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EXHIBIT 4(a)(xxi)
WAIVER
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Waiver, dated as of March 7, 2003, is among ONEIDA LTD., a New York
corporation (the "Borrower"), JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank), as Administrative Agent under the Amended and Restated Credit
Agreement referred to below (the "Administrative Agent"), and the Lenders which
are parties to the Amended and Restated Credit Agreement referred to below (the
"Lenders").
RECITALS
A. The Borrower, the Administrative Agent and the Lenders are parties to an
Amended and Restated Credit Agreement dated as of April 27, 2001 (such
Agreement, as subsequently amended, is herein referred to as the "Credit
Agreement").
B. Section 6.11(c) of the Credit Agreement requires the Borrower to
maintain its Consolidated Net Worth at $118,000,000 plus 75% of its Consolidated
Net Income for the six-month period ending July 29, 2001 and each six-month
period thereafter.
C. Borrower has advised the Administrative Agent and the Lenders that at
January 25, 2003 its accumulated pension benefit obligations exceeded the fair
market value of the pension plan assets by approximately $4,300,000 after tax,
and that FASB 87 requires that the difference be charged against Borrower's
equity.
D. This non-cash charge against Borrower's equity will cause Borrower's
Consolidated Net Worth at January 25, 2003 to be in violation of Section 6.11(c)
of the Credit Agreement.
E. Borrower has requested that the Administrative Agent and the Lenders
waive this violation of Section 6.11(c).
NOW, THEREFORE, the parties agrees as follows:
1. Definitions. All capitalized terms used in this Waiver which are not
otherwise defined shall have the meanings given to those terms in the Credit
Agreement.
2. Waiver. The Lenders hereby waive Borrower's failure to satisfy Section
6.11(c) of the Credit Agreement at January 25, 2003 resulting from Borrower's
recognition of a non-cash charge required by FASB 87 in an amount not exceed
$4,300,000. This Waiver does not apply to any other Event of Default other than
the violation of Section 6.11(c) described above for the Fiscal Year ended
January 25, 2003, nor does it apply to a violation of Section 6.11(c) for any
subsequent Fiscal Quarter resulting from the application of FASB 87.
3. Effectiveness. The Waiver shall become effective as of the date set
forth above upon the Administrative Agent's receipt of (a) a signed counterpart
of this Waiver duly executed and delivered by the Administrative Agent and the
Required Lenders, (b) a fee of $3,500 for each Lender who executes and delivers
to the Administrative Agent a signed counterpart of this Waiver before 12:00
noon (EST) on March 7, 2003, and (c) a waiver of any corresponding events of
default under the Amended and Restated Note Agreement governing the senior notes
of Borrower due May 31, 2005, duly executed by the noteholders described
therein.
4. Audited Financial Statements. The Administrative Agent and Lenders
acknowledge that (a) Borrower's audited financial statements for the Fiscal Year
ended January 25, 2003 have not yet been issued and (b) until the audited
statements are issued, the covenant level required by Section 6.11(c) cannot be
established for the Fiscal Year ended January 25, 2003 and Borrower cannot
certify its actual Consolidated Net Worth at January 25, 2003.
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5. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that the following
statements are true, correct and complete:
(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 Waiver.
(b) No Default or Event of Default has occurred and is continuing
except for the Event of Default referenced in the Recitals above.
(c) This Waiver 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.
6. Confirmation of Credit Agreement. Except as waived hereby, all of the
provisions of the Credit Agreement remain in full force and effect from and
after the date hereof.
7. Expenses. The Borrower shall pay all expenses incurred by the
Administrative Agent (including reasonable attorneys' fees and disbursements) in
connection with the preparation of this Waiver.
8. Counterparts. This Waiver 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 Waiver by facsimile transmission shall be as effective as delivery of a
manually signed counterpart.
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IN WITNESS WHEREOF, the parties have caused this Waiver to be duly executed
as of the day and year first above written.
ONEIDA LTD.
By: /s/ GREGG R. DENNY
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Name: Gregg R. Denny
Title: Chief Financial Officer
JPMORGAN CHASE BANK (formerly known
as The Chase Manhattan Bank),
individually and as Administrative
Agent
By: /s/ KEVIN D. CLARK
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Name: Kevin D. Clark
Title: Vice President
BANK OF AMERICA, N.A., individually
and as Syndication Agent
By: /s/ MARLENE M. TUMA
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Name: Marlene M. Tuma
Title: Vice President
FLEET NATIONAL BANK, individually
and as Documentation Agent
By: /s/ MICHAEL W. BRUNNER
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Name: Michael W. Brunner
Title: Vice President
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HSBC BANK, USA, individually and as
Senior Managing Agent
By: /s/ WILLIAM D. MCINCROW
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Name: William D. McIncrow
Title: Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY
By: /s/ DANA C. LOUCKS
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Name: Dana C. Loucks
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By: /s/ TODD S. MELLER
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Name: Todd S. Meller
Title: Managing Director
CITIBANK, N.A. (successor to
European American Bank)
By:
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Name:
Title:
BANCA NAZIONALE DEL LAVORO S.p.A.,
New York Branch
By: /s/ FREDERIC W. HALL
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Name: Frederic W. Hall
Title: Vice President
By: /s/ LEONARDO VALENTINI
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Name: Leonardo Valentini
Title: First Vice President
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