EXHIBIT 10.1
CONSENT, WAIVER AND AMENDMENT NO. 3
CONSENT, WAIVER AND AMENDMENT NO. 3 (this "Amendment"), dated
as of April 7, 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, amended
and restated, supplemented or otherwise modified, renewed or replaced from time
to time, the "Credit Agreement"), among Oneida Ltd., as borrower (the
"Borrower"), the financial institutions from time to time party thereto
(collectively, the "Lenders") and JPMorgan Chase Bank ("JPMorgan Chase"), as
administrative agent (the "Administrative Agent") and collateral agent (the
"Collateral Agent") for the Lenders.
INTRODUCTORY STATEMENT
A. All capitalized terms not otherwise defined in this
Amendment are used herein as defined in the Credit Agreement.
B. The Borrower has informed the Lenders that it seeks to (i)
suspend operations at the knife plant located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ (the "Knife Plant"), (ii) modify the Knife Plant's insurance policy in
connection with such suspension of operations, and (iii) sell the Knife Plant,
certain other real property located in Sherrill, New York and the distribution
facility located in Buffalo, New York.
C. The Borrower has requested and the Lenders have agreed to
(i) consent to the modifications of the Borrower's insurance coverage, (ii)
consent to the release of certain funds held in the Sale Proceeds Collateral
Account, (iii) consent to the sale of certain real property and related assets,
(iv) waive certain Defaults and Events of Default arising out of the Borrower's
failure to comply with provisions of the Credit Agreement, and (v) amend certain
provisions of the Credit Agreement, each subject to the terms and conditions
hereof and each as more fully set forth herein.
Accordingly, the parties hereto hereby agree as follows:
SECTION 1. Consent to Modification of Insurance. The Lenders
hereby consent to the modification of the Borrower's insurance policy for the
Knife Plant to (i) increase the Borrower's deductible from $100,000 to $250,000
and (ii) change the loss valuation calculation from replacement cost to actual
cash value (depreciated value).
SECTION 2. Consent to Release of Funds Held in Sale Proceeds
Collateral Account. The Lenders hereby authorize the Administrative Agent to
release to the Borrower the $4,000,000 of proceeds from the sale of Encore
deposited in the Sale Proceeds Collateral Account pursuant to Section 5.21
subject to there occurring a ruling of the Internal Revenue Service on the
Borrower's request for a waiver of the Borrower's minimum funding contributions
in respect of certain specified Plans pursuant to Section 412 of the Code for
the 2004 plan year.
SECTION 3. Consents.
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(A) Sale of Buffalo Distribution Facility. The Lenders hereby
consent to the sale of the real property, including buildings and personal
property appurtenant thereto, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Buffalo Distribution Facility"); provided that the Buffalo
Distribution Facility shall be deemed to be sold pursuant to Section 6.6(a)(iv)
of the Credit Agreement and the proceeds of such sale treated as Net Cash
Proceeds; provided, further that (i) 50% of such Net Cash Proceeds shall be
subject to the mandatory prepayment required pursuant to Section 2.11(b) of the
Credit Agreement and (ii) the remaining 50% of such Net Cash Proceeds shall (1)
be held in an account established with the Administrative Agent in the name of
the Administrative Agent (for the benefit of the Secured Parties) under the sole
and exclusive control of the Administrative Agent (the "Distribution Proceeds
Collateral Account") or (2) in the event that the Administrative Agent shall
have received the satisfactory evidence referred to in clause (B) of the
following sentence, be retained by the Borrower. So long as no Event of Defualt
shall have occurred and be continuing, amounts held in the Distribution Proceeds
Collateral Account shall be released to the Borrower upon the earlier of (A)
consent of the Required Lenders and (B) the Administrative Agent's receipt of
evidence reasonably satisfactory to it of the Borrower's proposed principal
distribution facility located in the western portion of the United States
becoming operational (regardless of whether such facility is owned or leased by
the Borrower or operated by a third party logistics provider on behalf of the
Borrower). In the event a Default or an Event of Default has occurred and is
then continuing, the Administrative Agent may deposit any or all amounts held in
the Distribution Proceeds Collateral Account in the Collateral Account (as
defined in the Intercreditor Agreement) and apply such amounts to the repayment
of the Obligations in accordance with Section 5 of the Intercreditor Agreement.
