EXHIBIT 4(a)(xi) SECOND AMENDMENT AND WAIVER TO AMENDED AND RESTATED NOTE AGREEMENT DATED AS OF NOVEMBER 15, 1996 Reference is hereby made to that certain Amended and Restated Note Agreement dated as of November 15, 1996 (the "Note Agreement") by and...Oneida LTD • April 27th, 2001 • Jewelry, silverware & plated ware • Illinois
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2004 • Oneida LTD • Jewelry, silverware & plated ware • New York
Dated as of June 2, 2000 Among ONEIDA LTD.Credit Agreement • April 27th, 2001 • Oneida LTD • Jewelry, silverware & plated ware • New York
EXHIBIT 2.3 ESCROW AGREEMENT ESCROW AGREEMENT, dated as of May 30, 2000 (this "Agreement"), among ONEIDA LTD., a New York corporation (the "Purchaser"), DELCO INTERNATIONAL LTD (INC.), a New York corporation (the "Company"), PERRY DELMAN, ROBERT...Escrow Agreement • November 1st, 2000 • Oneida LTD • Jewelry, silverware & plated ware • New York
R E C I T A L SPledge Agreement • December 10th, 2003 • Oneida LTD • Jewelry, silverware & plated ware
August 9, 2000 Catherine H. Suttmeier, Esq. General Counsel Oneida Ltd. 163-181 Kenwood Avenue Oneida, New York 13421 Amendments to the Stock Purchase Agreement Ladies and Gentlemen: Reference is made to the Stock Purchase Agreement, dated as of May...Stock Purchase Agreement • November 1st, 2000 • Oneida LTD • Jewelry, silverware & plated ware
EXHIBIT 10.18 CONSENT AND AMENDMENT NO. 2 CONSENT AND AMENDMENT NO. 2 (this "Amendment"), dated as of February 2, 2005, to the Second Amended and Restated Credit Agreement dated as of August 9, 2004 (as amended and as the same may be further amended,...Credit Agreement • April 28th, 2005 • Oneida LTD • Jewelry, silverware & plated ware • New York
EXHIBIT 4(a)(xii) LOAN AGREEMENT ALLIANCE BANK, N.A.Loan Agreement • April 27th, 2000 • Oneida LTD • Jewelry, silverware & plated ware • New York
andRights Agreement • April 27th, 2000 • Oneida LTD • Jewelry, silverware & plated ware • New York
andShare Purchase Agreement • April 27th, 2001 • Oneida LTD • Jewelry, silverware & plated ware
EXHIBIT 10.26 FIRST AMENDMENT TO THE LETTER AGREEMENT DATED JULY 28, 2004 BETWEEN JAMES E. JOSEPH AND ONEIDA LTD. FIRST AMENDMENT (this "Amendment"), dated as of February ___, 2005, to the Letter Agreement dated as of July 28, 2004 (the "Letter...Letter Agreement • April 28th, 2005 • Oneida LTD • Jewelry, silverware & plated ware
R E C I T A L SSecurity Agreement • June 12th, 2001 • Oneida LTD • Jewelry, silverware & plated ware • New York
LIMITED WAIVER AND AMENDMENT NO. 11 TO 2001 AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 10th, 2004 • Oneida LTD • Jewelry, silverware & plated ware • Illinois
EXHIBIT 2.4 DELCO INTERNATIONAL, LTD. 19 Harbor Park Drive Port Washington, New York 11050Escrow Agreement • October 23rd, 2000 • Oneida LTD • Jewelry, silverware & plated ware
Amendments to the Escrow Agreement Ladies and Gentlemen: Reference is made to the Escrow Agreement, dated as of May 30, 2000 (the "Escrow Agreement"), among Oneida Ltd. ("Oneida"), Delco International, Ltd. (the "Company"), Perry Delman, Robert Delman, Peter Kranes, Michael Sehlmeyer and Dennis Kanfer (each, a "Stockholder"; collectively, the "Stockholders") and The Chase Manhattan Bank N.A. (the "Escrow Agent"). Capitalized terms used in this letter agreement not otherwise defined herein shall have the meaning ascribed to them in the Escrow Agreement. The parties hereto hereby agree to the following: The third recital clause of the Escrow Agreement is hereby amended and restated in its entirety to read as follows: WHEREAS, it is contemplated under the Stock Purchase Agreement that the Purchaser, as a portion of the Purchase Price, will deposit or cause to be deposited into escrow the sum of $3,000,000 in cash on the Closing Date (the "Indemnity Escrow Amount"; the Indemnity Escrow Amo
