EXHIBIT 4.37
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT IS MADE AND ENTERED INTO AS OF AND
EFFECTIVE SEPTEMBER 20, 2002 ("AMENDMENT") BY AND BETWEEN G-MUSIC LIMITED, (THE
"PURCHASER"), (THE "COMPANY"), AND ALL SHAREHOLDERS OF MUSIC KING (THE
"SELLERS"), (THE PURCHASER, THE COMPANY AND THE SELLERS ARE COLLECTIVELY
REFERRED TO AS "PARTIES").
RECITALS
WHEREAS, the Parties entered into a Stock Purchase Agreement dated
as of February 4, 2002 (the "Agreement");
WHEREAS, pursuant and subject to the provisions of the Agreement,
the Purchaser shall issue the number of the new shares to the Sellers by March
31, 2002, the aggregate thereof shall be equal to 33% of the total outstanding
common stock of the Purchaser as of March 31, 2002; and
WHEREAS, the Parties desire to amend the Agreement to use a cash
payment of NT$365,697,750 in lieu of the Stock Portion as defined in Section 3.2
(b) of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the Parties hereby agree to amend the Agreement, as
follows:
1. General.
1.1. All defined terms used herein shall have the respective meaning
therefor set forth in the Agreement.
1.2. The Preamble (i.e. Recitals) section is hereby incorporated into the
body of this Amendment.
2. Amendment. The Agreement is hereby amended as follows:
2.1 Section 3.1 (b) of the Agreement is hereby amended by replacing the
whole paragraph as the followings:
"an undertaking by the Purchaser to loan NT$365,697,750 to the Company
in order to acquire the TCR Group."
2.2. Section 3.2 (b) of the Agreement is hereby amended by replacing the
whole paragraph as the followings:
"(i) The Purchaser shall loan NT$365,697,750 (the "Acquisition Loan") to the
Company in order to finance the Company to acquire the TCR Group. The
Company shall in no event use the Acquisition Loan in any purpose other
than the acquisition of the TCR Group.
(ii) By September 30, 2002, the Company shall pay the aggregate amount equal
to the Acquisition Loan to the shareholders of the TCR Group ("TCR
Group Shareholders"). This payment will be deposited under the escrow
account designated by the TCR Group Shareholders and solely used by the
TCR Group Shareholders to purchase the new shares of the Purchaser
("New GMUSIC Shares")."
2.3 Section 3.2 (c) of the Agreement is hereby amended by replacing the
heading as "Pre-payment" and replacing the whole paragraph as "As soon
as the Purchaser has obtained the foreign investment approval from the
government, the Purchaser shall inject new capital into the Company to
finance its acquisition of the TCR Group with an aggregate amount of
One Hundred Nine Million Six Hundred and Eighty Thousand New Taiwan
Dollars (NT$109,680,000) by wire transfer in immediately available
funds to the account designated by the TCR Group Shareholders. The
Purchaser shall solely use the aggregate amount of NT$109,680,000 as
the prepaid purchase price for acquisition of the TCR Group. In any
event that the Sellers fail to acquire all shares of the TCR Group by
September 30, 2002, the total amount of NT$480,377,750 shall be
returned to the Purchaser."
2.4 Section 3.2 (I) (2), Section 3.2 (I) (3), Section 4.3 (b), Section 5.2
(c) and Section 5.2 (d) of the Agreement are hereby deleted.
3. Miscellaneous.
3.1 This Amendment may be executed in counterparts (which may be exchanged
by facsimile), each of which shall be deemed an original, but all of
which together shall constitute the same Amendment.
2
IN WITNESS WHEREOF, the parties hereto, with intent to be legally bound, have
caused this Amendment to be executed and delivered as of and effective the date
first above written.
By: /s/ Shu-Xxx Xxxxx
---------------------------------
Name: Shu-Xxx Xxxxx
Title:
G-MUSIC LIMITED
By: /s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title:
SELLERS
By: /s/ Shu-Xxx Xxxxx
---------------------------------
Name: Shu-Xxx Xxxxx
Title: Attorney-In-Fact
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