AMENDMENT NO. 1
TO
AMENDED AND RESTATED
SERVICES AGREEMENT
Amendment No. 1, dated as of ___________, 1999, between Marboro Books
Corp., a New York corporation having an office located at Xxx Xxxx Xxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000 ("Marboro"), and xxxxxxxxxxxxxx.xxx llc, a Delaware
limited liability company having an office located at 00 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "LLC"), amending that certain Amended and
Restated Services Agreement dated as of October 31, 1998, by and among Marboro,
the LLC and xxxxxxxxxxxxxx.xxx inc. (formerly known as Xxxxxx & Xxxxx Online,
Inc.) ("Online") (the "Original Agreement"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Original Agreement.
WHEREAS, Marboro, the LLC and Online have entered into the
Original Agreement;
WHEREAS, the Original Agreement may be amended upon written
consent of Marboro and the LLC;
WHEREAS, Marboro and the LLC wish to amend the Original
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendments to Original Agreement.
(a) The second "Whereas" clause of the Original
Agreement is hereby amended by adding the phrase "as the same may be amended,
modified or supplemented from time to time," immediately before the words "the
"LLC Agreement" in the fourth line thereof.
(b) The phrase "Section 4.7(a) of the LLC Agreement"
in each of Sections 6(a) and 6(c)(i) of the Original Agreement is hereby
deleted and replaced in its entirety by the phrase "Section 3.1(d)(i) of the
By-laws of xxxxxxxxxxxxxx.xxx inc."
(c) The phrase "a Membership Interest of at least
10% of the outstanding Membership Interests" in Section 6(c) of the Original
Agreement is deleted and replaced in its entirety by the phrase "Membership
Units constituting at least 10% of the then outstanding Membership Units".
(d) Section 6(c)(ii)(B) of the Original Agreement is
hereby deleted and replaced in its entirety by the following language:
"(B) the LLC is in default of the terms of
this Agreement and such default continues for more
than thirty (30) days after written notice thereof
to the LLC;"
2. Original Agreement in Full Force and Effect. Except as
herein expressly amended, all of the provisions of the Original Agreement
remain unchanged and in full force and effect.
3. References in Original Agreement. From and after the date
hereof, all references in the Original Agreement to "this Agreement," "hereof,"
"herein," or similar terms, shall mean and refer to the Original Agreement as
amended by this Amendment.
4. Governing Law. This Amendment shall be construed and
interpreted according to the laws of the State of New York, without regard to
the conflicts of law rules thereof.
5. Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
MARBORO BOOKS CORP.
By:________________________
Name:
Title:
xxxxxxxxxxxxxx.xxx llc
By:________________________
Name:
Title:
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