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EXHIBIT 2.2
UNOFFICIAL ENGLISH TRANSLATION
FOR INFORMATION PURPOSE ONLY.
DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
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AMENDMENT TO THE
SHARE PURCHASE AND CONTRIBUTION AGREEMENT
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DATED AS OF OCTOBER 20, 2000
BY AND AMONG
NORDSTROM, INC.
AND
NORDSTROM EUROPEAN CAPITAL GROUP
IN THEIR CAPACITY AS BUYERS
XXXX-XXXXXX XXXXXX
XXXXXX XXXXXXXX
AND
THE OTHER SHAREHOLDERS
OF
FACONNABLE S.A.
IN THEIR CAPACITY AS SELLERS
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UNOFFICIAL ENGLISH TRANSLATION
FOR INFORMATION PURPOSE ONLY.
DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
TABLE OF CONTENTS
1. Definitions............................................................. 5
2. Amendment to the Agreement.............................................. 5
3. No Novation............................................................. 6
4. Governing Law and Jurisdiction.......................................... 6
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UNOFFICIAL ENGLISH TRANSLATION
FOR INFORMATION PURPOSE ONLY.
DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
AMONG THE UNDERSIGNED:
1.1 NORDSTROM, INC., a corporation organized under the laws of the State of
Washington (U.S.A.), having its registered office at 0000 Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000 (U.S.A.), incorporated on September 28, 1946, under No.
21043393,
whose representative is duly authorized for the purpose of this
Agreement,
hereafter referred to as "Nordstrom",
1.2 NORDSTROM EUROPEAN CAPITAL GROUP, a French societe par actions simplifiee,
having its registered office at 0, xxx xx Xxxxxxx Xxxx, 00000 Xxxxx, registered
with the Trade and Companies Register ("Registre du Commerce et des Societes")
of Paris under the management number ("numero de gestion") No. 2000B15519,
whose representative is duly authorized for the purpose of this
Agreement,
hereafter referred to as "NECG"; and, together with Nordstrom,
collectively, jointly and severally referred to as "Buyers",
2.1 XXXX-XXXXXX XXXXXX, a French national residing at 00, xxxxxx xxx Xxxxxxxx,
00000 Xxxx,
2.2 XXXXXX XXXXXXXX, a French national domiciled with Maitre Bezina, 0, xxx xx
Xxxxx, 00000 Xxxx,
collectively, jointly and severally referred to as the "Principal
Shareholders",
AND:
3.1 XXXXXXXX XXXXXX, a French national residing at 00, xxxxx xx xx Xxxxxxxx,
"xxxxxx Fontmerle", 06270 Xxxxxxxxxx Loubet,
3.2 EDOUARD-XXXXX XXXXXX, a French national residing at 00, xxxxxx xxx Xxxxxxxx,
00000 Xxxx,
3.3 XXXX XXXXXX, a French national residing at 00, xxxxxx xxx Xxxxxxxx, 00000
Xxxx,
3.4 XXXXXX XXXXXXXX, a French national residing at 00, xxx Xxxxx Xxxxx xx x'Xxx,
00000 Xxxxx,
3.5 XXXXXXX XXXXXXXX, a French national residing at 0000, xxxxxx Xxxxx Xxxx,
00000 Xxxxxxx,
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UNOFFICIAL ENGLISH TRANSLATION
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DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
3.6 XXXX XXXXXX XXXX XXXXXXXX, a French national residing at 0, xxxxxxxxx xxx
Xxxxxxx, 00000 Nice,
collectively referred to as the "Other Shareholders"; and, together with
the Principal Shareholders, collectively referred to as "Sellers". The term
"Sellers" shall also include Xxxx-Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Edouard-Xxxxx
Xxxxxx and Xxxx Xxxxxx acting in their capacity as joint owners
("coindivisaires") of all of the shares of the Company they own jointly
("detiennent en indivision").
