EXHIBIT 4(a)
WAIVER AND AMENDMENT NO. 4
This Waiver and Amendment No. 4 ("Amendment"), dated as of September 14,
1998, 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 of 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, Amendment No. 2 dated as of
November 1, 1996, and Amendment No. 3 dated as of January 24, 1997 (as
amended, hereafter referred to as the "Credit Agreement").
B. Borrower has advised the Agent and Banks that its ratio of Total Funded
Debt to Consolidated Adjusted Tangible Net Worth for the fiscal quarter ending
August 1, 1998 was 1.51 to 1.0, in violation of Section 6.17(a) of the Credit
Agreement.
C. Borrower has requested that the Agent and Banks waive the Event of
Default arising out of Borrower's failure to comply with Section 6.17(a) at
August 1, 1998, and to amend Section 6.17(a) of the Credit Agreement.
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. Waiver. The Banks hereby waive the Event of Default created as a
result of Borrowers' failure to comply with Section 6.17(a) of the Credit
Agreement at August 1, 1998. This waiver is limited to the failure to comply
with Section 6.17(a) at August 1, 1998 and shall not be construed as a waiver
of any other presently existing or future Events of Default.
3. 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:
1.60 to 1.0 at the end of the fiscal quarter ending
October 31, 1998; and
1.35 to 1.0 at the end of the fiscal quarter ending
January 30, 1999 and at the end of each subsequent fiscal quarter.
4. Representations and Warranties. The Borrower represents and warrants
to the Agent and 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
except for the Event of Default referenced in Paragraph 2 above.
(c) This Amendment has been duly and validly executed and delivered by
the Borrower and constitutes its legal, valid and binding obligation,
enforceable against the Borrower in accordance with its terms.
5. Effectiveness. This Amendment shall become effective as of the date
set forth above upon the Agent's receipt of a counterpart of this Amendment
duly executed and delivered by the Borrower, the Agent, and each of the Banks.
6. Confirmation of Credit Agreement. Except as amended by this Amendment,
all 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 the documents executed in connection therewith.
From and after the date hereof, all references in the Credit Agreement to "this
Agreement", "hereof", "herein", or similar terms, shall refer to the Credit
Agreement as amended by this Amendment.
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. Delivery of an
executed signature page to this Amendment by facsimile transmission shall be as
effective as delivery of a manually signed counterpart.
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. ODO JR. V.P.
Joseph H. Oddo, Jr.
Vice President
NATIONSBANK,N.A.
By:/s/ JAMES T. GILLAND
James T. Gilland
Senior Vice President
MARINE MIDLAND BANK
By: /s/ JOHN R. PENNISI
John R. Pennisi
Vice President
ONEIDA LTD.
By: /s/ EDWARD W. THOMA
Edward W. Thoma
Senior Vice President
WAIVER
This Waiver ("Waiver"), dated as of December 140 1998, is among 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 of have become parties to the Credit
Agreement referred to below ("Banks") in favor of ONEIDA LTD., a New York
corporation ("Borrower").
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, Amendment No. 2 dated as of
November 1, 1996, Amendment No. 3 dated as of January 24, 1997, and a Waiver
and Amendment No. 4 dated as of September 14, 1998 (as amended, hereafter
referred to as the "Credit Agreement").
B. Borrower has advised the Agent and Banks that its ratio of Total Funded
Debt to Consolidated Adjusted Tangible Net Worth for the fiscal quarter ending
October 31, 1998 was 1.68 to 1.0, in violation of Section 6.17(a) of the Credit
Agreement.
C. Borrower has requested that the Agent and Banks waive the Event of
Default arising out of Borrower's failure to comply with Section 6.17(a) at
October 31, 1998.
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. Waiver. The Banks hereby waive the Event of Default created as a
result of Borrowers' failure to comply with Section 6.17(a) of the Credit
Agreement at October 31, 1998. This waiver is limited to the failure to comply
with Section 6.17(a) at October 31, 1998 and shall not be construed as a
waiver of any other presently existing or future Events of Default.
3. Effectiveness. This Waiver shall become effective as of the date set
forth above upon the Agent's receipt of a counterpart of this Waiver duly
executed and delivered by the Agent and each of the Banks.
4. Confirmation of Credit Agreement. Except as waived hereby, all the
provisions of the Credit Agreement remain in full force and effect from and
after the date hereof.
5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. Delivery of an
executed signature page to this Amendment by facsimile transmission shall be as
effective as delivery of a manually signed counterpart.
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. ODO JR. V.P.
Joseph H. Oddo, Jr.
Vice President
NATIONSBANK,N.A.
By:/s/ W. L. HESS
W. L. Hess
Managing Director
MARINE MIDLAND BANK
By: /s/ JOHN R. PENNISI
John R. Pennisi
Vice President
AMENDMENT NO. 5
TO
CREDIT AGREEMENT
This Amendment No. 5 ("Amendment"), dated as of February 19, 1999, 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, Amendment No. 2 dated as of
November 1, 1996, Amendment No. 3 dated as of January 24, 1997, and a Waiver
and Amendment No. 4 dated as of September 14, 1998 (as amended, hereafter
referred to as the "Credit Agreement").
B. Borrower has requested that the Agent and Banks amend Section 6.17(a)
of the Credit Agreement.
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. 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:
1.60 to 1.0 at the end of the fiscal quarter ending
January 30, 1999; and
1.75 to 1.0 at the end of the fiscal quarter ending
May 1, 1999; and
1.65 to 1.0 at the end of the fiscal quarter ending
July 31, 1999; and
1.50 to 1.0 at the end of the fiscal quarter ending
October 30, 1999; and
1.35 to 1.0 at the end of the fiscal quarter ending
January 29, 2000 and at the end of each subsequent fiscal quarter
thereafter.
4. Representations and Warranties. The Borrower represents and
warrants to the Agent and 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 and validly executed and delivered by
the Borrower and constitutes its legal, valid and binding obligation,
enforceable against the Borrower in accordance with its terms.
5. Effectiveness. This Amendment shall become effective as of the date
set forth above upon the Agent's receipt of a counterpart of this Amendment
duly executed and delivered by the Borrower, the Agent, and each of the Banks.
6. Confirmation of Credit Agreement. Except as amended by this Amendment,
all 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 the documents executed in connection therewith.
From and after the date hereof, all references in the Credit Agreement to "this
Agreement", "hereof", "herein", or similar terms, shall refer to the Credit
Agreement as amended by this Amendment.
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. Delivery of an
executed signature page to this Amendment by facsimile transmission shall be as
effective as delivery of a manually signed counterpart.
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. ODO JR. V.P.
Joseph H. Oddo, Jr.
Vice President
NATIONSBANK,N.A.
By:/s/ W. LAWRENCE HESS
W. Lawrence Hess
Managing Director
MARINE MIDLAND BANK
By: /s/ JOHN R. PENNISI
John R. Pennisi
Vice President
ONEIDA LTD.
By: /s/ EDWARD W. THOMA
Edward W. Thoma
Senior Vice President