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EXHIBIT 2.4
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
Debbie DeMarco
The Chase Manhattan Bank N.A.
450 West 33rd Street, 10th
Floor
New York, New York, 10001
Amendments to the Escrow Agreement
Ladies and Gentlemen:
Reference is made to the Escrow Agreement, dated as of
May 30, 2000 (the "Escrow Agreement"), among Oneida Ltd.
("Oneida"), Delco International, Ltd. (the "Company"), Perry
Delman, Robert Delman, Peter Kranes, Michael Sehlmeyer and Dennis
Kanfer (each, a "Stockholder"; collectively, the "Stockholders")
and The Chase Manhattan Bank N.A. (the "Escrow Agent").
Capitalized terms used in this letter agreement not otherwise
defined herein shall have the meaning ascribed to them in the
Escrow Agreement.
The parties hereto hereby agree to the following:
The third recital clause of the Escrow Agreement is
hereby amended and restated in its entirety to read as follows:
WHEREAS, it is contemplated under the Stock Purchase
Agreement that the Purchaser, as a portion of the Purchase
Price, will deposit or cause to be deposited into escrow the
sum of $3,000,000 in cash on the Closing Date (the "Indemnity
Escrow Amount"; the Indemnity Escrow Amount and all interest
and income accrued thereon being referred to herein as the
"Indemnity Escrow Fund" and, together with the Adjustment
Escrow Fund, the "Escrow Funds") to be held and disbursed by
the Escrow Agent in accordance with Section 5 of this
Agreement.
Except as otherwise provided herein, all of the terms and
provisions of the Escrow 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 SUTTMEIER
Name: Catherine Suttmeier
Title: Vice President, Secretary and
General Counsel
THE CHASE MANHATTAN BANK N.A.
By /s/ DEBBIE DEMARCO
Name: Debbie DeMarco
Title: Assistant Vice President
