Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01566-KAJ Document 20-24 Filed 01/20/2006 Page 1 0f4

Case 1 :04-cv-01566-KAJ Document 20-24 Filed O1/20/2006 Page 2 of 4
‘`‘’‘‘‘‘·‘ ' ‘’‘`'” rmrran srimes aaivrcauvrcw comm
DISTRICT OF DELAWARE
-mx
In re: )
) Chapter 11
A.B. DICK COMPANY., et an'., ) Case Nos. 0442002 (JLP)
) (Jointly Administered) `
)
Debtors. )
-.-·-..... X
NOTICE OF FILING OF FIRST AMENDMENT
TO ASSET PURCHASE AGREEMENT
Please take notice that Presstek, Inc., by and thmegh its undersigned cotmsel, has
filed First Amendment te Asset Purchase Agreement with the Court on January 6, 2005.
Datd: January 6, 2005 MONZACK ANI) MONACO, PA.
____/s/ Francis A. Monaco, Jr.
Francis A. Monaco, Ir., Esq. (#2078)
Joseph J. Bodnar, Esq. (#25E2) _`
_ 1201 Orange Street, Ste. 400
Wilmington, DE 19801
(302) 65643162
McDERMO'IT WILL & EMCERY LLP
Stephen B. Selbst
¤ Lawrence Slattery
Gary Revert
50 Rockefeller Plaza _
New York, New York l0020
(212) 547-5400
Of Counsel
Aitomeys for Presstek Inc.
39729
_ A- 0764

Case 1 :04-cv-01566-KAJ Document 20-24 Filed O1/20/2006 Page 3 0f 4
=·= FIRST AMENDMQENT T0
ASSET PURCHASE AGREEIVIENT
This First Amendment to Asset Purchase Agreement (this "L4mcndmenr") is entered
effective as of' the _____ day of August, 2004, by and among Presstek, Inc., a Delaware corporation
(‘Tlati:mm"), Silver Acquisitions Corp., E1 Delaware corporation (‘T’urchaser"), Paragon
Corporate Holdings, Inch, a Delaware corporation (‘?’arem"’), AB, Dick Company, a Delaware
corporation and a whoIly—owned subsidiary of Parent (‘1S'eIIer"), ALB. Dick Company of Canada,
Ltd", a Canada corporation and wlmllymwmed subsidiary of Seller ("Ca1·md¤ .S'ub") and
Interactive Media Group, Inc., an Ohio corporation and a wheily-owned subsidiary of Parent
("LMG ” and together with Canada Sub and Seller, the ‘SeI!ers")” Platinum, Purchaser, Parent
and the Sellers may be referred to herein individually as a ‘$Partf’ or collectively as the
‘TartiesJ’
RECITALS
WHEREAS, the Paxties entered into a certain Asset Purchase Agreement dated July 13,
2004, (the “Assezt Purchase Agreement"); and
WHEREAS, Section I3.3 of the Asset Purchase Agreement provides that it may be
amended in a writing simed by the Parties to be bound.
$ NOW, THEREFORE, iu order to induce the Parties to consummate the transactions
contemplated by the Asset Purchase Apeemeut, and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by all Panties hereto, the Parties agree as
follows:
L Section 8.3 of the Asset Purchase Agreement is hereby deleted in its entirety and
such provision shall have no tizrther force and effect;
2. Section 10.12 of the Asset Purchase Agreement is hereby deleted in its entirety
and replaced with the following:
v "10<.12 Accounts Receivable and Inveutogy. (i) At the Eifecijve Time, the sum of
accounts receivable amd inventory, less deferred revenue, of Seller and Canada Sub shatl
be at least $22,700,000 on :1 cumulative basis, and (ii) Limited sha}! have $5,400,000 iu
net assets (including the intercompsmy payable due Seller of $1,600,000), in each ease
measured in accordance with GAAP. 111 detemunjng the amount of inventory for
pmposes of the calculations under this Section 10..12, the Parties agree that Seller is
permitted to include prepaid inventory to the extent that such pre-paid inventory (A)
does not exceed $2.5 million in the aggregate and (B) is scheduled to be delivered no
later than November 30, 2004."
3. Except as explicitly set forth iu. this Amendment, the Parties hereby reafiirm the
Asset Purchase Agreement in its entiretyn
_ A— 0765

Case 1:04-cv-01566-KAJ Document 20-24 Filed 01/20/2006 Page 4 of 4
4.. The validity of this Amendment, the construction of its terms and the
interpretation and enforcement ofthe rights and duties of the Parties of` this Amendment will be
exclusively governed by and construed in accordance with the internal laws of the State of New
York as applied to agreements entered into solely between residents of and to be performed
entirely in the State of New York, without reference to that body of law relating to conflicts of
law or choice of law.
5, This Amendment may be executed in counterparts, each of which will be an
original as regards any Party whose name appears thereon and all of which together will
constitute one and the same instnnnent. This Amendment will become binding when one or
more counterparts hereoi individually or taken together, bear the signatures of all the Parties
reflected hereotz as signatories.
IN WITNESS WIJEREOF, the Parties hereto have executed this Amendment as of the
date first written above.
PRESSTEK, INC. PARAGON CORPORATE HOLDINGS,
INC.
By: /s/ Edward J. Marino
Name: Edward J. Marino By: Isl Jeffrey S. Herden
Title: President and CEO Name: Jeffrey S. Herden
Title: Secretary
SILVER ACQUISITIONS CORP, A.B. DICK COMPANY 0
By: /s/ Edward J. Marino By: fs! Steghen S. Gray
Name: Edward I. Marino Name: Stephen S. Gray
Title: President and CEO Title: CRO y
A.B. DICK. COMPANY OF CANADA, LTD.
° A By: Gerry Welstead
Name: Gerry Wetstead
Title: Contoiler
1NI`ER.AC’1`IVE MEDIA GROUP, INC.
· By: fsf Jeiirey S. I-Ierden
Name: Jeffrey S. Herden
Title: Secretary
Dm IZ24836 Ver2
A- 0766