Notwithstanding anything to the contrary contained in the Credit Agreement, the
Net Cash Proceeds from the sale of the Buffalo Distribution Facility shall not
reduce the $250,000 basket established pursuant to Section 6.6(a)(vi) of the
Credit Agreement.
(B) Sale of Certain Real Property and Related Assets. The
Lenders hereby consent to the sale of (i) the Knife Plant and the personal
property and fixtures appurtenant thereto and (ii) the CAC Clubhouse building
and adjacent real property located at ▇▇▇▇▇▇▇▇ Avenue, ▇▇▇▇▇▇▇▇, New York and
the personal property and fixtures appurtenant thereto ((i) and (ii) above,
collectively, the "Sherrill Property"); provided that the Sherrill Property
shall be deemed to be sold pursuant to Section 6.6(a)(iv) of the Credit
Agreement and the proceeds of such sale treated as Net Cash Proceeds; provided,
further that (i) the first $1,000,000 of such Net Cash Proceeds shall be
retained by the Borrower and (ii) all such Net Cash Proceeds in excess of
$1,000,000 shall be subject to the mandatory prepayment required pursuant to
Section 2.11(b) of the Credit Agreement. Notwithstanding anything to the
contrary contained in the Credit Agreement, the Net Cash Proceeds from the sale
of the Sherrill Property shall not reduce the $250,000 basket established
pursuant to Section 6.6(a)(vi) of the Credit Agreement.
SECTION 4. Waiver. The Lenders hereby waive the Defaults and
Events of Default arising out of the Borrower's failure to comply with the
Section 5.1(a)(i) of the Credit Agreement resulting from the inclusion of a
"going concern" explanatory paragraph in the report and opinion from the
Borrower's accountants in connection with the delivery of its consolidated
balance sheet, related consolidated statements of income, stockholder's equity
and cash flows, for the fiscal year ending January 2005. Nothing in this Section
4 shall be deemed to relieve the Borrower of its obligation to deliver such
financial statement in accordance with the terms of Section 5.1(a)(i) of the
Credit Agreement.
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SECTION 5. Amendment to Section 1 of the Credit Agreement.
Section 1 of the Credit Agreement is hereby amended by inserting the following
definition in the appropriate alphabetical order:
""Covenant Amendment" means an amendment to this Agreement
satisfactory to the Administrative Agent, the Required Lenders
and the Borrower to be entered into in accordance with Section
5.24 hereof amending the covenants set forth in Sections 6.8
through 6.13 hereof."
SECTION 6. Amendment to Section 2.12 of the Credit Agreement.
Section 2.12 of the Credit Agreement is hereby amended to read in its entirety
as follows:
"The Borrower shall be required to repay the principal amount
of the Tranche A Term Loans, to the extent then outstanding:
(i) on or before the last Business Day of the Borrower's first
fiscal quarter for the Borrower's fiscal year ending January
2007 in an amount equal to 50% of the amount by which
Consolidated EBITDAR for the Borrower's fiscal year ending
January 2006 exceeds $27,500,000, and (ii) in equal
installments of $1,500,000 each, commencing on the last
Business Day of the Borrower's first fiscal quarter for the
Borrower's fiscal year ending January 2007 and continuing on
the last Business Day of each fiscal quarter thereafter
through the Tranche A Term Loan Maturity Date, and any
outstanding balance of the Tranche A Term Loans on the Tranche
A Term Loan Maturity Date."
SECTION 7. Amendment to Article 5 of the Credit Agreement.
Article 5 of the Credit Agreement is hereby amended by inserting the following
Section 5.24 at the end thereof:
"Section 5.24 Covenant Amendment. The Borrower will furnish to
the Administrative Agent by no later than (i) August 31, 2006,
a set of financial projections for the Borrower and its
Consolidated Subsidiaries for the fiscal year ending in
January 2008, which projections shall be in form and substance
reasonably satisfactory to the Administrative Agent and (ii)
October 31, 2006 the Covenant Amendment duly executed and
delivered by the Borrower, the Administrative Agent and the
Required Lenders."
SECTION 8. Amendment to Section 6.2 of the Credit Agreement.
