Common use of Second Lien Facility Clause in Contracts

Second Lien Facility. (a) The Company and Plainfield BDC LLC, an Affiliate of Oneida (“Plainfield”), have entered into a letter agreement, accepted and agreed to on January 23, 2006 (together with the Summary of Terms and Conditions attached as Schedule A thereto, the “Debt Commitment Letter”), whereby Plainfield agreed, subject to the terms and conditions in the Debt Commitment Letter, that Plainfield or one or more of its affiliates or designees would provide debt financing in an aggregate amount of $15,000,000 (the “Second Lien Facility”) to the Company. The Second Lien Facility will be on the terms set forth in the Debt Commitment Letter and will be secured by a second lien position on all of the Company’s and the Company’s subsidiaries’ assets and properties and a pledge of 100% of the equity interests of the Company’s subsidiaries (the “Collateral”); subject only to a first lien position in favor of the First Lien Lenders up to the Cap. The Collateral shall consist of the same assets and properties of the Company and its subsidiaries that secure the First Lien Facility. (b) Notwithstanding the provisions set forth in Section 5.1(a), the parties acknowledge and agree that the Debt Commitment Letter did not contemplate the RCG/VSM Loans. Upon incurrence of the RCG/VSM Loans the Second Lien Facility shall bear interest at a rate of 13% per annum and shall contain customary representations, warranties, defaults, covenants, definitions and other terms acceptable to Oneida that in no event shall be less favorable to Plainfield than the terms set forth in the Debt Commitment Letter. In the event that the Company at any time enters into a credit facility with a group of lenders arranged by CIBC World Markets or any other group of lenders (collectively, the “CIBC Group”) for the purpose of refinancing (in whole or in part) the RCG/VSM Loans, then the interest rate on the Second Lien Facility shall immediately adjust to a floating rate equal to the greater of (i) 12% per annum and (ii) 250 basis points greater than the highest non-default rate that may be charged under such First Lien Facility as reset from to time in accordance with its terms, (b) mature no later than May 1, 2012 and (c) otherwise contain the terms set forth in the Debt Commitment Letter.