______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported): June 27, 1996
SYRATECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-12624 13-3354944
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
175 McClellan Highway
East Boston, MA 02128-9114
(Address of principal executive office)
Registrant's telephone number, including area code: (617) 561-2200
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 27, 1996,
Registrant's indirect wholly-owned subsidiary, Farberware Inc. ("Farberware")
entered into a License Agreement with Meyer Marketing Co. Ltd. ("Meyer")
pursuant to which Farberware granted to Meyer for a cash payment of $25.5
million (i) the exclusive right and license to use and exploit the
Farberware name and related trademarks throughout the world in
connection with the sourcing, manufacture and/or distribution of (a) Non-
electrical Cookware and Bakeware Products for home (as distinguished from
commercial, industrial and/or institutional) use and (b) commercial, industrial
and/or institutional size pots, pans and roasters, (ii) the exclusive right
and license to use and exploit specific intellectual property rights
consisting of certain patents and trademarks specific to the Cookware and
Bakeware Products business of Farberware and (iii) non-exclusive rights to use
and exploit certain other intellectual property rights belonging to Farberware.
Simultaneously, Farberware assigned to Meyer all of its right, title and
interest in and to a License and Distribution Agreement, dated September
29, 1995 (the "September 1995 License"), between Farberware's predecessor
(now known as Bruckner Manufacturing Corp.) and Meyer relating to aluminum non-
stick cookware. The License Agreement and the assignment of the September 1995
License were effected pursuant to an Agreement, dated May 3, 1996, by and
among Registrant, Farberware and Meyer. Meyer's obligations under that
agreement were guaranteed by its affiliate Meyer Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
***
(c) Exhibits
(1) License Agreement, dated as of June 27, 1996, by and between
Farberware Inc. and Meyer Marketing Co. Ltd.
(2) Assignment of License and Distribution Agreement, dated June
27, 1996, executed by Farberware Inc. and Meyer Marketing Company Ltd.
(3) Agreement, dated as of May 3, 1996, by and among Syratech
Corporation, Farberware Inc. and Meyer Marketing Co. Ltd.
(4) Unconditional Guaranty, dated May 3, 1996, executed by Meyer
Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
Date: July 11, 1996 SYRATECH CORPORATION
By /s/ E. Merle Randolph
_________________________________
E. Merle Randolph
Vice President, Treasurer
and Chief Financial Officer
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EXHIBIT INDEX
SYRATECH CORPORATION
Current Report on Form 8-K
Dated June 27, 1996
Exhibit No. Description Page
(1) License Agreement, dated as of June 27, 1996, by
and between Farberware Inc. and Meyer
Marketing Co. Ltd.
(2) Assignment of License and Distribution Agreement,
dated June 27, 1996, executed by Farberware Inc.
and Meyer Marketing Company Ltd.
(3) Agreement, dated as of May 3, 1996, by and among
Syratech Corporation, Farberware Inc. and Meyer
Marketing Co. Ltd.
(4) Unconditional Guaranty, dated May 3, 1996,
executed by Meyer Corporation.
EXHIBIT (1)
LICENSE AGREEMENT
LICENSE AGREEMENT, dated as of June 27 , 1996 (the "Effective
Date"), by and between FARBERWARE INC. (formerly known as Far-B Acquisition
Corp.), a Delaware corporation (the "Licensor") and an indirect wholly-owned
subsidiary of Syratech Corporation, a Delaware corporation (the "Parent"), and
MEYER MARKETING CO. LTD., a British Virgin Islands corporation (the
"Licensee").
WHEREAS, Licensor has acquired and owns certain trademarks, patents
and copyrights relating to Cookware and Bakeware Products as defined herein,
as well as to other products; and
WHEREAS, the Licensor wishes to grant, and the Licensee wishes to
receive, a license under certain trademarks, patents and copyrights relating
to Cookware and Bakeware Products, all upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and of other good and valuable consideration,
each to the other in hand paid, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
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ARTICLE I
Definitions, Interpretation and Construction
The capitalized terms used in this License Agreement are defined,
and the rules governing the interpretation and construction of this License
Agreement are set forth, in Schedule I annexed hereto; and the text and
provisions of said Schedule I are incorporated herein by reference as though
set forth at length in this Article I.
ARTICLE II
Grant of Licenses
2.1 Licensor hereby grants to Licensee for the period from the
Effective Date until Termination in accordance with Article XIII below:
2.1.1 The exclusive right and license to use and exploit
throughout the World (except as hereinafter provided) the Farberware name and
related trademarks in connection with the sourcing, manufacture and/or
distribution of (i) Cookware and Bakeware Products for home (as distinguished
from commercial, indus-trial and/or institutional) use and (ii) commercial,
industrial and institutional size pots, pans (including baking pans) and
roasters for commercial, industrial or institutional use; provided, however,
that the word "devices" as used in the definition of "Cookware and Bakeware
Products" shall not be deemed to confer upon Licensee any right to use and
exploit the Farberware name and related trademarks in connection with the
sourcing, manufacture and/or distribution of devices that are the same or
similar to and intended for the same use as devices that are both (a) included
in LHC's Current Farberware Catalogue, and (b) not included among devices that
as
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of the date hereof are sourced, manufactured and/or distributed by the
Licensor and its predecessors and their licensees (other than LHC) pursuant to
Existing Farberware Licenses; and provided, further, that the rights conferred
by this Section 2.1.1 shall not include rights to use and exploit the
Farberware name and related trademarks in connection with the sourcing,
manufacture and/or distribution of Electric Products of any kind, it being
understood and agreed that Licensor is reserving to itself the right to use
and exploit (directly or by assign-ment, licensing or otherwise) all Electric
Products Rights, including rights to manufacture, source, market and otherwise
exploit electrified versions of the frying pans, griddles and woks referred to
in the final sentence of the definition of Cookware and Bakeware Products.
2.1.2 The exclusive right and license to use and exploit those
specific Intellectual Property Rights that were acquired by Licensor pursuant
to the Asset Purchase Agreement and that are listed on Schedule II annexed
hereto, such specific Intellectual Property Rights, together with such
registrations thereof as may hereafter be effected in additional countries in
accordance with Section 5.2 solely for Cookware and Bakeware Products, being
herein collectively called "Schedule II Rights."
2.1.3 The non-exclusive right to use and exploit so much of the
other Intellectual Property Rights acquired by the Licensor pursuant to the
Asset Purchase Agreement (including, without limitation, such of the
Intellectual Property Rights listed on Schedule III annexed hereto as were so
acquired by Licensor but are not listed on Schedule II) as have heretofore
been used or exploited by the Licensor or its predecessors in connection with
the sourcing, manufacture and
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distribution of Cookware and Bakeware Products
and which Licensor shall have identified as such, and may be used and
exploited without violating the rights of third parties, including, without
limitation, the rights of parties to the Existing Farberware Licenses and the
Lifetime License, such non-exclusive Intellectual Property Rights, together
with such registrations thereof as may hereafter be effected in additional
countries in accordance with Section 5.2 not solely for Cookware and Bakeware
Products, being herein collectively called "Schedule III Rights."
2.2 Licensor reserves unto itself all other rights in and to the
Intellectual Property. Without limiting the generality of the next preceding
sentence and notwithstanding the grant of rights made to Licensee pursuant to
Section 2.1, Licensor and Parent shall have the right at any time and from
time to time to sell any and all Inventory owned by Licensor or Parent at the
time of the Closing under the Agreement or that Licensor is there-after
required to purchase under the MSA (including Inventory required to be
purchased pursuant to Licensor's exercise prior to the date of the Agreement
of Licensor's option under Section 2.A of the MSA to extend the initial
Production Period), and all returns thereof. Notwithstand-ing the grants of
trademark and other intellectual property rights being made to Licensee
pursuant to Section 2.1, (i) Parent and Licensor shall each have the right and
license (so long as either of them owns any Inven-tory acquired from the
Company or returned by customers) to use and exploit (and to authorize their
customers to use and exploit in connection with resale of the Inventory) all
of the Intellectual Property Rights that have at any time been used or
exploited by the Licensor or the Company or others in the marketing of
Inventory and (ii) the Company has a continuing royalty
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free license to use
the name Farberware in connection with (and only in connection with) the sale
in Australia of finished goods Inventory located in Australia on the Purchase
Date.
ARTICLE III
Ownership and Use of Intellectual Property Rights
3.1 Licensee acknowledges Licensor's exclusive ownership of the
Intellectual Property Rights, including any and all trademarks, service marks,
copyrights and patents listed on Schedule III, and agrees that it will do
nothing inconsistent with such ownership.
3.2 Licensee acknowledges and agrees that all of the Intellectual
Property Rights and the goodwill pertaining to the Intellectual Property
Rights is vested in Licensor. Licensor agrees to record this License
Agreement and/or to register Licensee as a user of the Intellectual Property
Rights licensed hereby with appropriate government authorities and to execute
all further lawful documents necessary to effect the terms of this License
Agreement in various countries in a manner that will preserve the ownership
rights of Licensor therein; and Licensee agrees to assist Licensor in so
doing. If, after being requested to do so by Licensee, Licensor shall for any
reason fail to record this License Agreement, or, alternatively, to register
Licensee as a user of the Intellectual Property Rights licensed hereby with
appropriate government authorities, or otherwise fail to make other necessary
filings hereunder, Licensee shall have the right, on notice to Licensor, to do
so; and in such event Licensor shall cooperate with Licensee in the exercise
of such right.
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3.3 Licensee agrees to follow the instructions of Licensor for
proper use of the Intellectual Property Rights licensed hereby in order that
protection and/or registrations therefor may be obtained or maintained.
Licensee agrees that, except as specifically provided in Article II, nothing
in this License Agreement shall give Licensee any right, title or interest in
or to any of the Intellectual Property Rights licensed hereby including the
vesting of ownership of the Intellectual Property Rights in Licensee, the
vesting of secondary meaning rights to the Intellectual Property in Licensee,
or the loss by Licensor of any of its rights in and to the Intellectual
Property reserved to Licensor herein (including rights of reverter which are
hereby so reserved) other than the right and license to exercise Intellectual
Property Rights in accordance with, and subject to the terms and conditions
of, this License Agreement. Licensee further agrees that it will not attack
the title of Licensor to any of the Intellectual Property Rights, or attack
the validity of the Intellectual Property Rights, or attack the validity of
this License Agreement.
ARTICLE IV
Quality Standards and Control
4.1 Licensor acknowledges that adherence to high standards of
quality, safety, style and appearance in the manufacture and distribution of
Cookware and Bakeware Products is imperative to preservation of the integrity
and value of the Farberware name, related trademarks and associated good will;
and Licensee undertakes and agrees that all Cookware and Bakeware Products
manufactured and distributed by Licensee using the Farberware name and related
trademarks shall (i)
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comply with applicable laws and regulations and (ii)
conform to standards of quality, safety, style and appearance at least equal
to those standards that have heretofore applied to first quality Cookware and
Bakeware Products manufactured and distributed by the Company, which the
parties agree are acceptable standards. The Licensee further agrees that
Licensor shall have the right to assure itself that the Licensee is complying
with the standards set forth in this Section 4.1 either by means of the
procedure set forth in Section 4.2 ("Prior Approval") or by means of the
procedure set forth in Section 4.3 ("Post Production Review"), the choice of
procedure to be chosen by the Licensee in the Licensee's sole and absolute
discretion.
4.2 If Licensee chooses to seek Prior Approval of a Cookware or
Bakeware Product, Licensee will initially forward to Licensor a prototype
sample ("Initial Sample") thereof. Upon receipt of Licensor's approval of the
Initial Sample, Licensee will produce a production sample. Licensee agrees to
test such Cookware and Bakeware Product before production of said product in
Licensee's own laboratory and to submit written results of such test along
with a sample ("Approval Sample") of the Cookware and Bakeware Product so
tested to Licensor. Licensor may, for any reason, submit any such Approval
Sample to an independent laboratory for testing. All costs, fees and expenses
associated with the testing by the independent laboratory will be borne by the
Licensee. Licensor agrees to inspect expeditiously each such Approval Sample
and to notify Licensee of its approval within fifteen (15) days of receipt,
and if not approved, to advise Licensee, in writing, of any and all
corrections reasonably required in order for it to be approved. The quality
of each Cookware or Bakeware Product offered for sale by Licensee shall be in
conformity with the
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Approval Sample thereof. If Licensor does not so respond
within thirty (30) days, the Approval Sample shall be deemed approved by
Licensor. The cost of all Approval Samples, including any and all shipping
charges, shall be borne exclusively by Licensee. Licensor shall be entitled
from time to time to inspect random samples (which Licensee agrees to make
available at no charge to Licensor) from the produc-tion stock of Cookware and
Bakeware Products that received Prior Approval to confirm that production
stock of such products substantially conforms with the Approval Samples
thereof. Production samples of any Cookware or Bakeware Products that conform
to the Approval Samples thereof shall be deemed to meet the standards required
by Section 4.1.
4.3 If Licensee elects not to pursue prior approval of any Cookware
or Bakeware Product in accordance with Section 4.2 above, Licensee shall be
deemed to have opted for Post Production Review of such product, and Licensee
may proceed with the production and marketing of such Cookware or Bakeware
Product so long as Licensee determines in good faith that such product
conforms to the standards required by Section 4.1. Prior to or
contemporaneously with Licensee's first commercial sale of any Cookware or
Bakeware Product for which Licensee did not seek Prior Approval in accordance
with Section 4.2, Licensee shall provide Licensor with written notice of
Licensee's introduction of such Cookware or Bakeware Product. Licensee agrees
to make available to Licensor at no charge such samples of each of the
Cookware and Bakeware Products produced by Licensee as Licensor may from time
to time reasonably request for the purpose of testing such products for
compliance with applicable laws and regulations, and to enable Licensor to
determine
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whether such products comply with the standards specified in Section
4.1 above. If Licensor thereafter determines in Licensor's reasonable
discretion (which shall not be arbitrarily or capriciously exercised) that any
Cookware or Bakeware Product not previously approved in writing (except as
otherwise provided in the penultimate sentence of Section 4.2) does not comply
with applicable laws and regulations or meet the quality standards required by
Section 4.1, Licensor shall have the right (which shall be exercised
reasonably and, if challenged by Licensee, shall be subject to the Dispute
Resolution procedures set forth in Article XV) by written notice to Licensee
to order that such product be withdrawn from the market immediately. A
failure promptly to comply with any such order that is not challenged or, if
challenged, is upheld will be deemed to be a breach of this License Agreement.
4.4 Licensee agrees to permit Licensor upon reasonable request to
inspect Licensee's manufacturing operations and testing records (and those of
Licensee's suppliers) for the Cookware and Bakeware Products.
4.5 Any modification of any Cookware or Bakeware Product, including
change of materials, design or size shall be treated as if it were a new
product.
4.6 Licensee acknowledges that adherence to high standards of
quality, style and appearance in the packaging and advertising (including any
printed materials) of Cookware and Bakeware Products or in related uses of the
Farberware name, logo or related trademarks in any form or manner whatsoever
(collectively, "Packaging and/or Promotional Materials") is essential to
preservation of the integrity and value of the Farberware name, related
trademarks and associated good will; and
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Licensee undertakes and agrees that
all Packaging and/or Promotional Materials using the Farberware name, logo or
related trademarks shall conform to standards of quality, style and appearance
at least equal to those standards that (i) have heretofore applied in the
packaging and marketing of first quality Cookware and Bakeware Products
manufactured and distributed by the Company or, alternatively, (ii) have
applied, or from time to time hereafter may be applied, to the packaging and
marketing of high-grade Cookware and Bakeware Products manufactured and
distributed by the Licensee under its own name or that of Meyer Corporation;
and the parties agree that adherence to either of those standards shall be,
and be deemed to be, adherence to an acceptable standard. The Licensee
further agrees that Licensor shall have the right to assure itself that the
Licensee is adhering to a standard permitted by this Section 4.6 either by
means of the procedure set forth in subsection 4.6.1 ("Prior Approval"), or by
means of the procedure set forth in subsection 4.6.2 ("Post-Utilization
Review"), the choice of procedure to be made by Licensee in Licensee's sole
and absolute discretion.
4.6.1 If Licensee chooses to seek Prior Approval of any
Packaging and/or Promotional Materials, Licensee shall submit samples
(hereinafter referred to as "Print Samples") of such Packaging and/or
Promotional Materials to Licensor for approval prior to use thereof. Licensor
agrees expeditiously to inspect such Print Samples and to notify Licensee of
its approval within 15 days of receipt and, if not approved, to advise
Licensee in writing of any and all changes reasonably required in order for
them to be approved. The quality of the Packaging and/or Promotional
Materials utilized by Licensee shall be in conformity with the Print
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Samples.
If Licensor does not so respond within 30 days, the Print Samples shall be
deemed approved by the Licensor. The cost of all Print Samples, including any
and all shipping charges, shall be borne exclusively by Licensee.
4.6.2 If Licensee elects not to pursue Prior Approval of any
Packaging and/or Promotional Materials in accordance with subsection 4.6.1
above, Licensee shall be deemed to have opted for Post-Utilization Review of
such Packaging and/or Promotional Materials, and Licensee may proceed with use
thereof so long as Licensee determines, in good faith, that such Packaging
and/or Promotional Materials conform to a standard permitted by the
introductory part of this Section 4.6. Prior to or contemporaneously with
Licensee's first public use of any Packaging and/or Promotional Materials for
which Licensee did not seek Prior Approval in accordance with subsection
4.6.1, Licensee shall provide Licensor with written notice of Licensee's
utilization thereof, and, if requested to do so by Licensor, shall make
available to Licensor at no charge, Print Samples of such Packaging and/or
Promotional Materials for the purpose of enabling Licensor to determine
whether such Packaging and/or Promotional Materials comply with a standard
permitted by the forepart of this Section 4.6. If Licensor thereafter
determines in Licensor's reasonable discretion (which shall not be arbitrarily
or capriciously exercised) that the Packaging and/or Promotional Materials
that were not previously approved do not comply with a standard permitted by
the introductory part of this Section 4.6, Licensor shall have the right
(which shall be exercised reasonably and, if challenged by Licensee, shall be
subject to the dispute resolution procedures set forth in Article XV), by
written notice to Licensee, to order that use of such Packaging and/or
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Promotional Materials be discontinued immediately. The failure promptly to
comply with any such order that is not challenged, or, if challenged, is
upheld, will be deemed to be a breach of this License Agreement.
4.7 If Licensee at any time desires to have any Cookware or
Bakeware Products or components thereof manufactured by a third party and if
any such third party manufacturer utilizes the Licensed Intellectual Property
Rights for any unauthorized purpose, Licensee shall cooperate fully in bring
such utilization to an immediate halt. If as a result of the activities of
any such third party manufacturer, Licensor is subjected to any penalty or
expense, Licensee will on demand fully compensate Licensor for any cost or
loss Licensor sustains.
4.8 All complaints concerning any Cookware or Bakeware Products or
any of the Intellectual Property Rights, which are received, either directly
or indirectly, by the Licensee and which could reasonably be expected to
result either in litigation against the Licensor or, alternatively, in a
discernible diminution in the value of any of the Intellectual Property
Rights, shall be promptly forwarded by the Licensee to the Licensor.
4.9 All returns of Cookware or Bakeware Products sold by Licensee
under this License Agreement shall be directed to Licensee. In the event that
any Cookware or Bakeware Products sold by Licensee are returned to Licensor by
consumers, Licensee shall reimburse Licensor for Licensor's actual costs of
handling and shipping the same via United Parcel Service to Licensee. In the
event that any Cookware or Bakeware Products sold by Licensor are sent to
Licensor by distributors, merchants or wholesalers, Licensor shall decline to
accept delivery
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thereof and cause such products to be returned to the
distributors, merchants or wholesalers from whom they were sent, together with
instructions to deal with the Licensee with respect to any proposed return of
products manufactured by it.
ARTICLE V
Trademarks and Service Marks
5.1 Except with the written consent of Licensor, neither Licensee
nor any of its subsidiaries or affiliates will register or attempt in any
country to register any of the Licensed Intellectual Property Rights
(including any Marks), or any word, symbol or design which is so similar
thereto as to suggest association with or sponsorship by Licensor. In the
event of breach of the foregoing, Licensee agrees, at its expense and at
Licensor's request, immediately to terminate the unauthorized registration
activity, and promptly to execute and deliver, or cause to be delivered, to
Licensor such assignments and other documents as Licensor may require to
transfer to Licensor all rights to the Marks or other Intellectual Property,
registrations and applications involved.
5.2 Licensee shall not use or exercise any Licensed Intellectual
Property Rights (including the right to use any trade name, trademark or
service mark) granted by this License Agreement in any country unless or until
an application has been filed for the relevant Licensed Intellectual Property
Right to be duly registered in such country by Licensor. Licensor shall
promptly file applications for such registration upon request by Licensee at
Licensee's expense. If Licensor shall for any reason fail to file any such
application within a reasonable time after being
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requested to do so, Licensee
shall have the right, on notice to Licensor, to make such filing; and in such
event Licensor shall cooperate with Licensee in the exercise of such right.
Licensor may determine whether or not to seek registration of any Intellectual
Property Right solely for Cookware and Bakeware Products or for additional
categories as well. Applications and registrations of Licensed Intellectual
Property Rights solely for Cookware and Bakeware Products shall be Schedule II
Rights for purposes of this License Agreement. Applications and registrations
of Licensed Intellectual Property Rights not solely for Cookware and Bakeware
Products shall be Schedule III Rights for purposes of this License Agreement.
5.3 Licensee shall also provide Licensor with specimens of use of
the Licensed Intellectual Property Rights necessary for filing trademark
applications, statements of use, renewals of registration and other such
registration documents in timely fashion upon request.
5.4 Licensee agrees that it shall affix to every item and package
of the Cookware and Bakeware Products a notice to indicate the rights of
Licensor in the Licensed Intellectual Property Rights, including registration
status of the Licensed Marks, and that the Cookware and Bakeware Products are
manufactured and sold pursuant to a license from Farberware Inc.
ARTICLE VI
Patent and Copyright Marking
6.1 At all times from the Effective Date and until termination of
the patents, Licensee shall affix to Cookware and Bakeware Products a
statement,
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identifying each applicable United States Patent, substantially in
the following form: "Licensed under United States Patent No. _______."
6.2 At all times from the Effective Date and until termination of
the copyrights, Licensee shall affix to all copies of copyrighted materials
including copyrighted designs and related documentation, or portions thereof,
made or used by Licensee hereunder, a copyright notice in either of the
following forms: "Copyright [year], Farberware Inc. All Rights Reserved." or
[year], Farberware Inc. All Rights Reserved." The notice shall be affixed
to all copies or portions thereof in such manner and location as to give
reasonable notice of Licensor's claim of copyright.
ARTICLE VII
Reimbursement by Licensee
Licensee shall reimburse Licensor for all official fees and
attorney's fees in connection with renewal, maintenance, application for
registration, license recordal, user registration and other fees pertaining to
the Intellectual Property Rights licensed hereunder, including the Licensed
Marks, patents and copyrights, and shall reimburse Licensor for all license
recordal, user, registration and other fees necessary, in the view of
Licensor, for Licensee to exercise the licenses and rights granted in this
License Agreement for the manufacture, sourcing, and exploitation of Cookware
and Bakeware Products. Notwithstanding the foregoing sentence of this Article
VII, if any renewal, maintenance, application for registration, license
recordal, user registration or other fees and related expenses (collectively
"Maintenance Charges") are incurred in connection with the use of an
Intellectual
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Property Right by, or the protection of such Intellectual
Property Right for, Licensee and other lawful users of such Intellectual
Property Right (including Licensor), such maintenance charges shall be
apportioned among the users of such Intellectual Property Right (including
Licensee and Licensor) in accordance with their comparative usage and
enjoyment of the benefits thereof.
ARTICLE VIII
Indemnification
8.1 Licensee shall exonerate, indemnify and hold harmless Licensor
and the other Indemnified Parties at all times from and after the Effective
Date against all claims, liabilities (including settlements entered into in
good faith with Licensee's consent, not to be unreasonably withheld) and
expenses (including reasonable attorneys'fees, disbursements and other
charges) arising out of Licensee's activities hereunder, or out of any defect
(whether obvious or hidden and whether or not present in any sample approved
by Licensor) in any Cookware or Bakeware Products, or arising from personal
injury, or property damage, or any infringement of any rights of any other
person by the manufacture, sale, possession or use of any Cookware or Bakeware
Products, or their failure to comply with applicable laws, regulations and
standards. Without limiting the generality of the foregoing, Licensee agrees
to exonerate, indemnify and hold Licensor, Parent and their respective
officers, directors and employees, harmless of, from and against any liability
or expense arising from any claim that the Cookware and Bakeware Products or
the use of the Intellectual Property Rights on or in connection with the
Cookware and
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Bakeware Products hereunder or any packaging, advertising or
promotional material infringes on any patent, copyright or trademark right of
any third party or otherwise constitutes unfair competition by reason of any
prior rights acquired by such third party. The Indemnified Parties hereunder
shall include Parent and Licensor and their respective officers, directors,
employees and agents.
