1
EXHIBIT 2.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "First
Amendment") is made on September 30, 1999, among Xxxxxxx Xxxxxx, Xxxxx X.
Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx-Xxxxxxx Irrevocable Trust dated December 17,
1997, Xxxx Xxxxxxx, Trustee, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxx, Colorbok
Paper Products, Inc., a Michigan corporation (the "Company"), and JAKKS Pacific,
Inc., a Delaware corporation ("JAKKS").
RECITALS
A. The parties hereto entered into a Stock Purchase Agreement dated
as of September 22, 1999 (the "Agreement"), pursuant to which JAKKS agreed to
purchase all of the capital stock of the Company.
B. The parties desire to amend certain provisions of and Schedules
to the Agreement in accordance with this First Amendment.
THEREFORE, the parties agree as follows:
1. Section 11.1(e) is hereby amended and restated to read in its
entirety as follows:
"(e) any transaction, event or circumstance to the extent
relating to the Divested Business, whether occurring or existing
before, at or after the Closing, or to the extent relating to
the Divestiture."
2. Schedule 2.2 of the Agreement is hereby amended to read in its
entirety as set forth on Exhibit A attached hereto.
3. Schedule 6.3 of the Agreement is hereby amended to read in its
entirety as set forth on Exhibit B attached hereto.
4. The Stock Purchase Agreement is hereby amended to add a new
Section 9.15 to read in its entirety as follows:
9.15 From and after the Closing Date, JAKKS will not permit the
Company to write any checks or make any withdrawals on any accounts of
the Company with the Bank existing at or prior to the Closing Date to
the extent that such checks or withdrawals would cause an overdraft on
any such accounts. Promptly after the delivery of the HSR Fulfillment
Notice (as defined in the Escrow Agreement dated as of the date hereof
among JAKKS, the Shareholders' Agent and Bank One Trust Company, NA, as
escrow agent thereunder) to the Escrow Agent thereunder, JAKKS will
cause the Company to deliver to the Bank documentation (including
without limitation signature cards with standard corporate resolutions)
reasonably necessary to evidence a change in control of such accounts to
JAKKS.
5. The Agreement shall not be amended or otherwise modified except
as set forth in this First Amendment. Except as expressly amended by this First
Amendment, the Agreement is hereby ratified and confirmed and shall remain in
full force and effect.
2
IN WITNESS WHEREOF, the parties have executed this First Amendment on
the date first above written.
COLORBOK PAPER PRODUCTS, INC. JAKKS PACIFIC, INC.
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXX X. XXXXXXX
----------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer Title: Chief Financial Officer
/s/ XXXXXXX XXXXXX
--------------------------------
Xxxxxxx Xxxxxx
/s/ XXXXX X. XXXXXXXX
--------------------------------
Xxxxx X. Xxxxxxxx
/s/ XXXXXX XXXXXXX
--------------------------------
Xxxxxx Xxxxxxx
XXXXX-XXXXXXX IRREVOCABLE
TRUST DATED DECEMBER 17, 1997
By: /s/ XXXX XXXXXXX
-----------------------------
Xxxx Xxxxxxx, Trustee
/s/ XXXXXX X. XXXXXXXXX
--------------------------------
Xxxxxx X. Xxxxxxxxx, individually
and as Agent
/s/ XXXXXXX X. XXXXXX
--------------------------------
Xxxxxxx X. Xxxxxx
2
