EXHIBIT 2.2
June 22, 2000
Scholastic Inc.
555 Broadway
New York, New York 10012
Gentlemen:
This letter shall serve as an amendment to that certain Stock Purchase Agreement
dated April 13, 2000 (the "Agreement") among Scholastic Inc. ("Buyer"), Hachette
Book Group USA, Inc. ("Seller") and Lagardere North America, Inc. ("Seller's
Parent" and together with Seller, "Sellers"). Capitalized terms used herein
without definition shall have the meaning provided in the Agreement.
1. Section 2.2 of the Agreement is amended to read in its
entirety as follows: "2.2. Purchase Price. The purchase price
(the "Purchase Price") for the Shares will be Four Hundred
Million Dollars ($400,000,000), Three Hundred Ninety-One
Million Eight Hundred Five Thousand Three Hundred Ninety-Eight
Dollars ($391,805,398.00) of which will be paid at Closing and
the remainder of which has been paid pursuant to Section 3
below."
2. The first sentence of Section 2.3 of the Agreement is amended
to read in its entirety as follows: "The purchase and sale
(the "Closing") provided for in this Agreement will take place
at the offices of Seller's counsel at 425 Park Avenue, New
York, New York, at 10:00 a.m. (local time) on June 22, 2000."
3. Buyer has prepaid outstanding indebtedness of the Acquired
Companies to certain Asian banks in an amount equal to Eight
Million One Hundred Ninety-Four Thousand Six Hundred and Two
Dollars ($8,194,602), which amount shall be repaid to Buyer in
the event the Closing does not occur by June 28, 2000. Such
repayment of Buyer has been secured by an irrevocable stand-by
letter of credit in favor of Buyer which has been posted by
the Company.
4. The final sentence of paragraph 7(a) of the Agreement is
amended to read in its entirety as follows: "Seller agrees
that the only assets of Grolier Overseas Incorporated shall be
shares of stock of (i) W.M. Jackson, Inc., (ii) Caribe
Grolier, Inc., and (iii) Acquired Companies that are not U.S.
Acquired Companies."
5. Section 11.1 of the Agreement is amended by adding the
following at the end thereof: "; or (e) any liability or
obligation of any of the Acquired Companies under any
guarantees or other obligations by any Acquired Company in
favor of
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the landlord under (i) a lease dated June 11, 1989, as amended
by Deed of Variation dated March 23, 1995 for the premises
located at 96/98 Leonard Street, London, England and (ii) a
lease dated August 26, 1986, as amended by Deed of Variation
dated November 5, 1999 for the premises located at 100/10
Leonard Street, London, England."
As so amended, the Agreement shall remain in full force and effect.
SCHOLASTIC INC. HACHETTE BOOK GROUP USA, INC.
By: /s/ By: /s/
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LAGARDERE NORTH AMERICA, INC.
By: /s/
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