19,200
  ordinary shares of 1p each

  19,200 2.0% preference shares of £1 each

  



 


25

















 


	
  Registered
  office:   

  	
   

  	
  Dunstan
  House, 14A St Cross Street, London, EC1N 8XD

  
	
   

  	
   

  	
   

  
	
  Directors:

  	
   

  	
  Leonard
  Florence

  
	
   

  	
   

  	
   

  
	
  Secretary:

  	
   

  	
  Clifford
  Chance Secretaries Limited

  
	
   

  	
   

  	
   

  
	
  Charges:                                                 

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Active

  



 


Roberts and Belk Limited


 


	
  Company
  Number:

  	
   

  	
  00071758

  
	
   

  	
   

  	
   

  
	
  Date of
  incorporation:

  	
   

  	
  31 October
  1901

  
	
   

  	
   

  	
   

  
	
  Share
  Capital:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorised

  	
   

  	
  £4,000
  divided into Ordinary Shares of £10 each

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Issued

  	
   

  	
  £23,440

  
	
   

  	
   

  	
   

  
	
  Registered
  office:   

  	
   

  	
  Dunstan
  House, 14A St Cross Street, London, EC1N 8XD

  
	
   

  	
   

  	
   

  
	
  Directors:

  	
   

  	
  Leonard
  Florence

  
	
   

  	
   

  	
   

  
	
  Secretary:

  	
   

  	
  Clifford
  Chance Secretaries Limited

  
	
   

  	
   

  	
   

  
	
  Charges:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Active

  



 


26

















 


SCHEDULE 2


 


WARRANTIES


 


1                                          Shares
and Share Capital


 


1.1                                 The
Vendor is the sole legal and beneficial owner of the Shares and such Shares
constitute all of the issued or allotted shares in the capital of the Company.


 


1.2                                 All
of the Shares have been validly issued and allotted and are fully paid or
credited as fully paid.


 


1.3                                 The
Shares are free from any Security Interest and there is no agreement or
commitment outstanding to create a Security Interest in relation to the Shares
or any unissued shares in the Company in favour of any other person, and no
claim has been made by any person to be entitled to any.


 


1.4                                 Save
as provided for in this Agreement, there is no agreement or arrangement in
force (whether conditional or not) which requires the present or future
creation, allotment, issue, sale, transfer, redemption or repayment of any
share capital or any instrument convertible or exchangeable into share capital
of a Group Company, or grants or requires the grant to any person of the right
to call for the creation, allotment, issue, sale, transfer, redemption or
repayment of any share capital or any instrument convertible into or
exchangeable for any share capital of a Group Company.


 


2                                          Capacity
and Authority of the Sellers


 


2.1                                 The
Vendor has full power and authority without requiring the consent of any other
person, and has taken all necessary corporate or other actions, to enter into
and exercise its rights and perform its obligations under this Agreement and
all other documents to be executed by it at Completion.


 


27

















 


This
Agreement and all other documents to be executed by the Vendor will, when
executed and delivered by it, constitute lawful, valid and binding obligations
of the Vendor in accordance with their respective terms.


 


3.                                       Financial
matters


 


3.1                                     Neither the Vendor nor any member of the Vendor’s Group, has entered
into any material capital commitments on behalf of the Company which were
outstanding at the Last Accounts Date and neither the Vendor, nor any member of
the Vendor’s Group, has on behalf of the Company, since then, incurred or
agreed to incur any material capital expenditure or commitments or disposed of
any material capital assets.


 


3.2                                     Since the Last Accounts Date the Company has not paid or declared
any dividend or made any other payment which is, or is treated as, a
distribution for the purposes of ICTA Part VI Chapter II.


 


3.3                                     So far as the Vendor is aware the Company has not, since the Last
Accounts Date, repaid, or become liable to repay, any indebtedness in advance
of its stated maturity.


 


3.4                                     So far as the Vendor is aware the Company has no liabilities
(including contingent liabilities) which are outstanding other than those
liabilities disclosed in the Last Accounts or incurred, in the ordinary and
normal course of trading, since the Last Accounts Date.


 


4.                                       Trading matters


 


4.1                                 So far as the Vendor is aware, since the Last Accounts Date the
business of the


 


Company has been continued in the ordinary and normal
course.


 


4.2                                 So far as the Vendor is aware, the Company is not engaged in any
litigation or arbitration proceedings, as plaintiff or defendant and there are
no proceedings pending or threatened, either by or against the Company.


