EXHIBIT 2.2
AMENDMENT NO. 1 dated as of April 30, 2002 ("AMENDMENT
NO. 1"), to the Stock Purchase Agreement dated April
23, 2002 (the "STOCK PURCHASE AGREEMENT"), by and among
Interplay Entertainment Corp., a Delaware corporation
("INTERPLAY"), Shiny Entertainment, Inc., a California
corporation (the "COMPANY"), Xxxxx Xxxxx, an individual
("PERRY"), Shiny Group, Inc., a California corporation
wholly owned by Xxxxx Xxxxx ("SGI"), and Infogrames,
Inc., a Delaware corporation ("BUYER").
A. Interplay, the Company, Perry, SGI and Buyer have agreed to amend the
Stock Purchase Agreement pursuant to the terms and conditions of this Amendment
No. 1.
B. Capitalized terms used herein and not defined herein will have the
meanings ascribed to such terms in the Stock Purchase Agreement.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties to this Amendment No. 1 hereby agree as
follows:
1. AMENDMENT TO STOCK PURCHASE AGREEMENT. The Stock Purchase Agreement is
hereby amended as set forth in paragraphs (a) through (c) below. Except as
expressly amended hereby, the Stock Purchase Agreement shall continue in full
force and effect in accordance with the provisions thereof on the date hereof.
As used therein, the terms "Agreement," "this Agreement," "herein,"
"hereinafter," "hereto," "hereof" and words of similar import shall, unless the
context otherwise requires, mean the Stock Purchase Agreement as amended by this
Amendment No. 1.
(a) The Parties agree that the form of Akin Guaranty and Europlay Guaranty
attached as EXHIBITS X and W, respectively, to the Stock Purchase Agreement are
hereby amended such that the last sentence of Section 2.A. is restated in its
entirety to read as follows:
"For purposes of determining the conversion of the Market Value of
Guarantor Shares (which are denominated in Euros) into the principal
amount of the Note (which is denominated in U.S. Dollars), Guarantor
shall apply the exchange rate published by the European Central Bank
on the business day prior to the date of this Guaranty."
(b) Section 4.22(a)(i) of the Stock Purchase Agreement is hereby amended
to delete the last sentence thereof in its entirety.
(c) The Parties acknowledge and agree that the calculation of the
principal amount of the Interplay Note pursuant to Section 2.5(d) of the Stock
Purchase Agreement is $10,809,076, and the Parties further agree to apply the
$127,000 increase in principal amount to the May 15, 2002 payment under the
Interplay Note.
2. STOCK PURCHASE AGREEMENT. Except as specifically amended or modified
herein, the Stock Purchase Agreement (as amended hereby) shall continue in full
force and effect in accordance with the provisions hereof and thereof in
existence on the date hereof. After the date
hereof, any reference to the Stock Purchase Agreement shall mean the Stock
Purchase Agreement as amended by this Amendment No. 1.
3. GOVERNING LAW. This Amendment No. 1 and the performance of the
obligations of the parties hereunder will be governed by and construed in
accordance with the laws of the State of California, without giving effect to
any choice of Law principles.
4. COUNTERPARTS. This Amendment No. 1 may be executed in two or more
counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.
5. HEADINGS. The article and section headings contained in this Agreement
are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.
(SIGNATURES CONTINUE ON FOLLOWING PAGE)
Page 2
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the
date first above written.
INFOGRAMES, INC.
By: /S/ XXXXX XXXXX
---------------------------------
Name: Xxxxx Xxxxx
Title: Senior Executive Vice President
SHINY ENTERTAINMENT, INC.
By: /S/ XXXX XXXXXXXX
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
INTERPLAY ENTERTAINMENT CORP.
By: /S/ HERVE CAEN
-------------------------------
Name: Herve Caen
Title: Chief Executive Officer
SHINY GROUP, INC.
By: /S/ XXXXX XXXXX
-------------------------------
Name: Xxxxx Xxxxx
Title: President
/S/ XXXXX XXXXX
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Xxxxx Xxxxx
Signature Page to Amendment No. 1
