Exhibit
10.48.2


SECOND AMENDMENT TO


RETAIL
MAGAZINE SUPPLY AGREEMENT


This Second Amendment to Retail Magazine Supply Agreement (the “Second
Amendment”) is made and entered into as of April 6, 2007 by and between Barnes
& Noble, Inc., 122 Fifth Avenue, New York, New York 10011 (“B&N”) and
International Periodical Distributors, Inc., a wholly-owned subsidiary of
Source Interlink Companies, Inc., 27500 Riverview Center Blvd., Suite 400,
Bonita Springs, Florida 34134 (“IPD”).


NOW
THEREFORE, for good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


1.             Reference to and Effect on Agreement.   Subject
to the terms hereof and except as specifically modified hereby, the Retail
Magazine Supply Agreement dated as of August 6, 2004 between B&N and IPD
(the “Agreement”) as amended by that First Amendment to Retail Supply Agreement
dated as of April 1, 2006 (the “First Amendment”) (the Agreement and the First
Amendment shall hereinafter be collectively referred to as the “Agreement”)
shall remain in full force and effect. 
The execution, delivery and effectiveness of this Second Amendment shall
not operate as a waiver of any right, power or remedy of either party hereto,
or constitute a waiver or amendment of any provision of the Agreement, except
as set forth herein.  This Second
Amendment shall be effective for Publications with “off-sale” dates after
October 31, 2006.


2.             Clause 6 Amended.


Clause 6 of the First Amendment is hereby deleted in its entirety and the
following is substituted in lieu thereof:


6.  Returns Processing.  During the Term, IPD as outlined in the 2nd Amendment, through its ACME division, shall
pick up full copy returns of all unsold magazines of all B&N magazine
distributors, on a timetable to be mutually agreed upon by IPD and
B&N.  IPD shall process returns by
either (i) count (for those stores as agreed by the parties hereto) or (ii)
calculation based on scanned sales data. 
IPD shall also pick up stripped mass market paperback bodies from all
B&N stores.  In the instance of
returns calculations with respect to the unsold magazines, such calculations
shall be made on the basis of the number of invoiced copies less scanned sales
copies, and shall be performed by title and issue, after a mutually agreed upon
(by the parties hereto) number of days following the “off-sale” date of that
title.  Until March 31, 2010, but only
for so long as B&N’s magazine distributor does not also process returns,
Acme shall have the exclusive right to process magazine returns on behalf of
all B&N magazine distributors at a unit price of [***] only on the counted
portion of those returns.  The
exclusivity set forth in the foregoing sentence shall apply only so long as IPD
continues to supply magazines to B&N and B&N shall have no obligation
to use ACME as its exclusive returns processor if IPD ceases to supply magazines
to B&N (through termination of this Agreement or otherwise).


3.             Exhibit A Amended.


Clause B to Exhibit A to the Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:


B.  Payment Terms


All periodicals sold shall be scanned at the point of
sale.  B&N shall cause its sales
systems to record the sale of the periodicals upon the product being scanned at
the point of sale.  B&N will transmit daily scan sales of the
Publications by the next business day following such sale.  The sales data transmitted will include unit
sales, UPC code, store identification, and sales date information.  IPD shall generate and send to B&N
invoices with respect to each seven
calendar day period ending at the close of business on Tuesday of each week of
the Term of this Agreement based
on daily scan data submitted by B&N. 
Such invoices shall be sent to B&N, together with an electronic
remittance report for such period. 
Invoices for periodicals sold by B&N shall be paid by B&N, by
check, not later than the second Friday following the issuance of such invoice.   IPD will pay the freight for shipments to
B&N.


4.             Exhibit C Amended


The text in
Exhibit C shall be deleted in its entirety and replaced with the following:
[Intentionally Omitted].













IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed and delivered by their duly
authorized representatives as of the day and year first written above.


	
  INTERNATIONAL PERIODICAL

  	
  BARNES & NOBLE, INC.

  
	
  DISTRIBUTORS,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Jason S.
  Flegel

  	
   

  	
  By:

  	
  /s/Jaime Carey

  	
   

  
	
  Name:

  	
  Jason S. Flegel

  	
   

  	
  Name:

  	
  Jaime Carey

  	
   

  
	
  Title:

  	
  Executive Vice
  President

  	
   

  	
  Title:

  	
  VP, Newsstand

  	
   

  
										



 






[***]  indicates
material which been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the Commission.