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EXHIBIT 2.2
UNOFFICIAL ENGLISH TRANSLATION
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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
JEAN-PIERRE BENAYM
ALBERT GOLDBERG
AND
THE OTHER SHAREHOLDERS
OF
FACONNABLE S.A.
IN THEIR CAPACITY AS SELLERS
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UNOFFICIAL ENGLISH TRANSLATION
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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
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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 1617 Sixth Avenue, Seattle,
Washington 98101 (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 3, rue du Colonel Moll, 75017 Paris, 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 JEAN-PIERRE BENAYM, a French national residing at 46, avenue des Bosquets,
06200 Nice,
2.2 ALBERT GOLDBERG, a French national domiciled with Maitre Bezina, 1, rue du
Lycee, 06000 Nice,
collectively, jointly and severally referred to as the "Principal
Shareholders",
AND:
3.1 STEPHANE BENAYM, a French national residing at 26, allee de la Touraque,
"hameau Fontmerle", 06270 Villeneuve Loubet,
3.2 EDOUARD-DAVID BENAYM, a French national residing at 46, avenue des Bosquets,
06200 Nice,
3.3 ILAN BENAYM, a French national residing at 46, avenue des Bosquets, 06200
Nice,
3.4 ARTHUR GOLDBERG, a French national residing at 15, rue Saint Louis en l'Ile,
75004 Paris,
3.5 OLIVIER GOLDBERG, a French national residing at 1336, avenue Jules Grec,
06600 Antibes,
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UNOFFICIAL ENGLISH TRANSLATION
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DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
3.6 JEAN ALBERT NILS GOLDBERG, a French national residing at 5, promenade des
Anglais, 06000 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 Jean-Pierre Benaym, Stephane Benaym, Edouard-David
Benaym and Ilan Benaym 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
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DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
Executed in 10 (ten) originals
In Paris
On October 20, 2000
BUYERS: SELLERS:
NORDSTROM, INC. [Jean-Pierre Benaym's signature]
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[Gail Cottle's signature] JEAN-PIERRE BENAYM
By: Gail Cottle [Albert Goldberg's signature]
Its: Executive Vice-President ---------------------------------------
ALBERT GOLDBERG
NORDSTROM EUROPEAN CAPITAL GROUP [Stephane Benaym's signature]
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[Emmanuel Storione's signature] STEPHANE BENAYM
By: Emmanuel Storione [Edouard-David Benaym's signature]
Its: President ---------------------------------------
EDOUARD-DAVID BENAYM
[Jean-Pierre Benaym's signature]
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ILAN BENAYM
[Arthur Goldberg's signature]
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ARTHUR GOLDBERG
[Olivier Goldberg's signature]
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OLIVIER GOLDBERG
[Arthur Goldberg's signature(1) and
Albert Goldberg's signature(2)]
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JEAN ALBERT NILS GOLDBERG
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1 With the following handwritten mention: "en tant que de besoin, Arthur
Goldberg, en sa qualite d'administrateur legal des Actions detenues en
nue-propriete" (as this may be necessary, Arthur Goldberg acting in his
capacity as administrator of Nils's Shares held in bare ownership).
2 With the following handwritten mention: "Albert Goldberg, en mon nom
propre et au nom et pour le compte de Catherine Goldberg" (Albert
Goldberg, in my own name, and in the name and on behalf of Catherine
Goldberg).
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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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Jean-Pierre Benaym (Euro) 2.660.622,66
Indivision Benaym (Euro) 59.466,51
Stephane Benaym (Euro) 382.671,96
Edouard-David Benaym (Euro) 367.496,63
Ilan Benaym (Euro) 389.773,68
Albert Goldberg (Euro) 3.686.391,16
Olivier Goldberg (Euro) 14.127,71
Arthur Goldberg (Euro) 90,70
Jean Albert Nils Goldberg (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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Jean-Pierre Benaym 1.721.268
Indivision Benaym 0
Stephane Benaym 282.164
Edouard-David Benaym 281.230
Ilan Benaym 246.593
Albert Goldberg 1.999.571
Olivier Goldberg 181.633
Arthur Goldberg 180.999
Jean Albert Nils Goldberg 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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Jean-Pierre Benaym (Euro) 31.171.830
Indivision Benaym (Euro) 837.137
Stephane Benaym (Euro) 4.986.438
Edouard-David Benaym (Euro) 4.969.952
Ilan Benaym (Euro) 4.357.828
Albert Goldberg (Euro) 35.542.910
Olivier Goldberg (Euro) 3.191.647
Arthur Goldberg (Euro) 3.180.469
Jean Albert Nils Goldberg (Euro) 3.172.460