8.2 No warranty or indemnity is given by Licensor with respect to
any liability or expense arising from any claim that use of any of the
Intellectual Property Rights on or in connection with any of the Cookware and
Bakeware Products hereunder or any packaging, advertising or promotional
material infringes on any trademark right of any third party or otherwise
constitutes unfair competition by reason of any prior rights acquired by such
third party other than rights acquired from Licensor. It is expressly agreed
that it is Licensee's responsibility to carry out such investigations as it
may deem appropriate to establish that all Cookware and Bakeware Products,
packaging, promotional and advertising material, which are manufactured or
created hereunder, including any use made of the Intellectual Property Rights
therewith, do not infringe such rights of any third party, and Licensor shall
not be liable to Licensee if such infringement occurs.
ARTICLE IX
Insurance
9.1 To assure the exoneration and indemnification provided for in
Section 8.1, Licensee shall, at Licensee's expense, obtain product liability
insurance with respect to Licensed Products sold hereunder in the following
amounts:
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$1,000,000 - for injury to one person
$3,000,000 - for injury to two or more persons
$1,000,000 - for damages to property
$5,000,000 - umbrella
The insurance obtained by Licensee shall be in form and with insurers
reasonably acceptable to Licensor, and shall provide coverage for Licensor as
an additional insured. Upon the execution of this License Agreement, Licensee
shall submit to Licensor original or duplicate policies of insurance or
certificates of the insurers showing such insurance in effect, which policies
or certificates shall provide that the insurer shall provide to Licensor
written notice of alteration or cancellation of the insurance policy at least
thirty (30) days prior to such alteration or cancellation of the insurance
policy. Licensor shall indemnify Licensee from and against any claim that
Licensee is not entitled to use the Licensed Intellectual Property Rights
pursuant to this License Agreement because such use allegedly infringes on the
rights of any third party granted to such third party by Licensor.
9.2 If available, Licensor shall purchase, at Licensor's expense
(subject to the limitation hereinafter stated), an insurance policy insuring
Licensee for a term of six years against all loss, liability or expense
(including reasonable attorneys'fees, disbursements and other charges), which
exceeds a specified deductible amount that is no greater than the deductible
amount applicable under Licensee's own present product liability insurance
policy and which shall have been incurred by Licensee as a result of product
liability claims hereafter asserted against Licensee in respect of Cookware
and Bakeware Products that were manufactured and sold by Licensor or U.S.
Industries, Inc. or Hanson Industries, Plc. The aggregate
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amount of the
premiums that Licensor shall be required to pay for such coverage over the six
year period shall not exceed One Hundred Thousand Dollars ($100,000). If such
insurance coverage cannot be obtained at any price, Licensor's obligation to
obtain such coverage shall be void. If such insurance coverage can be
obtained but the cost thereof over the six year period would exceed One
Hundred Thousand Dollars ($100,000), Licensee shall have the option to
contribute the difference between the cost of such coverage and One Hundred
Thousand Dollars or accept lesser coverage or a shorter term or a combination
of any thereof. Licensor shall have no other obligation or liability to
Licensee for product liability claims in respect of Cookware and Bakeware
Products manufactured or sold by the Licensor and/or its predecessors.
ARTICLE X
Limitation of Licensor's Rights
Except as otherwise provided in Section 2.2, Licensor shall not use
the Cookware and Bakeware Products Rights (as defined in the Agreement) for
itself on Cookware and Bakeware Products during the Term. Licensor shall not
license any other party to use the Cookware and Bakeware Products Rights on
Cookware and Bakeware Products during the Term.
<PAGE>
20
ARTICLE XI
Royalty Payments
On or before April 1 of each year during the Term, Licensee shall
pay to Licensor the sum of One Dollar (U.S. $1.00) in return for the
continuing license granted to Licensee herein.
ARTICLE XII
Unlicensed Use of Licensed Materials
12.1 Licensee agrees that it will not use the Licensed Intellectual
Property Rights in any way other than as herein authorized.
12.2 Licensee agrees to give Licensor prompt written notice of any
unlicensed use by third parties of Licensed Intellectual Property Rights, and
Licensee will not, without Licensor's written consent, bring or cause to be
brought any criminal prosecution, lawsuit or administrative action for
infringement, interference with or violation of any Licensed Intellectual
Property Rights. Licensee agrees to cooperate with Licensor and, if
necessary, to be named by Licensor as a sole complainant or co-complainant in
any action against an infringer of the Licensed Intellectual Property Rights,
and, notwithstanding any right of Licensee to recover same, legal or
otherwise, Licensee agrees to pay to Licensor, and hereby waives all claims
to, all damages or other monetary relief recovered in such action by reason of
a judgment or settlement (other than for reasonable expenses incurred at
Licensor's request, including reasonable attorney's fees, if Licensor has
requested Licensee to retain separate counsel), whether or not such damages or
other monetary relief, or
<PAGE>
21
any part thereof, represent or are intended to
represent injury sustained by Licensee as a licensee hereunder.
ARTICLE XIII
Termination
13.1 Basic Term. Unless previously terminated, the term of this
License Agreement ("Term"), and the licenses granted herein, shall continue
from the Effective Date to April 30, 2196 (the "Expiration Date") and the
licenses under each of the Copyrights and Patents shall continue from the
Effective Date to the expiration of the term of such Copyright or Patent or
any renewal or extension thereof.
13.2 Termination. All of the rights and licenses granted by this
License Agreement shall terminate upon a material breach by Licensee of any of
the material terms and conditions of this License Agreement, which, after due
notice of same from Licensor, remains uncured for a period of 180 days if it
is determined in an arbitration proceeding conducted in accordance with
Section 15.3 that such breach cannot be redressed by the payment of money
damages alone and is so egregious as to warrant forfeiture of the rights and
license granted to Licensee hereunder.
ARTICLE XIV
Effect of Termination
14.1 Upon termination of the licenses granted in this License
Agreement, Licensee agrees, except as otherwise provided in Section 14.2,
immediately to discontinue all use of the Licensed Intellectual Property
Rights, including all use of any terms confusingly similar to the Licensed
Marks, to cooperate
<PAGE>
22
with Licensor or its appointed agent to apply to the
appropriate authorities to cancel recording of this License Agreement and all
related agreements from all government records, to destroy all printed
materials bearing any of the Licensed Marks, and that all rights in the
Licensed Intellectual Property Rights and the good will connected therewith
shall remain the property of Licensor.
14.2 Upon termination of this License Agreement, Licensee shall have
the right to sell, for a period of twelve (12) months thereafter, any Cookware
and Bakeware Products on-hand or in the process of manufacture, provided that
Licensee shall be bound by all other obligations imposed upon it pursuant to
this License Agreement. Thereafter, all unsold inventory of Cookware and
Bakeware Products must either be (i) reworked to change its appearance or (ii)
destroyed. In no case may the inventory be "dumped" or sold below
manufactured costs. The sell-off period provided for under this Section 14.2
shall not apply unless Licensee maintains the insurance coverage required
under Article IX of this License Agreement throughout such period.
14.3 Effective immediately upon any termination prior to expiration
of the Term specified in Section 14.1 hereof, Licensee shall grant to Licensor
a royalty-free, paid-up, irrevocable, nonexclusive worldwide license for all
rights of Licensee in, to and under patents and copyrights owned by, licensed
to, or otherwise lawfully employed by, Licensee in the exercise of the rights
granted under this License Agreement to use and exploit the Intellectual
Property Rights in connection with Cookware and Bakeware Products.
<PAGE>
23
ARTICLE XV
Dispute Resolution
15.1 Controversies between Licensor and Licensee shall be resolved,
to the extent possible, by informal meetings and discussions in good faith
between the parties. Such meetings and discussions shall, upon commencement,
occur daily for three consecutive days and for at least two hours each day.
15.2 If a dispute between the parties cannot be resolved by informal
meetings and discussions within five days after commencement thereof, either
party to this License Agreement may elect to exercise its right to require
mediation at New York, NY of the dispute. During mediation, the parties agree
to negotiate in good faith as to the matter submitted to mediation. In such
event, the parties shall either: appoint a single mediator if they can agree
on one mediator; or if the parties cannot agree on a single mediator, each
appoint one mediator, and the two mediators shall appoint a third mediator.
No mediator shall be an employee, officer, Board member, consultant, supplier
or customer, or otherwise affiliated with a party to this License Agreement
and shall be reasonably qualified to act as a mediator with respect to the
negotiation of agreements similar to this License Agreement. Each party shall
share equally in the out-of-pocket costs for mediation; provided that the
mediators shall be empowered to require one party to pay more than one half of
the expenses if the mediators determine that such party is not negotiating in
good faith in the mediation process. Each party agrees to comply with all
decisions, directions, instructions and procedures made or established in good
faith by the mediator(s). Any mediated resolution between the parties shall
be as consistent as is practical with
<PAGE>
24
the existing agreements between the
parties and shall not serve to modify, amend or otherwise change their
respective rights and obligations under such existing agreements.
15.3 If the parties are unable to resolve a controversy pursuant to
Section 15.2 within fifteen (15) days after commencement of mediation
proceedings, the dispute shall be settled by binding arbitration, and a
corresponding judgment may be entered in a court of competent jurisdiction.
Arbitration of any dispute may be initiated by one party by sending a written
demand for arbitration to the other party. This demand will specify the
matter in dispute and request the appointment of an arbitration panel. The
mailing of process to Licensee at the address set forth in Section 16.3 will
be deemed personal service and accepted by Licensee for any arbitration or
proceeding with respect to this License Agreement. The arbitration panel will
consist of one arbitrator named by Licensor, one arbitrator named by Licensee
and a third arbitrator named by the two arbitrators so chosen. The
arbitration will be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The situs of the arbitration
will be in New York, New York.
ARTICLE XVI
Miscellaneous
16.1 Amendment and Modification. Subject to applicable law, this
License Agreement may be amended, modified or supplemented only by a written
<PAGE>
25
agreement signed by the parties hereto with respect to any of the terms
contained herein.
16.2 Waiver of Compliance; Consents. Any failure of the Licensee,
on the one hand, or the Licensor, on the other hand, to comply with any
obligation, covenant, agreement or condition herein may be waived by the
Licensee, or by the Licensor, respectively, only by a written instrument
signed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition
shall no operate as a waiver of, or estoppel with respect to, any subsequent
or other failure. Whenever this License Agreement requires or permits consent
by or on behalf of any party hereto, such consent shall be given in writing in
a manner consistent with the requirements for a waiver of compliance as set
forth in this Section 16.2
16.3 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, by courier or registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
if to the Licensee, to it at:
Meyer Marketing Co. Ltd.
382 Kwun Tong Road
Kwun Tong, Kowloon, Hong Kong
Attn:Mr. C.K. Wong
Group Financial Controller
<PAGE>
26
with copies to:
Meyer Corporation
601 Gateway Boulevard
Suite 1150
South San Francisco, CA 94080
Attn.: Mr. Stanley K. Cheng, Chairman
with a copy to:
Baker & McKenzie
805 Third Avenue
29th Floor
New York, NY 10022
Attn.: Malcolm I. Ross, Esq.
Richard L. Nevins, Esq.
if to the Parent or the Licensor, to the Parent at:
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128-9114
Attn.: Mr. Leonard Florence,
Chairman of the Board,
President and Chief Executive Officer
with copies to:
Faye A. Florence, Esq.
Vice President and General Counsel
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128-9114
and
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Attn.: James L. Purcell, Esq.
16.4 No Assignment. The Licensee may assign its rights herein, in
whole or in part, without the consent of the Licensor, provided that (i) the
assignee
<PAGE>
27
shall be a financially sound Person in relation to the obligations
being assumed, (ii) such assignee shall assume all obligations of the Licensee
hereunder and agree to be bound by the terms and conditions hereof, and (iii)
Licensee shall at all times remain liable (as principal and not as surety) for
the payment and discharge of all obligations undertaken by Licensee in this
License Agreement.
16.5 Binding on Successors. This License Agreement will inure to
the benefit of and be binding upon Licensor, its successors and assigns; and
upon Licensee, and its successors and assigns permitted pursuant to Section
16.4.
16.6 Governing Law. This License Agreement shall be governed by
the laws of the State of New York.
16.7 Counterparts. This License Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
16.8 Entire Agreement. This License Agreement, including the
documents or instruments referred to herein, embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promised, representations, warranties,
covenants, or undertakings, other than those expressly set forth or referred
to herein. Except as expressly set forth herein, this License Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
16.9 Remedies. Except as expressly provided herein, all specific
remedies provided for in this License Agreement are cumulative and are not
exclusive of one another or of any other remedies available in law or equity.
<PAGE>
28
16.10 Survival. The provisions of this License Agreement relating
to payment obligations, confidentiality, indemnification, and remedies, shall
survive the expiration or termination of this License Agreement.
16.11 Severability. If any provision of this License Agreement is
declared by a court of competent jurisdiction to be invalid, illegal,
unenforceable, or void then both parties shall be relieved of all obligations
arising under such provision, but only to the extent that such provision is
invalid, illegal, unenforceable, or void. If the remainder of this License
Agreement is capable of substantial performance, then each provision not so
affected shall be enforced to the extent permitted by law.
16.12 Relationship. This License Agreement does not provide for a
joint venture, partnership, agency or employment relationship between Licensor
and Licensee. The Licensee is not the agent or legal representative of
Licensor for any purpose whatsoever. The Licensee is not granted any right of
authority to assume or to create any obligation or responsibility, express or
implied, on behalf of or in the name of the Licensor or to bind Licensor in
any manner or thing whatsoever.
IN WITNESS WHEREOF, the parties hereto have caused this License
Agreement to be executed as of the day and year first above written.
FARBERWARE INC. MEYER MARKETING CO. LTD.
By:/s/ Leonard Florence By: /s/ Robert A. Rae
------------------------- -------------------
Name: Leonard Florence Name: Robert A. Rae
Title: Chairman and President Title: President
<PAGE>
SCHEDULE I
Definitions, Interpretation and Construction
1.1 Definitions. As used in the License Agreement (as
hereinafter defined) the following terms have the following meanings:
"Agreement" means the Agreement dated May 3, 1996, by and among
Syratech Corporation ("Parent"), Licensor and Licensee pursuant to which the
License Agreement is being executed and delivered.
"Asset Purchase Agreement" means the Asset Purchase Agreement,
dated February 2, 1996, by and between the Company, Licensor, Parent and LHC
pursuant to which Licensor acquired, inter alia, the Intellectual Property
Rights, a portion of which are being licensed to the Licensee pursuant to the
License Agreement.
"Company" means Bruckner Manufacturing Corp., a Delaware
corporation formerly known as Farberware Inc.
"Cookware and Bakeware Products" means non-electric pots, pans,
grills (other than outdoor grills and grills of the types pictured on pages 44
and 45 of LHC's Current Farberware Catalogue), griddles, kettles (but only
those made of stainless steel, regular aluminum or anodized aluminum), woks,
rotisseries (other than electrified or outdoor rotisseries), steamers and
other vessels, containers, receptacles and devices (other than coffee urns) of
all kinds and materials (including glass and ceramic cookware but EXCLUDING
glass and ceramic bakeware or other food preparation items similar to those
marketed, or generally known, as "Pyrex" products and ALSO EXCLUDING
disposable cookware and bakeware products made from aluminum foil and/or
similar materials) for use in the preparation of baked, barbecued, boiled,
fried, grilled, roasted, steamed and other cooked foods at home (as
distinguished from the commercial, indus-trial and/or institutional
preparation thereof). Notwithstanding the foregoing limitations of the
definition of "Cookware and Bakeware Products," such definition shall include
commercial, industrial and institu-tional size pots, pans (including baking
pans) and roasters and shall also include the non-electrified bodies of those
frying pans, griddles and woks heretofore electrified by the Company and
marketed by the Company as electric frying pans, electric griddles and
electric woks; but nothing in this definition shall permit the Licensee to
electrify any of such items or to market any electric frying pans, electric
griddles, electric woks or any other Electric Products under the Farberware
name and trademark.
<PAGE>
I-2
"Electric Products Rights" means rights to use and exploit the
Farberware name and trademark in connec-tion with the sourcing, manufacture
and/or distribu-tion of "Electric Products," i.e., electrical items of all
kinds (whether for home, commercial, industrial and/or institu-tional use and
whether or not now invented or sold under the Farberware name), including, by
way of illus-tra-tion and without limitation, electric coffee makers, espresso
machines, grinders of all kinds, juicers, mixers, blenders, food processors,
deep fryers, corn poppers, toasters, toaster ovens, convection ovens,
microwave ovens, hot plates, waffle and sandwich makers, bread makers, grills,
griddles, frying pans, woks, warmers, can openers and other small electrical
appliances, electric grooming aids, electric cleaning devices and other
electric products of all kinds, excluding, however, electric pepper mills and
major consumer appliances, such as refrigerators, clothes washers, clothes
dryers, dishwashers and electric ranges.
"Existing Farberware Licenses" means Farberware Licenses
heretofore granted by the Company (or any predecessor of the Company) that are
valid and subsist-ing and includes, without limitation, the license agreements
identified on the schedule annexed to the License Agreement as Schedule III.
"Farberware Business" means and includes manufacturing,
importing, sourcing, marketing and distributing Cookware and Bakeware Products
and certain electric products and the ownership and licensing of certain
intellectual Property Rights.
"Farberware Licenses" means licenses to manu-facture (and/or
cause to be manufactured) and/or market products under and using the
"Farberware" name and trademark and includes, without limitation, the Existing
Farberware Licenses.
"Intellectual Property Rights" means all of the rights of the
Licensor (which includes all of the rights owned by the Company and its
subsidiaries immediately prior to the Closing under the Asset Purchase
Agreement) in, and with respect to, the trademarks, trade names, service
marks, copyrights (including applications for, rights to acquire and other
rights with respect to, any of the foregoing), licenses, technology, know-how,
trade secrets, franchises, authorizations (and all documentation relating to
the fore-going) of the Licensor (which includes all of the rights that were
owned by the Company and its subsidiaries immediately prior to the Closing
under the Asset Purchase Agreement) used or hereto-fore proposed to be used by
the Licensor or its predecessors in interest (including the
<PAGE>
I-3
Company and its
subsidiaries) in connection with the Farberware Business, including, with-out
limitation, (i) the name "Farberware" and (ii) the patents, trademarks and
copy-rights included in the Sale Assets to the extent that such patents,
trademarks and copyrights were effectively conveyed to the Licensor on the
Purchase Date.
"Inventory" means all quantities of finished goods inventories
(including wrapped goods) of Cookware and Bakeware Products, but shall not
include raw materials or work in process.
"License Agreement" means the License Agreement, dated as of
, 1996 by and between Farberware Inc. (formerly known as Far-B
Acquisition Corp.) ("Licensor") and Meyer Marketing Co. Ltd. ("Licensee") to
which this Exhibit A is annexed.
"Licensed Intellectual Property Rights" means the Intellectual
Property Rights (including trade names, trademarks, service marks, patents and
copyrights) that are being licensed to the Licensee pursuant to the License
Agreement.
"Licensee" has the meaning ascribed to that term in the
definition of the License Agreement.
"Licensor" has the meaning ascribed to that term in the
definition of the License Agreement.
"LHC" means Lifetime Hoan Corporation, a Delaware corporation.
"LHC's Current Farberware Catalogue" means the catalogue
bearing the front cover inscription "FARBERWARE Cutlery Kitchen Tools Gadgets
Cutting Boards BBQ Accessories," consisting of a front cover, a back cover,
four pages (marked i through iv) listing style numbers and product
descriptions, and fifty pages (numbered 2 through 51) of product pictures, and
having on the back cover thereof the following information inter alia:
Lifetime Hoan Corporation, Westbury, NY 11590 CAT. NO. ZYFW2CAT, which
catalogue is currently being circulated by LHC.
"Lifetime License" means the License Agreement dated December
14, 1989 between the Company and Lifetime Cutlery Corp., as supplemented by
letter, dated November 16, 1990, on Farberware Inc. stationery, addressed to
Mr. Jeff Siegel and signed by Kevin O'Malley, as the same may be amended or
replaced pursuant to the Agreement, dated as of February 2, 1996, by and among
Parent, LHC and Seller.
"Marks" means trademarks and service marks.
<PAGE>
I-4
"Meyer Marketing License" means the License and Distribution
Agreement dated September 29, 1995 between the Company and Meyer Marketing
Company, Ltd., as amended by side letter of even date therewith.
"Parent" has the meaning ascribed to it in the definition of
Agreement
"Person" means any individual, corporation, partnership, firm,
joint venture, association, joint-stock company, trust, unincorporated
organization, governmental body or other entity.
"Purchase Date" means April 2, 1996, i.e., the date on which
the purchase of the Sale Assets from the Company was completed.
"Sale Assets" means all Assets (as defined in the Asset
Purchase Agreement) that were conveyed to Licensor pursuant to Section 1.1 of
the Asset Purchase Agreement.
1.2 Interpretation. In the License Agreement, unless a clear
contrary intention dictates otherwise:
1.2.1 the singular number includes the plural number and vice
versa;
1.2.2 reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted
by the terms of the applicable agreement; and reference to a Person in a
particular capacity excludes such Person in any other capacity or
individually;
1.2.3 reference to either gender includes the other gender;
1.2.4 reference to any agreement (including the License Agreement
and the Schedules attached thereto), document or instrument means such
agreement, docu-ment or instrument as amended or modified and in effect from
time to time in accordance with the terms thereof and, if applicable, the
terms of the License Agreement;
1.2.5 reference to any Law means as amended, modified, codified,
replaced or re-enacted, in whole or in part, and in effect on the date of the
License Agreement, including rules, regulations, enforcement procedures and
any interpre-ta-tions promulgated thereunder;
1.2.6 reference to any Article, Section, subsection, clause,
Exhibit or Schedule means such Article,
<PAGE>
I-5
Section, subsection or clause of the License Agreement or Schedule thereto;
1.2.7 "herein," "hereunder," "hereof," "hereto" and words of
similar import shall be deemed references to the Agreement as a whole and not
to any particular Article, Section, subsection, clause, Exhibit or Schedule
attached thereto;
1.2.8 "including" (and with correlative meaning "include") means
including without limiting the generality of any description preceding such
term; and
1.2.9 the headings contained in the License Agreement (including
the Exhibits and Schedules attached thereto) are for reference purposes only
and shall not affect in any way the meaning or interpretation of the License
Agreement.
1.3 Construction. The parties have participated jointly in the
negotiation and drafting of the License Agreement directly and through their
respective counsel, i.e. Paul, Weiss, Rifkind, Wharton & Garrison, on behalf
of Parent and Seller, and Baker & McKenzie, on behalf of Purchaser. In the
event an ambiguity or question of intent or interpreta-tion arises, the
License Agreement shall be construed as if drafted jointly by the parties, and
no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provision of the License Agreement.
<PAGE>
SCHEDULE II
INTELLECTUAL PROPERTY USED EXCLUSIVELY FOR
NON-ELECTRIC COOKWARE AND BAKEWARE PRODUCTS
TRADEMARKS
<TABLE>
<CAPTION>
MARK GOODS JURISDICTION REGISTRATION NUMBER APPLICATION NUMBER
<S> <C> <C> <C> <C>
FARBERWARE Household hollow wares made of USA 804130 --
metal, namely, colanders and
casserole sets
ADVANTAGE Saucepans, saucepots, etc. USA 1226680 --
MILLENNIUM Nonelectric cookware USA 1898138 --
NEVERSTICK Cookware and bakeware USA 1743201 --
FARBERWARE CHANGES Cookware and bakeware USA -- 74/071500
NON-STICK COOKWARE
INTO NEVER-STICK
COOKWARE
NUTRIMASTER Cookware USA 1819494 --
DECATHLON Nonelectric cookware and USA 1924653 --
bakeware for household use
FARBER Nonelectric cookware and USA 1877200 --
bakeware
CLASSICOTE Cookware and bakeware having a USA -- 74/478730
nonstick coating
SET BUILDERS Cookware, namely nonelectric USA 1900692 --
pots and pans
AMERICAN ESSENTIALS Nonelectric cookware and USA -- 74/525838
bakeware
NECESSITIES Nonelectric cookware USA -- 74/615755
THERMAL INTELLIGENCE Nonelectric cookware USA -- 74/615769
NEW DIMENSIONS Aluminum nonstick cookware USA -- 75/026506
ALUMINAIRE Cookware USA -- 75/032838
<PAGE>
VANGUARD 1000 Cookware USA -- 75/032839
CONTEMPORARY COLONIAL Cookware USA -- 75/032840
COOKWARE
COLONIAL COOKWARE Cookware USA -- 75/032841
[THERMAL INTELLIGENCE [Not provided]{1} CANADA -- 796,549]
FARBERWARE Dutch ovens GREAT BRIT 876698 --
ADVANTAGE Saucepans, saucepots, saute JAPAN -- 06/119132
pans, frypans, etc.
