EXHIBIT 2.2
THE THOMSON CORPORATION DELAWARE INC.
May 14, 2007
SkillSoft Corporation
000 Xxxxxxxxxxxx Xxxx.
Xxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Stock and Asset Purchase Agreement, dated as of October
25, 2006, by and among SkillSoft Public Limited Company ("SPLC"), SkillSoft
Corporation ("SkillSoft Inc.", together with SPLC, "SkillSoft")), Thomson
Learning Inc. ("Thomson Learning"), Thomson Global Resources, T.N.H. France
SARL, T.N.H. Holdings GmbH, The Thomson Corporation (Australia) Pty Ltd and
Thomson Information & Solutions Limited (the "Purchase Agreement"). Capitalized
terms used but not defined herein shall have the meaning ascribed to them in the
Purchase Agreement.
For good and valuable consideration, The Thomson Corporation
Delaware Inc. ("Thomson") and SkillSoft hereby agree as follows:
1. In lieu of the Purchase Price adjustment set forth in section
Section 1.7 of the Purchase Agreement, including, among other
things, with respect to Audited 2005 Expenses that are greater than
$174,500,000 and less than or equal to $191,400,000 (the "Expense
Amount"), the Purchase Price shall be reduced by $15,262,430 (the
"Purchase Price Adjustment") for a Purchase Price of $269,737,570.
2. If the aggregate amount of the accounts receivable of the Business
outstanding as of the Closing Date shall not have been collected
during the period ending on the date (the "Measuring Date") that is
the earlier to occur of (i) twelve (12) months after the due date of
any such accounts receivable and (ii) six (6) months after the
Closing Date, and the aggregate amount of such uncollected accounts
receivable exceeds the amount reserved for uncollected accounts
receivable on the Final Closing Working Capital Statement ("Excess
Uncollected Receivables"), SkillSoft shall deliver notice to Thomson
of the amount of any Excess Uncollected Receivables, together with
support for SkillSoft's calculation of such amount ("Notice").
Within ten (10) days of Thomson's receipt of Notice, Thomson shall
pay to SkillSoft an amount equal to the amount of the Excess
Uncollected Receivables; provided, however, that the aggregate
payment for the Excess Uncollected Receivables (the "AR Payment")
shall not exceed $4,883,430 (the "Cap"). Notice may be given from
time to time and at any time until that date which is ten (10) days
after the date six (6) months after the Closing Date, so long as the
amount of Excess Uncollected Receivables demanded in any Notice
other than the final Notice is at least $2,000,000 and the amount
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demanded in the final Notice is the actual amount remaining, which
amount shall not exceed the amount remaining under the Cap.
3. SkillSoft agrees that except for the determination of the Final
Closing Working Capital Statement as set forth in Section 1.8 of the
Purchase Agreement, it shall have no claims with respect to any
Purchase Price adjustment or breach of the representations or
warranties set forth in Section 2.24 of the Purchase Agreement and
shall not have indemnification or any other claims relating to the
Expense Amount or any other items set forth in Section 1.7 of the
Purchase Agreement, accounts receivable of the Business or the
representations and warranties set forth in Section 2.24. Except for
the determination of the Final Closing Working Capital Statement as
set forth in Section 1.8 of the Purchase Agreement, the Purchase
Price Adjustment and any AR Payment described herein shall
constitute SkillSoft's full and exclusive remedy against Thomson,
the Sellers and their respective Affiliates with respect to the
Expense Amount and the adjustment of the Purchase Price pursuant to
Section 1.7, accounts receivable of the Business and the
representations and warranties set forth in Section 2.24.
4. This letter agreement may be executed by the Parties on one or more
counterparts, and all of such counterparts shall be deemed to
constitute one and the same instrument. This letter agreement may be
delivered by facsimile transmission of the relevant signature pages
hereof.
5. This letter agreement shall be governed by, and construed in
accordance with, the law of the State of New York applicable to
contracts to be fully performed therein.
6. Any term or provision of this letter agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction. If
the final judgment of a court of competent jurisdiction declares
that any term or provision hereof is invalid or unenforceable, the
Parties agree to negotiate in good faith to modify this letter
agreement so as to effect the original intent of the Parties as
closely as possible in an acceptable manner in order that the
transactions contemplated by this letter agreement are consummated
as originally contemplated to the greatest extent possible, and this
letter agreement shall be enforceable as so modified.
7. All disputes with respect to this letter agreement shall be resolved
in accordance with Section 12.11 of the Purchase Agreement.
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Please confirm your agreement with the foregoing by signing
below.
Yours truly,
THE THOMSON CORPORATION DELAWARE INC.
By: /s/ Xxxxxx A, Xxxx
Title: Assistant Secretary
ACCEPTED AND AGREED:
SKILLSOFT PUBLIC LIMITED COMPANY
By: /s/ Xxxxxx X. Nine, Jr.
Title: Chief Operating Officer
SKILLSOFT CORPORATION
By: /s/ Xxxxxx X. Nine, Jr.
Title:_Chief Operating Officer
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