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