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UNOFFICIAL ENGLISH TRANSLATION
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DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
WHEREAS:
A. Pursuant to a share purchase and contribution agreement dated as of
September 27, 2000 (the "Agreement") between Sellers and Buyers, Sellers have
agreed to sell and contribute all the Shares to Buyers, in accordance with the
terms of the Agreement.
B. Buyers and Sellers desire to amend the Agreement on the terms set
forth in this amendment (the "Amendment").
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. DEFINITIONS.
For purposes of this Agreement, and unless the context requires
otherwise, capitalized terms shall have the meaning ascribed to them in the
Agreement.
2. AMENDMENT TO THE AGREEMENT.
2.1 SECTION 2.1(b). Section 2.1(b) of the Agreement is amended and
replaced as follows:
"The purchase price for the Shares set forth in attached Exhibit 2.1(a)
(the "Purchase Price") shall be equal to (Euro) 98,971,312 (ninety eight million
nine hundred seventy one thousand three hundred twelve Euros) minus the
aggregate amount of the Loan Purchase Prices, as these amounts are set forth in
attached Exhibit 2.1(b), and shall be payable in cash on the Closing Date."
2.2 EXHIBIT 2.1(b). Buyers and Sellers hereby amend Exhibit 2.1(b) of
the Agreement to read in its entirety as set forth in attached Exhibit 2.1(b).
Consequently, the parties expressly agree that, as from the date hereof, Exhibit
2.1(b) of the Agreement shall be in the form of attached Exhibit 2.1(b).
2.3 EXHIBIT 2.2. Buyers and Sellers hereby amend Exhibit 2.2 of the
Agreement to read in its entirety as set forth in attached Exhibit 2.2.
Consequently, the parties expressly agree that, as from the date hereof, Exhibit
2.2 of the Agreement shall be in the form of attached Exhibit 2.2.
2.4 EXHIBIT 3.2(b)(i). Buyers and Sellers hereby amend Exhibit 3.2(b)(i)
of the Agreement to read in its entirety as set forth in attached Exhibit
3.2(b)(i). Consequently, the parties expressly agree that, as from the date
hereof, Exhibit 3.2(b)(i) of the Agreement shall be in the form of attached
Exhibit 3.2(b)(i).
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UNOFFICIAL ENGLISH TRANSLATION
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DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
3. NO NOVATION.
This Amendment does not create any novation ("novation") to the
Agreement. Except as expressly amended by this Amendment, the Agreement, as so
amended, shall remain in full force and effect.
This Amendment shall form a part of the Agreement which constitutes,
together with this Amendment, a single agreement.
The parties hereby agree that any reference to the Agreement shall be
construed as a reference to the Agreement, as amended by this Amendment.
4. GOVERNING LAW AND JURISDICTION.
This Amendment shall be governed by, and interpreted in accordance with,
the laws of France. The parties hereby irrevocably consent to the exclusive
jurisdiction of the commercial court ("Tribunal de Commerce") of Paris (France)
in connection with any action or proceeding arising out of or relating to this
Amendment or any document or instrument delivered pursuant to this Amendment.
[Signatures begin on next page]
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UNOFFICIAL ENGLISH TRANSLATION
FOR INFORMATION PURPOSE ONLY.
DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
Executed in 10 (ten) originals
In Paris
On October 20, 2000
BUYERS: SELLERS:
NORDSTROM, INC. [Xxxx-Xxxxxx Benaym's signature]
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[Xxxx Xxxxxx'x signature] XXXX-XXXXXX XXXXXX
By: Xxxx Xxxxxx [Xxxxxx Xxxxxxxx'x signature]
Its: Executive Vice-President ---------------------------------------
XXXXXX XXXXXXXX
NORDSTROM EUROPEAN CAPITAL GROUP [Stephane Benaym's signature]
---------------------------------------
[Xxxxxxxx Xxxxxxxx'x signature] XXXXXXXX XXXXXX
By: Xxxxxxxx Xxxxxxxx [Xxxxxxx-Xxxxx Benaym's signature]
Its: President ---------------------------------------
EDOUARD-XXXXX XXXXXX
[Xxxx-Xxxxxx Benaym's signature]
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XXXX XXXXXX
[Xxxxxx Xxxxxxxx'x signature]
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XXXXXX XXXXXXXX
[Xxxxxxx Xxxxxxxx'x signature]
---------------------------------------
XXXXXXX XXXXXXXX
[Xxxxxx Xxxxxxxx'x signature(1) and
Xxxxxx Xxxxxxxx'x signature(2)]
---------------------------------------
XXXX XXXXXX XXXX XXXXXXXX
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1 With the following handwritten mention: "en tant que de besoin, Xxxxxx
Xxxxxxxx, en sa qualite d'administrateur legal des Actions detenues en
nue-propriete" (as this may be necessary, Xxxxxx Xxxxxxxx acting in his
capacity as administrator of Nils's Shares held in bare ownership).
2 With the following handwritten mention: "Xxxxxx Xxxxxxxx, en mon nom
propre et au nom et pour le compte de Xxxxxxxxx Xxxxxxxx" (Xxxxxx
Xxxxxxxx, in my own name, and in the name and on behalf of Xxxxxxxxx
Xxxxxxxx).
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UNOFFICIAL ENGLISH TRANSLATION
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DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
ANNEXE 2.1(b)
Prix d'Acquisition des Comptes
Courants d'Associes a la Date de
Realisation
(Loan Purchase Prices as of the
Vendeur (Seller) Closing Date)
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Xxxx-Xxxxxx Xxxxxx (Euro) 2.660.622,66
Indivision Benaym (Euro) 59.466,51
Xxxxxxxx Xxxxxx (Euro) 382.671,96
Edouard-Xxxxx Xxxxxx (Euro) 367.496,63
Xxxx Xxxxxx (Euro) 389.773,68
Xxxxxx Xxxxxxxx (Euro) 3.686.391,16
Xxxxxxx Xxxxxxxx (Euro) 14.127,71
Xxxxxx Xxxxxxxx (Euro) 90,70
Xxxx Xxxxxx Xxxx Xxxxxxxx (Euro) 0,03
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UNOFFICIAL ENGLISH TRANSLATION
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DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
ANNEXE 2.2
Actions Nordstrom en
pleine propriete
(shares of Nordstrom
Stock held in full
Vendeur (Seller) ownership)
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Xxxx-Xxxxxx Xxxxxx 1.721.268
Indivision Benaym 0
Xxxxxxxx Xxxxxx 282.164
Edouard-Xxxxx Xxxxxx 281.230
Xxxx Xxxxxx 246.593
Xxxxxx Xxxxxxxx 1.999.571
Xxxxxxx Xxxxxxxx 181.633
Xxxxxx Xxxxxxxx 180.999
Xxxx Xxxxxx Xxxx Xxxxxxxx 180.542
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UNOFFICIAL ENGLISH TRANSLATION
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DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
ANNEXE 3.2(b)(i)
Partie du Prix
d'Acquisition en
pleine propriete
(Part of the Purchase
Price in full
Vendeur (Seller) ownership)
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Xxxx-Xxxxxx Xxxxxx (Euro) 31.171.830
Indivision Benaym (Euro) 837.137
Xxxxxxxx Xxxxxx (Euro) 4.986.438
Edouard-Xxxxx Xxxxxx (Euro) 4.969.952
Xxxx Xxxxxx (Euro) 4.357.828
Xxxxxx Xxxxxxxx (Euro) 35.542.910
Xxxxxxx Xxxxxxxx (Euro) 3.191.647
Xxxxxx Xxxxxxxx (Euro) 3.180.469
Xxxx Xxxxxx Xxxx Xxxxxxxx (Euro) 3.172.460