GOURMETRIX Nonelectric cookware MEXICO -- N/A
THERMAL INTELLIGENCE Nonelectric cookware MEXICO -- 248446
</TABLE>
**FOOTNOTES**
{1/}The products are not listed in the printout we received from
Farberware's intellectual property counsel, but if the products are the
same as those for the corresponding U.S. mark, it belongs in the
exclusive category.
II-2
<PAGE>
SCHEDULE III
PATENTS
<TABLE>
<CAPTION>
TITLE OWNER JURISDICTION SERIAL NO. PATENT NO.
<S> <C> <C> <C> <C>
ELECTRICAL WATER HEATER AND FARBERWARE, INC. USA 796951 4165681
DISPENSER
FOOD PROCESSOR FARBERWARE, INC. USA 790509 4113188
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. USA 900361 4147925
HEATER ASSEMBLY THEREFOR
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. USA 369969 4458140
FOR CONVECTION OVEN
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. USA 403828 4511077
THE SAME
COOKWARE BOTTOM WALL STRUCTURE FARBERWARE, INC. USA 602308 4552284
METHOD OF MAKING COOKWARE FARBERWARE, INC. USA 723245 4613070
FOOD COOKING APPARATUS FARBERWARE, INC. USA 544025 RE31833
ELECTRIC CAN OPENER WITH FARBERWARE, INC. USA 850369 D304286
VERTICAL HEIGHT ADJUSTMENT
COMBINED COOKING AND STORAGE FARBERWARE, INC. USA 847899 D305086
CONTAINER
COMBINED COOKING AND STORAGE FARBERWARE, INC. USA 847896 D305393
CONTAINER
MICROWAVE BROWNING COOKWARE FARBERWARE, INC. USA 848176 4701585
HAND HELD CAN OPENER FARBERWARE, INC. USA 922507 D301432
DRIP COFFEE MAKER FOR USE FARBERWARE, INC. USA 310447 4999466
WITHIN A MICROWAVE OVEN
DRIP COFFEE MAKER FOR USE FARBERWARE, INC. USA 638914 5491322
WITHIN A MICROWAVE OVEN
BREWING APPARATUS FARBERWARE, INC. USA 298584 D325844
COFFEE BREWER FARBERWARE, INC. USA 07/369547 D352418
<PAGE>
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. USA 07/399736 5434392
ELECTRIC PEELER FARBERWARE, INC. USA 07/886443 D344429
ROTARY COOKING DEVICE FARBERWARE, INC. USA 336998 4450758
ELECTRIC BARBEQUE GRILL FARBERWARE, INC. USA 543179 D326030
SLOW COOKER FARBERWARE, INC. USA 07/837692 -
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ASTL 10545/83 539709
THE SAME
METHOD OF MAKING COOKWARE FARBERWARE, INC. ASTL 56033/86 561385
BREWING APPARATUS FARBERWARE, INC. ASTL 2328/89 108919
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ATRA A2578/83 395521
THE SAME
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLE BELG 194824 897418
HEATER ASSEMBLY THEREFOR CORPORATION
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. BELG 221270 89418
THE SAME
ELECTRICAL WATER HEATER AND FARBERWARE, INC. CANA 297305 1089523
DISPENSER
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. CANA 312050 1071280
HEATER ASSEMBLY THEREFOR
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. CANA 387563 1167135
FOR CONVECTION OVEN
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. CANA 421812 1200705
THE SAME
COOKING MACHINE FARBERWARE, INC. CANA 4-05-84-8 54804
ELECTRIC CAN OPENER WITH FARBERWARE, INC. CANA 3-10-86-4 59782
VERTICAL HEIGHT ADJUSTMENT
HAND HELD CAN OPENER FARBERWARE, INC. CANA 8-04-87-6 60902
BREWING APPARATUS FARBERWARE, INC. CANA 14-07-89-11 65031
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. CANA 2009862-7 --
III-2
<PAGE>
BREWING APPARATUS FARBERWARE, INC. CHIN 89301508.3 4331
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. DENM 546/83 156941
THE SAME
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. EPC 90300670.8 --
OVEN FARBERWARE, INC. FRAN 112708 72659
FOOD PROCESSOR FARBERWARE, INC. FRAN PV40557 40557
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. FRAN 8301484 8301484
THE SAME
HAND HELD CAN OPENER FARBERWARE, INC. FRAN 872100 872100
BREWING APPARATUS FARBERWARE, INC. FRAN 894602 894602
BREWING APPARATUS FARBERWARE, INC. FRAN 894603 894603
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLES GBRI 7838610 2022970
HEATER ASSEMBLY THEREFOR CORPORATION
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES GBRI 8301169 2124474
THE SAME CORPORATION
HAND-HELD CAN OPENER FARBERWARE, INC. GBRI 1041372 1041372
BEVERAGE MAKER FARBERWARE, INC. GBRI 1060864 1060864
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. GERW P3327476.2-45 P332747
THE SAME 6.2
ELECTRIC CAN OPENER WITH KIDDE CONSUMER DURABLES GERW URA1290/86 MR26622
VERTICAL HEIGHT ADJUSTMENT CORPORATION
HAND HELD CAN OPENER KIDDE CONSUMER DURABLES GERW URA556/87 MR2759
CORPORATION
BREWING APPARATUS FARBERWARE, INC. GERW M8904879.2 M8904879
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. GREC 72052 79598
THE SAME
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLES HONG -- 915/85
HEATER ASSEMBLY CORPORATION
CONVECTION OVEN WITH A KIDDE CONSUMER DURABLES HONG -- 869/1985
TEMPERATURE CONTROL APPARATUS CORPORATION
III-3
<PAGE>
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES HONG -- 407/86
THE SAME CORPORATION
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. ISRA 64117 64117
FOR CONVECTION OVEN
BREWING APPARATUS FARBERWARE, INC. ISRA 15181 15181
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. ITAL 22066A/79 1192350
HEATER ASSEMBLY
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ITAL 22281A/83 1170183
THE SAME
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. JAPA 32421/79 1093333
HEATER ASSEMBLY THEREFOR
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES JAPA 134514/83 1507157
THE SAME CORPORATION
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. JAPA 32272/90 --
BREWING APPARATUS FARBERWARE, INC. KORS 9631/1989 107426
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES LUXE 84938 84938
THE SAME CORPORATION
BREWING APPARATUS FARBERWARE, INC. NEWZ 22920 22920
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. PORT 68945 68945
HEATER ASSEMBLY THEREFOR
METHOD OF MAKING COOKWARE FARBERWARE, INC. SPAI 554008 554008
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. SPAI 524584 524584
THE SAME
BREWING APPARATUS FARBERWARE, INC. SPAI 119534 119534
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. SWED PAT7903636 PUB430649
HEATER ASSEMBLY THEREFOR
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. SWED PAT8304191-3 PUBH456895
THE SAME
III-4
<PAGE>
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES SWIT 4191/83-0 661195
THE SAME CORPORATION
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. TAIW 73102768 NI-25368
THE SAME
METHOD OF MAKING COOKWARE FARBERWARE, INC. TAIW 73102768 A01 171457
</TABLE>
TRADEMARKS
<TABLE>
<CAPTION>
MARK OWNER JURISDICTION REGISTRATION NUMBER APPLICATION
<S> <C> <C> <C> <C>
TURBO-OVEN FARBERWARE, INC. USA 992831 --
FARBERWARE FARBERWARE, INC. USA 601591 --
FARBERWARE FARBERWARE, INC. USA 806655 --
FARBERWARE FARBERWARE, INC. USA 804130 --
OPEN HEARTH FARBERWARE, INC. USA 754975 --
FARBERWARE FARBERWARE, INC. USA 1122167 --
CONVECTION TURBO-OVEN FARBERWARE, INC. USA 1157193 --
NUTRIMASTER FARBERWARE, INC. USA 1819494 --
CLASSIC SERVINGS FARBERWARE, INC. USA 1905011 --
DECATHLON FARBERWARE, INC. USA 1924653 --
FARBER FARBERWARE, INC. USA 1897200 --
CLASSICOTE FARBERWARE, INC. USA -- 74/478730
SET BUILDERS FARBERWARE, INC. USA 1900692 --
III-5
<PAGE>
BACKSAVER FARBERWARE, INC. USA 1949554 --
AMERICAN ESSENTIALS FARBERWARE, INC. USA -- 74/525838
NECESSITIES FARBERWARE, INC. USA -- 74/615755
CLASSIC SERIES FARBERWARE, INC. USA -- 74/53281
PASTAPRO FARBERWARE, INC. USA -- 74/535282
CHAR-B-Q (STYLIZED) FARBERWARE, INC. USA 613163 --
ELECTRIC CHAR-B-Q FARBERWARE, INC. USA 982893 --
(STYLIZED & DESIGN
(ELECTRICAL PLUG)
CONTEMPRA FARBERWARE, INC. USA 1673371 --
DESIGN (ROUND ELECTRIC FARBERWARE, INC. USA 1706523 --
GRILL)
DESIGN (RECTANGULAR FARBERWARE, INC. USA 1725370 --
ELECTRIC GRILL)
ADVANTAGE FARBERWARE, INC. USA 1226680 --
FARBERWARE FARBERWARE, INC. USA 1410374 --
FARBERWARE FARBERWARE, INC. USA 1447147 --
FARBERWARE FARBERWARE, INC. USA -- 74/462123
FARBERWARE FARBERWARE, INC. USA 1932199 --
MICROBREW FARBERWARE, INC. USA 1630891 --
MICROBREW FARBERWARE, INC. USA 1119296 --
III-6
<PAGE>
ONLY FARBERWARE CAN FARBERWARE, INC. US 1606452 --
MAKE IT
MILLENNIUM FARBERWARE, INC. USA -- 74/051501
MILLENNIUM FARBERWARE, INC. USA 1819460 --
MILLENNIUM FARBERWARE, INC. USA 1898138 --
NEVER-STICK FARBERWARE, INC. USA 1743201 --
FARBERWARE CHANGES NON- FARBERWARE, INC. USA -- 74/071500
STICK COOKWARE INTO
NEVER-STICK COOK-
ICE TEA EXPRESS FARBERWARE, INC. USA 1773640 --
FARBER PEEL FARBERWARE, INC. USA 1897955 --
FARBERSEAL FARBERWARE, INC. USA 1783231 --
DESIGN (RECTANGULAR FARBERWARE, INC. USA 1734617 --
ELECTRIC GRILL)
CHAR-B-Q (STYLIZED) FARBERWARE, INC. USA 1827615 --
HEALTHY GOURMET (THE) FARBERWARE, INC. USA 1851074 --
HEALTHY GOURMET (THE) FARBERWARE, INC. USA -- 74/433708
BY CONTEMPRA & DESIGN
(CHEF'S HEAD W/C
THERMAL INTELLIGENCE FARBERWARE, INC. USA -- 74/615769
FIRE MARSHALL FARBERWARE, INC. USA -- 74/594837
III-7
<PAGE>
ALL FIRE FARBERWARE, INC. USA -- 74/603251
GOURMETRIX (STYLIZED) FARBERWARE, INC. USA -- 74/665939
THERMALLY INTELLIGENT FARBERWARE, INC. USA -- 74/665938
COOKWARE
MULTI-GRATER FARBERWARE, INC. USA -- 74/666193
CLASSICLEAN FARBERWARE, INC. USA -- 74/686298
NEW DIMENSIONS FARBERWARE, INC. USA -- 75/026506
ALUMINAIRE FARBERWARE, INC. USA -- 75/032838
VANGUARD 1000 FARBERWARE, INC. USA -- 75/032839
CONTEMPORARY COLONIAL FARBERWARE, INC. USA -- 75/032840
COOKWARE
COLONIAL COOKWARE FARBERWARE, INC. USA -- 75/032841
CONVECTION TURBO-OVEN FARBERWARE, INC. ARGENTINA 1109864 --
FARBERWARE FARBERWARE, INC. ARGENTINA 1107485 --
FARBERWARE FARBERWARE, INC. ARGENTINA 1104065 --
FARBERWARE FARBERWARE, INC. AUSTRALIA A214699 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B169253 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B169254 --
OPEN HEARTH FARBERWARE, INC. AUSTRALIA A179077 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B399468 --
III-8
<PAGE>
FARBERWARE FARBERWARE, INC. AUSTRALIA B399467 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B404684 --
MILLENIUM FARBERWARE, INC. AUSTRALIA A553506 --
MILLENIUM FARBERWARE, INC. AUSTRALIA A553057
MILLENIUM FARBERWARE, INC. AUSTRALIA A605485 --
FARBERPEEL FARBERWARE, INC. AUSTRALIA A572702 --
FARBERSEAL FARBERWARE, INC. AUSTRALIA A572703 --
FARBERWARE FARBERWARE, INC. AUSTRIA 105517 --
CONVECTION TURBO-OVEN FARBERWARE, INC. BENELUX 515303 --
FARBERWARE FARBERWARE, INC. BENELUX 395531 --
MICROBREW FARBERWARE, INC. BENELUX 472044 --
MILLENIUM FARBERWARE, INC. BENELUX 497759 --
MILLENIUM FARBERWARE, INC. BENELUX 557765 --
FARBERWARE FARBERWARE, INC. BRAZIL 811438325 --
FARBERWARE FARBERWARE, INC. BRAZIL 811438333 --
STAY CLEAN ACTION & FARBERWARE, INC. CANADA 204245 --
DESIGN
OPEN HEARTH FARBERWARE, INC. CANADA TMA13396 --
FARBERWARE FARBERWARE, INC. CANADA 199/50716 --
III-9
<PAGE>
FARBERWARE MILLENIUM FARBERWARE, INC. CANADA 418801 --
FARBERPEEL FARBERWARE, INC. CANADA 409873 --
FARBERSEAL FARBERWARE, INC. CANADA 409872 --
THERMAL INTELLIGENCE FARBERWARE, INC. CANADA -- 796,549
CLASSICLEAN FARBERWARE, INC. CANADA -- 798,704
CONVECTION TURBO-OVEN FARBERWARE, INC. DENMARK 1579-1983 --
FARBERWARE FARBERWARE, INC. DENMARK 1939-1985 --
FARBERWARE FARBERWARE, INC. FINLAND 92207 --
OPEN HEARTH FARBERWARE, INC. FRANCE 1460223 --
ALL-AROUND GRIDDLE FARBERWARE, INC. FRANCE 1708808 --
CONVECTION TURBO-OVEN FARBERWARE, INC. FRANCE 1193445 --
FARBERWARE FARBERWARE, INC. FRANCE 1249025 --
MICROBREW FARBERWARE, INC. FRANCE 1548249 --
MILLENIUM FARBERWARE, INC. FRANCE 1678333 --
FARBERWARE FARBERWARE, INC. GREAT BRIT 876697 --
FARBERWARE FARBERWARE, INC. GREAT BRIT 876698 --
CONVECTION TURBO-OVEN FARBERWARE, INC. GREAT BRIT B1168353 --
FARBERWARE FARBERWARE, INC. GREAT BRIT B1205914 --
FARBERWARE FARBERWARE, INC. GREAT BRIT B1205915 --
III-10
<PAGE>
FARBERWARE MILLENIUM FARBERWARE, INC. GREAT BRIT B1485061 --
FARBERWARE MILLENIUM FARBERWARE, INC. GREAT BRIT B1485062 --
MILLENIUM FARBERWARE, INC. GERMANY 2029796 --
FARBERWARE FARBERWARE, INC. W GERMANY 674013 --
FARBERWARE CONVECTION FARBERWARE, INC. W GERMANY 1045089 --
TURBO-OVEN
FARBERWARE FARBERWARE, INC. W GERMANY 1065973 --
MICROBREW FARBERWARE, INC. W GERMANY 1164528 --
FARBERWARE FARBERWARE, INC. GREECE 77282 --
FARBERWARE FARBERWARE, INC. GREECE 76060 --
FARBERWARE FARBERWARE, INC. ISRAEL 23462 --
FARBERWARE FARBERWARE, INC. ISRAEL 57748 --
FARBERWARE FARBERWARE, INC. ISRAEL 57840 --
OPEN HEARTH FARBERWARE, INC. ITALY 434663 --
CONVECTION TURBO-OVEN FARBERWARE, INC. ITALY 402068 --
FARBERWARE FARBERWARE, INC. ITALY 417819 --
MILLENIUM FARBERWARE, INC. ITALY 610847 --
FARBERWARE FARBERWARE, INC. JAPAN 2023691 --
ADVANTAGE FARBERWARE, INC. JAPAN -- 06/119132
III-11
<PAGE>
FARBERWARE FARBERWARE, INC. JAPAN 1933794 --
FARBERWARE (KATAKANA) FARBERWARE, INC. JAPAN 2529987 --
MILLENIUM FARBERWARE, INC. JAPAN 2529988 --
MILLENIUM (KATAKANA) FARBERWARE, INC. JAPAN 2529989 --
FARBERPEEL FARBERWARE, INC. JAPAN 2691276 --
FARBERSEAL FARBERWARE, INC. JAPAN 2691277 --
CONVECTION TURBO-OVEN FARBERWARE, INC. S. KOREA 90152 --
FARBERWARE FARBERWARE, INC. MALAWI 203/83 --
FARBERWARE FARBERWARE, INC. MALAWI 204/83 --
FARBERWARE FARBERWARE, INC. MEXICO 442090 --
FARBERWARE FARBERWARE, INC. MEXICO 425715 --
FARBERPEEL FARBERWARE, INC. MEXICO 429889 --
FARBERSEAL FARBERWARE, INC. MEXICO 425167 --
GOURMETRIX FARBERWARE, INC. MEXICO -- N/A
THERMAL INTELLIGENCE FARBERWARE, INC. MEXICO -- 248446
FARBERWARE FARBERWARE, INC. NEW ZEALAN B69536 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN B69535 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149651 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149652 --
III-12
<PAGE>
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149653 --
FARBERWARE FARBERWARE, INC. NORWAY 118836 --
FARBERWARE FARBERWARE, INC. PERU -- 286864
FARBERWARE FARBERWARE, INC. PERU -- 286865
FARBERWARE FARBERWARE, INC. PERU -- 286866
FARBERWARE FARBERWARE, INC. PORTUGAL 224160 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224161 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224162 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224163 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/7484 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/7485 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/8346 --
FARBERWARE FARBERWARE, INC. SPAIN 452855 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SPAIN 995517 --
FARBERWARE FARBERWARE, INC. SPAIN 1054534 --
MILLENIUM FARBERWARE, INC. SPAIN 1647799 --
MILLENIUM FARBERWARE, INC. SPAIN 1647800 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SWEDEN 185270 --
FARBERWARE FARBERWARE, INC. SWEDEN 191705 --
III-13
<PAGE>
MICROBREW FARBERWARE, INC. SWEDEN 225353 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SWITZERLAN 319496 --
FARBERWARE FARBERWARE, INC. SWITZERLAN 328759 --
MICROBREW FARBERWARE, INC. SWITZERLAN 375406 --
CONVECTION TURBO-OVEN FARBERWARE, INC. TAIWAN -- 84037400
FARBERWARE FARBERWARE, INC. TAIWAN 687266 --
MICROBREW FARBERWARE, INC. THAILAND 148181 --
MICROBREW FARBERWARE, INC. THAILAND 148556 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121465-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121938 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121466-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121467-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121939 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121468-F --
FARBERWARE FARBERWARE, INC. ZIMBABWE B560/83 --
FARBERWARE FARBERWARE, INC. ZIMBABWE B561/83 --
FARBERWARE FARBERWARE, INC. ZIMBABWE B111/84 --
</TABLE>
III-14
<PAGE>
COPYRIGHTS
<TABLE>
<CAPTION>
Name of Work Owner Registration Number
<S> <C> <C>
ECB-40 grease tray Farberware, Inc. VAu 198-191
ECB-40 reflector Farberware, Inc. VAu 198-194
Small char-b-que/reflector Farberware, Inc. VAu 198-196
ECB-40 Contempra grill Farberware, Inc. VAu 198-185
Contempra (rectangular) stoneware Farberware, Inc. VAu 198-186
Char-b-que grease tray Farberware, Inc. VAu 198-188
Char-b-que reflector Farberware, Inc. VAu 198-187
ECBO040 Frill for ceramic cooker Farberware, Inc. VAu 198-189
Char-b-que grill Farberware, Inc. VAu 198-193
Char-b-que bowl Farberware, Inc. VAu 198-197
Heating element Farberware, Inc. VAu 198-190
25016 Reflector Farberware, Inc. VAu 198-198
25027 Grease tray Farberware, Inc. VAu 198-195
Char-b-que heat element support Farberware, Inc. VAu 198-192
Ceramic char-b-que grill Farberware, Inc. VAu 198-512
</TABLE>
LICENSES
1. License and Distribution Agreement dated September 29, 1995 by and
between Farberware, Inc. and Meyer Marketing Company, Ltd. relating
to the name "Farberware"
2. License and Distribution Agreement dated January 7, 1993 between
Farberware, Inc. and Frye International Corporation relating to the
name "Farberware"
3. License Agreement dated September 2, 1989 by and between
Farberware, Inc. and Excel Cutlery, Inc. relating to the name
"Farberware"
4. License Agreement dated December 14, 1989 by and between
Farberware, Inc. and Lifetime Cutlery Corp. relating to the name
"Farberware"
5. Dinnerware License Agreement by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 15, 1995
6. Flatware License Agreement by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 5, 1995
III-15
<PAGE>
7. Glass Gift/ServeWare License by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 15, 1995
8. Glass Beverageware License Agreement by and between Farberware,
Inc. and Excel Cutlery, Inc. dated July 15, 1995
9. Agreement between Farberware Inc. and Ananta Group Ltd. dated
September 14, 1988 relating to royalty commissions
10. License Agreement by and between Farberware, Inc. and Creative
Designs International Ltd. dated January 1, 1994 relating to the
name "Farberware"
III-16
EXHIBIT (2)
ASSIGNMENT OF LICENSE AND DISTRIBUTION AGREEMENT
WHEREAS, on or about September 29, 1995 Farberware Inc., a Delaware
corporation now known as Bruckner Manufacturing Corp. (the "Company") and
Meyer Marketing Company Ltd., a British Virgin Islands corporation
("Assignee") entered into a License and Distribution Agreement with respect to
aluminum non-stick cookware encompassing gauges of from 4 to 10 and colored
exteriors (the "Meyer Marketing License") and a supplemental letter with
respect to twelve gauge aluminum products and polished aluminum products (the
"Side Letter"); and
WHEREAS, on April 2 1996 Far-B Acquisition Corp., a Delaware
corporation now known as Farberware Inc. ("Assignor") acquired all of the
interests of the Company in and to the Meyer Marketing License and the Side
Letter pursuant to an Asset Purchase Agreement dated February 2, 1996; and
WHEREAS, on May 3, 1996, Syratech Corporation, a Delaware
corporation that is the parent of the Assignor, and the Assignor entered into
an agreement (the "May 1996 Agreement") with the Assignee pursuant to which
the Assignor agreed, inter alia, (i) to grant a long-term license (the
"1996 License") to the Assignee which encompasses Cookware and Bakeware
Products generally and therefore includes the right to manufacture market and
distribute the products that are the subject of the Side Letter; and (ii) to
assign to the Assignee the Meyer Marketing License; and
<PAGE>
2
WHEREAS, all conditions to the obligations of the Assignor to grant
the 1996 License and effect the assignment to which reference is made in the
next preceding recital have been met;
NOW THEREFORE, in consideration of the transactions described in the
May 1996 Agreement and other good and valuable consideration each to the other
in hand given and the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties hereby agree as follows:
1. The Assignor hereby assigns to the Assignee all of the right
title and interest of the Assignee in and to the Meyer Marketing License,
intending by such assignment irrevocably and forever to transfer to and vest
in the Assignee all right, title and interest of the Assignor and the Company
(as the Assignor's predecessor-in-interest) in and to the Meyer Marketing
License; provided, however, that this assignment shall not be deemed to effect
an assignment of, or cancellation of the obligation to account for and pay,
any unpaid royalties that shall have accrued prior to the effective date of
this assignment.
