EXHIBIT 4(a)
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
This Amendment No. 1, dated as of September 25, 1996, is among THE CHASE
MANHATTAN BANK (successor to The Chase Manhattan Bank, N.A. and Chemical Bank)
(hereafter referred to as "Chase"), NATIONSBANK, N.A. ("NationsBank"), MARINE
MIDLAND BANK ("Marine"), THE CHASE MANHATTAN BANK (successor to The Chase
Manhattan Bank, N.A.), as agent under the Credit Agreement referred to below
("Agent"), and ONEIDA LTD., a New York corporation (the "Borrower").
RECITALS:
A. The Chase Manhattan Bank, N.A., Chemical Bank, NationsBank, Agent and
Borrower are parties to a Credit Agreement dated as of January 19, 1996 (the
"Credit Agreement") pursuant to which the Banks (as defined therein) agreed to
make loans to Borrower from time to time up to a maximum amount of $45,000,000
outstanding at any one time.
B. The Chase Manhattan Bank, N.A. and Chemical Bank have merged, and Chase
has succeeded to the entire interests of The Chase Manhattan Bank, N.A. and
Chemical Bank (including their respective Commitments) under the Credit
Agreement.
C. Pursuant to an Assignment and Assumption dated the date hereof (the
"Assignment"), Chase has assigned to Marine, and Marine has assumed, a portion
of Chase's Commitment under the Credit Agreement in the amount of $10,000,000.
Under the Assignment, Chase retained all of its rights under the Credit
Agreement with respect to all of Chase's Loans outstanding as of the date
hereof.
D. The parties desire to amend the Credit Agreement to increase the
Commitment of NationsBank, decrease the Commitment of Chase, and amend certain
other provisions of the Credit Agreement to reflect Marine's assumption of
$10,000,000 of Chase's Commitment
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. All capitalized terms used in this Amendment shall have the
meanings given to those terms in the Credit Agreement.
2. Modification of Commitments.
(a) The aggregate Commitments of the Banks under the Credit
Agreement will remain at $45,000,000, but the amount of the respective
Commitments of the Banks is hereby amended as follows:
Name of Bank Amount of Commitment
Chase $20,000,000
NationsBank $ 15,000,000
Marine $ 10,000,000
(b) The modification to the Commitments of the Banks set forth above shall
not affect a Bank's right to receive any amount due under the Credit Agreement
with respect to Loans outstanding as of the date of this Amendment which are
described on the attached Schedule A (the "Outstanding Loans"). All payments
of principal, interest, and late charges with respect to Outstanding Loans and
all fees accrued through the date of this Amendment shall be apportioned by the
Agent among Chase and NationsBank ratably in accordance with the Commitments of
such Banks in effect at the dates the Outstanding Loans were made.
(c) All Base Rate Loans and all Eurodollar Loans made subsequent to the
date of this Amendment, and all fees accruing under Section 2.7 of the Credit
Agreement after the date hereof, will be apportioned among the Banks in
accordance with the Commitments as modified by subparagraph (a) above. It is
understood and agreed that the commitment fee accruing after the date hereof
under Section 2.7(a) of the Credit Agreement will be based upon the total unused
portion of the aggregate Commitments (including the Outstanding Loans) and
apportioned among the Banks in accordance with the revised Commitment amounts
set forth in subsection (a) above even though, until the Outstanding Loans have
been repaid, the total principal balance of the Loans (including the Outstanding
Loans) will not be allocated among the Banks in proportion to the revised
Commitments.
3. Addresses.
(a) With the merger of The Chase Manhattan Bank, N.A. and Chemical Bank,
the addresses for the Applicable Lending Office of Chase, and the Agency Office
of Chase and the address for notices to be sent to Chase (individually and in
its capacity as Agent) shall be the same addresses previously applicable to The
Chase Manhattan Bank, N.A. as set forth in the Credit Agreement unless
otherwise instructed by Chase in writing
(b) The addresses of the Applicable Lending Offices for Marine and the
addresses to which notices to Marine are to be sent, are as follows:
Lending Office for all Loans:
360 S. Warren Street
Syracuse, New York 13202
Address for notices:
360 S. Warren Street
Syracuse, New York 13202
Attn.: Commercial Lending
4. Promissory Notes.
(a) Concurrently with the execution of this Amendment, Borrower shall
deliver the following Notes (hereafter referred to as the "New Notes") to the
respective Bank:
(i) Promissory Note in the principal amount of $10,000,000 payable to
Marine in substantially the form of Exhibit A to the Credit Agreement to
evidence all Base Rate Loans and Eurodollar Loans hereafter made by Marine;
(ii) Promissory Note in the principal amount of $45,000,000 payable to
Marine in substantially the form of Exhibit B to the Credit Agreement to
evidence all Competitive Bid Loans hereafter made by Marine.
(iii) Promissory Note in the principal amount of $20,000,000 payable to
Chase in substantially the form of Exhibit A to the Credit Agreement to evidence
all Base Rate Loans and Eurodollar Loans hereafter made by Chase;
(iv) Promissory Note in the principal amount of $45,000,000 payable to
Chase in substantially the form of Exhibit B to the Credit Agreement to evidence
all Competitive Bid Loans hereafter made by Chase;
(v) Promissory Note in the principal amount of $15,000,000 payable to
NationsBank in the substantially the form of Exhibit A to the Credit Agreement
to evidence all Base Rate Loans and Eurodollar Loans hereafter made by
NationsBank;
(vi) Promissory note in the principal amount of $45,000,000 payable to
NationsBank in substantially the form of Exhibit B to the Credit Agreement to
evidence all Competitive Bid Loans hereafter made by NationsBank;
(b) The New Notes shall evidence all Loans made under the Credit
Agreement after the date hereof. All Outstanding Loans shall continue to be
evidenced by the Notes dated January 19, 1996 delivered to the Banks on the
Closing Date (the "Existing Notes"). When all amounts payable in respect of the
Outstanding Loans have been paid in full, the Existing Notes will be canceled
and surrendered to Borrower.
5. Ancillary Documents. Concurrently with the execution of this Amendment,
Borrower shall execute and deliver, or shall cause each of the Guarantors to
execute and deliver a written instrument executed by Guarantors and Borrower
confirming and acknowledging that (a) Marine Midland Bank shall be entitled to
the benefits of and to rely upon the Guarantee Agreements previously executed
by the Guarantors, and (b) such Guarantee Agreements and the Subordination
Agreement executed by Borrower in favor of all the Banks remain in full force
and effect after the amendments being made hereby.
6. 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 duly authorized and validly executed by
Borrower.
7. Confirmation of Credit Agreement. Except as amended by this Amendment, all
of the provisions of the Credit Agreement 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 amendment by this Amendment.
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.
ONEIDA LTD.
By: /s/ Edward W. Thoma
Edward W. Thoma
Senior Vice President
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
Senior Vice President
MARINE MIDLAND BANK
By: /s/ John R. Pennisi
Vice President
SCHEDULE A
Schedule of Outstanding Loans
Chase NationsBank Total
Loans Maturing 9/30/96 $10,833,333.33 $4,166,666.67 $15,000,000
Loans Maturing 10/29/96 $ 7,222,222.22 $2,777,777.78 $10,000,000
Loans Maturing 11/29/96 $10,833,333.33 $4,166,666.67 $15,000,000