EXHIBIT 4(a)(xiii)
WAIVER
This Waiver ("Waiver"), dated as of December 8, 1999, 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 or have become parties to the Credit Agreement referred to
below ("Banks"), in favor of ONEIDA LTD., a New York corporation
(the "Borrower"),
R E C I T A L S
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. 1dated as of September
25, 1996, Amendment No. 2 dated as of November 1, 1996, Amendment
No. 3 dated as of January 24, 1997, Waiver and Amendment No. 4
dated as of September 14, 1998, Amendment No. 5 dated as of
February 19, 1999, and Amendment No. 6 dated as of June 30, 1999
(as amended, hereafter referred to as the "Credit Agreement").
B. Borrower has advised the Agent and Banks that for the
fiscal quarter ending October 30, 1999 it is not in compliance
with the financial covenant contained in 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 30, 1999.
NOW, THEREFORE, the parties agree 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. Representation. Borrower represents and warrants to
the Agent and the Banks that for the fiscal quarter ending
October 30, 1999 its ratio of Total Funded Debt to Consolidated
Adjusted Tangible Net Worth was 1.89 to 1.0. Borrower
acknowledges that it is in violation of Section 6.17(a) of the
Credit Agreement at October 30, 1999.
3. 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 30, 1999 as described
in Section 2 above. This waiver is limited to the failure to
comply with Section 6.17(a) at October 30, 1999 as described in
Section 2 and shall not be construed as a waiver of any other
presently existing or future Events of Default.
4. 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.
5. 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.
6. 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.
IN WITNESS WHEREOF, the Agent and the Banks have caused this
Waiver to by duly executed as of the day and year first above
written.
THE CHASE MANHATTAN BANK
(as Agent and as Bank)
By: /s/ XXXXXX X. XXXX, XX.
Xxxxxx X. Xxxx, Xx.
Vice President
BANK OF AMERICA, N.A.
(successor to NationsBank, N.A.)
By: /s/ XXXX XXXX
Xxxx Xxxx
Vice President
HSBC BANK, USA
(successor to Marine Midland Bank)
By: /s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Vice President
