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Exhibit 10.14
AMENDMENT NO. 1
TO
SUPPLY AGREEMENT
Amendment No. 1, dated as of May 28, 1999, between Barnes & Noble,
Inc., a Delaware corporation having an office located at 122 Fifth Avenue, New
York, New York 10011 ("B&N"), and barnesandnoble.com llc, a Delaware limited
liability company having an office located at 76 Ninth Avenue, 11th Floor, New
York, New York 10011 (the "LLC"), amending that certain Supply Agreement dated
as of October 31, 1998, by and between B&N and the LLC (the "Original
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Original Agreement.
WHEREAS, B&N and the LLC, having previously entered into the
Original Agreement, 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. Paragraph 4 of the
Original Agreement is hereby deleted and replaced in its entirety by the
following language:
"4. Termination. (a) The LLC, upon approval of a majority of
the USO Directors, may terminate this Agreement on thirty (30) days' prior
written notice to B&N.
(b) B&N may terminate this Agreement under any of the
following circumstances:
(i) the LLC is in default of the terms of
this Agreement and such default continues for more than thirty
(30) days after written notice thereof to the LLC;
(ii) B&N or the LLC shall (A) apply for or
consent to the appointment of, or the taking possession by, a
receiver, custodian, trustee, examiner, liquidator or the like
of itself or of all or any substantial part of its property,
(B) make a general assignment for the benefit of its
creditors, (C) commence a voluntary case under the Federal
Bankruptcy Code of 1978, as amended, or (D) file a petition as
a debtor seeking to take advantage of any other law relating
to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding-up, or composition or
readjustment of its debts;
(iii) a proceeding or case shall be
commenced against any of B&N or the LLC, without such party's
application or consent, seeking (A) its reorganization,
liquidation, dissolution, arrangement or winding-up, or the
composition or readjustment of its debts, (B) the appointment
of a receiver, custodian, trustee, examiner or liquidator or
the like of such party or of all or any
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substantial part of its property, or (C) similar relief in
respect of such party under any law relating to bankruptcy,
insolvency, reorganization, liquidation, dissolution,
arrangement or winding-up, or composition or adjustment of
debts, and such proceeding or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of
the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 or more days; or
(iv) at any time after June 1, 2004, if BAG
or any of its Affiliates shall have effected a permitted
transfer to any third party pursuant to the LLC Agreement or
if either B&N or BAG owns less than 15% of the outstanding
Membership Units."
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.
BARNES & NOBLE, INC.
By: /s/ Leonard Riggio
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Name: Leonard Riggio
Title: Chairman
barnesandnoble.com llc
By: /s/ Jonathan Bulkeley
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Name: Jonathan Bulkeley
Title: CEO
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