Amendment to Escrow Agreement among Oneida Ltd., Delco International, Ltd., Stockholders, and The Chase Manhattan Bank N.A.

Summary

This agreement amends a previous Escrow Agreement dated May 30, 2000, between Oneida Ltd., Delco International, Ltd., several individual stockholders, and The Chase Manhattan Bank N.A. The amendment updates the clause regarding the deposit of $3,000,000 into escrow as part of a stock purchase transaction. All other terms of the original Escrow Agreement remain unchanged. The parties confirm their acceptance by signing this letter agreement.

EX-2.4 5 0005.txt 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