AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
DATED AS OF APRIL 15, 1999
BETWEEN
XXXXXXX INC.
AND
XXXX WILEY & SONS, INC.
AMENDMENT NO. 1, dated as of May 10, 1999 (this "Amendment"), to the Asset
Purchase Agreement, dated as of April 15, 1999 (the "Asset Purchase Agreement"),
between Xxxxxxx Inc., a Delaware corporation ("Pearson"), and Xxxx Xxxxx & Sons,
Inc., a New York corporation ("Buyer"). Capitalized terms, unless otherwise
defined in the context of their first use, shall have the meanings given in the
Asset Purchase Agreement.
WHEREAS, Pearson and Buyer desire to amend the Asset Purchase Agreement in
certain respects to provide for, among other things, the retention by Pearson of
Xxxxxx-Xxxxxxx/Domosh, The Human Mosaic: A Thematic Introduction to Cultural
Geography, which was contemplated to be sold to Wiley pursuant to such Asset
Purchase Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Amendments to Asset Purchase Agreement.
(a) Section 2.1 of the Asset Purchase Agreement is hereby amended by
deleting the phrase "$59,300,000," and substituting therefor the
phrase "$58,094,000," in the third line thereof.
(b) Section 3.1 of the Asset Purchase Agreement is hereby amended and
restated in its entirety to be and to read as follows:
Section 3.1. Time and Place. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 at such time and on such date as Buyer and Pearson may
agree (the "Closing Date"), but in no event later than eight Business
Days following receipt of the approval described in Section 3.4(ii).
(c) The definition of "Final Transfer Date" in Section 11.2 of the Asset
Purchase Agreement is hereby amended and restated in its entirety to
be and to read as follows:
"Final Transfer Date" means May 21, 1999.
(d) The definition of "Inventory Target Amount" in Section 11.2 of the
Asset Purchase Agreement is hereby amended and restated in its
entirety to be and to read as follows:
"Inventory Target Amount" means $1,300,000 reduced by the value of all
Inventory (as of the Closing Date) that relates to a Title that is a
Retained Title after the Outside Consent Date, and further reduced by
the value (determined using the same policies, practices and estimates
described in Section 2.3) of all inventory (as of the Closing Date)
relating to Xxxxxx-Xxxxxxx/Domosh, The Human Mosaic: A Thematic
Introduction to Cultural Geography and its related ancillary materials
(collectively, the "Retained Geography Title"), including, but not
limited to, all assembled and salable inventory of the Retained
Geography Title, all free-with-order and sample materials, all
materials and supplies, and all work in process solely relating to the
Retained Geography Title and owned by any Seller or its Affiliates as
of the Closing Date.
(e) The definition of "Outside Consent Date" in Section 11.2 of the Asset
Purchase Agreement is hereby amended and restated in its entirety to
be and to read as follows:
"Outside Consent Date" means May 19, 1999.
(f) Schedules 1.1(a), 1.1(b), 2.2, 4.6, 4.13 and 6.12 to the Asset
Purchase Agreement are hereby deleted in their entirety and replaced
with the corresponding schedules attached hereto.
Section 2. Effect of Amendments. Except as and to the extent expressly
modified by this Amendment, the Asset Purchase Agreement shall remain
in full force and effect in all respects.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, and
for greater certainty, the provisions set forth in Section 12.9 of the
Asset Purchase Agreement are incorporated herein by reference and made
a part hereof.
Section 4. Counterparts. This Amendment may be executed simultaneously
in any number of counterparts, each of which will be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
XXXXXXX INC.
By:___________________________
Name:
Title:
XXXX XXXXX & SONS, INC.
By:___________________________
Name:
Title:
