EXHIBIT 4(a)(xxii)
AMENDMENT NO. 4
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 4 ("Amendment"), dated as of April 24, 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 ("Administrative
Agent"), and the Lenders which are parties to the Amended and Restated Credit
Agreement referred to below (the "Lenders").
R E C I T A L S
A. Borrower, the Administrative Agent, and the Lenders are parties to
an Amended and Restated Credit Agreement dated as of April 27, 2001, as amended
by an Amendment No. 1 dated as of May 31, 2001, a Waiver and Amendment No. 2
dated as of December 7, 2001, and an Amendment No. 3 dated as of April 23, 2002
(the "Credit Agreement") (a previous amendment to the Credit Agreement,
denominated Amendment No. 4 and dated as of August 21, 2002, never having become
effective due to Borrower's failure to satisfy the conditions to effectiveness
set forth therein).
B. Borrower has requested that the maturity date of the Credit
Agreement be extended, that the financial covenants in the Credit Agreement be
amended, and that certain of the other provisions in the Credit Agreement be
revised.
C. The Administrative Agent and the Lenders are willing to amend the
Credit Agreement as more particularly set forth in this Amendment.
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, except where such terms are amended herein.
2. Amendment of Credit Agreement.
2.1 The following defined terms are added to Section 1.01 of the
Credit Agreement:
"Amendment No. 4 Effective Date" means the date on which all the
conditions to Amendment No. 4 dated as of April 24, 2003 have been
satisfied.
2.2 The definition of the term "Applicable Margin" in Section 1.01 is
amended by replacing the grid contained therein with the following grid and by
amending the proviso immediately following the grid as follows, such amendments
to be effective from the Amendment No. 4 Effective Date through and including
February 6, 2004:
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-----------------------------------------------------------------------------------------------------------
Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 5 Xxxxx 0 Xxxxx 0 Xxxxx 0
-----------------------------------------------------------------------------------------------------------
Consolidated Leverage Ratio <=2.50 <=2.75 <=3.00 <=3.25 <=3.50 <=4.00 <=4.50 >4.50
-----------------------------------------------------------------------------------------------------------
Eurodollar Margin (bps) 150.0 175.0 200.0 250.0 300.0 320.0 335.0 400.0
-----------------------------------------------------------------------------------------------------------
ABR Margin (bps) 25.0 50.0 75.0 125.0 175.0 200.0 200.0 200.0
-----------------------------------------------------------------------------------------------------------
provided that (i) during the period from the Amendment No. 4
Effective Date through and including the date on which Borrower
delivers the financial statements under Section 5.01(b) for the
Fiscal Quarter ended January 25, 2003, the Applicable Margin
shall be based on Xxxxx 0, and (ii) if the Borrower shall have
failed to deliver the financial statements required by Section
5.01(b) when due (without giving effect to any grace period or
notice requirement) or there shall have occurred an Event of
Default which has not been waived in the manner provided in
Section 9.02 hereof, the Applicable Margin shall immediately be
adjusted to Level 8 until such time delivery of such financial
statements shall have been made or the Event of Default shall
have been cured or waived, as the case may be.
2.3 Effective February 7, 2004, the definition of the term "Applicable
Margin" in Section 1.01 shall be further amended by replacing the grid contained
therein with the following grid and by amending the proviso immediately
following the grid as follows:
-----------------------------------------------------------------------------
Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 5
-----------------------------------------------------------------------------
Consolidated Leverage Ratio <=4.00 <=5.00 <=6.00 <=7.00 >7.00
-----------------------------------------------------------------------------
Eurodollar Margin (bps) 320.0 400.0 425.0 450.0 475.0
-----------------------------------------------------------------------------
ABR Margin (bps) 200.0 200.0 225.0 250.0 275.0
-----------------------------------------------------------------------------
provided that (i) during the period from February 7, 2004 through
and including the date on which Borrower delivers the financial
statements under Section 5.01(b) for the Fiscal Quarter ended
January 31, 2004, the Applicable Margin shall be determined on
the basis of the Consolidated Leverage Ratio for the Fiscal
Quarter ended October 25, 2003, and (ii) if the Borrower shall
have failed to deliver the financial statements required by
Section 5.01(b) when due (without giving effect to any grace
period or notice requirement) or there shall have occurred an
Event of Default which has not been waived in the manner provided
in Section 9.02 hereof, the Applicable Margin shall immediately
be adjusted to Level 5 until such time delivery of such financial
statements shall have been made or the Event of Default shall
have been cured or waived, as the case may be.
2.4 The next to last sentence in the definition of the term
Commitments in Section 1.01 of the Credit Agreement is amended to read as
follows:
The aggregate amount of the Lenders' Revolving Commitments will be
reduced by the amounts set forth on Schedule 2.01 on the dates set
forth therein, with a corresponding reduction in the Lenders'
aggregate Commitments.
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2.5 The definition of the term Consolidated Net Worth in Section 1.01
of the Credit Agreement is amended in its entirety to read as follows:
"Consolidated Net Worth" means, at any date, all amounts which would,
in accordance with GAAP, be included on a consolidated balance sheet
of the Borrower and its Subsidiaries under stockholders' equity at
such date, excluding for any Fiscal Quarter ending after January 25,
2003, foreign currency translation adjustments reflecting net gains or
losses on foreign assets resulting from foreign currency fluctuations
since January 25, 2003.
2.6 The definition of the term Maturity Date in Section 1.01 of the
Credit Agreement is amended to read as follows:
"Maturity Date" means May 31, 2005.
2.7 Section 2.07(b) of the Credit Agreement is amended in its entirety
to read as follows:
(b) The aggregate amount of the Lenders' Revolving Commitments shall
automatically be reduced by the amounts set forth on Schedule 2.01 on
the dates set forth therein, with a corresponding reduction in the
Lenders' aggregate Commitments as set forth on Schedule 2.01. In
addition, the Borrower may at any time terminate, or from time to time
further reduce, the Revolving Commitments; provided that (i) each
reduction of the Revolving Commitments by Borrower shall be in an
amount that is an integral multiple of $5,000,000 and not less than
$5,000,000 and (ii) the Borrower shall not terminate or reduce the
Revolving Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.09, the Revolving
Credit Exposures and Bullet Loan Exposure would exceed the total
Commitments. Each reduction in Revolving Commitments under this
subparagraph (b) shall be apportioned among the Lenders pro rata.
2.8 Section 2.07(d) of the Credit Agreement, as added by Amendment No.
3, is amended to read as follows:
(d) Each reduction of the Revolving Commitments, whether pursuant to
Schedule 2.01 or pursuant to this Section 2.07, shall be accompanied
by a prepayment by Borrower to the Administrative Agent, for the
ratable benefit of the Lenders, of the outstanding Loans in an amount
equal to the excess (if any) of the Loans then outstanding over the
amount of the aggregate Commitments after giving effect to such
reduction. Each such prepayment shall be applied first to those
outstanding Swingline Loans and Revolving Loans which are ABR Loans
pro rata among the Lenders, then to outstanding Swingline Loans and
Revolving Loans which are not ABR Loans in their order of maturity,
and then to the Bullet Loan pro rata among the Lenders. Each such
prepayment shall be accompanied by accrued interest to the date of
payment and amounts payable under Section 2.14, if any.
2.9 Effective February 7, 2004, Section 2.10(a) of the Credit
Agreement shall be amended by replacing the grid contained therein with the
following grid and by amending the proviso immediately following the grid as
follows:
-----------------------------------------------------------------------------
Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 5
-----------------------------------------------------------------------------
Consolidated Leverage Ratio <=4.00 <=5.00 <=6.00 <=7.00 >7.00
-----------------------------------------------------------------------------
Commitment Fee (bps) 50.0 50.0 65.0 80.0 100.0
-----------------------------------------------------------------------------
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provided that (i) during the period from February 7, 2004 through
and including the date on with Borrower delivers the financial
statements under Section 5.01(b) for the Fiscal Quarter ended
January 31, 2004, commitment fees shall be determined on the
basis of the Consolidated Leverage Ratio for the Fiscal Quarter
ended October 25, 2003, and (ii) if the Borrower shall have
failed to deliver the financial statements required by Section
5.01(b) when due (without giving effect to any grace period or
notice requirement) or there shall have occurred an Event of
Default which has not been waived in the manner provided in
Section 9.02 hereof, the rate at which commitment fees shall
accrue shall immediately be adjusted to the rate set forth in
Level 5 until such time delivery of such financial statements
shall have been made or the Event of Default shall have been
cured or waived, as the case may be.