Section 6.2 of the Credit Agreement is hereby amended by deleting subsection (d)
thereof in its entirety and inserting in lieu thereof the following new
subsection (d):
"(d)(i) existing Liens listed on Schedule 6.2(d) hereto, (ii)
Liens that have been imposed on the Borrower's and Guarantors'
assets in favor of certain Plans pursuant to Section 412 of
the Code to secure minimum funding contributions in respect of
such Plans for the 2004 plan year, which liens in favor of the
PBGC have been subordinated to the Liens granted to the
Collateral Agent pursuant to the Security Documents for the
benefit of the Lenders pursuant to that certain letter dated
October 15, 2004 from the PBGC (as the same may be amended,
amended and restated, supplemented or otherwise modified, the
"PBGC Subordination Letter"), and (iii) additional Liens that
may be imposed on the Borrower's or any Guarantor's assets in
favor of any Plan pursuant to Section 412 of the Code to
secure minimum funding contributions in respect of any Plan
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for the 2005 plan year, provided that the PBGC shall have
agreed to subordinate such additional Liens to the Liens
granted to the Collateral Agent pursuant to the Security
Documents for the benefit of the Lenders on terms
substantially similar to those set forth in the PBGC
Subordination Letter or on terms satisfactory to the Required
Lenders in their sole discretion;"
SECTION 9. Amendment to Section 6.8 of the Credit Agreement.
Section 6.8 of the Credit Agreement is hereby amended by deleting the chart set
forth therein in its entirety and inserting in lieu thereof the following chart:
"Period Ending Ratio
-------------- -----
April 2005 14.9:1.0
July 2005 14.6:1.0
October 2005 13.8:1.0
January 2006 10.7:1.0
April 2006 9.0:1.0
July 2006 8.1:1.0
October 2006 7.6:1.0
January 2007 7.3:1.0
After January 2007 To be set forth in the
Covenant Amendment
SECTION 10. Amendment to Section 6.9 of the Credit Agreement.
Section 6.9 of the Credit Agreement is hereby amended by deleting the chart set
forth therein in its entirety and inserting in lieu thereof the following chart:
"Period Ending Ratio
-------------- -----
April 2005 0.8:1.0
July 2005 0.9:1.0
October 2005 1.0:1.0
January 2006 1.5:1.0
April 2006 1.6:1.0
July 2006 1.7:1.0
October 2006 1.7:1.0
January 2007 1.6:1.0
After January 2007 To be set forth in the
Covenant Amendment
SECTION 11. Amendment to Section 6.10 of the Credit Agreement.
Section 6.10 of the Credit Agreement is hereby amended by deleting the chart set
forth therein in its entirety and inserting in lieu thereof the following chart:
"Period Ending Ratio
-------------- -----
April 2005 0.5:1.0
July 2005 0.5:1.0
October 2005 0.5:1.0
January 2006 0.7:1.0
April 2006 0.8:1.0
July 2006 0.9:1.0
October 2006 0.9:1.0
January 2007 1.0:1.0
After January 2007 To be set forth in the
Covenant Amendment
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SECTION 12. Amendment to Section 6.11 of the Credit Agreement.
Section 6.11 of the Credit Agreement is hereby amended by deleting the chart set
forth therein in its entirety and inserting in lieu thereof the following chart:
"Period Ending Amount
-------------- ------
April 2005 $14,900,000
July 2005 $15,500,000
October 2005 $17,000,000
January 2006 $22,000,000
April 2006 $26,000,000
July 2006 $29,700,000
October 2006 $32,500,000
January 2007 $34,400,000
After January 2007 To be set forth in the
Covenant Amendment
SECTION 13. Amendment to Section 7.1(d) of the Credit
Agreement. Section 7.1(d) of the Credit Agreement is hereby amended by inserting
the words ", 5.24" immediately following the words "5.20" set forth therein.
SECTION 14. Amendment to Section 10.3 of the Credit Agreement.
Section 10.3 of the Credit Agreement is hereby amended by deleting the number
"$5,000,000" set forth therein and inserting in lieu thereof the number
"$1,000,000".
SECTION 15. Conditions to Effectiveness. This Amendment shall
become effective on the date on which each of the following conditions has been
met (the "Effective Date"):
(a) execution and delivery (including by facsimile) of this Amendment
by the Borrower, the Administrative Agent, and the Required Lenders;
(b) execution and delivery (including by facsimile) of the Consent and
Reaffirmation of Guarantors at the end hereof by the Guarantors;
(c) payment of outstanding professionals' fees and expenses of the
Administrative Agent and Collateral Agent;
(d) delivery to the Administrative Agent of a certificate of an
Authorized Officer certifying that, after giving effect to this Amendment, no
Default or Event of Default shall exist and each of the representations and
warranties made by the Borrower or any of its Subsidiaries herein and in or
pursuant to the Fundamental Documents shall be true and correct in all material
respects as if made on and as of the date on which this Amendment becomes
effective; and
(e) payment of an amendment fee, in immediately available funds, to the
Administrative Agent for the respective account of each Tranche A Term Loan
Lender and each
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Revolving Credit Lender (each, an "Executing Lender") who returns an executed
signature page (by facsimile or otherwise) to this Amendment before 5:00 p.m.
