EXHIBIT 10(e)
AMENDMENT NO. 2 TO PLEDGE AGREEMENT
This Amendment No. 2, dated as of November 20, 2003, is by and among
ONEIDA LTD., a New York corporation (the "Borrower"), the subsidiaries of the
Borrower which are signatories hereto (each such Subsidiary individually a
"Guarantor" and collectively the Guarantors"; the Guarantors and the Borrower
are referred to collectively herein as the "Grantors") and JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank), a New York banking corporation
("Chase"), as Collateral Agent (in such capacity, the "Collateral Agent") for
the Secured Parties. All capitalized terms used herein not otherwise defined
shall have the respective meanings given to them in the Pledge Agreement
referred to below.
R E C I T A L S
A. The Grantors and the Collateral Agent are parties to a Pledge
Agreement dated as of April 27, 2001 (the "Pledge Agreement") pursuant to which
the Grantors pledged to the Collateral Agent, for the ratable benefit of the
Secured Parties, the Collateral described therein in order to secure the
Obligations.
B. The parties desire to amend the Pledge Agreement to provide for the
pledge by certain of the Grantors of additional shares of common stock of the
entities listed herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the Grantors and the Collateral Agent, on behalf of itself and
each Secured Party (and each of their respective successors or assigns), hereby
agree as follows:
1. Amendment. Schedule I to the Pledge Agreement is hereby amended to
add the following to the Section of Schedule I entitled "Capital Stock or Other
Equity Interests":
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Issuer Pledgor Shares Class or % Owned by Certificate
Issued Category Pledgor Numbers
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Oneida Australia PTY Ltd. Oneida Ltd. 2,000,000 ORD 100% Cert. No. 1: 1 share issued to
Oneida Ltd.
Cert. No. 4: 199,999 shares
issued to Oneida Ltd.
Cert. No. 4: 1,800,000 shares
issued to Oneida Ltd.
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Oneida Mexicana, S.A. Oneida Ltd. 21,429 Series B-1 100% Cert. No. 10: 21,428 shares
de C.V. issued to Oneida Ltd.
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Issuer Pledgor Shares Class or % Owned by Certificate
Issued Category Pledgor Numbers
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Cert. No. 6: 1 share issued
to Xxxxx Xxxxxxxxx
49,977,851 Series B-2 100% Cert. No. 8: 49,977,851 shares
issued to Oneida Ltd.
1,980,400 Series C Cert. No. 2: 1,980,440 shares
issued to Oneida Ltd.
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Oneida, S.A. de C.V. Oneida Ltd. 500 Series B-1 100% Cert. No. X 499 shares
issued to Oneida Ltd.
Cert. No. X: 1 share issued to
Xxxxxxxxx Xxxxxxxxx
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Global Charm Trading Oneida Ltd. 2 HK $1 per 100% Cert. No. 3: 1 share issued to
Limited share Sakura, Inc.
Cert. No. 4: 1 share issued
to Oneida Ltd.
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Ceramica xx Xxxxxx, XX Buffalo China, 500 Series A 100% Cert No. 1: 499 shares issued
de CV Inc. to Oneida Ltd.
Cert No. 7: 1 share issued to
Xxxxxxxxx Xxxxxxxxx
1,547,860 Series C 100% Cert No. 01C: 998,711 shares
issued to Buffalo China, Inc.
Cert. No. 02C: 549,149 shares
issued to Buffalo China, Inc.
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Oneida International, Oneida Ltd. 396 No Par 100% Cert. No. 1: 63 shares issued
Inc. Common to Oneida Ltd.
Cert. No. 7: 9 shares
issued to Oneida Ltd.
Cert. No. 8: 324 shares
issued to Oneida Ltd.
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From and after the date hereof, 65% of the shares of capital stock referenced
above shall constitute Pledged Equity Interests, Pledged Securities and
Collateral whenever such terms are used in the Pledge Agreement (except in the
case of Oneida International, Inc. for which 100% of the shares of capital stock
referenced above shall constitute Pledged Equity
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Interests, Pledged Securities and Collateral whenever such terms are used in the
Pledge Agreement). Notwithstanding anything contained in this Amendment, the
Pledge Agreement or otherwise, Pledged Equity Interests shall be limited to 65%
of the issued and outstanding common stock of each foreign entity.
2. Pledge of Shares. Contemporaneously with the execution of this
Amendment, Borrower shall pledge and deliver to the Collateral Agent one or more
stock certificates (together with one or more stock powers duly executed by
appropriate Grantor in blank) representing at least 65% of the amount of the
issued and outstanding shares of common stock for each of the entities referred
to in Section 1 hereof that will be pledged to the Collateral Agent.
3. Confirmation of Pledge Agreement. Except as amended by this
Amendment, all of the provisions of the Pledge Agreement remain in full force
and effect from and after the date hereof, and the Grantors hereby ratify and
confirm the Pledge Agreement and each of the documents executed in connection
therewith. From and after the date hereof, all references in the Pledge
Agreement to "this Agreement", "hereof", "herein", or similar terms, shall refer
to the Pledge Agreement as amended by this Amendment.
4. 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.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
ONEIDA LTD.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
BUFFALO CHINA, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
THC SYSTEMS, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
ENCORE PROMOTIONS, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
DELCO INTERNATIONAL, LTD.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
SAKURA, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
JPMORGAN CHASE BANK (formerly known
as The Chase Manhattan Bank),
as Collateral Agent
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Managing Director
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