Exhibit 10(a)
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Second Amendment dated April 23, 1997 to Agreement made as of December
16, 1996 (as amended to date, the "Agreement") between West Coast
Entertainment Corporation, a Delaware corporation with its principal office
at Xxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx 413 & Doublewoods Road, Newtown, PA
19047-2313 (the "Buyer"), and Choices Entertainment Corporation, a Delaware
corporation with its principal office at 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Seller").
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Seller and the Buyer hereby agree to amend the
Agreement as follows:
1. The last two sentences of Section 1.6 of the Agreement are hereby
amended to read in their entirety as follows:
"As used herein, "Termination Date" shall mean the earlier to occur of
(x) the date which is 30 days after the date of closing of a public
offering or private placement of Buyer's debt or equity securities to
third parties, resulting in gross proceeds to the Buyer in an amount
sufficient to enable the Buyer to consummate the transactions
contemplated hereby and certain additional acquisitions (the
"Offering"), and (y) May 31, 1997. The Buyer hereby covenants and
agrees to use commercially reasonable efforts to consummate the
Offering on or before May 31, 1997."
2. In all other respects, the Agreement is hereby ratified and confirmed.
IN WITNESS WHEREOF, this Second Amendment is hereby executed as of the date
set forth above.
CHOICES ENTERTAINMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Title: President
WEST COAST ENTERTAINMENT CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Title:Chief Financial Officer
