EXHIBIT 2.2
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
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
Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxxx and
Xxxxxx Xxxxxx (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 postClosing
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/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx Title:
President
/s/ XXXXX XXXXXX
Xxxxx Xxxxxx
/s/ XXX XXXXXX
Xxx 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 X. XXXXXXXXX
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President, Secretary and General Counsel
