AMENDMENT NO. 1
TO
ASSET PURCHASE AND CONTRIBUTION AGREEMENT
This Amendment No. 1 to Asset Purchase and Contribution
Agreement, dated as of November 27, 1995 ("Amendment No. 1"), is
made by and between IndeNet, Inc., a Delaware corporation (the
"Buyer"), and Killer Barn, Inc., a California corporation
formerly known as Channelmatic, Inc. (the "Seller").
WITNESSETH:
WHEREAS, the Seller and the Buyer have entered into that
Asset Purchase and Contribution Agreement, dated as of September
11, 1995 (the "Agreement"), pursuant to which the Seller has
agreed to sell a portion of its assets to the Buyer; and
WHEREAS, the Seller and the Buyer desire to amend certain
provisions of the Agreement as hereinafter provided;
AMENDMENT
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements hereinafter contained, the parties hereto do
hereby agree as follows:
1. Amendment to the Agreement. The Agreement is hereby
amended as follows:
(a) Section 2(e) of the Agreement is hereby amended in
its entirety to read as follows:
(e) Deliveries at Closing. At the Closing, the
Seller shall deliver to the Buyer the various certificates,
instruments, and documents referred to in Section 6(a)
below. At the Closing, the Buyer shall deliver to the
Seller: (i) its promissory note (the "Buyer Note") in the
form of Exhibit B attached hereto, in the aggregate
principal amount of Five Million Six Hundred and Two
Thousand Five Hundred U.S. Dollars ($5,602,500); (ii) the
Buyer Shares; and (iii) the various certificates,
instruments, and documents referred to in Section 6(b)
below.
(b) The following sentence is hereby added to the end
of Section 8(b) of the Agreement:
"In the event that, after the Closing Date, Buyer is unable
to refinance, restructure or replace the Credit Facility,
Buyer may, but is not required to, extend one or more loans
to Newco on terms substantially the same as are available at
such time to similar borrowers from third-party,
institutional lenders. In connection with extending such a
loan or loans to Newco, Buyer may require Newco to enter
into loan documents, including security agreements pursuant
to which Buyer obtains a first priority lien on the assets
on Newco, similar to the form of documents that a
third-party, institutional lender would require in
connection with such a loan.
The revised form of the Buyer Note referred to in the
amended paragraph 2(e) above is attached to this Amendment as
Attachment A.
(c) The term "Most Recent Balance Sheet" in the
Agreement shall mean the balance sheet of the Seller for the
period ended October 31, 1995.
(d) The term "Most Recent Financial Statements" in the
Agreement shall mean the financial statements of the Seller for
the period ending October 31, 1995. A copy of the financial
statements for the period ended October 31, 1995 is attached
hereto as Attachment B.
(e) The term "Most Recent Fiscal Month End" shall mean
October 31, 1995.
(f) The Acquired Assets are subject to a UCC-1 filed
in favor of Bank of Calfiornia on or about August 20, 1991, in
connection with a previous line of credit extended to Seller.
Seller represents and warrants that no amounts are owed to Bank
of California which are secured by this UCC-1 and Seller will
cooperate with Buyer in having the UCC-1 cancelled after Closing.
2. Closing. The parties agree that the Closing shall take
place at the offices of the Seller in Alpine, California
commencing at 10:00 a.m. local time on November 27, 1995.
3. Reference to Agreement. Unless the context requires
otherwise, every reference in the Agreement to the term "this
Agreement" shall be deemed to mean the Asset Purchase and
Contribution Agreement, as amended by this Amendment No. 1
thereto.
4. Full Force and Effect. Except as amended hereby, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers
thereunto duly authorized as of the date first above written.
The "BUYER"
INDENET, INC.
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: President
The "SELLER"
KILLER BARN, INC. (formerly
Channelmatic, Inc.)
a California corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President