<PAGE>
2. The Side Letter is hereby canceled effective immediately and
shall be of no further force or effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed by its duly authorized officer as of this 27th day of
June, 1996.
FARBERWARE INC.
(formerly Far-B Acquisition Corp.)
By:/s/ Leonard Florence
_______________________________
Name: Leonard Florence
Title: President
MEYER MARKETING COMPANY LTD.
By:/s/ Robert A. Rae
______________________________
Name: Robert A. Rae
Title President
EXHIBIT (3)
AGREEMENT
AGREEMENT, dated as of May 3, 1996, by and among SYRATECH
CORPORATION, a Delaware corporation ("Parent"), FARBERWARE INC. (formerly
known as Far-B Acquisition Corp.), a Delaware corporation and an indirect
wholly owned subsidiary of the Parent ("Seller"), and MEYER MARKETING CO.
LTD. a British Virgin Islands corporation ("Purchaser").
WHEREAS, Bruckner Manufacturing Corp. (formerly known as
Farberware Inc.), a Delaware corporation (the "Company"), was and is a
manufacturer, importer, sourcer and distributor of cookware and bakeware
products and certain electric products and was the owner and licensor of
certain intellectual property rights (collectively, the "Farberware
Business");
WHEREAS, pursuant to an Asset Purchase Agreement, dated February
2, 1996, the Parent and the Seller have acquired certain of the assets of,
and have assumed certain of the liabilities relating to, the Farberware
Business (the "Farberware Acquisition");
WHEREAS, pursuant to a Manufacturing Services Agreement, dated
April 2, 1996, between the Company and the Seller (the "MSA"), the Company
is continuing to manufacture certain products ("Farberware Products") for
the Seller at the Company's manufacturing facility on Bruckner Boulevard
in the Borough and County of the Bronx, City and State of New York (the
"Bronx Plant"); and
<PAGE>
2
WHEREAS, Parent and Seller wish to grant and transfer, and the
Purchaser wishes to receive and acquire, certain of the rights and assets
acquired by Parent and Seller pursuant to the Farberware Acquisition, all
upon the terms and subject to the conditions set forth herein; and
WHEREAS, the Purchaser wishes to obtain certain intellectual
property rights with respect to Cookware and Bakeware Products (as defined
herein), upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and of other good and valuable consideration,
each to the other in hand paid, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I.
DEFINITIONS, INTERPRETATION AND CONSTRUCTION
The capitalized terms used in this Agreement are defined, and
the rules governing the interpretation and construction of this Agreement
are set forth, in Exhibit A annexed hereto; and the text and provisions of
said Exhibit A are incorporated herein by reference as though set forth at
length in this Article I.
ARTICLE II.
Grant of Trademark and Other
INTELLECTUAL PROPERTY RIGHTS
2.1 GRANT OF RIGHTS. Upon payment at the Closing provided for
in Section 2.3 of that portion of the consider-
<PAGE>
3
ation specified in Section 2.2.2, Seller, as licensor, shall grant to
Purchaser:
2.1.1 The exclusive right and license to use and exploit
throughout the World (except as hereinafter provided) the Cookware and
Bakeware Products Rights for a term beginning on the Closing Date (as
defined in Section 2.3) and ending on April 30, 2196. The grant of such
exclusive right and license shall include or be accompanied by an
assignment to Purchaser of the rights of the Seller (as exclusive
licensor) in and to the Meyer Marketing License (including the right to
receive royalties thereunder that accrue after the Closing or to cancel
said license).
2.1.2 The exclusive right and license to use and exploit the
specific Intellectual Property Rights listed on Exhibit B annexed hereto
for a term beginning on the Closing Date and ending as to each such
Intellectual Property Right on the earlier of (i) April 30, 2196 or
(ii) the date on which such Intellectual Property Right expires by mutual
agreement of Purchaser and Seller or by reason of exhaustion of an
unextendable term.
2.1.3 The non-exclusive right to use and exploit so much of
the other Intellectual Property Rights acquired by the Seller pursuant to
the Asset Purchase Agreement as (i) have heretofore been used or exploited
by the Company in connection with the sourcing, manufacture and
distribution of Cookware and Bakeware Products, and (ii) may be used and
exploited without violating the rights of third
<PAGE>
4
parties, including,
without limitation, the rights of parties to the Existing Farberware
Licenses and the Lifetime License, the grant in each instance to be for a
term beginning on the Closing Date and ending as to each such Intellectual
Property Right on the earlier of (a) April 30, 2196 or (b) the date on
which such Intellectual Property Right expires by mutual agreement of
Purchaser and Seller or by reason of exhaustion of an unextendable term.
The rights to be conferred upon Purchaser pursuant to this Section 2,
including subsections 2.1.1, 2.1.2 and 2.1.3, shall be evidenced by a
license agreement in the form annexed hereto as Exhibit C (the "License
Agreement").
2.2 CONSIDERATION. As consideration for the grant of the
trademark and other Intellectual Property rights to Purchaser pursuant to
Section 2.1, Purchaser shall pay to Seller the sum of Twenty-Five Million
Five Hundred Thousand United States Dollars (U.S.$25,500,000) of which:
2.2.1 Ten Million United States Dollars (U.S.$10,000,000)
shall be paid upon execution of this Agreement as a deposit that shall be
non-refundable unless this Agreement is terminated pursuant to any of
Section 9.1.1, Section 9.1.2, Section 9.1.4 or Section 9.1.5; and
2.2.2 Fifteen Million Five Hundred Thousand United States
Dollars (U.S.$15,500,000) shall be paid at the Closing.
<PAGE>
5
The payments to be made pursuant to subsections 2.2.1 and 2.2.2 shall be
made by wire transfers of immediately available funds to an account
designated by Seller.
2.3 CLOSING. The transactions provided for in Sections 2.1 and
2.2.2 shall be consummated at a closing (the "Closing") to be held at the
offices of Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
Americas, New York, New York 10019-6064, at 9:30 A.M. New York time, on
the third business day following the later to occur of (i) public
announcement that the Company will on a day certain discontinue the
manufacture of Farberware Products at the Bronx Plant, or (ii) the
satisfaction or waiver of all conditions hereunder, or at such other
place, at such other time and/or on such other date, as the parties shall
agree but in no event later than the fifth business day following the
later to occur of the events specified in clauses (i) and (ii) above (the
actual date of Closing being herein called the "Closing Date").
ARTICLE III.
SELLER'S RIGHT TO SELL INVENTORY
Seller and Parent shall have the right at any time and from time
to time to sell any and all Inventory owned by Seller or Parent on the
Closing Date or that Seller is thereafter required to purchase under the
MSA (including Inventory required to be purchased pursuant to Seller's
exercise prior to the date of this Agreement of Seller's option under
<PAGE>
6
Section 2.A. of the MSA to extend the initial Production Period
thereunder), and all returns thereof. Notwithstanding the grants of
trademark and other intellectual property rights to be made to Purchaser
pursuant to Section 2.1, (i) Parent and Seller shall each have the right
and license (so long as either of them owns any Inventory acquired from
the Company or returned by customers) to use and exploit (and to authorize
their customers to use and exploit in connection with resale of the
Inventory) all Intellectual Property that has at any time been used or
exploited by the Company or others in the marketing of Inventory and
(ii) the Company has a continuing royalty free license to use the name
Farberware in connection with (and only in connection with) the sale in
Australia of only finished goods Inventory located in Australia on the
Purchase Date.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER
Parent and Seller jointly and severally represent and warrant to
Purchaser as follows:
4.1 Each of the Parent and Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation with all requisite corporate power and
authority to own, lease and operate its assets and properties and to carry
on its business as presently conducted by it.
4.2 Each of the Parent and Seller has full corporate power and
authority to enter into this Agreement and the
<PAGE>
7
License Agreement and to
consummate the transactions contemplated hereby and thereby. The
execution, delivery and performance by each of the Parent and Seller of
this Agreement and the License Agreement have been duly and validly
approved by the board of directors of each of the Parent and Seller and no
other actions or proceedings on the part of the Parent or Seller are
necessary to authorize this Agreement and the Licence Agreement and the
transactions contemplated hereby and thereby. Each of the Parent and
Seller has duly and validly executed and delivered this Agreement. This
Agreement constitutes, and, when executed, the License Agreement will
constitute, legal, valid and binding obligations of the Parent and Seller,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws in effect which
affect the enforcement of creditors' rights generally and by equitable
limitations on the availability of specific remedies.
4.3 Except as set forth in Section 7.3.5 and the applicable
requirements of the HSR Act, no consent, authorization or approval of,
filing or registration with, or cooperation from, any Governmental
Authority or any other Person not a party to this Agreement and the
License Agreement is necessary in connection with the execution, delivery
and performance by the Parent or Seller of this Agreement and the License
Agreement or the consummation of the transactions contemplated hereby and
thereby.
<PAGE>
8
4.4 The execution, delivery and performance of this Agreement
and the License Agreement by the Parent and Seller do not and will not
(i) violate any Law; (ii) violate or conflict with, result in a breach or
termination of, constitute a default or give any third party any
additional right (including a termination right) under, permit
cancellation of, result in the creation of any Lien upon any of the assets
or properties of the Parent or Seller under, or result in or constitute a
circumstance which, with or without notice or lapse of time or both, would
constitute any of the foregoing under, any contract to which Parent or
Seller is a party or by which the Parent or Seller or any of their
respective assets or properties are bound; (iii) permit the acceleration
of the maturity of any indebtedness secured by their respective assets or
properties; or (iv) violate or conflict with any provision of any of the
Certificate of Incorporation, charter, by-laws or similar organizational
instruments of the Parent or Seller, respectively, and, in the case of the
matters covered by subclauses (ii) and (iii) above, which could materially
and adversely affect the ability of the Parent or Seller to consummate the
transactions contemplated by this Agreement and the License Agreement.
4.5 Pursuant to Section 4.13 of the Asset Purchase Agreement,
the Company (IDENTIFIED IN THE PARAGRAPHS QUOTED DIRECTLY BELOW AS
"SELLER") made the following representations and warranties:
"(a) Schedule 4.13 sets forth a list of all material
inventions which are the subject of issued
<PAGE>
9
letters patent or an
application therefor and all material trademarks and service marks
and material copyrights whether or not issued or registered or for
which an application for issuance or registration is pending, in each
case which are owned by Seller or used in the Business under license
from others, specifying as to each, as applicable: (i) the nature of
such Intellectual Property; (ii) the owner of such Intellectual
Property; (iii) the jurisdictions by or in which such Intellectual
Property has, to the best of Seller's knowledge, been issued or
registered or in which an application for such issuance or
registration has been filed, including the respective patent
registration or application numbers, if available; and (iv) licenses,
sublicenses and other agreements to which the Seller is a party and
pursuant to which any person is authorized to use such Intellectual
Property, and (v) contracts, agreements or understandings related to
the Intellectual Property. Except as set forth in Schedule 4.13, the
Seller has the exclusive right (subject to existing license
agreements listed on schedules to this Agreement) to use the name
"Farberware," and to the best of Seller's knowledge the other names
listed on Schedule 4.13, in the manner, in the jurisdictions and for
the purposes now being used by Seller and its licensees without
infringing the rights of third parties.
"(b) Except as set forth on Schedule 4.13, the Seller (i)
is not a party to any claim, suit, action or proceeding which
involves a claim of infringement of any Intellectual Property,
(ii) Seller does not have any knowledge of any infringement by any
other person of any Intellectual Property, and (iii) there have been
no claims made or proceedings instituted of which Seller is aware
claiming that, and Seller has not received any notice that, any of
the Intellectual Property is invalid, infringes or conflicts with the
asserted rights of others. Except as disclosed on Schedule 4.13, no
Intellectual Property is subject to any outstanding order, judgment,
decree, stipulation or agreement restricting the use thereof by the
Seller or restricting the licensing thereof by the Seller to any
person. Buyer, Syratech and Lifetime acknowledge that from time to
time the products of the Seller are sold and services of the Seller
are rendered to customers whose purchase orders sometimes contain
agreements under which the Seller may be required to defend,
indemnify and hold the customer harmless against any charge of
patent, trademark or copyright infringement and that the Uniform
Commercial Code imposes a similar obligation where the products were
and are made to the specifications of the customer. With the
exception of the foregoing, and except as may be provided in items
disclosed on Schedule 4.13, the Seller has not entered into any
special agreement to indemnify
<PAGE>
10
any other person against any charge of
infringement of any patent, trademark, service mark or copyright of
the Business."
4.6 A true and correct copy of Schedule 4.13 to the Asset
Purchase Agreement (as such schedule was corrected on April 2, 1996) is
annexed to this Agreement as Exhibit D.
4.7 Seller has not discovered (i) any material misstatement in
the representations and warranties made by the Company as quoted above,
(ii) any material misstatement in Schedule 4.13 to the Asset Purchase
Agreement (as such schedule was corrected on April 2, 1996); and Seller
has no reason to believe that any of such representations and warranties
was materially false or misleading when made.
4.8 Except as set forth in Sections 4.5, 4.6, and 4.7, Parent
and Seller have not made any representations or warranties of any kind,
express or implied, with respect to Intellectual Property or Intellectual
Property Rights.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser hereby represents and warrants to the Parent and
Seller that:
5.1 Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
incorporation with all requisite corporate power and authority to own,
lease and operate its businesses and properties and to carry on its
business as presently conducted by it.
<PAGE>
11
5.2 Purchaser has full corporate power and authority to enter
into this Agreement and the License Agreement and to consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance by Purchaser of this Agreement and the License Agreement have
been duly and validly approved by the board of directors of Purchaser and
no other actions or proceedings on the part of the Purchaser are necessary
to authorize this Agreement and the License Agreement and the transactions
contemplated hereby and thereby. The Purchaser has duly and validly
executed and delivered this Agreement. This Agreement constitutes, and,
when executed and delivered, the License Agreement will constitute, legal,
valid and binding obligations of the Purchaser, enforceable in accordance
with their respective terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, moratorium, reorganization or
similar laws in effect which affect the enforcement of creditors' rights
generally and by equitable limitations on the availability of specific
remedies.
5.3 Except for the applicable requirements of the HSR Act, no
consent, authorization or approval of, filing or registration with, or
cooperation from, any Governmental Authority or any other Person not a
party to this Agreement is necessary in connection with the execution,
delivery and performance by the Purchaser of this Agreement and the
License Agreement and the consummation of the transactions contemplated
hereby and thereby.
<PAGE>
12
5.4 The execution, delivery and performance by the Purchaser of
this Agreement and the License Agreement do not and will not (i) violate
any Law; (ii) violate or conflict with, result in a breach or termination
of, constitute a default or give any third party additional rights
(including a termination right) under, permit cancellation of, result in
the creation of any Lien upon any of the assets or properties of the
Purchaser under, or result in or constitute any of the foregoing under,
any contract to which the Purchaser is a party or by which the Purchaser
or any of its assets or properties are bound; (iii) permit the
acceleration of the maturity of any indebtedness of the Purchaser or
indebtedness secured by assets or properties; or (iv) violate or conflict
with any provisions of the organization instruments of the Purchaser and,
in the case of the matters covered by subclauses (ii) and (iii) above
which could materially and adversely affect the ability of the Purchaser
to consummate the transactions contemplated by this Agreement and the
License Agreement.
ARTICLE VI.
COVENANTS
6.1 REASONABLE COMMERCIAL EFFORTS. Upon the terms and subject
to the conditions hereof, each of the Purchaser, the Parent and the Seller
agrees to use all reasonable commercial efforts to take, or cause to be
taken, all action, and to do, or cause to be done, all things necessary,
proper or advisable to consummate and make effective as promptly as
<PAGE>
13
practicable the transactions contemplated by this Agreement and the
License Agreement, including using all reasonable commercial efforts to
fulfill or cause the fulfillment of the conditions to Closing. In case at
any time after the Closing Date any further action is necessary or
desirable to carry out the purposes of this Agreement and the License
Agreement, the proper officers and directors of each party to this
Agreement and the License Agreement shall take all such necessary action.
6.2 PUBLIC ANNOUNCEMENTS. So long as this Agreement is in
effect, the Purchaser, on the one hand, and the Parent and the Seller, on
the other hand, shall not, and shall cause their affiliates not to, issue
or cause the publication of any press release or any other announcement
with respect to this Agreement or the License Agreement or the
transactions contemplated hereby or thereby without the consent of the
other party, except where such release or announcement, in the reasonable
opinion of counsel to the disclosing party, is required by applicable law
or pursuant to any listing agreement with, or the rules or regulations of,
any national securities exchange on which securities of the Purchaser or
the Parent are listed or traded; provided, however, that in no event shall
any public announcement of this Agreement or the License Agreement, or of
the transactions contemplated hereby or thereby, be made without prior
notice and disclosure to, and discussion with, the Purchaser.
<PAGE>
14
6.3 HSR FILINGS. As promptly as practicable after the
execution of this Agreement, each party shall, in cooperation with the
others, but at its own expense, file any reports or notifications and pay
any fees that may be required to be paid by it under applicable law
including filings under the HSR Act and shall furnish to the other all
such information in its possession as may be necessary for the completion
of the reports or notifications to be filed by the others. Each party
shall promptly make any further filings pursuant thereto that may be
necessary, proper or advisable.
6.4 CERTAIN POST-CLOSING COVENANTS BY THE PURCHASER. The
Purchaser agrees that, to the extent and so long as the Purchaser or one
or more of its Affiliates (as defined in Rule 405 of the Securities Act of
1933) actively markets Cookware and Bakeware Products, the Purchaser shall
sell to LHC, upon mutually agreed payment terms, solely for resale by it
in Farberware Outlet Stores (I.E., outlet stores that sell only
merchandise that is manufactured by or for Farberware (or its successors)
or under Farberware Licenses (with the exception of limited sales of
non-Farberware or Farberware-licensed products) such of the Cookware and
Bakeware Products as are being so marketed by the Purchaser in such
quantities (subject to availability) as LHC shall request solely for
resale within Farberware Outlet Stores (and for no other purpose). The
Purchaser agrees that the prices to be paid by LHC for such products shall
be at least as low as the lowest prices being charged by the selling
entity to any
<PAGE>
15
customer for the same products, regardless of volume, net of
any rebates, discounts, allowances and commissions, if applicable, then
being given to such customer in respect of such products pursuant to any
purchase order placed by such customer within 60 days prior to the date on
which LHC's order for the same products is placed. Except as otherwise
herein specifically provided with respect to the quantities and pricing of
Cookware and Bakeware Products to be sold by Purchaser to LHC, nothing in
this Section 6.4 shall affect the Purchaser's right to establish (by
agreement with LHC or otherwise) the terms (including timing and method of
payment, delivery and shipping responsibilities, return policies, if any,
advertising allowances, if any, etc.) upon which such products will be
sold by Purchaser to LHC.
6.5 Seller agrees that from and after the Closing Date, Seller
will not use or permit others to use the tools and dies that were acquired
from the Company and are now owned by Seller to manufacture Cookware and
Bakeware Products that are identical in all respects with those Cookware
and Bakeware Products that are currently being offered for sale by Seller
or that were offered for sale by Seller's predecessors; provided, however,
that the agreement set forth in the forepart of this Section 6.5 shall be
inoperative so long as products are being manufactured under the MSA
pursuant to the exercise prior to the date of this Agreement of Seller's
rights under Section 2.A. of the MSA.
<PAGE>
16
6.6 Prior to the Closing, Seller and Purchaser shall endeavor
in good faith to reach agreement for the sale by Seller to Purchaser of
those tools and dies that are owned by Seller and used for the making of
plastic handles and knobs for pots and pot lids, respectively, at a price
to be mutually agreed upon by Seller and Purchaser but not to exceed the
greater of (i) Seller's cost therefor and (ii) the appraised value
thereof.
6.7 Pursuant to the Asset Purchase Agreement, Seller assumed
certain obligations and liabilities with respect to warranties for
replacement or repair of products manufactured or sold by the Company
under warranties that were set forth on printed warranty forms issued by
the Company. In addition, Seller has since April 2, 1996 issued certain
warranties for the replacement or repair of products manufactured or sold
by Seller in the course of its business since April 2, 1996. At the
Closing, Seller and Purchaser shall enter into an agreement (which prior
thereto shall be negotiated by the parties in good faith) pursuant to
which claims with respect to warranties for replacement or repair of
Cookware and Bakeware Products manufactured or sold by the Company or by
the Seller shall be referred to Purchaser, and
Purchaser shall (i) receive and process such claims and make all necessary
repairs or issue such replacement products as may be required and (ii) for
so doing, be reimbursed by Seller for Purchaser's actual direct costs, less
all amounts tendered by
<PAGE>
17
customers in partial payment for any such repairs or replacements.
ARTICLE VII.
CONDITIONS
7.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective
obligations of each party hereto to effect the transactions specified in
Article II shall be subject to there having been no order, statute, rule,
regulation, executive order, stay, decree, judgment or injunction enacted,
entered, promulgated or enforced by any court or governmental authority
which prohibits or prevents the consummation of the transactions.
7.2 CONDITIONS TO OBLIGATION OF THE PURCHASER. The obligation
of the Purchaser to make the deliveries required to be made by it pursuant
to Article VIII and to make the payment provided for in Section 2.2.2 shall
be subject to the fulfillment at or prior to the Closing Date of the
following additional conditions, any one or more of which may be waived by
the Purchaser:
7.2.1 the Seller shall have performed in all material
respects its obligations under this Agreement required to be performed on
or prior to the Closing Date pursuant to the terms hereof.
7.2.2 the Purchaser shall have been furnished with a
certificate, dated the Closing Date, executed by an officer of the Parent
and the Seller certifying to the fulfillment of the conditions specified in
Section 7.2.1;
<PAGE>
18
7.2.3 the Purchaser shall have been furnished with a
favorable opinion of the General Counsel to the Parent and the Seller,
subject to customary qualifications and limitations, as to the due
execution and delivery of this Agreement and the documents delivered by the
Parent and the Seller at the Closing (including, without limitation, the
License Agreement);
7.2.4 the waiting period under the HSR Act shall have
expired or been terminated; and
7.2.5 the Seller shall have duly executed and have
available for delivery to the Purchaser the License Agreement and other
writings referred to in Section 2.1 and Article VIII.
7.3 CONDITIONS TO OBLIGATION OF THE SELLER. The obligation of the
Seller to deliver the License Agreement and other writings referred to in
Section 2.1 and Article VIII shall be subject to the fulfillment at or
prior to the Closing Date of the following additional conditions, any one
or more of which may be waived by the Seller:
7.3.1 the Purchaser shall have performed in all
material respects its obligations under this Agreement required to be
performed on or prior to the Closing Date pursuant to the terms hereof;
7.3.2 the Seller shall have been furnished with a
certificate, dated the Closing Date, executed by an officer of the
Purchaser, certifying to the fulfillment of the conditions specified in
Section 7.3.1;
<PAGE>
19
7.3.3 the Seller and the Parent shall have been
furnished with a favorable opinion of counsel to the Purchaser, subject to
customary qualifications and limitations, as to the due execution and
delivery of this Agreement and the documents delivered by the Purchaser at
the Closing;
7.3.4 the waiting period under the HSR Act shall have
expired or been terminated;
7.3.5 LHC shall have given its consent to the
transactions contemplated hereby; and
7.3.6 Purchaser shall have duly executed and shall
have available for delivery to the Seller the License Agreement and other
documents required by Article VIII to be delivered by Purchaser and shall
have demonstrated to Seller's satisfaction that it is able and willing to
make the payment required by Section 2.2.2.
ARTICLE VIII.
DELIVERIES AT CLOSING
At the Closing, Seller shall deliver to Purchaser counterparts, duly
executed by Seller, of (i) an absolute and irrevocable assignment (in the
form annexed hereto as Exhibit F), of the rights of Seller (as exclusive
licensor) in and to the Meyer Marketing License, (ii) the License Agreement
provided for in Section 2.1 (in the form annexed hereto as Exhibit C) and
(iii) such other documents, instruments and papers, if any, as shall be
necessary effectively to confer upon Purchaser the rights intended to be
conferred upon Purchaser pursuant to Section 2.1 of this Agreement; and
<PAGE>
20
Purchaser shall (a) deliver to Seller duly executed counterparts of the
documents referred to in clauses (i) and (ii) of the forepart of this
sentence and (b) make payment of that portion of the purchase price
provided for in Section 2.2.2 in the manner provided in Section 2.2.
ARTICLE IX.
