AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Agreement, dated as of June 11, 1999, by and between Doubleday Direct, Inc.
("Seller"), a New York corporation, and ABD Acquisition Corp. ("Buyer"), a
Delaware corporation.
W I T N E S S E T H:
WHEREAS, Buyer and Seller have entered into an Asset Purchase Agreement
dated as of March 18, 1999 (the "Purchase Agreement") relating to the purchase
and sale of certain assets.
WHEREAS, Buyer and Seller wish to amend said Agreement in the manner set
forth herein. All capitalized terms used herein and not otherwise defined in
this Agreement shall have the meaning ascribed to them in the Purchase
Agreement.
NOW, THEREFORE, in consideration of and in reliance upon the covenants,
conditions, representations and warranties herein contained, the parties hereto
hereby agree as follows:
1. Section 1.2 is hereby amended by deleting paragraph (iii) of said
section.
2. Section 1.5 is amended by deleting the phrase: "$21,000,000" in the
first sentence and replacing it with "$18,615,000".
3. Section 1.6(a) is deleted in its entirety.
4. Section 2.2 is amended by deleting the phrase $21 million in the first
sentence and replacing it with $18.615 million.
5. Section 2.3(h) is deleted in its entirety.
6. Section 3.7 is amended by deleting the phrase "4.6.A ("Inventory") in
the first sentence of said Section.
7. Section 3.9 is amended by changing the word Buyer to Seller and by
adding the following phrase to the end of
said Section: "(other than inventory to be purchased pursuant to the Inventory
Purchase Order dated of even date herewith, as to which any such liens, pledges,
security interests, claims, charges and encumbrances shall be discharged, paid
or satisfied by Seller prior to any purchase by Buyer)".
8. Section 4.6 is deleted in its entirety.
9. Except as set forth herein, the terms and conditions of the Asset
Purchase Agreement are hereby ratified and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned hereby executes this Agreement as of
the date first above written.
DOUBLEDAY DIRECT, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: S.V.P., Human Res./Admin.
ABD ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Co-CEO
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