EXHIBIT 4
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
American Stock Transfer & Trust Company (the "Rights Agent"), the Company and
the Rights Agent hereby amend the Agreement as of August 9, 2004, as provided
below.
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.".
The undersigned officer of the Company, being an appropriate officer of
the Company and authorized to do so by resolution of the board of directors of
the Company dated as of August 9, 2004, hereby certifies to the Rights Agent
that these amendments are in compliance with the terms of Section 26 of the
Agreement.
ONEIDA LTD.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Corporate Vice President,
Secretary & General Counsel
Acknowledged and Agreed:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President