TERMINATION AND ABANDONMENT
9.1 TERMINATION. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing Date:
9.1.1 by mutual action of the Purchaser and the Seller;
9.1.2 by the Purchaser if (a) the Seller shall have breached or
failed to perform any of its covenants contained herein, which breach or
failure is not capable of remedy and which, if in existence immediately
prior to the scheduled Closing, would permit the Purchaser to elect not to
effect the transactions contemplated by this Agreement or (b) LHC shall
have failed to consent to the transaction contemplated hereby;
9.1.3 by the Seller if the Purchaser shall have breached or failed
to perform any of its covenants contained herein, which breach or failure
is not capable of remedy and which, if in existence immediately prior to
the scheduled Closing, would permit the Seller to elect not to effect the
transactions contemplated by this Agreement;
<PAGE>
21
9.1.4 by the Purchaser or the Seller if a court of competent
jurisdiction or other governmental body shall have issued an order, decree
or ruling or taken any other action restraining, enjoining or otherwise
prohibiting the transaction;
9.1.5 by the Seller if the Purchaser and Seller have received a
request for additional information under the HSR Act and neither the
Purchaser nor the Seller shall have been informed by August 15, 1996 that
no governmental body intends to seek an order restraining, enjoining or
otherwise prohibiting the transaction; or
9.1.6 by the Purchaser or the Seller if the Closing Date shall not
have occurred by August 31, 1996 for any reason other than the reason
specified in Section 9.1.5.
9.2 PROCEDURE AND EFFECT OF TERMINATION. In the event of termination
and abandonment of the Acquisition by the Purchaser, on the one hand, or by
the Seller, on the other hand, pursuant to Section 9.1, written notice
thereof shall forthwith be given to the other parties hereto and this
Agreement shall terminate (except as otherwise provided in Section 2.2.1),
and the Acquisition shall be abandoned without further action by any of the
parties hereto. If this Agreement is terminated as provided herein no
party hereto shall (except as otherwise provided in Section 2.2.1), have
any liability or further obligation to any other party under the terms of
this Agreement except for willful breach by any party hereto.
<PAGE>
22
ARTICLE X.
MISCELLANEOUS
10.1 PRODUCT WARRANTIES; PRODUCT LIABILITY CLAIMS. Purchaser has not
assumed, and shall have no legal responsibility for, warranties for
replacement or repair of Cookware and Bakeware Products manufactured or
sold by the Company or the Seller or their predecessors; provided, however,
that if the parties reach an agreement as contemplated by Section 6.7, the
rights and obligations of the parties with respect to such warranties shall
be governed by such agreement. Moreover, Purchaser has not agreed to
assume, and shall not be deemed to have assumed, responsibility for product
liability claims in respect of those Cookware and Bakeware Products that
were manufactured or sold by the Company or the Seller or their
predecessors.
10.2 AMENDMENT AND MODIFICATION. Subject to applicable law, this
Agreement may be amended, modified or supplemented only by a written
agreement signed by the parties hereto with respect to any of the terms
contained herein.
10.3 WAIVER OF COMPLIANCE; CONSENTS. Any failure of the Purchaser, on
the one hand, or the Parent and the Seller, on the other hand, to comply
with any obligation, covenant, agreement or condition herein may be waived
by the Purchaser or the Parent, respectively, only by a written instrument
signed by the party granting such waiver, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver
<PAGE>
23
of, or estoppel with respect to,
any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be
given in writing in a manner consistent with the requirements for a waiver
of compliance as set forth in this Section 10.3.
10.4 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered in
person, by courier or registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses (or
at such other address for a party as shall be specified by like notice):
if to the Purchaser, to it at:
Meyer Marketing Co. Ltd.
382 Kwun Tong Road
Kwun Tong, Kowloon, Hong Kong
Attn: Mr. C. K. Wong
Group Financial Controller
with copies to:
Meyer Corporation
601 Gateway Boulevard
Suite 1150
South San Francisco, California 94080
Attn: Mr. Stanley K. Cheng,
Chairman
with a copy to:
Baker & McKenzie
805 Third Avenue
29th Floor
New York, New York 10022
Attn: Malcolm I. Ross, Esq.
Richard L. Nevins, Esq.
<PAGE>
24
if to the Parent or the Seller, to
the Parent at:
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128-9114
Attn: Mr. Leonard Florence,
Chairman of the Board,
President and Chief
Executive Officer
with copies to:
Faye A. Florence, Esq.
Vice President and General Counsel
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128-9114
and
Paul, Weiss, Rifkind, Wharton
& Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attn: James L. Purcell, Esq.
10.5 ASSIGNMENT. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto without the prior written consent
of the other parties provided that assignment of any rights under the
License Agreement shall be governed by the terms of the License Agreement.
10.6 EXPENSES. Whether or not the Acquisition is consummated, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
costs or expenses, including, without limitation, its legal expenses.
<PAGE>
25
10.7 GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York applicable to agreements made and to be performed
entirely within such State.
10.8 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10.9 ENTIRE AGREEMENT. This Agreement, including the documents or
instruments referred to herein, embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, representations,
warranties, covenants, or undertakings, other than those expressly set
forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such
subject matter.
10.10 NO THIRD PARTY BENEFICIARIES. Except as otherwise provided in
Section 6.4, this Agreement is not intended to, and does not, create any
rights or benefits in favor of any party other than the parties hereto.
10.11 FACSIMILE SIGNATURES. Delivery of a facsimile counterpart of one
or more signature pages of this Agreement or the Guaranty annexed hereto as
Exhibit G purporting to bear the signatures of one or more parties to this
Agreement by counsel to the party or parties to this Agreement whose
signature is, or whose signatures are, thus proffered shall suffice to
<PAGE>
26
evidence the due execution of this Agreement and/or of such Guaranty by
such party or parties hereto or thereto.
IN WITNESS WHEREOF, the Parent, the Seller and the Purchaser have
each caused this Agreement to be signed by its duly authorized officer as
of the date first above written.
MEYER MARKETING CO. LTD.
By /s/ Robert Rae
----------------------
Name: Robert Rae
Title: President
SYRATECH CORPORATION
By /s/ Leonard Florence
-----------------------
Name: Leonard Florence
Title: Chairman and
President
FARBERWARE INC.
(formerly known as Far-B
Acquisition Corp.)
By /s/ Leonard Florence
------------------------
Name: Leonard Florence
Title: Chairman and
President
EXHIBIT A
DEFINITIONS, INTERPRETATION AND CONSTRUCTION
1.1 DEFINITIONS. As used in the Agreement (as hereinafter
defined) the following terms have the following meanings:
"Agreement" means the Agreement, dated as of May 3, 1996
by and among Syratech Corporation ("Parent"), Farberware Inc. (formerly
known as Far-B Acquisition Corp.) ("Seller") and Meyer Marketing Co. Ltd.
("Purchaser") to which this Exhibit A is annexed.
"Asset Purchase Agreement" means the Asset Purchase
Agreement to which reference is made in the second recital to this
Agreement.
"Company" has the meaning ascribed to it in the first
recital to the Agreement.
"Cookware and Bakeware Products" means non-electric pots,
pans, grills (other than outdoor grills and grills of the types pictured
on pages 44 and 45 of LHC's Current Farberware Catalogue), griddles,
kettles (but only those made of stainless steel, regular aluminum or
anodized aluminum), woks, rotisseries (other than electrified or outdoor
rotisseries), steamers and other vessels, containers, receptacles and
devices (other than coffee urns) of all kinds and materials (including
glass and ceramic cookware but EXCLUDING glass and ceramic bakeware or
other food preparation items similar to those marketed, or generally
known, as "Pyrex" products and ALSO EXCLUDING disposable cookware and
bakeware products made from aluminum foil and/or similar materials) for
use in the preparation of baked, barbecued, boiled, fried, grilled,
roasted, steamed and other cooked foods at home (as distinguished from
the commercial, industrial and/or institutional preparation thereof).
Notwithstanding the foregoing limitations of the definition of "Cookware
and Bakeware Products," such definition shall include commercial,
industrial and institutional size pots, pans (including baking pans) and
roasters and shall also include the non-electrified bodies of those
frying pans, griddles and woks heretofore electrified by the Company and
marketed by the Company as electric frying pans, electric griddles and
electric woks; but nothing in this definition shall permit the holder of
Cookware and Bakeware Products Rights to electrify any of such items or
to market any electric frying pans, electric griddles, electric woks or
any other Electric Products under the Farberware name and trademark.
"Cookware and Bakeware Products Rights" means all rights
to use and exploit the Farberware name and related trademarks in
connection with the sourcing, manufacture and/or distribution of
(i) Cookware and Bakeware Products for home (as distinguished from
commercial, industrial and/or institutional) use and (ii) commercial,
industrial and/or institutional size pots, pans (including baking pans)
<PAGE>
A-2
and roasters for commercial, industrial and/or institutional use, and
include ownership of, and the rights of the Company and the Seller
(including the right to receive royalties accruing after the Closing
under the Agreement) under, or arising upon expiration of, the Meyer
Marketing License; provided, however, that the word "devices" as used in
the definition of "Cookware and Bakeware Products" shall not be deemed to
confer upon the holder of the Cookware and Bakeware Products Rights any
right to use and exploit the Farberware name and related trademarks in
connection with the sourcing, manufacture and/or distribution of devices
that are the same or similar to and intended for the same use as devices
that are both (a) included in LHC's Current Farberware Catalogue, and
(b) not included among devices that as of the date hereof are sourced,
manufactured and/or distributed by the Seller and its predecessors and
their licensees (other than LHC) pursuant to Existing Farberware
Licenses; and provided, further, that the term "Cookware and Bakeware
Products Rights" shall not include rights to use and exploit the
Farberware name and related trademarks in connection with the sourcing,
manufacture and/or distribution of Electric Products of any kind, it
being understood and agreed that Seller is reserving to itself the right
to use and exploit (directly or by assignment, licensing or otherwise)
all Electric Products Rights, including rights to manufacture, source,
market and otherwise exploit electrified versions of the frying pans,
griddles and woks referred to in the final sentence of the definition of
Cookware and Bakeware Products.
"Electric Products Rights" means rights to use and exploit
the Farberware name and trademark in connection with the sourcing,
manufacture and/or distribution of "Electric Products," i.e., electrical
items of all kinds (whether for home, commercial, industrial and/or
institutional use and whether or not now invented or sold under the
Farberware name), including, by way of illustration and without
limitation, electric coffee makers, espresso machines, grinders of all
kinds, juicers, mixers, blenders, food processors, deep fryers, corn
poppers, toasters, toaster ovens, convection ovens, microwave ovens, hot
plates, waffle and sandwich makers, bread makers, grills, griddles,
frying pans, woks, warmers, can openers and other small electrical
appliances, electric grooming aids, electric cleaning devices and other
electric products of all kinds, excluding, however, electric pepper mills
and major consumer appliances, such as refrigerators, clothes washers,
clothes dryers, dishwashers and electric ranges.
"Existing Farberware Licenses" means Farberware Licenses
heretofore granted by the Company (or any predecessor of the Company)
that are valid and subsisting and includes, without limitation, the
license agreements identified on the schedule annexed to the Agreement as
Exhibit E.
"Farberware Licenses" means licenses to manufacture
(and/or cause to be manufactured) and/or market products under and using
the "Farberware" name and trademark and includes, without limitation, the
Existing Farberware Licenses.
<PAGE>
A-3
"Intellectual Property Rights" means all of the rights of
the Seller (which includes all of the rights owned by the Company and its
subsidiaries immediately prior to the Closing under the Asset Purchase
Agreement) in, and with respect to, the trademarks, trade names, service
marks, copyrights (including applications for, rights to acquire and
other rights with respect to, any of the foregoing), licenses,
technology, know-how, trade secrets, franchises, authorizations (and all
documentation relating to the foregoing) of the Seller (which includes
all of the rights that were owned by the Company and its subsidiaries
immediately prior to the Closing under the Asset Purchase Agreement) used
or heretofore proposed to be used by the Seller or its predecessors in
interest (including the Company and its subsidiaries) in connection with
the Farberware Business, including, without limitation, (i) the name
"Farberware" and (ii) the patents, trademarks and copyrights included in
the Sale Assets to the extent that such patents, trademarks and
copyrights were effectively conveyed to the Seller on the Purchase Date.
"Inventory" means all quantities of finished goods
inventories (including wrapped goods) of Cookware and Bakeware Products,
but shall not include raw materials or work in process.
"LHC" means Lifetime Hoan Corporation, a Delaware
corporation.
"LHC's Current Farberware Catalogue" means the catalogue
bearing the front cover inscription "FARBERWARE<reg-trade-mark> Cutlery
Kitchen Tools Gadgets Cutting Boards BBQ Accessories," consisting of a
front cover, a back cover, four pages (marked i through iv) listing style
numbers and product descriptions, and fifty pages (numbered 2 through 51)
of product pictures, and having on the back cover thereof the following
information INTER ALIA: Lifetime Hoan Corporation, Westbury, NY 11590
CAT. NO. ZYFW2CAT, which catalogue is currently being circulated by LHC.
"Lifetime License" means the License Agreement dated
December 14, 1989 between the Company and Lifetime Cutlery Corp., as
supplemented by letter, dated November 16, 1990, on Farberware Inc.
stationery, addressed to Mr. Jeff Siegel and signed by Kevin O'Malley, as
the same may be or be deemed to be, amended or replaced pursuant to the
Agreement, dated as of February 2, 1996, by and among Parent, LHC and
Seller.
"Meyer Marketing License" means the License and
Distribution Agreement dated September 29, 1995 between the Company and
Meyer Marketing Company, Ltd., as amended by supplemental letter of even
date therewith.
"Parent" has the meaning ascribed to that term in the
definition of Agreement.
<PAGE>
A-4
"Person" means any individual, corporation, partnership,
firm, joint venture, association, joint-stock company, trust,
unincorporated organization, governmental body or other entity.
"Purchase Date" means April 2, 1996, i.e., the date on
which the purchase of the Sale Assets from the Company was completed.
"Purchaser" has the meaning ascribed to that term in the
definition of Agreement.
"Sale Assets" means all Assets (as defined in the Asset
Purchase Agreement) that were conveyed to Seller pursuant to Section 1.1
of the Asset Purchase Agreement.
"Seller" has the meaning ascribed to that term in the
definition of Agreement.
1.2 INTERPRETATION. In the Agreement, unless a clear contrary
intention dictates otherwise:
1.2.1 the singular number includes the plural number and
VICE VERSA;
1.2.2 reference to any Person includes such Person's
successors and assigns but, if applicable, only if such successors and
assigns are permitted by the terms of the applicable agreement; and
reference to a Person in a particular capacity excludes such Person in
any other capacity or individually;
1.2.3 reference to either gender includes the other gender;
1.2.4 reference to any agreement (including the Agreement
and the Exhibits and Schedules attached thereto), document or instrument
means such agreement, document or instrument as amended or modified and
in effect from time to time in accordance with the terms thereof and, if
applicable, the terms of the Agreement;
1.2.5 reference to any Law means as amended, modified,
codified, replaced or re-enacted, in whole or in part, and in effect on
the date of the Agreement, including rules, regulations, enforcement
procedures and any interpretations promulgated thereunder;
1.2.6 reference to any Article, Section, subsection, clause,
Exhibit or Schedule means such Article, Section, subsection or clause of
the Agreement or Exhibit or Schedule thereto;
<PAGE>
A-5
1.2.7 "herein," "hereunder," "hereof," "hereto" and words of
similar import shall be deemed references to the Agreement as a whole and
not to any particular Article, Section, subsection, clause, Exhibit or
Schedule attached thereto;
1.2.8 "including" (and with correlative meaning "include")
means including without limiting the generality of any description
preceding such term; and
1.2.9 the headings contained in the Agreement (including the
Exhibits and Schedules attached thereto) are for reference purposes only
and shall not affect in any way the meaning or interpretation of the
Agreement.
1.3 CONSTRUCTION. The parties have participated jointly in
the negotiation and drafting of the Agreement directly and through their
respective counsel, i.e. Paul, Weiss, Rifkind, Wharton & Garrison, on
behalf of Parent and Seller, and Baker & McKenzie, on behalf of
Purchaser. In the event an ambiguity or question of intent or
interpretation arises, the Agreement shall be construed as if drafted
jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any
provision of the Agreement.
EXHIBIT B
SCHEDULE I
INTELLECTUAL PROPERTY USED EXCLUSIVELY FOR
NON-ELECTRIC COOKWARE AND BAKEWARE PRODUCTS
TRADEMARKS
<TABLE>
<CAPTION>
MARK GOODS JURISDICTION REGISTRATION NUMBER APPLICATION NUMBER
<S> <C> <C> <C> <C>
FARBERWARE Household hollow wares made of USA 804130 --
metal, namely, colanders and
casserole sets
ADVANTAGE Saucepans, saucepots, etc. USA 1226680 --
MILLENNIUM Nonelectric cookware USA 1898138 --
NEVERSTICK Cookware and bakeware USA 1743201 --
FARBERWARE CHANGES Cookware and bakeware USA -- 74/071500
NON-STICK COOKWARE
INTO NEVER-STICK
COOKWARE
NUTRIMASTER Cookware USA 1819494 --
DECATHLON Nonelectric cookware and USA 1924653 --
bakeware for household use
FARBER Nonelectric cookware and USA 1877200 --
bakeware
CLASSICOTE Cookware and bakeware having a USA -- 74/478730
nonstick coating
SET BUILDERS Cookware, namely nonelectric USA 1900692 --
pots and pans
AMERICAN ESSENTIALS Nonelectric cookware and USA -- 74/525838
bakeware
NECESSITIES Nonelectric cookware USA -- 74/615755
THERMAL INTELLIGENCE Nonelectric cookware USA -- 74/615769
NEW DIMENSIONS Aluminum nonstick cookware USA -- 75/026506
ALUMINAIRE Cookware USA -- 75/032838
<PAGE>
VANGUARD 1000 Cookware USA -- 75/032839
CONTEMPORARY COLONIAL Cookware USA -- 75/032840
COOKWARE
COLONIAL COOKWARE Cookware USA -- 75/032841
[THERMAL INTELLIGENCE [Not provided]{1} CANADA -- 796,549]
FARBERWARE Dutch ovens GREAT BRIT 876698 --
ADVANTAGE Saucepans, saucepots, saute JAPAN -- 06/119132
pans, frypans, etc.
GOURMETRIX Nonelectric cookware MEXICO -- N/A
THERMAL INTELLIGENCE Nonelectric cookware MEXICO -- 248446
</TABLE>
**FOOTNOTES**
{1/}The products are not listed in the printout we received from
Farberware's intellectual property counsel, but if the products are the
same as those for the corresponding U.S. mark, it belongs in the
exclusive category.
EXHIBIT C
LICENSE AGREEMENT
LICENSE AGREEMENT, dated as of , 1996 (the
"Effective Date"), by and between FARBERWARE INC. (formerly known as
Far-B Acquisition Corp.), a Delaware corporation (the "Licensor") and an
indirect wholly-owned subsidiary of Syratech Corporation, a Delaware
corporation (the "Parent"), and MEYER MARKETING CO. LTD., a British
Virgin Islands corporation (the "Licensee").
WHEREAS, Licensor has acquired and owns certain trademarks,
patents and copyrights relating to Cookware and Bakeware Products as
defined herein, as well as to other products; and
WHEREAS, the Licensor wishes to grant, and the Licensee wishes
to receive, a license under certain trademarks, patents and copyrights
relating to Cookware and Bakeware Products, all upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and of other good and valuable
consideration, each to the other in hand paid, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
<PAGE>
C-2
ARTICLE I
DEFINITIONS, INTERPRETATION AND CONSTRUCTION
The capitalized terms used in this License Agreement are
defined, and the rules governing the interpretation and construction of
this License Agreement are set forth, in Schedule I annexed hereto; and
the text and provisions of said Schedule I are incorporated herein by
reference as though set forth at length in this Article I.
ARTICLE II
GRANT OF LICENSES
2.1 Licensor hereby grants to Licensee for the period from the
Effective Date until Termination in accordance with Article XIII below:
2.1.1 The exclusive right and license to use and
exploit throughout the World (except as hereinafter provided) the
Farberware name and related trademarks in connection with the sourcing,
manufacture and/or distribution of (i) Cookware and Bakeware Products for
home (as distinguished from commercial, industrial and/or institutional)
use and (ii) commercial, industrial and institutional size pots, pans
(including baking pans) and roasters for commercial, industrial or
institutional use; provided, however, that the word "devices" as used in
the definition of "Cookware and Bakeware Products" shall not be deemed to
confer upon Licensee any right to use and exploit the Farberware name and
related trademarks in connection with the sourcing, manufacture and/or
distribution of devices that are the same or similar to and intended for
the same use as devices that are both (a) included in LHC's Current
Farberware Catalogue, and (b) not included among devices that as
<PAGE>
C-3
of the
date hereof are sourced, manufactured and/or distributed by the Licensor
and its predecessors and their licensees (other than LHC) pursuant to
Existing Farberware Licenses; and provided, further, that the rights
conferred by this Section 2.1.1 shall not include rights to use and
exploit the Farberware name and related trademarks in connection with the
sourcing, manufacture and/or distribution of Electric Products of any
kind, it being understood and agreed that Licensor is reserving to itself
the right to use and exploit (directly or by assignment, licensing or
otherwise) all Electric Products Rights, including rights to manufacture,
source, market and otherwise exploit electrified versions of the frying
pans, griddles and woks referred to in the final sentence of the
definition of Cookware and Bakeware Products.
2.1.2 The exclusive right and license to use and
exploit those specific Intellectual Property Rights that were acquired by
Licensor pursuant to the Asset Purchase Agreement and that are listed on
Schedule II annexed hereto, such specific Intellectual Property Rights,
together with such registrations thereof as may hereafter be effected in
additional countries in accordance with Section 5.2 solely for Cookware
and Bakeware Products, being herein collectively called "Schedule II
Rights."
2.1.3 The non-exclusive right to use and exploit so
much of the other Intellectual Property Rights acquired by the Licensor
pursuant to the Asset Purchase Agreement (including, without limitation,
such of the Intellectual Property Rights listed on Schedule III annexed
hereto as were so acquired by Licensor but are not listed on Schedule II)
as (A) have heretofore been used or exploited by the Licensor or its
predecessors in connection with the sourcing, manufacture and
<PAGE>
C-4
distribution of Cookware and Bakeware Products and which Licensor shall
have identified as such, and (B) may be used and exploited without
violating the rights of third parties, including, without limitation, the
rights of parties to the Existing Farberware Licenses and the Lifetime
License, such non-exclusive Intellectual Property Rights, together with
such registrations thereof as may hereafter be effected in additional
countries in accordance with Section 5.2 not solely for Cookware and
Bakeware Products, being herein collectively called "Schedule III
Rights."
2.2 Licensor reserves unto itself all other rights in and to
the Intellectual Property. Without limiting the generality of the next
preceding sentence and notwithstanding the grant of rights made to
Licensee pursuant to Section 2.1, Licensor and Parent shall have the
right at any time and from time to time to sell any and all Inventory
owned by Licensor or Parent at the time of the Closing under the
Agreement or that Licensor is thereafter required to purchase under the
MSA (including Inventory required to be purchased pursuant to Licensor's
exercise prior to the date of the Agreement of Licensor's option under
Section 2.A of the MSA to extend the initial Production Period), and all
returns thereof. Notwithstanding the grants of trademark and other
intellectual property rights being made to Licensee pursuant to
Section 2.1, (i) Parent and Licensor shall each have the right and
license (so long as either of them owns any Inventory acquired from the
Company or returned by customers) to use and exploit (and to authorize
their customers to use and exploit in connection with resale of the
Inventory) all of the Intellectual Property Rights that have at any time
been used or exploited by the Licensor or the Company or others in the
marketing of Inventory and (ii) the Company has a continuing royalty
<PAGE>
C-5
free
license to use the name Farberware in connection with (and only in
connection with) the sale in Australia of finished goods Inventory
located in Australia on the Purchase Date.
ARTICLE III
OWNERSHIP AND USE OF INTELLECTUAL PROPERTY RIGHTS
3.1 Licensee acknowledges Licensor's exclusive ownership of
the Intellectual Property Rights, including any and all trademarks,
service marks, copyrights and patents listed on Schedule III, and agrees
that it will do nothing inconsistent with such ownership.
3.2 Licensee acknowledges and agrees that all of the
Intellectual Property Rights and the goodwill pertaining to the
Intellectual Property Rights is vested in Licensor. Licensor agrees to
record this License Agreement and/or to register Licensee as a user of
the Intellectual Property Rights licensed hereby with appropriate
government authorities and to execute all further lawful documents
necessary to effect the terms of this License Agreement in various
countries in a manner that will preserve the ownership rights of Licensor
therein; and Licensee agrees to assist Licensor in so doing. If, after
being requested to do so by Licensee, Licensor shall for any reason fail
to record this License Agreement, or, alternatively, to register Licensee
as a user of the Intellectual Property Rights licensed hereby with
appropriate government authorities, or otherwise fail to make other
necessary filings hereunder, Licensee shall have the right, on notice to
Licensor, to do so; and in such event Licensor shall cooperate with
Licensee in the exercise of such right.
