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EXHIBIT 10.13
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
(PERTAINING TO THE SIERRA PRESS, INC.)
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the
"Agreement") is entered into and shall be effective as of the 2nd day of
January, 1997, by and among PANORAMA INTERNATIONAL PRODUCTIONS, INC., a
Delaware corporation, TELLURIAN PRESS, INC., a California corporation doing
business as Sierra Press, Inc., GOLD LEAF PROPERTIES, INC., a Delaware
corporation, formerly known as Sierra Press, Inc., and XXXXX X. XXXXXX, XX.,
XXXX XXXXXX AND XXXXXXX X. XXXXXXXX.
WHEREAS, the parties hereto entered into an Asset Purchase
Agreement, dated as of June 18, 1995 (the "Purchase Agreement");
WHEREAS, the parties hereto wish to change the terms of the
payment of the Purchase Price.
NOW, THEREFORE, in consideration of the foregoing premises,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Except as otherwise provided herein,
all defined terms used herein shall have the respective meanings described to
them in the Purchase Agreement.
2. Amendment to Purchase Agreement. Section 3(A) of the
Purchase Agreement is hereby amended to read in its entirety as follows:
"A. Stock Consideration. In consideration for its
purchase of the Assets and in addition to its assumption or retention
of the Assumed Liabilities (as applicable), the Company shall issue to
Sierra or its designees an aggregate of 636,306 shares of Company
Common Stock (the "Purchase Price"), payable as follows:
(i) 336,306 upon Closing; and
(ii) 300,000 on January 2, 1997."
3. Miscellaneous.
(a) This Agreement shall be binding and inure to
the benefit of each of the parties hereto and their respective heirs,
successors and assigns.
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(b) This Agreement may be executed in one or more
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(c) In the event that any provision of this
Agreement or the Purchase Agreement shall be held to be invalid or
unenforceable, the same shall not affect in any respect whatsoever the validity
or unenforceability of the remainder of this Agreement or the Purchase
Agreement.
(d) The headings in this Agreement are for
reference purposes only and shall not constitute a part hereof.
4. Effective Agreement. Except as amended herein, the
Purchase Agreement and its terms shall continue to be effective binding and
shall not otherwise be amended or superseded by the terms hereof.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date set forth above.
PANORAMA INTERNATIONAL PRODUCTIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Chairman
TELLURIAN PRESS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chairman
GOLD LEAF PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Names: Xxxxx X. Xxxxxx, Xx.
Title:
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/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
/s/ Xxxxx X. Xxxxxx, Xx.
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XXXXX X. XXXXXX, XX.
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
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