Thursday April 7, 2005 (the "Amendment Fee"), in an amount equal to 0.20% of the
sum of the Total Revolving Credit Commitment plus the Total Tranche A Term Loan
Commitment. The Amendment Fee shall be distributed by the Administrative Agent
to each Executing Lender, pro rata, based upon such Executing Lenders Revolving
Credit Commitment and Tranche A Term Loan Commitment, as the case may be.
SECTION 16. Restatement of Representations and Warranties. The
Borrower hereby restates and renews each and every representation and warranty
heretofore made by it in the Credit Agreement and the other Fundamental
Documents as fully as if made on the date hereof (but after giving effect to
this Amendment).
SECTION 17. Effect of Amendment. Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Fundamental
Documents shall be and remain in full force and effect, and shall constitute the
legal, valid, binding and enforceable obligations of the Borrower.
SECTION 18. Reaffirmation; No Novation. The Borrower expressly
acknowledges and agrees that: (i) there has not been, and this Amendment does
not constitute or establish, a novation with respect to the Credit Agreement or
any of the Fundamental Documents and (ii) nothing in this Amendment shall affect
or limit the Administrative Agent's and the Lenders' right to demand payment of
liabilities owing from the Borrower to the Administrative Agent and the Lenders
under, or to demand strict performance of the terms, provisions and conditions
of, the Credit Agreement and the other Fundamental Documents, to exercise any
and all rights, powers and remedies under the Credit Agreement or the other
Fundamental Documents or at law or in equity, or to do any and all of the
foregoing, immediately at any time after the occurrence of a Default or an Event
of Default which is not waived pursuant to the terms hereof, the Credit
Agreement or the other Fundamental Documents.
SECTION 19. Ratification. Except as expressly contemplated or
provided herein, the Borrower hereby restates, ratifies and reaffirms each and
every term, covenant and condition set forth in the Credit Agreement and the
other Fundamental Documents effective as of the date hereof.
SECTION 20. Release. For purposes of this Section, the
following terms shall have the following definitions:
(f) "Related Parties" shall mean, with respect to any released party,
such party's parents, subsidiaries, affiliates, successors, assigns,
predecessors in interest, officers, directors, employees, agents,
representatives, attorneys, financial advisors, accountants and shareholders, if
any.
(g) "Claims" shall mean any and all claims, losses, debts, liabilities,
demands, obligations, promises, acts, omissions, agreements, costs, expenses,
damages, injuries, suits, actions, causes of action, including without
limitation, any and all rights of setoff, recoupment or counterclaim of any kind
or nature whatsoever, in law or in equity, known or unknown, suspected or
unsuspected, contingent or fixed.
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Excluding only the continuing obligations of the Lenders and the
Administrative Agent under the express terms of the Credit Agreement, the
Fundamental Documents and this Amendment, the Borrower hereby releases, acquits
and forever discharges the Lenders and the Administrative Agent, and each of
them, and their respective Related Parties, of and from any and all Claims
arising out of, related or in any way connected with the Credit Agreement, the
Fundamental Documents or the transactions contemplated by any thereof,
including, without limitation, any action or failure to act, prior to the
execution of this Amendment, in response to or otherwise in connection with the
events or circumstances arising under or otherwise related to the Credit
Agreement, the Fundamental Documents or any Defaults or Events of Default
occurring under the Credit Agreement or the Fundamental Documents.
SECTION 21. Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts and transmitted by facsimile to the other parties, each of which
when so executed and delivered by facsimile shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the
same instrument.
SECTION 22. References. All references to the Credit Agreement
in the Credit Agreement and the other Fundamental Documents and the other
documents and instruments delivered pursuant to or in connection therewith shall
mean the Credit Agreement as modified hereby and as may in the future be
amended, restated, supplemented or otherwise modified from time to time.