<PAGE>
C-6
3.3 Licensee agrees to follow the instructions of Licensor for
proper use of the Intellectual Property Rights licensed hereby in order
that protection and/or registrations therefor may be obtained or
maintained. Licensee agrees that, except as specifically provided in
Article II, nothing in this License Agreement shall give Licensee any
right, title or interest in or to any of the Intellectual Property Rights
licensed hereby including (A) the vesting of ownership of the
Intellectual Property Rights in Licensee, (B) the vesting of secondary
meaning rights to the Intellectual Property in Licensee, or (C) the loss
by Licensor of any of its rights in and to the Intellectual Property
reserved to Licensor herein (including rights of reverter which are
hereby so reserved) other than the right and license to exercise
Intellectual Property Rights in accordance with, and subject to the terms
and conditions of, this License Agreement. Licensee further agrees that
it will not attack the title of Licensor to any of the Intellectual
Property Rights, or attack the validity of the Intellectual Property
Rights, or attack the validity of this License Agreement.
ARTICLE IV
QUALITY STANDARDS AND CONTROL
4.1 Licensor acknowledges that adherence to high standards of
quality, safety, style and appearance in the manufacture and distribution
of Cookware and Bakeware Products is imperative to preservation of the
integrity and value of the Farberware name, related trademarks and
associated good will; and Licensee undertakes and agrees that all
Cookware and Bakeware Products manufactured and distributed by Licensee
using the Farberware name and related trademarks shall (i)
<PAGE>
C-7
comply with
applicable laws and regulations and (ii) conform to standards of quality,
safety, style and appearance at least equal to those standards that have
heretofore applied to first quality Cookware and Bakeware Products
manufactured and distributed by the Company, which the parties agree are
acceptable standards. The Licensee further agrees that Licensor shall
have the right to assure itself that the Licensee is complying with the
standards set forth in this Section 4.1 either by means of the procedure
set forth in Section 4.2 ("Prior Approval") or by means of the procedure
set forth in Section 4.3 ("Post Production Review"), the choice of
procedure to be chosen by the Licensee in the Licensee's sole and
absolute discretion.
4.2 If Licensee chooses to seek Prior Approval of a Cookware
or Bakeware Product, Licensee will initially forward to Licensor a
prototype sample ("Initial Sample") thereof. Upon receipt of Licensor's
approval of the Initial Sample, Licensee will produce a production
sample. Licensee agrees to test such Cookware and Bakeware Product
before production of said product in Licensee's own laboratory and to
submit written results of such test along with a sample ("Approval
Sample") of the Cookware and Bakeware Product so tested to Licensor.
Licensor may, for any reason, submit any such Approval Sample to an
independent laboratory for testing. All costs, fees and expenses
associated with the testing by the independent laboratory will be borne
by the Licensee. Licensor agrees to inspect expeditiously each such
Approval Sample and to notify Licensee of its approval within fifteen
(15) days of receipt, and if not approved, to advise Licensee, in
writing, of any and all corrections reasonably required in order for it
to be approved. The quality of each Cookware or Bakeware Product offered
for sale by Licensee shall be in conformity with the
<PAGE>
C-8
Approval Sample
thereof. If Licensor does not so respond within thirty (30) days, the
Approval Sample shall be deemed approved by Licensor. The cost of all
Approval Samples, including any and all shipping charges, shall be borne
exclusively by Licensee. Licensor shall be entitled from time to time to
inspect random samples (which Licensee agrees to make available at no
charge to Licensor) from the production stock of Cookware and Bakeware
Products that received Prior Approval to confirm that production stock of
such products substantially conforms with the Approval Samples thereof.
Production samples of any Cookware or Bakeware Products that conform to
the Approval Samples thereof shall be deemed to meet the standards
required by Section 4.1.
4.3 If Licensee elects not to pursue prior approval of any
Cookware or Bakeware Product in accordance with Section 4.2 above,
Licensee shall be deemed to have opted for Post Production Review of such
product, and Licensee may proceed with the production and marketing of
such Cookware or Bakeware Product so long as Licensee determines in good
faith that such product conforms to the standards required by Section
4.1. Prior to or contemporaneously with Licensee's first commercial sale
of any Cookware or Bakeware Product for which Licensee did not seek Prior
Approval in accordance with Section 4.2, Licensee shall provide Licensor
with written notice of Licensee's introduction of such Cookware or
Bakeware Product. Licensee agrees to make available to Licensor at no
charge such samples of each of the Cookware and Bakeware Products
produced by Licensee as Licensor may from time to time reasonably request
for the purpose of testing such products for compliance with applicable
laws and regulations, and to enable Licensor to determine
<PAGE>
C-9
whether such
products comply with the standards specified in Section 4.1 above. If
Licensor thereafter determines in Licensor's reasonable discretion (which
shall not be arbitrarily or capriciously exercised) that any Cookware or
Bakeware Product not previously approved in writing (except as otherwise
provided in the penultimate sentence of Section 4.2) does not comply with
applicable laws and regulations or meet the quality standards required by
Section 4.1, Licensor shall have the right (which shall be exercised
reasonably and, if challenged by Licensee, shall be subject to the
Dispute Resolution procedures set forth in Article XV) by written notice
to Licensee to order that such product be withdrawn from the market
immediately. A failure promptly to comply with any such order that is
not challenged or, if challenged, is upheld will be deemed to be a breach
of this License Agreement.
4.4 Licensee agrees to permit Licensor upon reasonable request
to inspect Licensee's manufacturing operations and testing records (and
those of Licensee's suppliers) for the Cookware and Bakeware Products.
4.5 Any modification of any Cookware or Bakeware Product,
including change of materials, design or size shall be treated as if it
were a new product.
4.6 Licensee acknowledges that adherence to high standards of
quality, style and appearance in the packaging and advertising (including
any printed materials) of Cookware and Bakeware Products or in related
uses of the Farberware name, logo or related trademarks in any form or
manner whatsoever (collectively, "Packaging and/or Promotional
Materials") is essential to preservation of the integrity and value of
the Farberware name, related trademarks and associated good will; and
<PAGE>
C-10
Licensee undertakes and agrees that all Packaging and/or Promotional
Materials using the Farberware name, logo or related trademarks shall
conform to standards of quality, style and appearance at least equal to
those standards that (i) have heretofore applied in the packaging and
marketing of first quality Cookware and Bakeware Products manufactured
and distributed by the Company or, alternatively, (ii) have applied, or
from time to time hereafter may be applied, to the packaging and
marketing of high-grade Cookware and Bakeware Products manufactured and
distributed by the Licensee under its own name or that of Meyer
Corporation; and the parties agree that adherence to either of those
standards shall be, and be deemed to be, adherence to an acceptable
standard. The Licensee further agrees that Licensor shall have the right
to assure itself that the Licensee is adhering to a standard permitted by
this Section 4.6 either by means of the procedure set forth in
subsection 4.6.1 ("Prior Approval"), or by means of the procedure set
forth in subsection 4.6.2 ("Post-Utilization Review"), the choice of
procedure to be made by Licensee in Licensee's sole and absolute
discretion.
4.6.1 If Licensee chooses to seek Prior Approval of any
Packaging and/or Promotional Materials, Licensee shall submit samples
(hereinafter referred to as "Print Samples") of such Packaging and/or
Promotional Materials to Licensor for approval prior to use thereof.
Licensor agrees expeditiously to inspect such Print Samples and to notify
Licensee of its approval within 15 days of receipt and, if not approved,
to advise Licensee in writing of any and all changes reasonably required
in order for them to be approved. The quality of the Packaging and/or
Promotional Materials utilized by Licensee shall be in conformity with
the Print
<PAGE>
C-11
Samples. If Licensor does not so respond within 30 days, the
Print Samples shall be deemed approved by the Licensor. The cost of all
Print Samples, including any and all shipping charges, shall be borne
exclusively by Licensee.
4.6.2 If Licensee elects not to pursue Prior Approval of
any Packaging and/or Promotional Materials in accordance with
subsection 4.6.1 above, Licensee shall be deemed to have opted for Post-
Utilization Review of such Packaging and/or Promotional Materials, and
Licensee may proceed with use thereof so long as Licensee determines, in
good faith, that such Packaging and/or Promotional Materials conform to a
standard permitted by the introductory part of this Section 4.6. Prior
to or contemporaneously with Licensee's first public use of any Packaging
and/or Promotional Materials for which Licensee did not seek Prior
Approval in accordance with subsection 4.6.1, Licensee shall provide
Licensor with written notice of Licensee's utilization thereof, and, if
requested to do so by Licensor, shall make available to Licensor at no
charge, Print Samples of such Packaging and/or Promotional Materials for
the purpose of enabling Licensor to determine whether such Packaging
and/or Promotional Materials comply with a standard permitted by the
forepart of this Section 4.6. If Licensor thereafter determines in
Licensor's reasonable discretion (which shall not be arbitrarily or
capriciously exercised) that the Packaging and/or Promotional Materials
that were not previously approved do not comply with a standard permitted
by the introductory part of this Section 4.6, Licensor shall have the
right (which shall be exercised reasonably and, if challenged by
Licensee, shall be subject to the dispute resolution procedures set forth
in Article XV), by written notice to Licensee, to order that use of such
Packaging and/or
<PAGE>
C-12
Promotional Materials be discontinued immediately. The
failure promptly to comply with any such order that is not challenged,
or, if challenged, is upheld, will be deemed to be a breach of this
License Agreement.
4.7 If Licensee at any time desires to have any Cookware or
Bakeware Products or components thereof manufactured by a third party and
if any such third party manufacturer utilizes the Licensed Intellectual
Property Rights for any unauthorized purpose, Licensee shall cooperate
fully in bring such utilization to an immediate halt. If as a result of
the activities of any such third party manufacturer, Licensor is
subjected to any penalty or expense, Licensee will on demand fully
compensate Licensor for any cost or loss Licensor sustains.
4.8 All complaints concerning any Cookware or Bakeware
Products or any of the Intellectual Property Rights, which are received,
either directly or indirectly, by the Licensee and which could reasonably
be expected to result either in litigation against the Licensor or,
alternatively, in a discernible diminution in the value of any of the
Intellectual Property Rights, shall be promptly forwarded by the Licensee
to the Licensor.
4.9 All returns of Cookware or Bakeware Products sold by
Licensee under this License Agreement shall be directed to Licensee. In
the event that any Cookware or Bakeware Products sold by Licensee are
returned to Licensor by consumers, Licensee shall reimburse Licensor for
Licensor's actual costs of handling and shipping the same via United
Parcel Service to Licensee. In the event that any Cookware or Bakeware
Products sold by Licensor are sent to Licensor by distributors, merchants
or wholesalers, Licensor shall decline to accept delivery
<PAGE>
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thereof and
cause such products to be returned to the distributors, merchants or
wholesalers from whom they were sent, together with instructions to deal
with the Licensee with respect to any proposed return of products
manufactured by it.
ARTICLE V
TRADEMARKS AND SERVICE MARKS
5.1 Except with the written consent of Licensor, neither
Licensee nor any of its subsidiaries or affiliates will register or
attempt in any country to register any of the Licensed Intellectual
Property Rights (including any Marks), or any word, symbol or design
which is so similar thereto as to suggest association with or sponsorship
by Licensor. In the event of breach of the foregoing, Licensee agrees,
at its expense and at Licensor's request, immediately to terminate the
unauthorized registration activity, and promptly to execute and deliver,
or cause to be delivered, to Licensor such assignments and other
documents as Licensor may require to transfer to Licensor all rights to
the Marks or other Intellectual Property, registrations and applications
involved.
5.2 Licensee shall not use or exercise any Licensed
Intellectual Property Rights (including the right to use any trade name,
trademark or service mark) granted by this License Agreement in any
country unless or until an application has been filed for the relevant
Licensed Intellectual Property Right to be duly registered in such
country by Licensor. Licensor shall promptly file applications for such
registration upon request by Licensee at Licensee's expense. If Licensor
shall for any reason fail to file any such application within a
reasonable time after being
<PAGE>
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requested to do so, Licensee shall have the
right, on notice to Licensor, to make such filing; and in such event
Licensor shall cooperate with Licensee in the exercise of such right.
Licensor may determine whether or not to seek registration of any
Intellectual Property Right solely for Cookware and Bakeware Products or
for additional categories as well. Applications and registrations of
Licensed Intellectual Property Rights solely for Cookware and Bakeware
Products shall be Schedule II Rights for purposes of this License
Agreement. Applications and registrations of Licensed Intellectual
Property Rights not solely for Cookware and Bakeware Products shall be
Schedule III Rights for purposes of this License Agreement.
5.3 Licensee shall also provide Licensor with specimens of use
of the Licensed Intellectual Property Rights necessary for filing
trademark applications, statements of use, renewals of registration and
other such registration documents in timely fashion upon request.
5.4 Licensee agrees that it shall affix to every item and
package of the Cookware and Bakeware Products a notice to indicate the
rights of Licensor in the Licensed Intellectual Property Rights,
including registration status of the Licensed Marks, and that the
Cookware and Bakeware Products are manufactured and sold pursuant to a
license from Farberware Inc.
ARTICLE VI
PATENT AND COPYRIGHT MARKING
6.1 At all times from the Effective Date and until termination
of the patents, Licensee shall affix to Cookware and Bakeware Products a
statement,
<PAGE>
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identifying each applicable United States Patent,
substantially in the following form: "Licensed under United States
Patent No. _______."
6.2 At all times from the Effective Date and until termination
of the copyrights, Licensee shall affix to all copies of copyrighted
materials including copyrighted designs and related documentation, or
portions thereof, made or used by Licensee hereunder, a copyright notice
in either of the following forms: "Copyright [year], Farberware Inc. All
Rights Reserved." or <copyright> [year], Farberware Inc. All Rights
Reserved." The notice shall be affixed to all copies or portions thereof
in such manner and location as to give reasonable notice of Licensor's
claim of copyright.
ARTICLE VII
REIMBURSEMENT BY LICENSEE
Licensee shall reimburse Licensor for all official fees and
attorney's fees in connection with renewal, maintenance, application for
registration, license recordal, user registration and other fees
pertaining to the Intellectual Property Rights licensed hereunder,
including the Licensed Marks, patents and copyrights, and shall reimburse
Licensor for all license recordal, user, registration and other fees
necessary, in the view of Licensor, for Licensee to exercise the licenses
and rights granted in this License Agreement for the manufacture,
sourcing, and exploitation of Cookware and Bakeware Products.
Notwithstanding the foregoing sentence of this Article VII, if any
renewal, maintenance, application for registration, license recordal,
user registration or other fees and related expenses (collectively
"Maintenance Charges") are incurred in connection with the use of an
Intellectual
<PAGE>
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Property Right by, or the protection of such Intellectual
Property Right for, Licensee and other lawful users of such Intellectual
Property Right (including Licensor), such maintenance charges shall be
apportioned among the users of such Intellectual Property Right
(including Licensee and Licensor) in accordance with their comparative
usage and enjoyment of the benefits thereof.
ARTICLE VIII
INDEMNIFICATION
8.1 Licensee shall exonerate, indemnify and hold harmless
Licensor and the other Indemnified Parties at all times from and after
the Effective Date against all claims, liabilities (including settlements
entered into in good faith with Licensee's consent, not to be
unreasonably withheld) and expenses (including reasonable attorneys'
fees, disbursements and other charges) arising out of Licensee's
activities hereunder, or out of any defect (whether obvious or hidden and
whether or not present in any sample approved by Licensor) in any
Cookware or Bakeware Products, or arising from personal injury, or
property damage, or any infringement of any rights of any other person by
the manufacture, sale, possession or use of any Cookware or Bakeware
Products, or their failure to comply with applicable laws, regulations
and standards. Without limiting the generality of the foregoing,
Licensee agrees to exonerate, indemnify and hold Licensor, Parent and
their respective officers, directors and employees, harmless of, from and
against any liability or expense arising from any claim that the Cookware
and Bakeware Products or the use of the Intellectual Property Rights on
or in connection with the Cookware and
<PAGE>
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Bakeware Products hereunder or any
packaging, advertising or promotional material infringes on any patent,
copyright or trademark right of any third party or otherwise constitutes
unfair competition by reason of any prior rights acquired by such third
party. The Indemnified Parties hereunder shall include Parent and
Licensor and their respective officers, directors, employees and agents.
8.2 No warranty or indemnity is given by Licensor with respect
to any liability or expense arising from any claim that use of any of the
Intellectual Property Rights on or in connection with any of the Cookware
and Bakeware Products hereunder or any packaging, advertising or
promotional material infringes on any trademark right of any third party
or otherwise constitutes unfair competition by reason of any prior rights
acquired by such third party other than rights acquired from Licensor.
It is expressly agreed that it is Licensee's responsibility to carry out
such investigations as it may deem appropriate to establish that all
Cookware and Bakeware Products, packaging, promotional and advertising
material, which are manufactured or created hereunder, including any use
made of the Intellectual Property Rights therewith, do not infringe such
rights of any third party, and Licensor shall not be liable to Licensee
if such infringement occurs.
ARTICLE IX
INSURANCE
9.1 To assure the exoneration and indemnification provided for
in Section 8.1, Licensee shall, at Licensee's expense, obtain product
liability insurance with respect to Licensed Products sold hereunder in
the following amounts:
<PAGE>
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$1,000,000- for injury to one person
$3,000,000- for injury to two or more persons
$1,000,000- for damages to property
$5,000,000- umbrella
The insurance obtained by Licensee shall be in form and with insurers
reasonably acceptable to Licensor, and shall provide coverage for
Licensor as an additional insured. Upon the execution of this License
Agreement, Licensee shall submit to Licensor original or duplicate
policies of insurance or certificates of the insurers showing such
insurance in effect, which policies or certificates shall provide that
the insurer shall provide to Licensor written notice of alteration or
cancellation of the insurance policy at least thirty (30) days prior to
such alteration or cancellation of the insurance policy. Licensor shall
indemnify Licensee from and against any claim that Licensee is not
entitled to use the Licensed Intellectual Property Rights pursuant to
this License Agreement because such use allegedly infringes on the rights
of any third party granted to such third party by Licensor.
9.2 If available, Licensor shall purchase, at Licensor's
expense (subject to the limitation hereinafter stated), an insurance
policy insuring Licensee for a term of six years against all loss,
liability or expense (including reasonable attorneys' fees, disbursements
and other charges), which exceeds a specified deductible amount that is
no greater than the deductible amount applicable under Licensee's own
present product liability insurance policy and which shall have been
incurred by Licensee as a result of product liability claims hereafter
asserted against Licensee in respect of Cookware and Bakeware Products
that were manufactured and sold by Licensor or U.S. Industries, Inc. or
Hanson Industries, Plc. The aggregate
<PAGE>
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amount of the premiums that
Licensor shall be required to pay for such coverage over the six year
period shall not exceed One Hundred Thousand Dollars ($100,000). If such
insurance coverage cannot be obtained at any price, Licensor's obligation
to obtain such coverage shall be void. If such insurance coverage can be
obtained but the cost thereof over the six year period would exceed One
Hundred Thousand Dollars ($100,000), Licensee shall have the option to
contribute the difference between the cost of such coverage and One
Hundred Thousand Dollars or accept lesser coverage or a shorter term or a
combination of any thereof. Licensor shall have no other obligation or
liability to Licensee for product liability claims in respect of Cookware
and Bakeware Products manufactured or sold by the Licensor and/or its
predecessors.
ARTICLE X
LIMITATION OF LICENSOR'S RIGHTS
Except as otherwise provided in Section 2.2, Licensor shall not
use the Cookware and Bakeware Products Rights (as defined in the
Agreement) for itself on Cookware and Bakeware Products during the Term.
Licensor shall not license any other party to use the Cookware and
Bakeware Products Rights on Cookware and Bakeware Products during the
Term.
<PAGE>
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ARTICLE XI
ROYALTY PAYMENTS
On or before April 1 of each year during the Term, Licensee
shall pay to Licensor the sum of One Dollar (U.S. $1.00) in return for
the continuing license granted to Licensee herein.
ARTICLE XII
UNLICENSED USE OF LICENSED MATERIALS
12.1 Licensee agrees that it will not use the Licensed
Intellectual Property Rights in any way other than as herein authorized.
12.2 Licensee agrees to give Licensor prompt written notice of
any unlicensed use by third parties of Licensed Intellectual Property
Rights, and Licensee will not, without Licensor's written consent, bring
or cause to be brought any criminal prosecution, lawsuit or
administrative action for infringement, interference with or violation of
any Licensed Intellectual Property Rights. Licensee agrees to cooperate
with Licensor and, if necessary, to be named by Licensor as a sole
complainant or co-complainant in any action against an infringer of the
Licensed Intellectual Property Rights, and, notwithstanding any right of
Licensee to recover same, legal or otherwise, Licensee agrees to pay to
Licensor, and hereby waives all claims to, all damages or other monetary
relief recovered in such action by reason of a judgment or settlement
(other than for reasonable expenses incurred at Licensor's request,
including reasonable attorney's fees, if Licensor has requested Licensee
to retain separate counsel), whether or not such damages or other
monetary relief, or
<PAGE>
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any part thereof, represent or are intended to
represent injury sustained by Licensee as a licensee hereunder.
ARTICLE XIII
TERMINATION
13.1 BASIC TERM. Unless previously terminated, the term of
this License Agreement ("Term"), and the licenses granted herein, shall
continue from the Effective Date to April 30, 2196 (the "Expiration
Date") and the licenses under each of the Copyrights and Patents shall
continue from the Effective Date to the expiration of the term of such
Copyright or Patent or any renewal or extension thereof.
13.2 TERMINATION. All of the rights and licenses granted by
this License Agreement shall terminate upon a material breach by Licensee
of any of the material terms and conditions of this License Agreement,
which, after due notice of same from Licensor, remains uncured for a
period of 180 days if it is determined in an arbitration proceeding
conducted in accordance with Section 15.3 that such breach cannot be
redressed by the payment of money damages alone and is so egregious as to
warrant forfeiture of the rights and license granted to Licensee
hereunder.
ARTICLE XIV
EFFECT OF TERMINATION
14.1 Upon termination of the licenses granted in this License
Agreement, Licensee agrees, except as otherwise provided in Section 14.2,
immediately to discontinue all use of the Licensed Intellectual Property
Rights, including all use of any terms confusingly similar to the
Licensed Marks, to cooperate
<PAGE>
C-22
with Licensor or its appointed agent to
apply to the appropriate authorities to cancel recording of this License
Agreement and all related agreements from all government records, to
destroy all printed materials bearing any of the Licensed Marks, and that
all rights in the Licensed Intellectual Property Rights and the good will
connected therewith shall remain the property of Licensor.
14.2 Upon termination of this License Agreement, Licensee shall
have the right to sell, for a period of twelve (12) months thereafter,
any Cookware and Bakeware Products on-hand or in the process of
manufacture, provided that Licensee shall be bound by all other
obligations imposed upon it pursuant to this License Agreement.
Thereafter, all unsold inventory of Cookware and Bakeware Products must
either be (i) reworked to change its appearance or (ii) destroyed. In no
case may the inventory be "dumped" or sold below manufactured costs. The
sell-off period provided for under this Section 14.2 shall not apply
unless Licensee maintains the insurance coverage required under
Article IX of this License Agreement throughout such period.
14.3 Effective immediately upon any termination prior to
expiration of the Term specified in Section 14.1 hereof, Licensee shall
grant to Licensor a royalty-free, paid-up, irrevocable, nonexclusive
worldwide license for all rights of Licensee in, to and under patents and
copyrights owned by, licensed to, or otherwise lawfully employed by,
Licensee in the exercise of the rights granted under this License
Agreement to use and exploit the Intellectual Property Rights in
connection with Cookware and Bakeware Products.
<PAGE>
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ARTICLE XV
DISPUTE RESOLUTION
15.1 Controversies between Licensor and Licensee shall be
resolved, to the extent possible, by informal meetings and discussions in
good faith between the parties. Such meetings and discussions shall,
upon commencement, occur daily for three consecutive days and for at
least two hours each day.