2.10 The following new Section 5.15 is added to the Credit Agreement
immediately following Section 5.14, as added by Amendment No. 3:
SECTION 5.15 Implementation of Lean Manufacturing. Borrower shall
develop and implement lean manufacturing practices at its Oneida
Silversmiths division which are designed to promote manufacturing
efficiencies and reduce costs. Borrower shall use commercially
reasonable efforts to implement its lean manufacturing program in
phases in accordance with the implementation schedule set forth on
Schedule 5.15 annexed hereto and shall complete implementation of each
phase of its lean manufacturing program no later than (a) 60 days
after the scheduled completion date set forth on Schedule 5.15 for
items scheduled to be completed in 2003 and (b) 90 days after the
scheduled completion date set forth on Schedule 5.15 for items
scheduled to be completed in 2004, unless completion of a phase has
been delayed because of actions, orders or directives of a
Governmental Authority. Simultaneously with the delivery of its
quarterly financial statements required to be delivered under Section
5.01(b) hereof, Borrower shall provide the Administrative Agent and
each Lender a written report certified by a Financial Officer of the
Borrower setting forth the steps taken by Borrower during such quarter
in implementing lean manufacturing practices and noting any deviations
from the implementation schedule set forth on Schedule 5.15 in excess
of the 60 or 90 day grace period, as applicable.
2.11 Section 6.02 is amended by deleting the word "and" at the end of
subparagraph (f), adding the word "and" at the end of subparagraph (g), and
inserting the following new subparagraph (h) immediately following subparagraph
(g):
(h) purchase money liens on inventory reflecting consignment
arrangements by which Noritake Co., Inc. consigns to Borrower
inventory having a value of not more than $3,000,000, provided that
such purchase money liens do not attach to proceeds of the consigned
inventory, including accounts receivable arising out of the sale
thereof.
2.12 Section 6.03 of the Credit Agreement is amended in its entirety
to read as follows:
SECTION 6.03 Fundamental Changes. (a) The Borrower will not, and will
not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with
it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions), or engage in a
sale/leaseback transaction with respect to, any substantial part of
its assets, any trade receivables (other than an assignment in
connection with the collection thereof in the ordinary course of
business), or any of the capital stock of any of its Subsidiaries (in
each case, whether now owned or hereafter acquired), or liquidate or
dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default or Event of Default shall have
occurred and be continuing (i) any Subsidiary may merge into the
Borrower in a transaction in which the Borrower is the surviving
corporation, (ii) any Subsidiary may merge into a Material Domestic
Subsidiary in a transaction in which the surviving entity is a
Material Domestic Subsidiary, (iii) any Subsidiary may sell, transfer,
lease or otherwise dispose of its assets to the Borrower or to a
Material Domestic Subsidiary, (iv) any Subsidiary may liquidate or
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dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower
and the assets of such Subsidiary are distributed to Borrower in
liquidation or dissolution, (v) Borrower and Buffalo China, Inc. may
transfer assets to Subsidiaries in accordance with subparagraph (b)
below; and (vi) Borrower and its Subsidiaries may sell, transfer, or
otherwise dispose of (in one transaction or a series of transactions),
or engage in a sale/leaseback transaction with respect to, assets if
the consideration received is in cash or cash equivalents at least
equal to 90% of the fair market value of such assets (as determined
from a written appraisal dated within one year of the sale furnished
by Borrower to the Administrative Agent and the Collateral Agent from
an appraiser reasonably acceptable to them who is a Member of the
Appraisal Institute) and the aggregate consideration received does not
exceed $11,000,000 for all such sales, transfers, or dispositions
after the Amendment No. 3 Effective Date; provided that 100% of the
proceeds received from any sale, transfer or disposition permitted
under clause (vi) above (after deducting the reasonable expenses of
such sale, transfer or disposition and any applicable federal and
state income or capital gains taxes payable on taxable gains realized
from such sale, transfer or disposition) are applied to prepay, on a