 


28

















 


4.3                                 So far as the Vendor is aware, there is no dispute with any revenue
or other official department in the United Kingdom or elsewhere, in relation to
the affairs of the Company.


 


4.4                                 So far as the Vendor is aware, the Company has conducted and is
conducting its business in all respects in accordance with all applicable laws
and regulations, whether of the United Kingdom or elsewhere.


 


4.5                                 So far as the Vendor is aware there are no claims pending or
threatened or arising against the Company by an employee, consultant or other
third party.


 


5                                          Insolvency


 


5.1                                 The
Company is not unable to pay its debts within the meaning of section 123
Insolvency Act 1986.


 


5.2                                 So
far as the Vendor is aware, no order has been made or petition presented or
meeting convened for the purpose of considering a resolution for the winding up
of the Company nor has any such resolution been passed and no petition has been
presented for an administration order to be made in relation to the Company and
no receiver (including any administrative receiver) has been appointed in
respect of the whole or any part of any of the property, assets or undertaking
of the Company.


 


5.3                                 So
far as the Vendor is aware, no composition in satisfaction of the debts of the
Company or scheme of arrangement of its affairs or compromise or arrangement
between it and its creditors and/or members or any class of its creditors
and/or members has been proposed, sanctioned or approved.


 


5.4                                 So
far as the Vendor is aware, no distress, execution or other process been levied
or applied for in respect of the whole or any part of any of the property,
assets or undertaking of the Company.


 


29

















 


6.                                       Insurance


 


So far
as the Vendor is aware, the Company has maintained insurance in respect of all
identified material insurable interests in respect of all assets and business
including without limitation against accident, damage, injury and third party
loss, (including product liability), and has paid all premiums on such
insurance.


 


30

















 


SCHEDULE 3


 


Deed of
Covenant


 


THIS AGREEMENT is
made the
              day
of
                            2003


 


BETWEEN:


 


(1)                                  SYRATECH HONG KONG LIMITED whose
principal office is at Room 507, World Finance Centre, North Tower, 17 Canton
Road, Tsimshatsui, Kowloon, Hong Kong (the “Covenantor”); and


 


(2)                                  HLW 179 LIMITED (registered no: 4605613) whose registered office is at Princess
House, 122 Queen Street, Sheffield, S1 2DW (the “Purchaser”).


 


WHEREAS:


 


This deed is
entered into pursuant to an agreement (the “Agreement”) made between the
Covenantor (1) and the Purchaser (2) relating to the sale of all the share
capital of C J Vander Limited (CRN: 000763852) (the “Company”).


 


WHEREBY IT IS AGREED as follows:


 


1                                          Definitions


 


Words and expressions defined in the Agreement shall,
except where otherwise provided have the same meanings in this deed.


 


2                                          Covenant


 


2.1                                 Subject
as provided below, the Covenantor covenants to pay to the Purchaser an amount
equal to:


 


2.1.1                                  any
liability for Taxation which arises wholly or partly in respect of, or in
consequence of, any acts, omissions or transactions occurring or entered into
before, the date of this deed or which results from, or is calculated by reference
to, any income, profits or gains earned, received or accrued, or deemed to have
been earned, received or 


 


31

















 


accrued,
before that date but so that this Deed shall not apply to any Taxation arising
as a result of the entering into of the Agreement;


 


2.1.2                                  any
resultants costs; and


 


2.1.3                                  any
Taxation payable by the Company or any of its subsidiaries on or in respect of
any payment made under this deed (which payment shall for the avoidance of
doubt, not include any payment in respect of Taxation arising as a result of
the entering into of the Agreement);


 


2.1.4                                  the
Covenantor covenants to pay to the Purchaser an amount equal to the PAYE and
National Insurance Contributions payable by the Company in respect of the
employment or directorships of any US domiciled directors of the Company.


 


3                                          Exclusions


 


3.1                                 The
covenant in clause 2.1 shall not apply to any liability:


 


3.1.1                                  to
the extent that either an appropriate provision or reserve in respect of the
liability was made in the Last Accounts or the liability was specifically
referred to and quantified in the notes to those Accounts;


 


3.1.2                                  for
which the Company or any of its subsidiaries is, or may become, liable wholly,
or primarily, as a result of transactions in the normal course of its business
after the Last Accounts Date;


 


3.1.3                                  to
the extent that the liability arises as a result only of the appropriate
provision or reserve in the Last Accounts being insufficient by reason of any
increase in rates of Taxation made after the date of the Agreement.