15.2 If a dispute between the parties cannot be resolved by
informal meetings and discussions within five days after commencement
thereof, either party to this License Agreement may elect to exercise its
right to require mediation at New York, NY of the dispute. During
mediation, the parties agree to negotiate in good faith as to the matter
submitted to mediation. In such event, the parties shall either:
(A) appoint a single mediator if they can agree on one mediator; or
(B) if the parties cannot agree on a single mediator, each appoint one
mediator, and the two mediators shall appoint a third mediator. No
mediator shall be an employee, officer, Board member, consultant,
supplier or customer, or otherwise affiliated with a party to this
License Agreement and shall be reasonably qualified to act as a mediator
with respect to the negotiation of agreements similar to this License
Agreement. Each party shall share equally in the out-of-pocket costs for
mediation; provided that the mediators shall be empowered to require one
party to pay more than one half of the expenses if the mediators
determine that such party is not negotiating in good faith in the
mediation process. Each party agrees to comply with all decisions,
directions, instructions and procedures made or established in good faith
by the mediator(s). Any mediated resolution between the parties shall be
as consistent as is practical with
<PAGE>
C-24
the existing agreements between the
parties and shall not serve to modify, amend or otherwise change their
respective rights and obligations under such existing agreements.
15.3 If the parties are unable to resolve a controversy
pursuant to Section 15.2 within fifteen (15) days after commencement of
mediation proceedings, the dispute shall be settled by binding
arbitration, and a corresponding judgment may be entered in a court of
competent jurisdiction. Arbitration of any dispute may be initiated by
one party by sending a written demand for arbitration to the other party.
This demand will specify the matter in dispute and request the
appointment of an arbitration panel. The mailing of process to Licensee
at the address set forth in Section 16.3 will be deemed personal service
and accepted by Licensee for any arbitration or proceeding with respect
to this License Agreement. The arbitration panel will consist of one
arbitrator named by Licensor, one arbitrator named by Licensee and a
third arbitrator named by the two arbitrators so chosen. The arbitration
will be conducted in accordance with the Commercial Arbitration Rules of
the American Arbitration Association. The situs of the arbitration will
be in New York, New York.
ARTICLE XVI
MISCELLANEOUS
16.1 AMENDMENT AND MODIFICATION. Subject to applicable law,
this License Agreement may be amended, modified or supplemented only by a
written
<PAGE>
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agreement signed by the parties hereto with respect to any of the
terms contained herein.
16.2 WAIVER OF COMPLIANCE; CONSENTS. Any failure of the
Licensee, on the one hand, or the Licensor, on the other hand, to comply
with any obligation, covenant, agreement or condition herein may be
waived by the Licensee, or by the Licensor, respectively, only by a
written instrument signed by the party granting such waiver, but such
waiver or failure to insist upon strict compliance with such obligation,
covenant, agreement or condition shall no operate as a waiver of, or
estoppel with respect to, any subsequent or other failure. Whenever this
License Agreement requires or permits consent by or on behalf of any
party hereto, such consent shall be given in writing in a manner
consistent with the requirements for a waiver of compliance as set forth
in this Section 16.2
16.3 NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when
delivered in person, by courier or registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be
specified by like notice):
if to the Licensee, to it at:
Meyer Marketing Co. Ltd.
382 Kwun Tong Road
Kwun Tong, Kowloon, Hong Kong
Attn:Mr. C.K. Wong
Group Financial Controller
<PAGE>
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with copies to:
Meyer Corporation
601 Gateway Boulevard
Suite 1150
South San Francisco, CA 94080
Attn.:Mr. Stanley K. Cheng, Chairman
with a copy to:
Baker & McKenzie
805 Third Avenue
29th Floor
New York, NY 10022
Attn.:Malcolm I. Ross, Esq.
Richard L. Nevins, Esq.
if to the Parent or the Licensor, to the Parent at:
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128-9114
Attn.:Mr. Leonard Florence,
Chairman of the Board,
President and Chief Executive Officer
with copies to:
Faye A. Florence, Esq.
Vice President and General Counsel
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128-9114
and
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Attn.:James L. Purcell, Esq.
16.4 NO ASSIGNMENT. The Licensee may assign its rights herein,
in whole or in part, without the consent of the Licensor, provided that
(i) the assignee
<PAGE>
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shall be a financially sound Person in relation to the
obligations being assumed, (ii) such assignee shall assume all
obligations of the Licensee hereunder and agree to be bound by the terms
and conditions hereof, and (iii) Licensee shall at all times remain
liable (as principal and not as surety) for the payment and discharge of
all obligations undertaken by Licensee in this License Agreement.
16.5 BINDING ON SUCCESSORS. This License Agreement will inure
to the benefit of and be binding upon Licensor, its successors and
assigns; and upon Licensee, and its successors and assigns permitted
pursuant to Section 16.4.
16.6 GOVERNING LAW. This License Agreement shall be governed
by the laws of the State of New York.
16.7 COUNTERPARTS. This License Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
16.8 ENTIRE AGREEMENT. This License Agreement, including the
documents or instruments referred to herein, embodies the entire
agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promised,
representations, warranties, covenants, or undertakings, other than those
expressly set forth or referred to herein. Except as expressly set forth
herein, this License Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
16.9 REMEDIES. Except as expressly provided herein, all
specific remedies provided for in this License Agreement are cumulative
and are not exclusive of one another or of any other remedies available
in law or equity.
<PAGE>
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16.10 SURVIVAL. The provisions of this License Agreement
relating to payment obligations, confidentiality, indemnification, and
remedies, shall survive the expiration or termination of this License
Agreement.
16.11 SEVERABILITY. If any provision of this License Agreement
is declared by a court of competent jurisdiction to be invalid, illegal,
unenforceable, or void then both parties shall be relieved of all
obligations arising under such provision, but only to the extent that
such provision is invalid, illegal, unenforceable, or void. If the
remainder of this License Agreement is capable of substantial
performance, then each provision not so affected shall be enforced to the
extent permitted by law.
16.12 RELATIONSHIP. This License Agreement does not provide for
a joint venture, partnership, agency or employment relationship between
Licensor and Licensee. The Licensee is not the agent or legal
representative of Licensor for any purpose whatsoever. The Licensee is
not granted any right of authority to assume or to create any obligation
or responsibility, express or implied, on behalf of or in the name of the
Licensor or to bind Licensor in any manner or thing whatsoever.
IN WITNESS WHEREOF, the parties hereto have caused this License
Agreement to be executed as of the day and year first above written.
FARBERWARE INC. MEYER MARKETING CO. LTD.
By: By:
------------------------ --------------------
Name: Leonard Florence Name:
Title: Chairman and President Title:
<PAGE>
SCHEDULE I
Definitions, Interpretation and Construction
1.1 Definitions. As used in the License Agreement (as
hereinafter defined) the following terms have the following meanings:
"Agreement" means the Agreement dated May 3, 1996, by and among
Syratech Corporation ("Parent"), Licensor and Licensee pursuant to which the
License Agreement is being executed and delivered.
"Asset Purchase Agreement" means the Asset Purchase Agreement,
dated February 2, 1996, by and between the Company, Licensor, Parent and LHC
pursuant to which Licensor acquired, inter alia, the Intellectual Property
Rights, a portion of which are being licensed to the Licensee pursuant to the
License Agreement.
"Company" means Bruckner Manufacturing Corp., a Delaware
corporation formerly known as Farberware Inc.
"Cookware and Bakeware Products" means non-electric pots, pans,
grills (other than outdoor grills and grills of the types pictured on pages 44
and 45 of LHC's Current Farberware Catalogue), griddles, kettles (but only
those made of stainless steel, regular aluminum or anodized aluminum), woks,
rotisseries (other than electrified or outdoor rotisseries), steamers and
other vessels, containers, receptacles and devices (other than coffee urns) of
all kinds and materials (including glass and ceramic cookware but EXCLUDING
glass and ceramic bakeware or other food preparation items similar to those
marketed, or generally known, as "Pyrex" products and ALSO EXCLUDING
disposable cookware and bakeware products made from aluminum foil and/or
similar materials) for use in the preparation of baked, barbecued, boiled,
fried, grilled, roasted, steamed and other cooked foods at home (as
distinguished from the commercial, indus-trial and/or institutional
preparation thereof). Notwithstanding the foregoing limitations of the
definition of "Cookware and Bakeware Products," such definition shall include
commercial, industrial and institu-tional size pots, pans (including baking
pans) and roasters and shall also include the non-electrified bodies of those
frying pans, griddles and woks heretofore electrified by the Company and
marketed by the Company as electric frying pans, electric griddles and
electric woks; but nothing in this definition shall permit the Licensee to
electrify any of such items or to market any electric frying pans, electric
griddles, electric woks or any other Electric Products under the Farberware
name and trademark.
<PAGE>
I-2
"Electric Products Rights" means rights to use and exploit the
Farberware name and trademark in connec-tion with the sourcing, manufacture
and/or distribu-tion of "Electric Products," i.e., electrical items of all
kinds (whether for home, commercial, industrial and/or institu-tional use and
whether or not now invented or sold under the Farberware name), including, by
way of illus-tra-tion and without limitation, electric coffee makers, espresso
machines, grinders of all kinds, juicers, mixers, blenders, food processors,
deep fryers, corn poppers, toasters, toaster ovens, convection ovens,
microwave ovens, hot plates, waffle and sandwich makers, bread makers, grills,
griddles, frying pans, woks, warmers, can openers and other small electrical
appliances, electric grooming aids, electric cleaning devices and other
electric products of all kinds, excluding, however, electric pepper mills and
major consumer appliances, such as refrigerators, clothes washers, clothes
dryers, dishwashers and electric ranges.
"Existing Farberware Licenses" means Farberware Licenses
heretofore granted by the Company (or any predecessor of the Company) that are
valid and subsist-ing and includes, without limitation, the license agreements
identified on the schedule annexed to the License Agreement as Schedule III.
"Farberware Business" means and includes manufacturing,
importing, sourcing, marketing and distributing Cookware and Bakeware Products
and certain electric products and the ownership and licensing of certain
intellectual Property Rights.
"Farberware Licenses" means licenses to manu-facture (and/or
cause to be manufactured) and/or market products under and using the
"Farberware" name and trademark and includes, without limitation, the Existing
Farberware Licenses.
"Intellectual Property Rights" means all of the rights of the
Licensor (which includes all of the rights owned by the Company and its
subsidiaries immediately prior to the Closing under the Asset Purchase
Agreement) in, and with respect to, the trademarks, trade names, service
marks, copyrights (including applications for, rights to acquire and other
rights with respect to, any of the foregoing), licenses, technology, know-how,
trade secrets, franchises, authorizations (and all documentation relating to
the fore-going) of the Licensor (which includes all of the rights that were
owned by the Company and its subsidiaries immediately prior to the Closing
under the Asset Purchase Agreement) used or hereto-fore proposed to be used by
the Licensor or its predecessors in interest (including the
<PAGE>
I-3
Company and its
subsidiaries) in connection with the Farberware Business, including, with-out
limitation, (i) the name "Farberware" and (ii) the patents, trademarks and
copy-rights included in the Sale Assets to the extent that such patents,
trademarks and copyrights were effectively conveyed to the Licensor on the
Purchase Date.
"Inventory" means all quantities of finished goods inventories
(including wrapped goods) of Cookware and Bakeware Products, but shall not
include raw materials or work in process.
"License Agreement" means the License Agreement, dated as of
, 1996 by and between Farberware Inc. (formerly known as Far-B
Acquisition Corp.) ("Licensor") and Meyer Marketing Co. Ltd. ("Licensee") to
which this Exhibit A is annexed.
"Licensed Intellectual Property Rights" means the Intellectual
Property Rights (including trade names, trademarks, service marks, patents and
copyrights) that are being licensed to the Licensee pursuant to the License
Agreement.
"Licensee" has the meaning ascribed to that term in the
definition of the License Agreement.
"Licensor" has the meaning ascribed to that term in the
definition of the License Agreement.
"LHC" means Lifetime Hoan Corporation, a Delaware corporation.
"LHC's Current Farberware Catalogue" means the catalogue
bearing the front cover inscription "FARBERWARE Cutlery Kitchen Tools Gadgets
Cutting Boards BBQ Accessories," consisting of a front cover, a back cover,
four pages (marked i through iv) listing style numbers and product
descriptions, and fifty pages (numbered 2 through 51) of product pictures, and
having on the back cover thereof the following information inter alia:
Lifetime Hoan Corporation, Westbury, NY 11590 CAT. NO. ZYFW2CAT, which
catalogue is currently being circulated by LHC.
"Lifetime License" means the License Agreement dated December
14, 1989 between the Company and Lifetime Cutlery Corp., as supplemented by
letter, dated November 16, 1990, on Farberware Inc. stationery, addressed to
Mr. Jeff Siegel and signed by Kevin O'Malley, as the same may be amended or
replaced pursuant to the Agreement, dated as of February 2, 1996, by and among
Parent, LHC and Seller.
"Marks" means trademarks and service marks.
<PAGE>
I-4
"Meyer Marketing License" means the License and Distribution
Agreement dated September 29, 1995 between the Company and Meyer Marketing
Company, Ltd., as amended by side letter of even date therewith.
"Parent" has the meaning ascribed to it in the definition of
Agreement
"Person" means any individual, corporation, partnership, firm,
joint venture, association, joint-stock company, trust, unincorporated
organization, governmental body or other entity.
"Purchase Date" means April 2, 1996, i.e., the date on which
the purchase of the Sale Assets from the Company was completed.
"Sale Assets" means all Assets (as defined in the Asset
Purchase Agreement) that were conveyed to Licensor pursuant to Section 1.1 of
the Asset Purchase Agreement.
1.2 Interpretation. In the License Agreement, unless a clear
contrary intention dictates otherwise:
1.2.1 the singular number includes the plural number and vice
versa;
1.2.2 reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted
by the terms of the applicable agreement; and reference to a Person in a
particular capacity excludes such Person in any other capacity or
individually;
1.2.3 reference to either gender includes the other gender;
1.2.4 reference to any agreement (including the License Agreement
and the Schedules attached thereto), document or instrument means such
agreement, docu-ment or instrument as amended or modified and in effect from
time to time in accordance with the terms thereof and, if applicable, the
terms of the License Agreement;
1.2.5 reference to any Law means as amended, modified, codified,
replaced or re-enacted, in whole or in part, and in effect on the date of the
License Agreement, including rules, regulations, enforcement procedures and
any interpre-ta-tions promulgated thereunder;
1.2.6 reference to any Article, Section, subsection, clause,
Exhibit or Schedule means such Article,
<PAGE>
I-5
Section, subsection or clause of the License Agreement or Schedule thereto;
1.2.7 "herein," "hereunder," "hereof," "hereto" and words of
similar import shall be deemed references to the Agreement as a whole and not
to any particular Article, Section, subsection, clause, Exhibit or Schedule
attached thereto;
1.2.8 "including" (and with correlative meaning "include") means
including without limiting the generality of any description preceding such
term; and
1.2.9 the headings contained in the License Agreement (including
the Exhibits and Schedules attached thereto) are for reference purposes only
and shall not affect in any way the meaning or interpretation of the License
Agreement.
1.3 Construction. The parties have participated jointly in the
negotiation and drafting of the License Agreement directly and through their
respective counsel, i.e. Paul, Weiss, Rifkind, Wharton & Garrison, on behalf
of Parent and Seller, and Baker & McKenzie, on behalf of Purchaser. In the
event an ambiguity or question of intent or interpreta-tion arises, the
License Agreement shall be construed as if drafted jointly by the parties, and
no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provision of the License Agreement.
<PAGE>
SCHEDULE 4.13
INTELLECTUAL PROPERTY
EXHIBIT D
PATENTS
PATENTS
<TABLE>
<CAPTION>
TITLE OWNER JURISDICTION SERIAL NO. PATENT NO.
<S> <C> <C> <C> <C>
ELECTRICAL WATER HEATER AND FARBERWARE, INC. USA 796951 4165681
DISPENSER
FOOD PROCESSOR FARBERWARE, INC. USA 790509 4113188
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. USA 900361 4147925
HEATER ASSEMBLY THEREFOR
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. USA 369969 4458140
FOR CONVECTION OVEN
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. USA 403828 4511077
THE SAME
COOKWARE BOTTOM WALL STRUCTURE FARBERWARE, INC. USA 602308 4552284
METHOD OF MAKING COOKWARE FARBERWARE, INC. USA 723245 4613070
FOOD COOKING APPARATUS FARBERWARE, INC. USA 544025 RE31833
ELECTRIC CAN OPENER WITH FARBERWARE, INC. USA 850369 D304286
VERTICAL HEIGHT ADJUSTMENT
COMBINED COOKING AND STORAGE FARBERWARE, INC. USA 847899 D305086
CONTAINER
COMBINED COOKING AND STORAGE FARBERWARE, INC. USA 847896 D305393
CONTAINER
MICROWAVE BROWNING COOKWARE FARBERWARE, INC. USA 848176 4701585
HAND HELD CAN OPENER FARBERWARE, INC. USA 922507 D301432
DRIP COFFEE MAKER FOR USE FARBERWARE, INC. USA 310447 4999466
WITHIN A MICROWAVE OVEN
DRIP COFFEE MAKER FOR USE FARBERWARE, INC. USA 638914 5491322
WITHIN A MICROWAVE OVEN
BREWING APPARATUS FARBERWARE, INC. USA 298584 D325844
COFFEE BREWER FARBERWARE, INC. USA 07/369547 D352418
<PAGE>
D-2
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. USA 07/399736 5434392
ELECTRIC PEELER FARBERWARE, INC. USA 07/886443 D344429
ROTARY COOKING DEVICE FARBERWARE, INC. USA 336998 4450758
ELECTRIC BARBEQUE GRILL FARBERWARE, INC. USA 543179 D326030
SLOW COOKER FARBERWARE, INC. USA 07/837692 -
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ASTL 10545/83 539709
THE SAME
METHOD OF MAKING COOKWARE FARBERWARE, INC. ASTL 56033/86 561385
BREWING APPARATUS FARBERWARE, INC. ASTL 2328/89 108919
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ATRA A2578/83 395521
THE SAME
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLE BELG 194824 897418
HEATER ASSEMBLY THEREFOR CORPORATION
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. BELG 221270 89418
THE SAME
ELECTRICAL WATER HEATER AND FARBERWARE, INC. CANA 297305 1089523
DISPENSER
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. CANA 312050 1071280
HEATER ASSEMBLY THEREFOR
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. CANA 387563 1167135
FOR CONVECTION OVEN
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. CANA 421812 1200705
THE SAME
COOKING MACHINE FARBERWARE, INC. CANA 4-05-84-8 54804
ELECTRIC CAN OPENER WITH FARBERWARE, INC. CANA 3-10-86-4 59782
VERTICAL HEIGHT ADJUSTMENT
HAND HELD CAN OPENER FARBERWARE, INC. CANA 8-04-87-6 60902
BREWING APPARATUS FARBERWARE, INC. CANA 14-07-89-11 65031
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. CANA 2009862-7 --
<PAGE>
D-3
BREWING APPARATUS FARBERWARE, INC. CHIN 89301508.3 4331
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. DENM 546/83 156941
THE SAME
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. EPC 90300670.8 --
OVEN FARBERWARE, INC. FRAN 112708 72659
FOOD PROCESSOR FARBERWARE, INC. FRAN PV40557 40557
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. FRAN 8301484 8301484
THE SAME
HAND HELD CAN OPENER FARBERWARE, INC. FRAN 872100 872100
BREWING APPARATUS FARBERWARE, INC. FRAN 894602 894602
BREWING APPARATUS FARBERWARE, INC. FRAN 894603 894603
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLES GBRI 7838610 2022970
HEATER ASSEMBLY THEREFOR CORPORATION
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES GBRI 8301169 2124474
THE SAME CORPORATION
HAND-HELD CAN OPENER FARBERWARE, INC. GBRI 1041372 1041372
BEVERAGE MAKER FARBERWARE, INC. GBRI 1060864 1060864
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. GERW P3327476.2-45 P332747
THE SAME 6.2
ELECTRIC CAN OPENER WITH KIDDE CONSUMER DURABLES GERW URA1290/86 MR26622
VERTICAL HEIGHT ADJUSTMENT CORPORATION
HAND HELD CAN OPENER KIDDE CONSUMER DURABLES GERW URA556/87 MR2759
CORPORATION
BREWING APPARATUS FARBERWARE, INC. GERW M8904879.2 M8904879
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. GREC 72052 79598
THE SAME
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLES HONG -- 915/85
HEATER ASSEMBLY CORPORATION
CONVECTION OVEN WITH A KIDDE CONSUMER DURABLES HONG -- 869/1985
TEMPERATURE CONTROL APPARATUS CORPORATION
<PAGE>
D-4
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES HONG -- 407/86
THE SAME CORPORATION
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. ISRA 64117 64117
FOR CONVECTION OVEN
BREWING APPARATUS FARBERWARE, INC. ISRA 15181 15181
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. ITAL 22066A/79 1192350
HEATER ASSEMBLY
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ITAL 22281A/83 1170183
THE SAME
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. JAPA 32421/79 1093333
HEATER ASSEMBLY THEREFOR
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES JAPA 134514/83 1507157
THE SAME CORPORATION
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. JAPA 32272/90 --
BREWING APPARATUS FARBERWARE, INC. KORS 9631/1989 107426
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES LUXE 84938 84938
THE SAME CORPORATION
BREWING APPARATUS FARBERWARE, INC. NEWZ 22920 22920
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. PORT 68945 68945
HEATER ASSEMBLY THEREFOR
METHOD OF MAKING COOKWARE FARBERWARE, INC. SPAI 554008 554008
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. SPAI 524584 524584
THE SAME
BREWING APPARATUS FARBERWARE, INC. SPAI 119534 119534
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. SWED PAT7903636 PUB430649
HEATER ASSEMBLY THEREFOR
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. SWED PAT8304191-3 PUBH456895
THE SAME
<PAGE>
D-5
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES SWIT 4191/83-0 661195
THE SAME CORPORATION
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. TAIW 73102768 NI-25368
THE SAME
METHOD OF MAKING COOKWARE FARBERWARE, INC. TAIW 73102768 A01 171457
</TABLE>
TRADEMARKS
<TABLE>
<CAPTION>
MARK OWNER JURISDICTION REGISTRATION NUMBER APPLICATION
<S> <C> <C> <C> <C>
TURBO-OVEN FARBERWARE, INC. USA 992831 --
FARBERWARE FARBERWARE, INC. USA 601591 --
FARBERWARE FARBERWARE, INC. USA 806655 --
FARBERWARE FARBERWARE, INC. USA 804130 --
OPEN HEARTH FARBERWARE, INC. USA 754975 --
FARBERWARE FARBERWARE, INC. USA 1122167 --
CONVECTION TURBO-OVEN FARBERWARE, INC. USA 1157193 --
NUTRIMASTER FARBERWARE, INC. USA 1819494 --
CLASSIC SERVINGS FARBERWARE, INC. USA 1905011 --
DECATHLON FARBERWARE, INC. USA 1924653 --
FARBER FARBERWARE, INC. USA 1897200 --
CLASSICOTE FARBERWARE, INC. USA -- 74/478730
SET BUILDERS FARBERWARE, INC. USA 1900692 --
<PAGE>
D-6
BACKSAVER FARBERWARE, INC. USA 1949554 --
AMERICAN ESSENTIALS FARBERWARE, INC. USA -- 74/525838
