EXHIBIT 10(B)
AMENDMENTS TO ASSET PURCHASE AGREEMENT
THIS AGREEMENT made this 26th of March, 1999, by and between BLOWOUT
ENTERTAINMENT, INC., a Delaware corporation, whose address is One Airport
Center, 2nd Floor, 0000 X.X. Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxx 00000
("Seller"), and M.G.A., INC., a Delaware corporation, whose address is 000
X. Xxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 ("Purchaser").
1. The Asset Purchase Agreement ("Agreement"), dated as of March 22,
1999, between the Seller and the Purchaser, is here amended as follows:
A. Section 3.2.2.2 is hereby amended to read: The maker of such
bid must execute an asset purchase agreement essentially identical to the
Agreement, except that the bid must provide for a purchase price equal to
the Purchase Price set forth in Section 2.1 hereof, plus an additional
$200,000.
B. Section 3.2.5 is hereby amended to read:
Any counterbid in the bidding process over the initial
counterbid must be at least $100,000 higher than the prior bid or
counterbid. All subsequent counterbids will be at least $100,000 higher
than any prior bid or counterbid.
C. Subsection 3.3.1.1 shall be added, immediately below
3.3.1, as follows:
Notwithstanding the foregoing, the Seller shall be entitled to
advertise in the Wall Street Journal national edition, in substance and
effect, that the assets to be sold pursuant to the Agreement will be sold
at a public sale on a specified hearing date at a specified location under
the supervision of the United States Bankruptcy Court in Wilmington,
Delaware, for $2,400,000 cash, subject to bidding procedures that may be
summarized in such advertisement. Said advertisement will be published in
one issue.
2. Except as thus amended, the Agreement remains in full force and
effect in accordance with the terms set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PURCHASER:
ATTEST M.G.A., INC.
/S/ S. PAGE XXXX By: /S/ XXXXX XXX
Its SECRETARY Its CHIEF FINANCIAL OFFICER
SELLER:
ATTEST BLOWOUT ENTERTAINMENT, INC.
/S/ XXXXXX X. XXXXXXXXX By: /S/ XXXXX XXXXX
Its CHIEF FINANCIAL Its PRESIDENT
OFFICER