AMENDMENT No. 2 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, relating to the purchase and sale of certain assets,
as amended by Amendment No. 1 dated as of even date herewith (as so amended, the
"Purchase Agreement").
WHEREAS, Buyer and Seller wish to amend further the Purchase 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 1.4(a) is amended by deleting clause (iv) of said section in its
entirety and the phrase "provided, however, that the Buyer shall satisfy the
Simon & Xxxxxxxx Commitment regardless of the date on which it is by its stated
terms required to be performed" from the last sentence of said section.
2. Seller acknowledges that it has satisfied its unpaid advance commitment
to Simon & Xxxxxxxx in the amount of $500,000 (the "Simon & Xxxxxxxx
Committment").
3. Section 1.4(b) is amended by deleting the phrase "except for the Simon &
Xxxxxxxx Commitment (which shall be Buyer's obligation)," from clause (vi) of
said section as well as the phrase "(except for Buyer's obligations to partially
reimburse Seller in respect of the March/April 1999 Mailing (as defined in
Section 3.23 hereof)" from clause (vii) of said section.
4. Section 3.22 is deleted in its entirety.
5. Section 3.23 is deleted in its entirety.
Except as set forth herein, the terms and conditions of the Purchase
Agreement are hereby ratified and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned hereby execute 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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