EXHIBIT 4(a)(v) PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of April 27, 2001 (this "Agreement"), is by and among ONEIDA LTD., a New York corporation (the "Borrower"), the subsidiaries of the Borrower which are signatories hereto (each such...Pledge Agreement • June 12th, 2001 • Oneida LTD • Jewelry, silverware & plated ware • New York
LIMITED WAIVER AND AMENDMENT NO. 11 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 3rd, 2004 • Oneida LTD • Jewelry, silverware & plated ware
ARTICLE V ADDITIONAL AGREEMENTSStock Purchase Agreement • August 24th, 2000 • Oneida LTD • Jewelry, silverware & plated ware • New York
EXHIBIT 4(a)(x) SECOND AMENDMENT AND WAIVER TO AMENDED AND RESTATED NOTE AGREEMENT DATED AS OF JANUARY 1, 1992 Reference is hereby made to that certain Amended and Restated Note Agreement dated as of January 1, 1992 (the "Note Agreement") by and among...Oneida LTD • April 27th, 2001 • Jewelry, silverware & plated ware • Illinois
FIRST WAIVER TO AMENDED AND RESTATED NOTE AGREEMENT DATED JANUARY 1, 1992Oneida LTD • April 27th, 2001 • Jewelry, silverware & plated ware • Illinois
AMENDMENT NO. 4Credit Agreement • June 29th, 2005 • Oneida LTD • Jewelry, silverware & plated ware • New York
EXHIBIT 4(a)(i) AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 12th, 2001 • Oneida LTD • Jewelry, silverware & plated ware • New York
EXECUTION VERSION ----------------- SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 9, 2004Credit Agreement • August 19th, 2004 • Oneida LTD • Jewelry, silverware & plated ware
LIMITED WAIVER AND AMENDMENT NO. 13 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 10th, 2004 • Oneida LTD • Jewelry, silverware & plated ware
R E C I T A L SSecurity Agreement • June 12th, 2001 • Oneida LTD • Jewelry, silverware & plated ware • New York
ONEIDA LTD.Rights Agreement • August 19th, 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.".
EXHIBIT 10(a)(i) EMPLOYMENT AGREEMENT This AGREEMENT, made as of March 12, 1999 by and between ONEIDA LTD., a New York corporation (the "Employer") and ALLAN CONSEUR (the "Executive"). W I T N E S S E T H: WHEREAS, the Employer has entered into an...Employment Agreement • April 27th, 2000 • Oneida LTD • Jewelry, silverware & plated ware • New York
AMENDMENT NO. 4Oneida LTD • September 7th, 2005 • Jewelry, silverware & plated ware • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 1st, 2000 • Oneida LTD • Jewelry, silverware & plated ware • New York
EXHIBIT 4(a)(xxviii) THIRD WAIVER TO AMENDED AND RESTATED NOTE AGREEMENT Reference is hereby made to that certain 2001 Amended and Restated Note Agreement dated as of May 1, 2001 by and among THC SYSTEMS, INC. (the "Company"), ONEIDA LTD. (the...Note Agreement • April 25th, 2003 • Oneida LTD • Jewelry, silverware & plated ware • Illinois
R E C I T A L S: ----------------Oneida LTD • April 27th, 2001 • Jewelry, silverware & plated ware • Illinois
WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 25th, 2003 • Oneida LTD • Jewelry, silverware & plated ware
August 9, 2000 Catherine H. Suttmeier, Esq. General Counsel Oneida Ltd. 163-181 Kenwood Avenue Oneida, New York 13421 Amendments to the Stock Purchase Agreement Ladies and Gentlemen: Reference is made to the Stock Purchase Agreement, dated as of May...Stock Purchase Agreement • October 23rd, 2000 • Oneida LTD • Jewelry, silverware & plated ware
WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 25th, 2003 • Oneida LTD • Jewelry, silverware & plated ware
THE PURCHASERS IDENTIFIED HEREINSecurities Exchange Agreement • August 19th, 2004 • Oneida LTD • Jewelry, silverware & plated ware • New York
LIMITED WAIVER AND AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 3rd, 2004 • Oneida LTD • Jewelry, silverware & plated ware
