AMENDMENT NO. 1
TO
AMENDED AND RESTATED
TRADEMARK LICENSE AGREEMENT
Amendment No. 1 , dated as of __________, 1999, between Xxxxxx & Xxxxx
College Bookstores, Inc., a New York corporation having an office located at 00
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Licensor"), and xxxxxxxxxxxxxx.xxx
llc, a Delaware limited liability company having an office located at 00 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Licensee"), amending that certain
Amended and Restated Trademark License Agreement dated as of October 31, 1998,
by and among Licensor, Licensee and xxxxxxxxxxxxxx.xxx inc. (formerly known as
Xxxxxx & Noble 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, Licensor, Licensee and Online have entered into the Original
Agreement;
WHEREAS, the Original Agreement may be amended upon written consent of
Licensor and Licensee; and
WHEREAS, Licensor and Licensee 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 third "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 "BN Managers" in Section 1 of the Original Agreement is
hereby deleted and replaced by the phrase "BN Directors".
(c) Section 2(a) of the Original Agreement is hereby deleted and
replaced in its entirety by the following language:
"2. Term; Effects of Termination. (a) The term of this Agreement (the
"Term") shall commence on the date hereof and shall continue until terminated as
provided herein. Licensor may terminate this Agreement, on prior written notice
to Licensee: (i) if
Licensee is in default of the terms of this Agreement and such default continues
for more than thirty (30) days after written notice thereof to Licensee; (ii) if
Licensee files a petition in bankruptcy or is adjudicated a bankrupt or
insolvent, or makes an assignment for the benefit of creditors, or an
arrangement pursuant to any bankruptcy law, or if Licensee discontinues or
dissolves its business or if a receiver is appointed for Licensee or for
Licensee's business and such receiver is not discharged within 30 days; or (iii)
at any time beginning one year after a transfer by BAG (or any successor in
interest) of any of its Membership Units to any third party deriving more than
50% of its revenue from book sales at the time of the transfer."
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.
XXXXXX & XXXXX COLLEGE
BOOKSTORES, INC.
By:________________________
Name:
Title:
xxxxxxxxxxxxxx.xxx llc
By:________________________
Name:
Title:
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