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)
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: President & Chief Executive Officer
SHINY GROUP, INC.
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: President
/s/ Xxxxx Xxxxx
---------------------------------------------
Xxxxx Xxxxx
Signature Page to Amendment No. 1
