EXHIBIT 4(a)
CONSENT AND AMENDMENT NO. 3
TO
CREDIT AGREEMENT
This Consent and Amendment No. 3 ("Amendment"), dated as of January 24,
1997, is among ONEIDA, LTD., a New York corporation (the "Borrower"), THE CHASE
MANHATTAN BANK (successor by merger to The Chase Manhattan Bank, N.A. and
Chemical Bank), as agent under the Credit Agreement referred to below
("Agent"), and the Banks which are or have become parties to the Credit
Agreement referred to below ("Banks").
RECITALS
A. The Borrower, the Agent and the Banks are or have become parties to a
Credit Agreement dated as of January 19, 1996 which has been amended by
Amendment No. 1 dated as of September 25, 1996 and Amendment No. 2 dated as of
November 1, 1996 (as amended, hereafter referred to as the "Credit Agreement").
B. The Borrower's obligations under the Credit Agreement have been
guaranteed by Borrower's subsidiary, Camden Wire Co., Inc. ("Camden Wire"),
pursuant to a Limited Corporate Guarantee Agreement dated January 21, 1994
("Camden Wire Guarantee").
C. Borrower and Camden Wire have entered into a Stock Purchase Agreement
dated as of January 2, 1997 with International ire Group, Inc.
("International Wire") pursuant to which Borrower has agreed to sell to
International Wire all of the outstanding capital stock of Camden Wire.
D. Borrower has requested that the Banks consent to the sale of Camden
Wire and release Camden Wire from its obligations under the Camden Wire
Guarantee.
E. The parties also desire to amend the Credit Agreement and to add
certain additional covenants.
NOW, THEREFORE, the parties agree as follows:
1. Definitions. All capitalized terms used in this Amendment which are
not otherwise defined shall have the meanings given to those terms in the
Credit Agreement.
2. Consent. The Banks hereby consent to the sale of Camden Wire
to International Wire Group, Inc. pursuant to the terms set forth in the
Stock Purchase Agreement dated as of January 2, 1997. Following the sale, Camden
Wire shall cease being a Restricted Subsidiary under the Credit Agreement.
3. Release of Guaranty. The Banks agree to release Camden Wire from
its obligations under the Camden Wire Guarantee and to terminate the Camden
Wire Guarantee, such release and termination to be effective upon consummation
of the sale of Camden Wire to International Wire. Each of the Banks agrees
to execute the Release of Guarantee in the form attached as Exhibit A
4. Amendment of Credit Agreement.
(a) Section 6.17(a) of the Credit Agreement is amended to read as
follows:
The ratio of Total Funded Debt of the Borrower and its Restricted
Subsidiaries to Consolidated Adjusted Tangible Net Worth shall not exceed the
following amounts at the end of any fiscal quarter;
1.75 to 1.0 at the end of the fiscal year ending January 25, 1997;
1.50 to 1.0 at the end of the next three fiscal quarters;
1.35 to 1.0 at the end of the fiscal year ending in January,
1998 and at the end of each subsequent fiscal quarter.
(b) The Credit Agreement is amended to add the following new Sections
6.21 and 6.22:
6.21 Pari Passu Position. The Borrower agrees that it will not,
and will not permit any Restricted Subsidiary to, grant or permit to exist any
Lien in favor of the Noteholders. Borrower further agrees that it will not
permit a Restricted Subsidiary to give any Guaranty in favor of or for the
benefit of the Noteholders unless such Restricted Subsidiary simultaneously
shall guaranty Borrower's obligations hereunder by executing and delivering to
the Banks a Guarantee Agreement substantially in the form of Exhibit F.
6.22 Sharing Agreement. Borrower shall not permit any
Restricted Subsidiary to incur Total Funded Debt or to issue a Guaranty in
favor of any lender without requiring that the lender of such Total
Funded Debt or beneficiary of such Guaranty execute a Sharing Agreement
substantially in the form of the Sharing Agreement dated as of November 26,
1996 among the Banks, the Agent and the Noteholders.
5. Representations and Warranties. The Borrower represents and warrants to
the Banks that:
(a) Each of the representations and warranties made by the Borrower in
the Credit Agreement is true and correct on and as of the date of this
Amendment (except that Schedule E thereto does not reflect additional liens,
permitted under the Credit Agreement, which were created after the date thereof;
(b) No Default or Event of Default has occurred and is continuing;
(c) This Amendment has been validly executed by Borrower and
constitutes the legal, valid and binding obligation of Borrower enforceable in
accordance with its terms.
6. Effectiveness. This Amendment shall become effective upon the
Agent's receipt of (a) a duly executed counterpart of this Amendment signed by
each of the Borrower, each Bank and the Agent, and (b) evidence that the
Noteholders have consented to the sale of Camden Wire and have released Camden
Wire from all obligations under each guaranty executed by Camden Wire in
favor of the Noteholders.
7. Confirmation of Credit Agreement. Except as amended by this Amendment,
all of the provisions of the Credit Agreement (as previously amended) remain
in full force and effect from and after the date hereof, and the Borrower
hereby ratifies and confirms the Credit Agreement and each of its
obligations thereunder. From and after the date hereof, all references in
the Credit Agreement to "this Agreement", "hereof", "herein", or similar terms,
shall mean and refer to the Credit Agreement as amended by this Amendment.
Delivery of an executed signature page to this Amendment by facsimile
transmission shall be as effective as delivery of a manually signed counterpart.
8. Counterparts. This Amendment may be signed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
THE CHASE MANHATTAN BANK
(as Agent and as Bank)
By: /s/ Joseph H. Oddo, Jr.
Joseph H. Oddo, Jr.
Vice President
NATIONSBANK, N.A.
By: /s/ Patricia G. McCormack
Patricia G. McCormack
Title: Senior Vice President
MARINE MIDLAND BANK
By: /s/ John R. Pennisi
John R. Pennisi
Title: Vice President
ONEIDA LTD.
By: /s/ Edward W. Thoma
Edward W. Thoma
Senior Vice President
EXHIBIT A
RELEASE OF GUARANTY
Subject to the consummation of the Sale referenced below, the
undersigned hereby release Camden Wire Co., Inc. ("Camden Wire") from all
obligations under the Limited Corporate Guarantee Agreement dated January 21,
1994 ("Guarantee Agreement"), and agree that the Guarantee Agreement shall be
terminated and that Camden Wire shall have no further obligation or liability
thereunder.
This Release of Guaranty shall be effective upon the closing of the sale
(the "Sale") of Camden Wire to International Wire Group, Inc.
("International Wire"), pursuant to a Stock Purchase Agreement dated as of
January 2, 1997 among Oneida Ltd., International Wire and Camden Wire. The
Guarantee Agreement shall remain in effect until such Sale is consummated. In
the event the Sale of Camden Wire to International Wire is not consummated for
any reason, this Release of Guaranty shall be null and void and the Guarantee
Agreement shall remain in effect in accordance with its terms.
This Release may be signed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Release of Guaranty to be
duly executed as of the 24th day of January, 1997.
THE CHASE MANHATTAN BANK (successor to
The Chase Manhattan Bank, N.A. and Chemical Bank)
By: /s/ Joseph H. Oddo, Jr.
Joseph H. Oddo, Jr.
Vice President
NATIONSBANK, N.A.
By: /s/ Patricia G. McCormack
Patricia G. McCormack
Title: Senior Vice President
MARINE MIDLAND BANK
By: /s/ John R. Pennisi
John R. Pennisi
Title: Vice President