EXHIBIT 4(a)(xi)
AMENDMENT NO. 6
TO
CREDIT AGREEMENT
This Amendment No. 6 ("Amendment"), dated as of June 30,
1999, is among ONEIDA LTD., a New York corporation (the
"Borrower"), 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 of have become parties to the Credit Agreement referred to
below ("Banks").
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. 1 dated 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, and Amendment No. 5 dated as of
February 19, 1999 (as amended, hereafter referred to as the
"Credit Agreement").
B. Borrower incurred pre-tax non-cash restructuring
charges of approximately $22,000,000 in the fiscal quarter ending
May 31, 1999. Borrower has requested that the Agent and Banks
amend Section 6.11 and Exhibit G of the Credit Agreement to
eliminate the effects of these restructuring charges, and also
amend Section 6.17(a) of the Credit Agreement.
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.
2. Amendment of Credit Agreement.
(a) Section 6.11 of the Credit Agreement is amended to
read as follows:
For the period of four consecutive fiscal quarters
immediately prior to the execution of this
Agreement and for each period of four consecutive
fiscal quarters while any Note is outstanding, the
Borrower will maintain Consolidated Income
Available for Interest Charges at not less than 200%
of Consolidated Interest Charges, provided that
Consolidated Income Available for Interest Charges
for the quarter ending May 31, 1999 shall be increased
by the amount of $22,000,000.
(b) Section 6.17(a) of the Credit Agreement is amended
to read as follows:
The ratio of Total Funded Debt of the Borrower and
its Restricted Subsidiaries to Consolidated Adjusted
Tangible Net Worth shall not exceed the following
amounts at the end of any fiscal quarter;
1.95 to 1.0 at the end of the fiscal quarter ending
July 31, 1999; and
1.75 to 1.0 at the end of the fiscal quarter ending
October 30, 1999; and
1.45 to 1.0 at the end of the fiscal quarter ending
January 29, 2000 and at the end of each subsequent fiscal
quarter thereafter.
(c) Exhibit G of the Credit Agreement is amended to
add the following sentence at the end thereof:
For purposes of this Exhibit G, Consolidated Cash
Flow for the quarter ending May 31, 1999 shall be
increased by the amount of $22,000,000.
3. Representations and Warranties. The Borrower
represents and warrants to the Agent and the Banks that:
(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 Amendment (except that Schedule E thereto
does not reflect additional liens, permitted under the Credit
Agreement, which were created after the date thereof).
(b) No Default or event of Default has occurred and is
continuing.
(c) 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. Effectiveness. This Amendment shall become effective
as of the date set forth above upon the Agent's receipt of a
counterpart of this Amendment duly executed and delivered by the
Borrower, the Agent, and each of the Banks.
5. Confirmation of Credit Agreement. Except as amended by
this Amendment, all the provisions of the Credit Agreement (as
previously amended) 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.
6. Counterparts. This Amendment may be signed in any
number of courterparts, 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]
IN WITNESS WHEREOF, the parties have caused this Amendment
to be 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
NATIONSBANK,N.A.
By: /s/ W. XXXXXXXX XXXX
W. Xxxxxxxx Xxxx
Managing Director
HSBC BANK, USA
(successor to Marine Midland Bank)
By: /s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Vice President
ONEIDA LTD.
By: /s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Senior Vice President
