EXHIBIT 10.28
FIRST AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT ("FIRST AMENDMENT") TO SECURITIES PURCHASE AGREEMENT
DATED OCTOBER 9, 1996, ("AGREEMENT") is entered into by and among Xxxxxx
International, Inc., a Delaware corporation ("Shareholder"), Marwit Capital
Company, L.P. ("Marwit") and New West Communications, Inc.
("Company").
RECITALS
A. Shareholder is prepared to consummate a Registered Public Offering
as that term is defined in the Agreement.
B. In order to consummate a Registered Public Offering, the parties
agree to enter into this First Amendment.
C. This First Amendment shall be effective and subject to Shareholder's
consummating a Registered Public Offering on or before April 1,
1998, or such other date as Marwit may in writing or consent to. If
a Registered Public Offering does not occur by April ____ 1998 this
First Amendment and the consents granted herein shall be null and
void witness Marwit extends in writing the date on which such
Registered Public Offering should close.
1. AMENDMENT TO SECTION 7.4. Section 7.4 of the Agreement is hereby
amended to add the following provision:
(xvii) incur any debt other than a revolving line of credit of up to a
maximum of Three Million Dollars (3,000,000).
2. PUT OF CONVERSION COMMON STOCK. If Shareholder completes a Registered
Public Offering, the Agreement shall be hereby amended to delete Section 7.9
entitled "Put of Conversion Common Stock" in its entirety.
3. DELIVERY OF AMENDED NOTE. That certain Senior Subordinated Promissory
Note in the amount of One Million Two Hundred Fifty Thousand Dollars
($1,250,000) dated October 9, 1996, ("Original Note") delivered in conjunction
with the Agreement shall have been amended and restated and Company shall have
executed and delivered to Marwit an Amended and Restated Senior Subordinated
Note ("Replacement Note") in exchange for Marwit's delivery of the original
Note. Company and Shareholder represent and warrant that the Replacement Note
has been duly authorized by all corporate action.
4. FULL FORCE AND EFFECT. Except as so amended, the Agreement shall remain
in full force and effect.
5. COUNTERPARTS. This First Amendment may be executed in two or more
identical counterparts, each of which when taken together shall constitute one
and the same agreement.
6. FEES. All fees and expenses of Marwit's counsel in conjunction with
this First Amendment shall be paid by Company and Shareholder.
IN WITNESS WHEREOF, the parities have executed this First Amendment on
January _____, 1998.
XXXXXX INTERNATIONAL, INC.
By:
Its:
NEW WEST COMMUNICATIONS, INC.
By:
Its:
MARWIT CAPITAL COMPANY, L.P.
By: Marwit Associates, Inc.
Its: General Partner
By:
Its:
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