SECTION 23. No Default. To induce the Administrative Agent and
the Lenders to enter into this Amendment, the Borrower hereby acknowledges and
agrees that, as of the date hereof, and after giving effect to the terms hereof,
there exists (i) no Default or Event of Default and (ii) no right of offset,
defense, counterclaim, claim or objection in favor of the Borrower arising out
of or with respect to any of the Loans or other obligations of the Borrower owed
to the Administrative Agent or the Lenders under the Credit Agreement.
SECTION 24. Further Assurances. The Borrower agrees to take
such further actions as the Administrative Agent shall reasonably request in
connection herewith to evidence the amendment herein contained.
SECTION 25. Governing Law. This Amendment shall be governed by
and construed and interpreted in accordance with, the laws of the State of New
York.
[SIGNATURES CONTAINED ON NEXT PAGE]
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IN WITNESS WHEREOF, the Borrower, the Administrative Agent,
and each of the Lenders has caused this Amendment to be duly executed, under
seal, by its duly authorized officer as of the day and year first above written.
BORROWER:
ONEIDA LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
JPMORGAN CHASE BANK
as Administrative Agent, Collateral Agent, Revolving
Credit Lender and Tranche A Term Loan Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, NA, as Revolving Credit Lender and
Tranche A Term Loan Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate
DEEPHAVEN DISTRESSED OPPORTUNITIES
TRADING LTD., as Revolving Credit Lender and Tranche
A Term Loan Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Portfolio Manager
▇▇▇▇▇ EVENT TRADING, as Revolving Credit Lender
and Tranche A Term Loan Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Person
SPS HIGH YIELD LOAN TRADING, as Revolving Credit
Lender and Tranche A Term Loan Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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CREDIT SUISSE FIRST BOSTON, as Revolving Credit
Lender and Tranche A Term Loan Lender
By: /s/ ▇▇▇ ▇▇▇▇▇
-------------
Name: ▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
FIELD POINT I, LTD., as Revolving Credit Lender and
Tranche A Term Loan Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
FIELD POINT II, LTD., as Revolving Credit Lender and
Tranche A Term Loan Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
ESPERANCE, as Revolving Credit Lender and Tranche A
Term Loan Lender
By: /s/ ▇▇▇▇ ▇'▇▇▇▇▇
----------------
Name: ▇▇▇▇ ▇'▇▇▇▇▇
Title: Senior Manager
GENERAL ELECTRIC CAPITAL CORPORATION, as
Revolving Credit Lender and Tranche A Term Loan Lender
By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------
Name: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
GREEN RIVER MANAGEMENT CO LLC, as Revolving
Credit Lender and Tranche A Term Loan Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: PM
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CONSENT, REAFFIRMATION AND AGREEMENT OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing Consent,
Waiver and Amendment No. 3 (the "Amendment") to the Second Amended and Restated
Credit Agreement, dated as of April 7, 2005 (as heretofore amended, the "Credit
Agreement"), among Oneida Ltd., as borrower, the lenders from time to time party
thereto (the "Lenders"), and JPMorgan Chase Bank, as Administrative Agent and
Collateral Agent, (ii) consents to the execution and delivery of the Amendment
by the parties thereto, (iii) reaffirms all of its obligations and covenants
under the Amended and Restated Consolidated Subsidiary Guarantee Agreement dated
as of August 9, 2004 (the "Guarantee") executed by it, (iv) agrees that none of
such obligations and covenants shall be affected by the execution and delivery
of the Amendment, (v) acknowledges and agrees that there exists no right of
offset, defense, counterclaim, claim or objection in favor of such Guarantor
arising out of or with respect to any of the Loans (as defined in the Credit
Agreement) or other obligations of such Guarantor owed to the Administrative
Agent or the Lenders under the Credit Agreement, the Guarantee or the other
Fundamental Documents (as defined in the Credit Agreement), and (vi) agrees to
take such further actions as the Administrative Agent shall reasonably require
in connection with the Amendment and to evidence the waivers therein contained.
This Consent and Reaffirmation may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same instrument.
[SIGNATURES CONTAINED ON NEXT PAGE]
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IN WITNESS WHEREOF, each of the undersigned has executed and
delivered this Consent, Reaffirmation and Agreement as of the 7th day of April,
2005.
BUFFALO CHINA, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
THC SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
ENCORE PROMOTIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
DELCO INTERNATIONAL, LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
SAKURA, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
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KENWOOD SILVER COMPANY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
ONEIDA SILVERSMITHS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
ONEIDA FOOD SERVICE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
ONEIDA INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
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