pro rata basis, the Loans outstanding under this Agreement and the
indebtedness outstanding under the Note Agreements. The amount of each
such prepayment of Loans under this Agreement (y) shall be applied
first to those outstanding Swingline Loans and Revolving Loans which
are ABR Loans pro rata among the Lenders, then to outstanding
Swingline Loans and Revolving Loans which are not ABR Loans in their
order of maturity, and then to the Bullet Loan pro rata among the
Lenders, and (z) shall permanently reduce the amount of the Commitment
and Revolving Commitment of each Lender by the amount of such
prepayment. The Lenders hereby authorize the Collateral Agent (which
authorization shall constitute the Lenders' consent under Section 3.5
of the Collateral Agency Agreement) to execute and deliver appropriate
releases, discharges and satisfactions releasing its Liens on any
assets sold, transferred or disposed of under clause (vi) above upon
receipt by the Collateral Agent of (A) the appraisal referred to
above, (B) written evidence that the gross consideration received from
the sale is cash or cash equivalents equal to or exceeding 90% of the
appraised value of the assets sold, and (C) confirmation that the
prepayments required by this subparagraph (a) have been sent by wire
transfer to the Administrative Agent and the Noteholders.
(b) Notwithstanding anything in subparagraph (a) to the contrary,
Borrower may transfer property, plant and equipment located in
Sherrill, New York and Xxxxxx, New York to a wholly-owned Subsidiary
and Buffalo China, Inc. may transfer property, plant and equipment
located in Buffalo, New York to a wholly-owned Subsidiary, provided
that, in each instance, (i) each such Subsidiary executes and delivers
to the Administrative Agent a Subsidiary Guarantee and a Subordination
Agreement, (ii) such assets are transferred subject to any existing
Liens thereon in favor of the Collateral Agent, and (iii) each such
Subsidiary executes and delivers to the Collateral Agent any and all
Security Documents requested by the Collateral Agent to confirm the
continued existence of such Liens following such transfer.
(c) The Borrower will not, and will not permit any of its Subsidiaries
to, engage to any material extent in any business other than the
Tableware Business.
2.13 Section 6.04(f) of the Credit Agreement is amended to read as
follows:
(f) the purchase by Borrower of the remaining outstanding Capital
Stock of Oneida International Inc. which it currently does not own for
a purchase price of not more than 1,800,000 Euros; and
2.14 Section 6.11 of the Credit Agreement is amended in its entirety
to read as follows, provided that, as to Fiscal Quarters ended prior to the
Amendment No. 4 Effective Date for which financial statements have been
delivered by Borrower pursuant to Section 5.01 of the Credit Agreement, the
provisions of Section 6.11 in effect as of the end of such Fiscal Quarter shall
continue in effect:
SECTION 6.11 Financial Covenants. Borrower shall not:
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(a) permit the Consolidated Interest Coverage Ratio of the Borrower
and its Subsidiaries to be less than the amount indicated for the
applicable Fiscal Quarter:
Fiscal Quarter End Minimum Ratio
------------------ -------------
1/25/03 2.11 to 1.00
4/26/03 2.16 to 1.00
7/26/03 1.89 to 1.00
10/25/03 2.01 to 1.00
1/31/04 2.16 to 1.00
4/24/04 2.70 to 1.00
7/31/04 2.87 to 1.00
10/30/04 3.02 to 1.00
1/29/05 3.18 to 1.00
4/30/05 3.37 to 1.00
(b) permit the Consolidated Leverage Ratio of the Borrower and its
Subsidiaries to be greater than the amount indicated for the
applicable Fiscal Quarter stated:
Fiscal Quarter Ended Maximum Ratio
-------------------- -------------
1/25/03 5.70 to 1.00
4/26/03 7.40 to 1.00
7/26/03 7.95 to 1.00
10/25/03 7.95 to 1.00
1/31/04 7.39 to 1.00
4/24/04 6.07 to 1.00
7/31/04 5.76 to 1.00
10/30/04 5.43 to 1.00
1/29/05 5.03 to 1.00
4/30/05 4.67 to 1.00
(c) as of the last day of any Fiscal Quarter, permit Consolidated Net
Worth of the Borrower and its consolidated Subsidiaries to be less
than the sum of (i) $125,200,000, plus (ii) 75% of the Consolidated
Net Income of Borrower and its consolidated Subsidiaries (which for
the purposes of this covenant shall not be reduced by losses) for the
six-month periods ending with each second and fourth Fiscal Quarter
commencing with the Fiscal Quarter ending July 28, 2003; and
(d) as of the last day of any Fiscal Quarter commencing with the
Fiscal Quarter ending October 25, 2003, permit Consolidated Net Income
for such Fiscal Quarter to be less than zero.
