EXHIBIT 2.4
DELCO INTERNATIONAL, LTD.
00 Xxxxxx Xxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
August 9, 2000
Xxxxxxxxx X. Xxxxxxxxx, Esq.
General Counsel
Oneida Ltd.
000-000 Xxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Xxxxxx XxXxxxx
The Chase Manhattan Bank N.A.
000 Xxxx 00xx Xxxxxx, 00xx
Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
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"), Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxxx
and Xxxxxx Xxxxxx (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/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: President
/s/ XXXXX XXXXXX
Xxxxx Xxxxxx
/s/ XXXXXX XXXXXX
Xxxxxx Xxxxxx
/s/ XXXXX XXXXXX
Xxxxx Xxxxxx
/s/ XXXXXXX XXXXXXXXX
Xxxxxxx Xxxxxxxxx
/s/ XXXXXX XXXXXX
Xxxxxx Xxxxxx
Agreed and accepted as of
the date first above written:
ONEIDA LTD.
By /s/ XXXXXXXXX XXXXXXXXX
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President, Secretary and General Counsel
THE CHASE MANHATTAN BANK N.A.
By /s/ XXXXXX XXXXXXX
Name: Xxxxxx XxXxxxx
Title: Assistant Vice President
