EXHIBIT 2.3
SCHOLASTIC BRANDS, INC.
c/o XXXXXX XXXXXX, INC.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 16, 0000
XXX Xxxxxxxx, Xxx.
XXX Xxxxx Xxxxxxx, Inc.
0000 Xxxxxx X Xxxx
Xxxxxx, Xxxxx 00000
Re: Asset Purchase Agreement
------------------------
Gentlemen:
Reference is made to the Asset Purchase Agreement, dated as of
May 20, 1996, as amended by an Amendment thereto dated November 21, 1996 (the
"Agreement"), by and among Scholastic Brands, Inc. (formerly known as Class
Rings, Inc., "Buyer"), CJC Holdings, Inc. ("Seller"), and CJC North America,
Inc. All defined terms used herein which are not defined herein shall have the
meanings ascribed to them in the Agreement.
You and we hereby agree to further amend the Agreement in
accordance with Section 10.11 thereof to provide as follows:
1. Subsection 1.7 of the Agreement is hereby
deleted and there is hereby added a new subsection 1.7 that
provides as follows:
"1.7 ALLOCATION OF PURCHASE PRICE.
The Purchase Price shall be allocated
among the Assets based on their fair
market value in accordance with Section
1060 of the Code and the Treasury
Regulations thereunder. Buyer shall
prepare such an allocation of the
Purchase Price and deliver such
allocation to Seller not later than 45
days after the Closing Date, which
allocation shall be binding and
conclusive provided that there is a
reasonable basis for such allocation
under Section 1060 of the Code and the
Treasury Regulations thereunder. Seller
and Buyer agree to complete IRS Form
8594 consistently with such Allocation
and to furnish each other with a copy of
such form prepared in draft form not
later than 45 days prior to the filing
due date of such form. Neither Seller
nor Buyer shall file any
CJC Holdings,Inc.,
CJC North America, Inc.
December 16, 1996
Page 2
Tax Return or take any position with any
taxing authority that is inconsistent
with such allocation."
2. Seller hereby represents and warrants the Uniform
Commercial Code filing number 208604 filed with the Secretary of State of
Texas on October 26, 1995 by secured party Bank One, Texas N.A. against
debtor Xxx Xxxxxx d/b/a Keepsake does not relate to any indebtedness of the
Seller, nor does such filing relate to or in any way result in Bank One Texas
N.A. having any security interest or claim against any of the Assets. Seller
hereby agrees to indemnify and hold harmless Buyer from and against any and
all damages, liabilities, costs on expenses arising from or in connection
with or relating to such UCC filing.
If you are in agreement with the foregoing, please sign this
letter in the space below and return a copy to the undersigned. Except as
otherwise expressly amended hereby, all provisions of the Agreement shall remain
the same. The Agreement shall remain in full force and effect.
Very truly yours,
SCHOLASTIC BRANDS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------
Xxxxx X. Xxxxxxxx
President
ACCEPTED AND AGREED TO
this 16th day of December, 1996:
CJC HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
CJC NORTH AMERICA, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
