EXHIBIT-10.74


 


[Execution Copy]


 


AMENDMENT NO. 11


to


LOAN AND SECURITY AGREEMENT


 


THIS AMENDMENT NO. 11 dated as of March 5, 2004 (this “Amendment”) is
made by SYRATECH CORPORATION, a Delaware corporation, (“Syratech” or the
“Borrower”), RAUCH INDUSTRIES, INC., a North Carolina corporation, (“Rauch”),
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 Statement


 


The Borrower, Rauch, Towle Manufacturing Company, Leonard Florence
Associates, Inc., Wallace International Silversmiths, Inc., Syratech Holding
Corporation, Rochard, Inc., Holiday Products, Inc., Farberware Inc. and
Silvestri, Inc. (collectively, excluding the Borrower and Rauch, the “Former
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, the “Loan Agreement”; terms defined in the Loan
Agreement and not otherwise defined herein being used herein as therein
defined).  The Borrower is attempting to
divest its interest in Rauch.  The
Borrower has requested that the Administrative Agent and the Lenders release
Rauch from its obligations as a Borrower under the Loan Agreement, subject to
Rauch becoming a guarantor of the Secured Obligations and continuing the
security interest granted to the Administrative Agent to secure such guaranty
and the Administrative Agent and the Lenders have agreed thereto on the terms
and conditions hereinafter set forth.


 


Statement of Agreement


 


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.          Release of Rauch from Certain of its
Obligations as a Borrower.  Effective
on the Amendment Effective Date and subject to the provisions of the Rauch
Guaranty and Rauch Security Agreement, the Lenders hereby release Rauch from
its joint and several primary liability as a Borrower with Syratech for the
Secured Obligations under Sections 2.3, 3.6, 4.1, 4.2, 4.18, 4.20, 4.21, 4.22
and 9.1 of the Loan Agreement and the Notes and generally from its other
obligations as a Borrower thereunder (excluding its grant of a Security
Interest in its Collateral under Section 7.1 of the Loan Agreement which shall
continue without interruption


 

















 


with respect to the Guaranteed
Obligations) and Rauch shall no longer be entitled to borrow under the
Revolving Credit Facility under Article 2 or to obtain Letters of Credit under
Article 3 of the Loan Agreement.  Upon
the Amendment Effective Date, Rauch’s Eligible Receivables and Eligible
Accounts shall no longer be included in the Borrowing Base.


 


Section 2.          Rauch Guaranty and Security Agreement as
Loan Documents.  Effective on the
Amendment Effective Date, the Rauch Guaranty and Rauch Security Agreement shall
constitute Loan Documents for all purposes of the Loan Agreement.


 


Section 3.          Release of Pledged Securities.  Effective on the Amendment Effective Date,
the Lenders hereby terminate the Pledge Agreement and release the Security
Interest in the Pledged Securities.


 


Section 4.          Effectiveness of Amendment.  This Amendment shall become effective as of
the date hereof on the first date (the “Amendment Effective Date”) on which the
Administrative Agent shall have received 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 Borrower, Rauch the Lenders and
the Administrative Agent;


 


(ii)           the Rauch Guaranty duly
executed and delivered by Rauch;


 


(iii)          the Rauch Security
Agreement duly executed and delivered by Rauch; and


 


(iv)          a certificate of the
secretary or other Authorized Officer of each of the Borrower and Rauch having
attached thereto the organizational documents of such Person 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 the Borrower, Rauch and/or its shareholders members to
authorize the execution, delivery and performance of this Amendment, the Rauch
Guaranty and the Rauch Security Agreement, as applicable, and to the further
effect that the incumbency certificate last delivered to the Lenders under the
Loan Agreement remains in effect, unchanged.


 


Section 5.          Representations and Warranties.  Each of the Borrower and Rauch 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.  It has the right and
power, and has taken all necessary action to authorize it, to execute, deliver
and perform this Amendment, the Rauch Guaranty, the Rauch Security Agreement
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 duly


 


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executed and delivered by its
Authorized Officers and each is, or each when executed and delivered in
accordance with this Amendment will be, its legal, valid and binding
obligation, enforceable in accordance with its terms.


 


(b)           Compliance of
Agreements with Laws.  The
execution, delivery and performance of this Amendment, the Rauch Guaranty, the
Rauch Security Agreement and each other instrument and agreement contemplated
hereby to which it 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 it or any
of its Subsidiaries,


 


(ii)           conflict
with, result in a breach of or constitute a default under (A) the
organizational documents of it or any of its Subsidiaries, (B) any indenture,
agreement or other instrument to which it 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 it 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 it or any of its Subsidiaries
except pursuant to the Loan Documents.


 


Section 6.          Expenses.  The Borrower agrees 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 7.          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 8.          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.


 


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(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.


 


 


(signatures on next page)


 


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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: /s/  Gregory W. Hunt

  	 

	
   

  	
   

  	
  Title: Senior Vice President and CFO

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  RAUCH INDUSTRIES, INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/  Gregory W. Hunt

  	 

	
   

  	
   

  	
  Name: /s/  Gregory W. Hunt

  
	
   

  	
   

  	
  Title: Senior Vice President and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE AGENT:

  	 

	
   

  	
   

  	 

	
   

  	
  BANK OF AMERICA, N.A.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/  Andrew A. Doherty

  	 

	
   

  	
   

  	
  Andrew A. Doherty

  
	
   

  	
   

  	
  Vice President

  
					



 


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  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONGRESS FINANCIAL CORPORATION (SOUTHWEST)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul Truax

  
	
   

  	
   

  	
  Name:  Paul Truax

  
	
   

  	
   

  	
  Title:   Vice President

  
				



 


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