 


3.1.4                                  To
the extent that the Taxation in question arose in a financial period of the
Company in respect of which Mr. Stephen Wilfin signed the corporation tax
computations [(including but not limited to fiscal years 2000, 2001 and 2002)]
which were [or are to be] submitted to HM Inland Revenue on behalf of the
Company.


 


32

















 


4                                          Conduct of Claims


 


4.1                                 The
Company shall notify the Covenantor in writing as soon as reasonably
practicable of any information which comes to its notice, whereby it appears
that the Covenantor is, or may become, liable under this deed.


 


4.2                                 Subject
to clause 4.3, the Company shall, at the expense of the Covenantor, take such
action to contest any claim which could give rise to a liability under this
deed, as the Covenantor, may reasonably require.


 


4.3                                 The
Covenantor shall, at the request of the Company, provide, to the reasonable
satisfaction of the Company, security or indemnities, or both, in respect of
all the costs and expenses of any action taken pursuant to clause 4.2.


 


5                                          General


 


The
provisions of the Agreement relating to communications shall apply to any
communication to be given under, or in connection with, this deed.


 


33

















 


SCHEDULE 4


 


PART 1


 


Details of
invoices to be paid by way of Completion Payment


 


PART 2


 


Details of
invoices to be paid by way of Deferred Payment


 


34

















 


SCHEDULE 5


 


LIST OF
TOOLING


 


	
   

  	
   

  	
  No
  of Models

  	
   

  	
  Model
  Reference No

  
	
  6” Snipe

  	
   

  	
  1 complete

  	
   

  	
  CMB-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8” Snipe

  	
   

  	
  1 complete

  	
   

  	
  CMB-2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Red Grouse
  Male

  	
   

  	
  1 complete

  	
   

  	
  CMB-3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Red Grouse
  Female

  	
   

  	
  1 complete

  	
   

  	
  CMB-4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Large Swan

  	
   

  	
  1 complete

  	
   

  	
  CMB-5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Medium Swan

  	
   

  	
  1 complete

  	
   

  	
  CMB-6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Swan

  	
   

  	
  1 complete

  	
   

  	
  CMB-7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12” Pheasant
  Male

  	
   

  	
  1 complete

  	
   

  	
  CMB-8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12” Pheasant
  Female

  	
   

  	
  1 complete

  	
   

  	
  CMB-9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10” Pheasant
  Male

  	
   

  	
  1 complete

  	
   

  	
  CMB-10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10” Pheasant
  Female

  	
   

  	
  1 complete

  	
   

  	
  CMB-11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6” Pheasant Male

  	
   

  	
  1 complete

  	
   

  	
  CMB-12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6” Pheasant
  Female

  	
   

  	
  1 complete

  	
   

  	
  CMB-13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Galloping
  Horse

  	
   

  	
  1 complete

  	
   

  	
  CMB-14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Running
  Horse

  	
   

  	
  1 complete

  	
   

  	
  CMB-15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kingfisher

  	
   

  	
  1 complete

  	
   

  	
  CMB-16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Running Fox

  	
   

  	
  1 complete

  	
   

  	
  CMB-17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stalking Fox

  	
   

  	
  1 complete

  	
   

  	
  CMB-18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Highland
  Stag

  	
   

  	
  1 complete

  	
   

  	
  CMB-19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  19 sectional models

  	
   

  	
   

  



 


35

















 


	
  EXECUTED AS A DEED by

  	
  )

  	
   

  
	
  SYRATECH HONG KONG LIMITED

  	
  )

  	
   

  
	
  by the signatures of:

  	
  )

  	
  /s/Melvin L. Levine

  	
   

  
	
   

  	
  )

  	
  Director 
  

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  /s/Leonard Florence  

  	
   

  
	
   

  	
  )

  	
  Director / Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED by
  the above

  	
  )

  	
   

  
	
  named HLW 179 LIMITED by the

  	
  )

  	
   

  
	
  signatures of:

  	
  )

  	
  /s/ 
  Anthony James Porteous  

  	
   

  
	
   

  	
  )

  	
  Director 
  

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  /s/Stephen Wilfin  

  	
   

  
	
   

  	
  )

  	
  Director / Secretary

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED by
  the above 

  	
  )

  	
   

  
	
  named SYRATECH CORPORATION 

  	
  )

  	
   

  
	
  by the signatures of:

  	
  )

  	
  /s/ 
  Gregory W. Hunt

  	
   

  
	
   

  	
  )

  	
  Director

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  /s/ 
  Faye A. Florence

  	
   

  
	
   

  	
  )

  	
  Director / Secretary

  



 


36