1
Schedule I
to Asset Purchase Agreement
between West Coast Entertainment Corporation and
the Sellers and Principals Identified Below
Section of Agreement
in Which Item is
Referenced Item
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Recital Name, Address and Principal Office of Each Seller:
Xxxxxx XxXxxx
Broad & Park Video, Inc.
c/o Bristol Environmental, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Recital Principals: Xxxxxx X. XxXxxx, III
Xxxxxxx X. Xxxxxxxx
1.1(a)(ix) Trade Names: West Coast Video
1.1(c) Retail Video Store:
2
Total Number of Stores: one
West Coast Video
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Owner: Broad & Park Video, Inc.
1.3(a) Purchase Price: $425,000
1.3(b) Cash Percentage: 60% ($255,000)
1.3(c) "Net Operating Cash Flow" shall be equal to (i) the pre-tax income from
the Stores for the 12-month period ending on July 31, 1996, plus (ii) all
debt-related interest expense for the Stores and depreciation and
amortization expenses for the Stores for such 12-month period, plus (iii)
all royalty expenses (if any if expensed) attributable to such stores
during such 12-month period, plus (iv) Seller related expenses less (v)
all rental product purchases for the Stores during such 12-month period
(including revenue sharing expenses if not previously expensed), less
(vi) all earned income interest for such 12-month period; with such
components of Net Operating Cash Flow determined in accordance with
generally accepted accounting principles applied consistently with the
Sellers' past practices.
1.4 Assumed Liabilities:
1. All obligations of Seller continuing after the Closing under the
Lease Agreements listed on Schedule 2.11 which become due and payable
after the Closing Date. Buyer shall indemnify and hold harmless
Seller and Principals from any liabilities accruing subsequent to the
Closing Date under the Lease Agreement between Xxxx Xxxxxxx
Enterprises, Seller and Principals, dated November 1, 1988.
2. All obligations of Seller continuing after the Closing under the
Ticket Outlet Agreement between Ticketmaster-Delaware Valley, Inc.
and Broad & Park Video, Inc. dated April 17, 1995 which become due
and payable after the Closing Date. Buyer shall make appropriate
arrangements to properly have the $20,000 deposit/letter of credit
posted by Seller with Ticketmaster returned to Seller.
3. All obligations of Seller continuing after the Closing under the
Franchise Agreement between West Coast Video Enterprises, Inc. and
Broad & Park Video, Inc., dated August 31, 1988 which become due and
payable after the Closing Date.
4. Approximately $9,389 to Sight & Sound Distributors (ordered new
releases).
5. Approximately $500 to Mid-Atlantic Periodicals (ordered new
releases).
The amount of Assumed Liabilities shall not reduce the Purchase Price.
1.6 Closing Date: On or about November 15, 1996
2.1 Type of Entity of Seller:
Corporation
Jurisdictions where qualification required:
None
3
2.2 Seller's State of Organization:
New Jersey
Authorized Capital Stock:
1,000 shares
Issued Capital Stock:
1,000 shares
Identity of holders of Interest in Seller
Xxxxxx X XxXxxx, III - 500 shares
Xxxxxxx X. Xxxxxxxx - 500 shares
2.5(c) Minimum Net Operating Cash Flow: $125,000
7.10 Amount of Cash to Be Left at each Store on Closing Date: $300.
14 Address for notices for purposes of Section 14:
To any Principal: Xxxxxx X. XxXxxx, III
c/o Bristol Environmental, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx
00 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
With a copy to: S. Xxxxxxxx Xxxxxxx, Esquire
Xxxxxxx, Xxxxx & Xxxxxxxxx, P.C.
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
