AMENDMENT OF AMENDED AND RESTATED RIGHTS AGREEMENT AND CERTIFICATION OF COMPLIANCE WITH SECTION 26 Pursuant to Section 26 of the Amended and Restated Rights Agreement ("Agreement") dated December 3, 1999, between Oneida Ltd. (the "Company") and...Rights Agreement • August 11th, 2004 • Oneida LTD • Jewelry, silverware & plated ware
Simultaneously with the execution and delivery of the securities exchange agreement, dated as of August 9, 2004 among the Company and the purchasers set forth on Schedule 1 thereto, and the consummation of the transactions contemplated thereby, Section 7(a) of the Agreement shall be amended by deleting clause (ii) and replacing it with the following: "(ii) simultaneously with the execution and delivery of the securities exchange agreement, dated as of August 9, 2004 among the Company and the purchasers set forth on Schedule 1 thereto, and the consummation of the transactions contemplated thereby.".
