EX-10.2
August 24, 2000
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: Ami Trauber
Ladies and Gentlemen:
We refer to the Loan and Security Agreement dated as of April 16, 1997,
as amended by Amendment No. 1 dated as of July 31, 1997, Amendment No. 2 dated
as of December 31, 1997, Amendment No. 3 dated as of March 30, 1998 and
Amendment No. 4 dated as of March 26, 1999 (as so amended, the "Loan Agreement")
by and among Syratech Corporation, a Delaware corporation ("Syratech"), and
certain of its Affiliates listed on the signature pages thereto (collectively,
the Borrowers"), the financial institutions party thereto from time to time (the
"Lenders") and Bank of America, N.A., a national banking association, as
administrative agent (the "Administrative Agent") for the Lenders. Unless
otherwise defined herein, terms defined in the Loan Agreement are used herein as
therein defined.
You have informed us that Syratech proposes to purchase certain of its
outstanding Senior Notes for an aggregate purchase price not to exceed
$12,000,000 (each, a "Purchase" and collectively, the "Purchases") and the
Borrowers have requested that the Required Lenders' consent to the Purchases
(which, absent such consent, may constitute an Event of Default pursuant to
Section 9.10 of the Loan Agreement (Use of Proceeds) and would constitute an
Event of Default pursuant to Section 11.6 of the Loan Agreement (Restricted
Distributions and Payments, Etc.).
The undersigned (constituting at least the Required Lenders) hereby
consent to the Purchases, effective as of September 1, 2000 upon the
Administrative Agent's receipt of (I) at least seven copies of this letter duly
executed and delivered by the Borrowers and the Required Lenders and (ii) a fee
in the amount of $20,000, to be shared by the Lenders Ratably in accordance with
their respective Commitments, as consideration for the consent evidenced hereby;
PROVIDED, that no Default or Event of Default shall have occurred and be
continuing on the date of any proposed Purchase or would exist after giving
effect thereto.
Except to the extent expressly modified as set forth above, the Loan
Agreement and the terms conditions and provisions of the other Loan Documents,
are hereby ratified and confirmed and remain in full force and effect.
If the foregoing is acceptable to you, please acknowledge your receipt
of this letter and acceptance of the terms hereof by signing the enclosed
duplicate of this letter in the space provided and returning it to the
undersigned.
Syratech Corporation, for itself and
on behalf of the other Borrowers party
to the Loan Agreement referred to below
August 24, 2000
Page 2
Very truly yours,
BANK OF AMERICA, N.A., as Administrative
Agent and a Lender
By: /s/ Andrew A. Doherty
--------------------------------------
Andrew A. Doherty
Vice President
UNION BANK OF CALIFORNIA, as a Lender
By: /s/ Greg F. Ennis
--------------------------------------
Name: Greg F. Ennis
Title: Vice President
FLEET CAPITAL CORPORATION, as a
Lender
By: /s/ Matthew T. O'Keefe
--------------------------------------
Name: Matthew T. O'Keefe
Title: Senior Vice President
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, as a
Lender
By: /s/ Dawn M. Dieter
--------------------------------------
Name: Dawn M. Dieter
Title: Vice President
Syratech Corporation, for itself and
on behalf of the other Borrowers party
to the Loan Agreement referred to below
August 24, 2000
Page 3
Acknowledged and agreed to
this 25th day of August
2000:
SYRATECH CORPORATION
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and Cfo
TOWLE MANUFACTURING COMPANY
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and CFO
LEONARD FLORENCE ASSOCIATES, INC.
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and CFO
WALLACE INTERNATIONAL
SILVERSMITHS, INC.
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and CFO
RAUCH INDUSTRIES, INC.,
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and CFO
FARBERWARE, INC.
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and CFO
Syratech Corporation, for itself and
on behalf of the other Borrowers party
to the Loan Agreement referred to below
August 24, 2000
Page 4
SILVESTRI, INC.
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and CFO
ROCHARD, INC.
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and CFO
HOLIDAY PRODUCTS, INC.
By: /s/ Ami A. Trauber
-----------------------------------
Name: Ami A. Trauber
Title: Vice President and CFO