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Schedule I
to Asset Purchase Agreement
between West Coast Entertainment Corporation and
the Sellers and Principals Identified Below
Section of Agreement
in Which Term, Item or
Information is Referenced Term or Item
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Recital Name, Address and Principal Office of Each Seller:
Dogwood Hill Enterprises Inc.
d/b/a West Coast Video
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Recital Principals: ▇▇▇▇▇ ▇▇▇▇▇▇
1.1(a)(ix) Trade Names: West Coast Video of Richboro
1.1(c) Stores, Reflecting Street Address of Each Store,
and its Owning Seller:
Total Number of Stores: one
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1.3(a) Purchase Price: $721,200
1.3(b) Cash Percentage: 60% ($432,720)
The portion of the purchase price to be paid in shares of Common
Stock of Buyer (and not held in escrow) shall be delivered to
Sellers on January 6, 1997. Shares to be held in escrow shall be
delivered to the Escrow Agent on January 6, 1997.
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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 June 30, 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 and if expensed) attributable to such stores
during such 12-month period, less (iv) all rental product purchases for
the Stores during such 12-month period (including revenue sharing
expenses if not previously expensed), less (v) 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:
All obligations of the Sellers continuing after the Closing under the
Leases specified on Schedule 2.11 which become due and payable after the
Closing Date. (No adjustment to Purchase Price.)
1.6 Closing Date: November 15, 1996
2.1 Type of Entity and Capitalization:
Corporation
For each Seller, jurisdictions in which qualification is required:
Pennsylvania
Subsidiaries of Seller: None
2.2 Each Seller's State of Organization, and Authorized and Issued Stock (or
Other Interests), and Identity of Holders of All Legal and Beneficial
Interests in Each Seller:
Dogwood Hill Enterprises Inc. is a Pennsylvania corporation with 100
shares of common stock authorized and 100 shares of common stock
outstanding, of which 88% are beneficially owned by ▇▇▇▇▇ ▇▇▇▇▇▇ and 4%
are owned by each of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Fly and ▇▇▇▇ Fly.
2.5(c) Minimum Net Operating Cash Flow: $218,000
7.10 Amount of Cash Per Register to Be Left at each Store, on Closing Date:
$250.
14 Address for notices for purposes of Section 14:
To any Principal: ▇▇▇▇▇ ▇▇▇▇▇▇
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With a copy to: ▇▇▇▇▇▇ ▇▇▇▇, Esq.
Grim, Biehn, ▇▇▇▇▇▇▇▇ & ▇▇▇▇
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▇.▇. ▇▇▇ ▇▇▇
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▇▇▇.▇▇. Description
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1 Form of Asset Purchase Agreement by and among West Coast
Entertainment Corporation, a Delaware corporation, and the Sellers
identified on each Schedule I filed herewith (each such Schedule I
sets forth the pertinent information with respect to each Seller and
the terms of each transaction).
2 Asset Purchase Agreement by and among West Coast Entertainment
Corporation, a Delaware corporation, Ohio Entertainment Corporation,
an Ohio corporation, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
3 Asset Purchase Agreement by and among West Coast Entertainment
Corporation, a Delaware corporation, L.A. Video, Inc., an Ohio
corporation, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "L.A. Video
Agreement").
4 Instrument of Evidence of Indebtedness relating to the L.A. Video
Agreement.
5 Schedule I to Asset Purchase Agreement by and among West Coast
Entertainment Corporation, a Delaware corporation, ▇▇▇▇ ▇▇▇▇▇ Corp.,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corp., and Cochise Corp., and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
6 Asset Purchase Agreement by and among West Coast Entertainment
Corporation, a Delaware corporation, First Choice Video, Inc., an
Ohio corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "First Choice Agreement").
7 Instrument of Evidence of Indebtedness relating to the First Choice
Agreement.
8 Asset Purchase Agreement by and among West Coast Entertainment
Corporation, a Delaware corporation, Wellesley Entertainment, Inc., a
Massachusetts corporation, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
9 Asset Purchase Agreement by and among West Coast Entertainment
Corporation, a Delaware corporation and Great American Video Realty,
Inc. and Franexco, Inc., New Jersey corporations, and ▇▇▇▇▇▇ ▇▇▇▇▇
and ▇▇▇▇▇ ▇. ▇▇▇▇▇.
10 Schedule I to Asset Purchase Agreement by and among West Coast
Entertainment Corporation, a Delaware corporation, Broad & Park
Video, Inc., a New Jersey corporation, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III.
11 Schedule I to Asset Purchase Agreement by and among West Coast
Entertainment Corporation, a Delaware corporation, ▇▇▇▇▇▇ Turn Video,
Inc., a Florida corporation, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ (the
"▇▇▇▇▇ ▇▇▇▇▇ Agreement").
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12 Instrument of Evidence of Indebtedness relating to the ▇▇▇▇▇ ▇▇▇▇▇
Agreement.
13 Schedule I to Asset Purchase Agreement by and among West Coast
Entertainment Corporation, a Delaware corporation, ▇▇▇▇▇▇ Turn
Entertainment, Inc. and ▇▇▇▇▇▇ Turn Entertainment II, Inc., Florida
corporations, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ (the
"▇▇▇▇▇ ▇▇▇▇▇ Ibanez Agreement").
14 Instrument of Evidence of Indebtedness relating to the ▇▇▇▇▇ ▇▇▇▇▇
Ibanez Agreement.
15 Schedule I to Asset Purchase Agreement by and among West Coast
Entertainment Corporation, a Delaware corporation, Pottstown Video,
Inc., Coventry Video, Inc., C&V Group, Inc., Shamokin W.C. Video,
Inc., ▇▇▇▇▇▇▇ ▇.▇. Video, Inc., Danville W.C. Video, Inc., Bloomsburg
W.C. Video, Inc., Family Country Video, Inc. and Spring ▇▇▇▇ ▇.▇.
Video, Inc., Pennsylvania corporations, and ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
16 Schedule I to Asset Purchase Agreement by and among West Coast
Entertainment Corporation, a Delaware corporation, Dogwood Hill
Enterprises, Inc., a Pennsylvania corporation, and ▇▇▇▇▇ ▇▇▇▇▇▇.