2.15 Section 6.17 of the Credit Agreement, as added by Amendment No.
3, is amended to read as follows:
Neither the Borrower nor any Subsidiary shall declare or pay any
dividends on shares of any class of capital stock, whether now or
hereafter outstanding, except (a) Borrower or any Subsidiary may
declare dividends payable solely in common stock of Borrower or such
Subsidiary, (b) any Subsidiary may declare and pay cash dividends to
the Borrower, and (c) so long as no Default or Event of Default shall
have occurred and be continuing, Borrower may declare and pay cash
dividends on its outstanding shares of 6% Cumulative Preferred Stock
in an amount not to exceed $32,265 per Fiscal Quarter. Cash dividends
on 6% Cumulative Preferred Stock which are permitted to be paid under
this Section must be paid within 100 days after the close of the
Fiscal Quarter for which such dividends are declared.
6
2.16 The final page of Schedule 2.01 of the Credit Agreement, as added
by Amendment No. 3, is replaced by a new final page of Schedule 2.01 in the form
attached hereto as Exhibit A.
2.17 A new Schedule 5.15 is added to the Credit Agreement in the form
attached hereto as Exhibit B.
3. Representations and Warranties. The Borrower represents and warrants to
the Administrative Agent and the Lenders that the following statements are true,
correct and complete:
3.1 Representations and Warranties. 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.
3.2 No Default or Event of Default. No Default or Event of Default has
occurred and is continuing.
3.3 Execution, Delivery and Enforceability. 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.
4. Conditions to Effectiveness of Amendment. This Amendment shall be
effective only when and if each of the following conditions is satisfied:
4.1 Secretary's Certificate. The Administrative Agent shall have
received a certificate executed by the Secretary or Assistant Secretary of
Borrower certifying the due authorization of this Amendment by Borrower, the
incumbency of the officer executing this Amendment, and any other legal matters
relating to this Amendment, all in form and substance satisfactory to the
Administrative Agent and its counsel.
4.2 Consent of Guarantors. Each of the Guarantors shall have executed
and delivered to the Administrative Agent the Consent of Guarantors attached to
this Amendment.
4.3 No Default or Event of Default; Accuracy of Representations and
Warranties. After giving effect to this Amendment, no Default or Event of
Default shall exist and each of the representations and warranties made by the
Borrower or any of its Subsidiaries herein and in or pursuant to the Transaction
Documents shall be true and correct in all material respects as if made on and
as of the date on which this Amendment becomes effective.
4.4 Expense Reimbursements. The Borrower shall have paid or agreed to
pay all invoices presented to Borrower for expense reimbursements (including
reasonable attorneys' fees and disbursements) due to the Administrative Agent
pursuant to Section 9.03 of the Credit Agreement.
4.5 Execution by Lenders. The Administrative Agent shall have received
a counterpart of this Amendment duly executed and delivered by the Borrower, the
Administrative Agent, and each Lender.
4.6 Amendment Fee. The Borrower shall have paid to the Administrative
Agent an amendment fee equal to .60% of the amount of the aggregate Commitments
after giving effect to this Amendment. Such fee (a) shall be received by the
Administrative Agent ratably for the account of, and shall be remitted by the
Administrative Agent solely to, the Lenders and (b) shall be fully earned and
nonrefundable when paid.
