FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (this "Amendment"), dated
as of September 30, 1996, amends that certain Asset Purchase Agreement (the
"Agreement"), dated as of August 15, 1996, by and between BrightView
Communications Group, Inc., a Delaware corporation ("Buyer"), and Xxxxxxxx
Publishing Company, a California corporation ("Seller"). Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Agreement.
RECITALS
WHEREAS, Buyer and Seller desire to amend the Agreement to reflect certain
changes; and
WHEREAS, Section 15.1 of the Agreement requires that any amendment of the
Agreement be executed in writing by both parties; and
WHEREAS, effective as of the Closing, (i) Buyer will assign to Xxxxxxxx
Holdings, L.L.C., a Delaware limited liability company ("Holdings"), all of
Buyer's rights under the Agreement and (ii) Holdings will assign all such rights
to Xxxxxxxx Publishing Company, L.L.C., a Delaware limited liability company
("Operating Company"); and
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, Buyer and Seller agree as follows:
SECTION 1. AMENDMENTS TO AGREEMENT.
1.1 Section 6.7(a) of the Agreement is hereby amended so that the
following clause is added to end of such Section:
"provided further that notwithstanding any provision to the contrary in the
Seller Profit Sharing Plan, any Retained Employee so terminated prior to
the end of the 1996 Plan Year shall be entitled to any contributions to
which the Retained Employee otherwise would have been entitled under the
Seller Profit Sharing Plan had the Retained Employee remained employed by
Buyer through the end of the 1996 Plan Year (as defined in the Seller
Profit Sharing Plan)."
1.2 Section 6.7(f) of the Agreement is hereby amended by deleting the
second sentence thereof.
1.3 Section 12.3 of the Agreement is hereby amended so that there are no
brackets surrounding the phrase "including those as to which Buyer is named an
additional insured pursuant to Section 5.6."
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective immediately upon its execution.
SECTION 3. SURVIVAL OF ASSET PURCHASE AGREEMENT. Except as otherwise
amended herein, the Agreement shall remain in full force and effect pursuant to
the terms and conditions set forth therein.
SECTION 4. MISCELLANEOUS.
4.1 EXECUTION IN COUNTERPARTS. This Amendment may be executed in multiple
counterparts in accordance with Section 15.7 of the Agreement.
4.2 HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
4.3 GOVERNING LAW. This Amendment shall be construed according to the
laws of the State of California as more fully set forth in Section 15.4 of the
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
BUYER:
BRIGHTVIEW COMMUNICATIONS GROUP, INC.,
a Delaware corporation
By: ______________________________
Its: _________________________
SELLER:
XXXXXXXX PUBLISHING COMPANY,
a California corporation
By: ______________________________
Its: _________________________
HOLDINGS:
XXXXXXXX HOLDINGS, L.L.C.,
a Delaware limited liability company
By: ________________________________
Its: ___________________________
OPERATING COMPANY:
XXXXXXXX PUBLISHING COMPANY, L.L.C.,
a Delaware limited liability company
By: _________________________________
Its: ____________________________
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