Exhibit-99.2
FORM OF SECOND AMENDMENT TO LOCK-UP
AGREEMENT
THIS SECOND
AMENDMENT TO LOCK-UP AGREEMENT, dated as of January 31, 2005
(this “Second Amendment”) is by and among SYRATECH
CORPORATION and each of its Subsidiaries (collectively, the
“Company”); and the Noteholders party hereto (the
“Noteholders’).
WHEREAS, the
Company and the Noteholders are parties to that certain Lock-Up
Agreement dated as of November 15, 2004, as amended by that certain
First Amendment to Lock-Up Agreement dated as of December 28,
2004 (the “Lock-Up Agreement”); capitalized terms used
herein shall have the meanings ascribed thereto in the Lock-Up
Agreement unless otherwise defined herein;
WHEREAS, pursuant
to the terms of the Lock-Up Agreement, a termination event will
occur if the Company fails to commence the Bankruptcy Proceedings
on or before January 31, 2005;
WHEREAS, the
Company does not expect to commence the Bankruptcy Proceedings by
January 31, 2005 and has therefore requested that the
Noteholders agree to amend the Lock-Up Agreement as set forth
below; and
WHEREAS, the
Noteholders have agreed to such amendment of the Lock-Up Agreement,
subject to the terms and conditions contained herein.
NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
AMENDMENT
1.1.
Amendment to Section 6.1 Termination Events.
Section 6.1(g) is
amended by replacing the date “May 31, 2005” in the
second line thereof with the date “June 30,
2005.”
1.2.
Amendment to Section 6.2 Bankrup
