1
Exhibit 2.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 to Asset Purchase Agreement (the "Agreement") is entered
into as of October 19, 2000 by and among Student Advantage, Inc., a Delaware
corporation or its designee (the "Buyer"), and XxxxxxxXxxx.xxx, Inc., Campus 24,
Inc. and XxxxxxxXxxxxxx.xxx, Inc., debtors and debtors in possession in the
Chapter 11 case no. 00-08305-A11 pending in the United States Bankruptcy Court
for the Southern District of California (the "Sellers"). Reference is made to
that certain Asset Purchase Agreement by and among the Buyer and the Sellers
dated August 21, 2000 (the "Purchase Agreement"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Purchase Agreement.
W I T N E S S E T H:
WHEREAS, in order to reflect certain adjustments to the Purchase price arising
out of the fact that the Seller has not been assigned certain contracts with
Sony Corporation of America and affiliates, and to reflect certain compromises
regarding issues concerning contracts with The National Broadcasting Company and
Oracle Corporation, as well as the Buyer agreeing to waive certain closing
conditions to enable the immediate closing of the transactions under the
Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and undertakings herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Buyer and the Sellers agree as follow:
1. Section 1.3(a) of the Purchase Agreement is hereby modified by
deleting the number $7,000,000" and replacing it with the number "$7,666,667".
2. Section 1.3(b) of the Purchase Agreement is modified by (i) deleting
the number "1,516,667" and replacing it with the number "1,324,994", and (ii) by
deleting the number "$13,000,000" and replacing it with the number
"$11,356,524".
3. Section 5.1 of the Purchase Agreement is hereby deleted in its
entirety and replaced with the following:
"5.1 CONDITIONS TO OBLIGATIONS OF THE BUYER. The obligation of the
Buyer to consummate the transactions to be performed by it in connection with
the Closing is subject to the satisfaction or waiver by the Buyer of the
following conditions:
(a) the sale of the Acquired Assets by the Sellers to the
Buyer as contemplated by this Agreement shall have been approved by the
Bankruptcy Court pursuant to the Approval Order, which shall be in full force
and effect, and not stayed, modified, vacated, amended or revoked;
(b) the assumption and assignment by the Sellers of the
Assigned Contracts and Leases to the Buyer shall have been authorized and
approved by an order of the Bankruptcy
2
Court which order shall be in full force and effect without any modification or
amendment, as of the Closing Date;
(c) the Sellers shall have provided the Buyer with any and all
modifications to the Schedules to the Purchase Agreement in accordance with this
Agreement;
(d) the Sellers shall have entered into the Escrow Agreement;
(e) between October 19, 2000 and the Closing Date, no force
majeure or similar catastrophic event shall have occurred with respect to the
Acquired Assets;
(f) the Sellers shall have entered into and delivered to the
Buyer, the Lock-Up Agreement; and
(g) Each of the Sellers shall have executed and delivered to
the Buyer an Investment Representation Letter in the form reasonably
satisfactory to the Buyer and the Sellers and the Buyer shall have no reason to
believe that the statements set forth therein and in Section 2.18 hereof are not
true and shall be reasonably satisfied that the issuance and sale of the Shares
is exempt from the registration requirements of the Securities Act."
4. Except as specifically modified hereby, the Purchase Agreement
remains in full force and effect.
5. In the event of any conflicts between the terms of this Agreement
and the terms in the Purchase Agreement shall be resolved in favor of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.
XXXXXXXXXXX.XXX, INC.
CAMPUS 24, INC.
XXXXXXXXXXXXXX.XXX, INC.,
Debtors and Debtors in Possession
By their counsel,
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx, Esq.
STUDENT ADVANTAGE, INC.
By its counsel,
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxx, Esq.
- 2 -