NECESSITIES FARBERWARE, INC. USA -- 74/615755
CLASSIC SERIES FARBERWARE, INC. USA -- 74/53281
PASTAPRO FARBERWARE, INC. USA -- 74/535282
CHAR-B-Q (STYLIZED) FARBERWARE, INC. USA 613163 --
ELECTRIC CHAR-B-Q FARBERWARE, INC. USA 982893 --
(STYLIZED & DESIGN
(ELECTRICAL PLUG)
CONTEMPRA FARBERWARE, INC. USA 1673371 --
DESIGN (ROUND ELECTRIC FARBERWARE, INC. USA 1706523 --
GRILL)
DESIGN (RECTANGULAR FARBERWARE, INC. USA 1725370 --
ELECTRIC GRILL)
ADVANTAGE FARBERWARE, INC. USA 1226680 --
FARBERWARE FARBERWARE, INC. USA 1410374 --
FARBERWARE FARBERWARE, INC. USA 1447147 --
FARBERWARE FARBERWARE, INC. USA -- 74/462123
FARBERWARE FARBERWARE, INC. USA 1932199 --
MICROBREW FARBERWARE, INC. USA 1630891 --
MICROBREW FARBERWARE, INC. USA 1119296 --
<PAGE>
D-7
ONLY FARBERWARE CAN FARBERWARE, INC. US 1606452 --
MAKE IT
MILLENNIUM FARBERWARE, INC. USA -- 74/051501
MILLENNIUM FARBERWARE, INC. USA 1819460 --
MILLENNIUM FARBERWARE, INC. USA 1898138 --
NEVER-STICK FARBERWARE, INC. USA 1743201 --
FARBERWARE CHANGES NON- FARBERWARE, INC. USA -- 74/071500
STICK COOKWARE INTO
NEVER-STICK COOK-
ICE TEA EXPRESS FARBERWARE, INC. USA 1773640 --
FARBER PEEL FARBERWARE, INC. USA 1897955 --
FARBERSEAL FARBERWARE, INC. USA 1783231 --
DESIGN (RECTANGULAR FARBERWARE, INC. USA 1734617 --
ELECTRIC GRILL)
CHAR-B-Q (STYLIZED) FARBERWARE, INC. USA 1827615 --
HEALTHY GOURMET (THE) FARBERWARE, INC. USA 1851074 --
HEALTHY GOURMET (THE) FARBERWARE, INC. USA -- 74/433708
BY CONTEMPRA & DESIGN
(CHEF'S HEAD W/C
THERMAL INTELLIGENCE FARBERWARE, INC. USA -- 74/615769
FIRE MARSHALL FARBERWARE, INC. USA -- 74/594837
<PAGE>
D-8
ALL FIRE FARBERWARE, INC. USA -- 74/603251
GOURMETRIX (STYLIZED) FARBERWARE, INC. USA -- 74/665939
THERMALLY INTELLIGENT FARBERWARE, INC. USA -- 74/665938
COOKWARE
MULTI-GRATER FARBERWARE, INC. USA -- 74/666193
CLASSICLEAN FARBERWARE, INC. USA -- 74/686298
NEW DIMENSIONS FARBERWARE, INC. USA -- 75/026506
ALUMINAIRE FARBERWARE, INC. USA -- 75/032838
VANGUARD 1000 FARBERWARE, INC. USA -- 75/032839
CONTEMPORARY COLONIAL FARBERWARE, INC. USA -- 75/032840
COOKWARE
COLONIAL COOKWARE FARBERWARE, INC. USA -- 75/032841
CONVECTION TURBO-OVEN FARBERWARE, INC. ARGENTINA 1109864 --
FARBERWARE FARBERWARE, INC. ARGENTINA 1107485 --
FARBERWARE FARBERWARE, INC. ARGENTINA 1104065 --
FARBERWARE FARBERWARE, INC. AUSTRALIA A214699 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B169253 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B169254 --
OPEN HEARTH FARBERWARE, INC. AUSTRALIA A179077 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B399468 --
<PAGE>
D-9
FARBERWARE FARBERWARE, INC. AUSTRALIA B399467 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B404684 --
MILLENIUM FARBERWARE, INC. AUSTRALIA A553506 --
MILLENIUM FARBERWARE, INC. AUSTRALIA A553057
MILLENIUM FARBERWARE, INC. AUSTRALIA A605485 --
FARBERPEEL FARBERWARE, INC. AUSTRALIA A572702 --
FARBERSEAL FARBERWARE, INC. AUSTRALIA A572703 --
FARBERWARE FARBERWARE, INC. AUSTRIA 105517 --
CONVECTION TURBO-OVEN FARBERWARE, INC. BENELUX 515303 --
FARBERWARE FARBERWARE, INC. BENELUX 395531 --
MICROBREW FARBERWARE, INC. BENELUX 472044 --
MILLENIUM FARBERWARE, INC. BENELUX 497759 --
MILLENIUM FARBERWARE, INC. BENELUX 557765 --
FARBERWARE FARBERWARE, INC. BRAZIL 811438325 --
FARBERWARE FARBERWARE, INC. BRAZIL 811438333 --
STAY CLEAN ACTION & FARBERWARE, INC. CANADA 204245 --
DESIGN
OPEN HEARTH FARBERWARE, INC. CANADA TMA13396 --
FARBERWARE FARBERWARE, INC. CANADA 199/50716 --
<PAGE>
D-10
FARBERWARE MILLENIUM FARBERWARE, INC. CANADA 418801 --
FARBERPEEL FARBERWARE, INC. CANADA 409873 --
FARBERSEAL FARBERWARE, INC. CANADA 409872 --
THERMAL INTELLIGENCE FARBERWARE, INC. CANADA -- 796,549
CLASSICLEAN FARBERWARE, INC. CANADA -- 798,704
CONVECTION TURBO-OVEN FARBERWARE, INC. DENMARK 1579-1983 --
FARBERWARE FARBERWARE, INC. DENMARK 1939-1985 --
FARBERWARE FARBERWARE, INC. FINLAND 92207 --
OPEN HEARTH FARBERWARE, INC. FRANCE 1460223 --
ALL-AROUND GRIDDLE FARBERWARE, INC. FRANCE 1708808 --
CONVECTION TURBO-OVEN FARBERWARE, INC. FRANCE 1193445 --
FARBERWARE FARBERWARE, INC. FRANCE 1249025 --
MICROBREW FARBERWARE, INC. FRANCE 1548249 --
MILLENIUM FARBERWARE, INC. FRANCE 1678333 --
FARBERWARE FARBERWARE, INC. GREAT BRIT 876697 --
FARBERWARE FARBERWARE, INC. GREAT BRIT 876698 --
CONVECTION TURBO-OVEN FARBERWARE, INC. GREAT BRIT B1168353 --
FARBERWARE FARBERWARE, INC. GREAT BRIT B1205914 --
FARBERWARE FARBERWARE, INC. GREAT BRIT B1205915 --
<PAGE>
D-11
FARBERWARE MILLENIUM FARBERWARE, INC. GREAT BRIT B1485061 --
FARBERWARE MILLENIUM FARBERWARE, INC. GREAT BRIT B1485062 --
MILLENIUM FARBERWARE, INC. GERMANY 2029796 --
FARBERWARE FARBERWARE, INC. W GERMANY 674013 --
FARBERWARE CONVECTION FARBERWARE, INC. W GERMANY 1045089 --
TURBO-OVEN
FARBERWARE FARBERWARE, INC. W GERMANY 1065973 --
MICROBREW FARBERWARE, INC. W GERMANY 1164528 --
FARBERWARE FARBERWARE, INC. GREECE 77282 --
FARBERWARE FARBERWARE, INC. GREECE 76060 --
FARBERWARE FARBERWARE, INC. ISRAEL 23462 --
FARBERWARE FARBERWARE, INC. ISRAEL 57748 --
FARBERWARE FARBERWARE, INC. ISRAEL 57840 --
OPEN HEARTH FARBERWARE, INC. ITALY 434663 --
CONVECTION TURBO-OVEN FARBERWARE, INC. ITALY 402068 --
FARBERWARE FARBERWARE, INC. ITALY 417819 --
MILLENIUM FARBERWARE, INC. ITALY 610847 --
FARBERWARE FARBERWARE, INC. JAPAN 2023691 --
ADVANTAGE FARBERWARE, INC. JAPAN -- 06/119132
<PAGE>
D-12
FARBERWARE FARBERWARE, INC. JAPAN 1933794 --
FARBERWARE (KATAKANA) FARBERWARE, INC. JAPAN 2529987 --
MILLENIUM FARBERWARE, INC. JAPAN 2529988 --
MILLENIUM (KATAKANA) FARBERWARE, INC. JAPAN 2529989 --
FARBERPEEL FARBERWARE, INC. JAPAN 2691276 --
FARBERSEAL FARBERWARE, INC. JAPAN 2691277 --
CONVECTION TURBO-OVEN FARBERWARE, INC. S. KOREA 90152 --
FARBERWARE FARBERWARE, INC. MALAWI 203/83 --
FARBERWARE FARBERWARE, INC. MALAWI 204/83 --
FARBERWARE FARBERWARE, INC. MEXICO 442090 --
FARBERWARE FARBERWARE, INC. MEXICO 425715 --
FARBERPEEL FARBERWARE, INC. MEXICO 429889 --
FARBERSEAL FARBERWARE, INC. MEXICO 425167 --
GOURMETRIX FARBERWARE, INC. MEXICO -- N/A
THERMAL INTELLIGENCE FARBERWARE, INC. MEXICO -- 248446
FARBERWARE FARBERWARE, INC. NEW ZEALAN B69536 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN B69535 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149651 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149652 --
<PAGE>
D-13
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149653 --
FARBERWARE FARBERWARE, INC. NORWAY 118836 --
FARBERWARE FARBERWARE, INC. PERU -- 286864
FARBERWARE FARBERWARE, INC. PERU -- 286865
FARBERWARE FARBERWARE, INC. PERU -- 286866
FARBERWARE FARBERWARE, INC. PORTUGAL 224160 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224161 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224162 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224163 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/7484 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/7485 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/8346 --
FARBERWARE FARBERWARE, INC. SPAIN 452855 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SPAIN 995517 --
FARBERWARE FARBERWARE, INC. SPAIN 1054534 --
MILLENIUM FARBERWARE, INC. SPAIN 1647799 --
MILLENIUM FARBERWARE, INC. SPAIN 1647800 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SWEDEN 185270 --
FARBERWARE FARBERWARE, INC. SWEDEN 191705 --
<PAGE>
D-14
MICROBREW FARBERWARE, INC. SWEDEN 225353 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SWITZERLAN 319496 --
FARBERWARE FARBERWARE, INC. SWITZERLAN 328759 --
MICROBREW FARBERWARE, INC. SWITZERLAN 375406 --
CONVECTION TURBO-OVEN FARBERWARE, INC. TAIWAN -- 84037400
FARBERWARE FARBERWARE, INC. TAIWAN 687266 --
MICROBREW FARBERWARE, INC. THAILAND 148181 --
MICROBREW FARBERWARE, INC. THAILAND 148556 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121465-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121938 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121466-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121467-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121939 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121468-F --
D-15
FARBERWARE FARBERWARE, INC. ZIMBABWE B560/83 --
FARBERWARE FARBERWARE, INC. ZIMBABWE B561/83 --
FARBERWARE FARBERWARE, INC. ZIMBABWE B111/84 --
</TABLE>
COPYRIGHTS
<TABLE>
<CAPTION>
Name of Work Owner Registration Number
<S> <C> <C>
ECB-40 grease tray Farberware, Inc. VAu 198-191
ECB-40 reflector Farberware, Inc. VAu 198-194
Small char-b-que/reflector Farberware, Inc. VAu 198-196
ECB-40 Contempra grill Farberware, Inc. VAu 198-185
Contempra (rectangular) stoneware Farberware, Inc. VAu 198-186
Char-b-que grease tray Farberware, Inc. VAu 198-188
Char-b-que reflector Farberware, Inc. VAu 198-187
ECBO040 Frill for ceramic cooker Farberware, Inc. VAu 198-189
Char-b-que grill Farberware, Inc. VAu 198-193
Char-b-que bowl Farberware, Inc. VAu 198-197
Heating element Farberware, Inc. VAu 198-190
25016 Reflector Farberware, Inc. VAu 198-198
25027 Grease tray Farberware, Inc. VAu 198-195
Char-b-que heat element support Farberware, Inc. VAu 198-192
Ceramic char-b-que grill Farberware, Inc. VAu 198-512
</TABLE>
LICENSES
1. License and Distribution Agreement dated September 29, 1995 by and
between Farberware, Inc. and Meyer Marketing Company, Ltd. relating
to the name "Farberware"
<PAGE>
D-16
2. License and Distribution Agreement dated January 7, 1993 between
Farberware, Inc. and Frye International Corporation relating to the
name "Farberware"
3. License Agreement dated September 2, 1989 by and between
Farberware, Inc. and Excel Cutlery, Inc. relating to the name
"Farberware"
4. License Agreement dated December 14, 1989 by and between
Farberware, Inc. and Lifetime Cutlery Corp. relating to the name
"Farberware"
5. Dinnerware License Agreement by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 15, 1995
6. Flatware License Agreement by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 5, 1995
7. Glass Gift/ServeWare License by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 15, 1995
8. Glass Beverageware License Agreement by and between Farberware,
Inc. and Excel Cutlery, Inc. dated July 15, 1995
9. Agreement between Farberware Inc. and Ananta Group Ltd. dated
September 14, 1988 relating to royalty commissions
10. License Agreement by and between Farberware, Inc. and Creative
Designs International Ltd. dated January 1, 1994 relating to the
name "Farberware"
<PAGE>
EXHIBIT E
Existing Farberware Licenses
1. License and Distribution Agreement dated September 29, 1995 by and between
Farberware, Inc. and Meyer Marketing Company, Ltd. relating to the name
"Farberware," as amended by side letter of even date therewith
2. License and Distribution Agreement dated January 7, 1993 between Farberware,
Inc. and Frye International Corporation relating to the name "Farberware"
3. License Agreement dated September 2, 1989 by and between Farberware, Inc.
and Excel Cutlery, Inc. relating to the name "Farberware"
4. License Agreement dated December 14, 1989 by and between Farberware, Inc. and
Lifetime Cutlery Corp. relating to the name "Farberware," as supplemented by
letter dated November 16, 1990
5. Dinnerware License Agreement by and between Farberware, Inc. and Excel
Cutlery, Inc. dated July 15, 1995
6. Flatware License Agreement by and between Farberware, Inc. and Excel Cutlery,
Inc. dated July 15, 1995
7. Glass Gift/ServeWare License Agreement by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 15, 1995
8. Glass Beverageware License Agreement by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 15, 1995
9. License Agreement by and between Farberware, Inc. and Creative Designs
International Ltd. dated January 1, 1994 relating to the name "Farberware"
<PAGE>
EXHIBIT F
ASSIGNMENT OF LICENSE AND DISTRIBUTION AGREEMENT
WHEREAS, on or about September 29, 1995 Farberware Inc., a Delaware
corporation now known as Bruckner Manufacturing Corp. (the "Company") and
Meyer Marketing Company Ltd., a British Virgin Islands corporation
("Assignee") entered into a License and Distribution Agreement with respect to
aluminum non-stick cookware encompassing gauges of from 4 to 10 and colored
exteriors (the "Meyer Marketing License") and a supplemental letter with
respect to twelve gauge aluminum products and polished aluminum products (the
"Side Letter"); and
WHEREAS, on April 2 1996 Far-B Acquisition Corp., a Delaware
corporation now known as Farberware Inc. ("Assignor") acquired all of the
interests of the Company in and to the Meyer Marketing License and the Side
Letter pursuant to an Asset Purchase Agreement dated February 2, 1996; and
WHEREAS, on May 3, 1996, Syratech Corporation, a Delaware
corporation that is the parent of the Assignor, and the Assignor entered into
an agreement (the "May 1996 Agreement") with the Assignee pursuant to which
the Assignor agreed, inter alia, (i) to grant a long-term license (the
"1996 License") to the Assignee which encompasses Cookware and Bakeware
Products generally and therefore includes the right to manufacture market and
distribute the products that are the subject of the Side Letter; and (ii) to
assign to the Assignee the Meyer Marketing License; and
<PAGE>
F-2
WHEREAS, all conditions to the obligations of the Assignor to grant
the 1996 License and effect the assignment to which reference is made in the
next preceding recital have been met;
NOW THEREFORE, in consideration of the transactions described in the
May 1996 Agreement and other good and valuable consideration each to the other
in hand given and the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties hereby agree as follows:
1. The Assignor hereby assigns to the Assignee all of the right
title and interest of the Assignee in and to the Meyer Marketing License,
intending by such assignment irrevocably and forever to transfer to and vest
in the Assignee all right, title and interest of the Assignor and the Company
(as the Assignor's predecessor-in-interest) in and to the Meyer Marketing
License; provided, however, that this assignment shall not be deemed to effect
an assignment of, or cancellation of the obligation to account for and pay,
any unpaid royalties that shall have accrued prior to the effective date of
this assignment.
<PAGE>
F-2
2. The Side Letter is hereby canceled effective immediately and
shall be of no further force or effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed by its duly authorized officer as of this day of
, 1996.
FARBERWARE INC.
(formerly Far-B Acquisition Corp.)
By:
--------------------------
Name:
Title:
MEYER MARKETING COMPANY LTD.
By:
----------------------------
Name:
Title
EXHIBIT G
UNCONDITIONAL GUARANTY
Meyer Marketing Company, Ltd., a British Virgin Islands corporation
("MMC"), is simultaneously entering into an Agreement (the "Agreement") with
Syratech Corporation, a Delaware corporation, and Farberware Inc., a Delaware
corporation ("Farberware"), pursuant to which MMC will acquire certain long
term rights to use the Farberware name and trademark and certain other
intellectual property rights in connection with the manufacture, marketing and
sale of certain specified products. Farberware would not enter into the
Agreement without the unconditional guarantee by Meyer Corporation
("Guarantor") of each and every obligation of MMC thereunder.
Guarantor acknowledges that Guarantor is fully familiar with the
terms of the Agreement and has carefully reviewed (i) the Agreement and (ii)
the other documents to be executed in connection with the closing under the
Agreement (collectively, the "Transaction Documents"). Guarantor acknowledges
that the Agreement and the Transaction Documents contain and express the
entire understanding of the parties with respect to the subject matter
thereof.
NOW, THEREFORE, in consideration of Farberware entering into the
Agreement, and as an inducement for it to do so, Guarantor hereby
unconditionally guarantees the full payment and performance by MMC of each and
every obligation of MMC under and pursuant to the terms of the Agreement and
the Transaction Documents. Further, Guarantor promises to pay to Farberware,
or order, in lawful money of the United States of America, all sums owing and
to become owing under the Agreement and unconditionally guarantees and
promises to pay and perform all obligations of MMC under the Agreement and the
Transaction Documents, all when the same become due or are to be performed in
accordance with the provisions of the Agreement and the Transaction Documents.
This is a guaranty of payment (as distinguished from a guaranty of
collection) of every dollar of such indebtedness and of the performance of
every one of such obligations, whether the indebtedness or obligations are
otherwise guaranteed or secured or not.
The obligations of the Guarantor hereunder are independent of the
obligations of MMC, and a separate action or actions may be brought and
prosecuted against the Guarantor, whether action is brought against MMC or
whether MMC is joined in any action or actions.
Guarantor authorizes Farberware, from time to time. without notice
or demand, and without affecting Guarantor's liability hereunder, (a) to
renew, extend, accelerate, or otherwise modify or amend the Agreement or any
of the Transaction
<PAGE>
G-2
Documents or change the time or terms for compliance with
the provisions thereof; (b) to receive and hold security for the payment and
performance of MMC's obligations and/or this Guaranty, and to exchange,
enforce, waive, and release any such security; (c) to apply such security and
direct the order or manner of sale thereof as Farberware in its discretion may
determine; and (d) to release or substitute MMC or Guarantor. Farberware may,
without notice assign this Guaranty in whole or in part.
Guarantor waives any right to require Farberware to (a) proceed
against MMC or any other person; (b) proceed against or exhaust any
collateral; or (c) pursue any other remedy in Farberware's power whatsoever.
Guarantor waives any defense arising by reason of any disability or other
defense of the Guarantor or of MMC or by reason of the cessation from any
cause whatsoever of the liability of MMC. Until all matured but undischarged
obligations under the Agreement and the Transaction Documents that may now or
hereafter exist have been fully satisfied, Guarantor shall not have any right
of subrogation or contribution and Guarantor waives the right to enforce any
remedy which Guarantor now has or may hereafter have against Farberware or
against MMC and waives any benefit of and any right to participate in any
collateral or any security whatsoever now or hereafter held by Farberware.
Guarantor waives all presentments, demands for performance, notices
of nonperformance, protests, notices of protests, notices of dishonor, and
notices of acceptance of this Guaranty and of the existence, creation, or
incurring of the indebtedness covered by this Guaranty.
Any indebtedness of MMC now or hereafter held by Guarantor is hereby
subordinated to any matured but undischarged obligations of MMC to Farberware
that may now or hereafter exist, and, if Farberware so requests, such
indebtedness of MMC to Guarantor shall be collected, enforced and received by
Guarantor as trustee for Farberware and be paid over to Farberware on account
of any unpaid obligations owing by MMC to Farberware, but without reducing or
affecting in any manner the liability of Guarantor hereunder.
Guarantor agrees to pay reasonable attorneys' and paralegal' fees,
including, without limitation, those incurred in any trial, appeal or review,
and all other costs and expenses which may be incurred by Farberware in the
enforcement of
<PAGE>
G-3
this Guaranty. This Guaranty shall be governed by and construed in accordance
with the laws of the State of New York.
DATED this day of May, 1996.
MEYER CORPORATION
By
_______________________
Print Name:_______________
and Title _______________
EXHIBIT G
UNCONDITIONAL GUARANTY
Meyer Marketing Company, Ltd., a British Virgin Islands corporation
("MMC"), is simultaneously entering into an Agreement (the "Agreement") with
Syratech Corporation, a Delaware corporation, and Farberware Inc., a Delaware
corporation ("Farberware"), pursuant to which MMC will acquire certain long
term rights to use the Farberware name and trademark and certain other
intellectual property rights in connection with the manufacture, marketing and
sale of certain specified products. Farberware would not enter into the
Agreement without the unconditional guarantee by Meyer Corporation
("Guarantor") of each and every obligation of MMC thereunder.
Guarantor acknowledges that Guarantor is fully familiar with the
terms of the Agreement and has carefully reviewed (i) the Agreement and (ii)
the other documents to be executed in connection with the closing under the
Agreement (collectively, the "Transaction Documents"). Guarantor acknowledges
that the Agreement and the Transaction Documents contain and express the
entire understanding of the parties with respect to the subject matter
thereof.
NOW, THEREFORE, in consideration of Farberware entering into the
Agreement, and as an inducement for it to do so, Guarantor hereby
unconditionally guarantees the full payment and performance by MMC of each and
every obligation of MMC under and pursuant to the terms of the Agreement and
the Transaction Documents. Further, Guarantor promises to pay to Farberware,
or order, in lawful money of the United States of America, all sums owing and
to become owing under the Agreement and unconditionally guarantees and
promises to pay and perform all obligations of MMC under the Agreement and the
Transaction Documents, all when the same become due or are to be performed in
accordance with the provisions of the Agreement and the Transaction Documents.
This is a guaranty of payment (as distinguished from a guaranty of
collection) of every dollar of such indebtedness and of the performance of
every one of such obligations, whether the indebtedness or obligations are
otherwise guaranteed or secured or not.
The obligations of the Guarantor hereunder are independent of the
obligations of MMC, and a separate action or actions may be brought and
prosecuted against the Guarantor, whether action is brought against MMC or
whether MMC is joined in any action or actions.
Guarantor authorizes Farberware, from time to time. without notice
or demand, and without affecting Guarantor's liability hereunder, (a) to
renew, extend, accelerate, or otherwise modify or amend the Agreement or any
of the Transaction
<PAGE>
G-2
Documents or change the time or terms for compliance with
the provisions thereof; (b) to receive and hold security for the payment and
performance of MMC's obligations and/or this Guaranty, and to exchange,
enforce, waive, and release any such security; (c) to apply such security and
direct the order or manner of sale thereof as Farberware in its discretion may
determine; and (d) to release or substitute MMC or Guarantor. Farberware may,
without notice assign this Guaranty in whole or in part.
Guarantor waives any right to require Farberware to (a) proceed
against MMC or any other person; (b) proceed against or exhaust any
collateral; or (c) pursue any other remedy in Farberware's power whatsoever.
Guarantor waives any defense arising by reason of any disability or other
defense of the Guarantor or of MMC or by reason of the cessation from any
cause whatsoever of the liability of MMC. Until all matured but undischarged
obligations under the Agreement and the Transaction Documents that may now or
hereafter exist have been fully satisfied, Guarantor shall not have any right
of subrogation or contribution and Guarantor waives the right to enforce any
remedy which Guarantor now has or may hereafter have against Farberware or
against MMC and waives any benefit of and any right to participate in any
collateral or any security whatsoever now or hereafter held by Farberware.
Guarantor waives all presentments, demands for performance, notices
of nonperformance, protests, notices of protests, notices of dishonor, and
notices of acceptance of this Guaranty and of the existence, creation, or
incurring of the indebtedness covered by this Guaranty.
Any indebtedness of MMC now or hereafter held by Guarantor is hereby
subordinated to any matured but undischarged obligations of MMC to Farberware
that may now or hereafter exist, and, if Farberware so requests, such
indebtedness of MMC to Guarantor shall be collected, enforced and received by
Guarantor as trustee for Farberware and be paid over to Farberware on account
of any unpaid obligations owing by MMC to Farberware, but without reducing or
affecting in any manner the liability of Guarantor hereunder.
Guarantor agrees to pay reasonable attorneys' and paralegal' fees,
including, without limitation, those incurred in any trial, appeal or review,
and all other costs and expenses which may be incurred by Farberware in the
enforcement of
<PAGE>
G-3
this Guaranty. This Guaranty shall be governed by and construed in accordance
with the laws of the State of New York.
DATED this 3 day of May, 1996.
MEYER CORPORATION
By /s/ Norman J. Schoenfeld
_______________________
Print Name: Norman J. Schoenfeld
and Title Executive Vice
President
