EXHIBIT 2.2
DELCO INTERNATIONAL, LTD.
19 Harbor Park Drive
Port Washington, New York 11050
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 30, 2000
(the "Stock Purchase Agreement"), among Oneida Ltd. ("Oneida"), Delco
International, Ltd. (the "Company"), and Perry Delman, Robert Delman, Peter
Kranes, Michael Sehlmeyer and Dennis Kanfer (each, a "Stockholder";
collectively, the "Stockholders"). Capitalized terms used in this letter
agreement not otherwise defined herein shall have the meaning ascribed to them
in the Stock Purchase Agreement.
The parties hereto hereby agree to the following:
1. Section 1.01 of the Stock Purchase Agreement is hereby amended by
restating the term "Indemnity Escrow Amount" to read as follows:
"Indemnity Escrow Amount" means $3,000,000.
2. Section 2.02 of the Stock Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
"Subject to the adjustments set forth in Section 2.06, the purchase
price for the Shares shall be $59,439,234 (the "Purchase Price")."
3. (a) Section 2.05(a)(i) of the Stock Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
"(i) the Purchase Price less the Escrow Amount less $864,401.52 (the
"SDC Consideration") by wire transfer in immediately available funds to
the Purchase Price Bank Account;"
(b) A new Section 2.05(c) of the Stock Purchase Agreement is hereby
added to read as follows:
"(c) At the Closing, the Purchaser shall deliver to the Company the SDC
Consideration, by wire transfer in immediately available funds to the
account designated therefor by the Company in satisfaction of the
payment obligations of the Stockholders and Seneca Distributors
Acquisition Corp. ("SDAC") under Section 1.2 the Stock Purchase
Agreement (the "SDC Agreement"), dated as of the date hereof, among the
Company, and the Stockholders."
4. (a) Section 9.02(a)(v) of the Stock Purchase Agreement is hereby
amended to replace the "." at the end of such section with "; or".
(b) A new Section 9.02(a)(vi) is hereby added to read as follows:
"(vi) any and all Losses suffered or incurred by the Purchaser arising
or resulting from any withdrawal or other liabilities for any and all
Multiemployer Plans of or contributed to by Delco and its
Subsidiaries."
5. Oneida, the Company and the Stockholders hereby agree that (i) there
shall be no adjustments to the Purchase Price pursuant to Section 2.06 of the
Stock Purchase Agreement, and (ii) Oneida shall not make a claim for
indemnification pursuant to Section 9.02 of the Stock Purchase Agreement for the
breach or violation of any of the representations and warranties of Delco and
the Stockholders set forth in Article III of the Stock Purchase Agreement, in
either case to the extent such adjustment to the Purchase Price or such breach
or violation of the representations and warranties of Delco and the Stockholders
relates solely to (A) the disputed inventory adjustments for 1999/2000 related
to LIFO or (B) the income or earnings before interest, taxes, depreciation and
amortization of SDC.
6. Subject to Section 5 of this letter agreement, Oneida, the Company and
the Stockholders hereby agree that the methods used for valuing inventory for
purposes of the Closing Balance Sheet shall be consistent with the methods of
valuing inventory used for the Reference Balance Sheet.
7. Oneida, the Company and the Stockholders hereby agree that pre-Closing
accruals of $1,560,766 (the "Bonus Accruals") related to cash bonuses and
related taxes which shall be paid to employees of the Company and other persons
post-Closing shall be disregarded for purposes of the post-Closing adjustment of
the Purchase Price contemplated by Section 2.06 of the Stock Purchase Agreement.
Except as provided herein, all of the terms and provisions of the Stock
Purchase Agreement remain in full force and effect.
Please confirm that the foregoing correctly sets forth our agreement by
signing this letter agreement in the space provided below.
Very Truly Yours
DELCO INTERNATIONAL, LTD.
By /s/ ROBERT DELMAN
Name: Robert Delman
Title: President
/s/ PERRY DELMAN
Perry Delman
/s/ ROBERT DELMAN
Robert Delman
/s/ PETER KRANES
Peter Kranes
/s/ MICHAEL SEHLMEYER
Michael Sehlmeyer
/s/ DENNIS KANFER
Dennis Kanfer
Agreed and accepted as of
the date first above written:
ONEIDA LTD.
By /s/ CATHERINE H. SUTTMEIER
Name: Catherine Suttmeier
Title: Vice President, Secretary and General Counsel
