CONSENT, WAIVER AND AMENDMENT NO. 3

<PAGE>

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 3690 Kenwood Road, Sherrill,

New York (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.

1

<PAGE>

(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 500 Bailey Avenue, Buffalo, New York

14210 (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 Hamilton Avenue, Sherrill, 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.

2

<PAGE>

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

3

<PAGE>

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 pursu