4.7 Mortgaged Property. The Collateral Agent shall have received
updated abstracts of title for the Mortgaged Property showing the existence of
no Liens thereon subsequent to the recording of the Mortgages.
4.8 Note Agreement. The Administrative Agent shall have received a
copy of an amendment to the Amended and Restated Note Agreement governing the
senior notes of Borrower due May 31, 2005, duly executed by Borrower and the
noteholders described therein amending the affirmative and negative covenants
contained therein in a manner consistent with this Amendment.
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5. Confirmation of Credit Agreement and Security Documents. 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. Borrower also
ratifies and confirms that the Security Documents remain in full force and
effect in accordance with their terms and are not impaired or affected by this
Amendment.
6. 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.
[Remainder of page intentionally left blank]
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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/ XXXXX X. XXXXX
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
JPMORGAN CHASE BANK (formerly known
as The Chase Manhattan Bank),
individually and as Administrative
Agent
By: /s/ XXXXXXXXX XXXXXX
-------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
BANC OF AMERICA STRATEGIC SOLUTIONS,
INC., (assignee of Bank of America,
N.A.)
By: /s/ XXXXXXX X. XXXX
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
FLEET NATIONAL BANK, individually
and as Documentation Agent
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
HSBC BANK, USA, individually and as
Senior Managing Agent
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY
By: /s/ XXXXXXXXXXX XXXXXXXXXXX
--------------------------------
Name: Xxxxxxxxxxx Xxxxxxxxxxx
Title: Administrative Vice President
THE BANK OF NOVA SCOTIA
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
CITIBANK, N.A. (successor to
European American Bank)
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By: /s/ XXXX XXXXXXX
--------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
BANCA NAZIONALE DEL LAVORO S.p.A.,
New York Branch
By: /s/ XXXXXXXX X. XXXX
--------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By: /s/ XXXXXXXX XXXXXXXXX
--------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: First Vice President
BANK OF AMERICA, N.A., as
Syndication Agent
By: /s/ XXXXXXX X. XXXX
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
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EXHIBIT A
Revised Last Page of Schedule 2.01
See Attached
11
SCHEDULE 2.01 (Con't.)
Scheduled Reductions in Lenders' Aggregate
Revolving Commitments
Amount of Aggregate
Reduction in Revolving Aggregate Commitments
Date Commitments Following Reduction
------------------- ---------------------- ---------------------
Amend. #3 Eff. Date $30,000,000 $245,000,000
11/1/02 $10,000,000 $235,000,000
Amend. #4 Eff. Date $10,000,000 $225,000,000
7/25/03 $ 5,000,000 $220,000,000
11/3/03 $ 5,000,000 $215,000,000
1/30/04 $10,000,000 $205,000,000
2/7/04 $20,000,000 $185,000,000
5/3/04 $10,000,000 $175,000,000
11/1/04 $10,000,000 $165,000,000
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EXHIBIT B
Form of Schedule 5.15
Lean Manufacturing Implementation Schedule
See attached
13
CONSENT OF GUARANTORS
Each of the undersigned is a party to a Subsidiary Guarantee
Agreement, a Subordination Agreement and one or more Security Documents and is a
Guarantor of the obligations of the Borrower under the Credit Agreement referred
to in the foregoing Amendment No. 4 to the Amended and Restated Credit
Agreement. Each of the undersigned Guarantors hereby (a) consents to the
foregoing Amendment, (b) acknowledges that, notwithstanding the execution and
delivery of the foregoing Amendment, the obligations of each of the undersigned
Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement,
the Subordination Agreement and Security Documents continue in full force and
effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary
Guarantee Agreement, the Subordination Agreement and Security Documents.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this Consent of Guarantors as of the 24th day of April, 2003.
BUFFALO CHINA, INC. DELCO INTERNATIONAL LTD.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX X. XXXXX
----------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President, Finance Title: Vice President, Finance
ENCORE PROMOTIONS, INC. SAKURA, INC.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX X. XXXXX
----------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President, Finance Title: Vice President, Finance
THC SYSTEMS INC. KENWOOD SILVER COMPANY, INC.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX X. XXXXX
----------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President, Finance Title: Vice President, Finance
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