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
