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STATE OF ARKANSAS
[STATE INSIGNIA]
SECRETARY OF STATE
W.J. "Bill" McCuen
Secretary of State
To All to Whom These Presents Shall Come, Greetings:
J. Bill McCuen, Secretary of State of the State of Arkansas, do hereby
certify that the following and hereto attached instrument of writing is a true
and perfect copy of
ARTICLES OF INCORPORATION
OF
SYRATECH HOLDING CORPORATION
ORIGINAL ARTICLES FILED:
DECEMBER 27, 1993
[SEAL] In Testimony Whereof, I have hereunto set my hand and
affixed my official Seal. Done at office in the City of
Little Rock, this 27th day of DECEMBER 1993
/s/ Bill McCuen
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Secretary of State
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ARTICLES OF INCORPORATION
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OF
SYRATECH HOLDING CORPORATION
The undersigned, an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the Arkansas Business
Corporation Act.
FIRST: The corporate name for the corporation (hereinafter called the
"corporation") is
SYRATECH HOLDING CORPORATION
SECOND: The number of shares the corporation is authorized to issue is
One Thousand (1,000), all of which are of a par value of One Dollar ($1.00) each
and are of the same class and are to be Common Shares.
THIRD: The street address of the initial registered office of the
corporation in the State of Arkansas is One Riverfront Place, 8th Floor, North
Little Rock, Arkansas 72114.
The name of the initial registered agent of the corporation at the
said registered office is The Prentice-Hall Corporation System, Arkansas.
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FOURTH: The name and the address of the incorporator are:
NAME ADDRESS
---- -------
James L. Purcell 1285 Avenue of the Americas
New York, New York 10019-6064
FIFTH: The primary purposes for which the corporation is organized,
which shall include the authority of the corporation to engage in any lawful
business, are as follows:
To hold the shares of capital stock of certain operating and other
subsidiaries of Syratech Corporation, a Delaware corporation.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect of, and generally deal in
and with, at wholesale and retail, as principal, and as sales, business,
special, or general agent, representative, broker, factor, merchant,
distributor, jobber, advisor, and in any other lawful capacity, goods,
wares,
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merchandise, commodities, and unimproved, improved, finished, processed,
and other real, personal, and mixed property of any and all kinds, together
with the components, resultants, and by-products thereof; to acquire by
purchase or otherwise own, hold, lease, mortgage, sell, or otherwise
dispose of, erect, construct, make, alter, enlarge, improve, and to aid or
subscribe toward the construction, acquisition, or improvement of any
factories, shops, storehouses, buildings, and commercial and retail
establishments of every character, including all equipment, fixtures,
machinery, implements, and supplies necessary, or incidental to, or
connected with, any of the purposes or business of the corporation; and
generally to perform any and all acts connected therewith or arising
therefrom or incidental thereto, and all acts proper or necessary for the
purpose of the business.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase,
or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle,
manage, operate, deal in, and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings, and other works and any
interest or right therein; to take, lease,
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purchase, or otherwise acquire, and to own, use, hold, sell, convey,
exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in
and dispose of, as principal, agent, broker, and in any lawful capacity,
such personal property, chattels, chattels real, rights, easements,
privileges, choses in action, notes, bonds, mortgages, and securities as
may lawfully be acquired, held, or disposed of; and to acquire, purchase,
sell, assign, transfer, dispose of, and generally deal in and with, as
principal, agent, broker, and in any lawful capacity, mortgages and other
interests in real, personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management business as
principal, agent, representative, contractor, subcontractor, and in any
other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of, or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge, or
otherwise dispose of, and, in any manner deal with and contract with
reference to:
(a) inventions, devices, formulae, processes, and any
improvements and modifications thereof;
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(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade symbols,
and other indications of origin and ownership granted by or recognized
under the laws of the United States of America or of any state or
subdivision thereof, or of any foreign country or subdivision thereof,
and all rights connected therewith or appertaining thereunto;
(c) franchises, licenses, grants, and concessions.
To have all of the general powers granted to corporations organized
under the laws of the State of Arkansas whether granted by specific
statutory authority or by construction of law.
The foregoing clauses shall be construed as powers as well as
purposes. The enumeration herein of specific purposes and powers shall not be
held to limit or restrict in any way the general purposes and powers of the
corporation. The matters specified in any clause shall, except where otherwise
expressed, be in no wise limited or restricted by reference to or inference from
the terms of any other clause of this or any other Article of these Articles of
Incorporation, but the purposes and powers
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specified in each of the clauses of this Article shall be regarded as
independent purposes and powers.
SIXTH: No holder of any of the shares of any class of the corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the corporation which the corporation proposes to
issue or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation; and
any and all of such shares, bonds, securities, or obligations of the
corporation; whether now or hereafter authorized or created, may be issued, or
may be reissued if the same have been reacquired and if their reissue is not
prohibited, and any and all of such rights and options may be granted by the
Board of Directors to such individuals and entities, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
SEVENTH: The personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by the provisions of the Arkansas
Business
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Corporation Act, as the same may be amended and supplemented.
EIGHTH: The corporation shall, to the fullest extent permitted by the
provisions of the Arkansas Business Corporation Act, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of, such a person.
NINTH: The duration of the corporation shall be perpetual.
Signed on December 22, 1993.
/s/ James L. Purcell
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James L. Purcell, Incorporator