EXHIBIT 4(a)(ix)
AMENDMENT NO. 1 TO PLEDGE AGREEMENT
This Amendment No. 1, dated as of April 23, 2002, 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 Borrower of 5,240 shares of common stock of Oneida Canada, Limited, a
subsidiary of Borrower, representing 65% of the total number of shares of
capital stock of such subsidiary issued and outstanding.
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":
Class or % Certificate
Issuer Pledgor No. of Shares Category Owned Number
------ ------- ------------- -------- ----- ------
Oneida Canada, Ltd. Oneida Ltd. 5,240 Common 65% C-10
From and after the date hereof, the shares of capital stock of Oneida Canada,
Limited referenced above shall constitute Pledged Equity Interests, Pledged
Securities and Collateral whenever such terms are used in the Pledge Agreement.
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 representing 5,240 of the issued and outstanding shares of
common stock of Oneida Canada, Limited, together with one or more stock powers
duly executed by Borrower in blank.
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 Borrower hereby ratifies and
confirms 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
___________________
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
BUFFALO CHINA, INC.
By: /s/ XXXXX X. XXXXX
___________________
Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
THC SYSTEMS, INC.
By: /s/ XXXXX X. XXXXX
___________________
Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
ENCORE PROMOTIONS, INC.
By: /s/ XXXXX X. XXXXX
___________________
Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
DELCO INTERNATIONAL, LTD.
By: /s/ XXXXX X. XXXXX
___________________
Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
SAKURA, INC.
By: /s/ XXXXX X. XXXXX
___________________
Name: Xxxxx X. Xxxxx
Title: Vice President - Finance
JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank), as Collateral Agent
By: /s/ XXXXXX X. XXXX, XX
_______________________
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President
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