EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of the 19th day of August, 2004,
among QDRF Master Ltd, Quadrangle Debt Opportunities Fund Master Ltd, QDRA LLC,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively, the
"Joint Filers").
WHEREAS, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the parties hereto desire to satisfy
any filing obligation under Section 13(d) of the Exchange Act by a single joint
filing;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Joint Filers hereby agree and represent as
follows:
1. The Schedule 13D with respect to the Common Stock, par value $ 1.00
per share, of Oneida Ltd. (to which this Joint Filing Agreement is an exhibit)
is filed on behalf of each of the Joint Filers.
2. Each of the Joint Filers is eligible to use Schedule 13D for the
filing of information therein.
3. Each of the Joint Filers is responsible for the timely filing of
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein, provided that each
such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
4. This Joint Filing Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
instrument.
22
IN WITNESS WHEREOF, each of the undersigned has caused this Joint
Filing Agreement to be duly executed and delivered as of the date first above
written.
QDRF Master LTD
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Principal
QUADRANGLE DEBT OPPORTUNITIES FUND MASTER LTD
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Principal
QDRA LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------
23