EXHIBIT 2.4
AMENDMENT NO. 1 TO THE GOLDWYN MERGER AGREEMENT
AMENDMENT NO. 1 TO THE GOLDWYN MERGER AGREEMENT ("Amendment No. 1") dated
as of May 29, 1996 by and among Metromedia International Group, Inc., a Delaware
corporation ("Metromedia"), SGC Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of Metromedia ("SGC Mergerco") and The Xxxxxx Xxxxxxx
Company, a Delaware corporation (the "Company").
WHEREAS, Metromedia, SGC Mergerco and Goldwyn are parties to a Merger
Agreement dated as of January 31, 1996 (the "Goldwyn Merger Agreement"),
pursuant to which SGC Mergerco will merge with and into the Company (the
"Merger"), with the Company as the surviving corporation of the Merger; and
WHEREAS, Metromedia, SGC Mergerco and the Company desire to amend certain
provisions of the Goldwyn Merger Agreement as set forth herein.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Section 2.1(a) of the Goldwyn Merger Agreement is amended by replacing
the following phrase beginning on the 24th line thereof and ending on the 27th
line thereof:
"which is five business days prior to the Metromedia Stockholders'
Meeting (as defined in Section 4.3(c) hereof) including both the day of
the Metromedia Stockholders' Meeting."
with the following phrase:
"which is five business days prior to the Company Stockholders' Meeting
(as defined in Section 4.2(c) hereof) including both the day of the
Company Stockholders' Meeting."
2. Section 4.1(c) of the Goldwyn Merger Agreement is amended by deleting
in its entirety the phrase beginning on the 6th line thereof and ending on the
9th line thereof: "it being understood that the Proxy Statement and the
Prospectus will also serve as a proxy statement and prospectus for Metromedia's
transactions with Alliance Entertainment Corp."
3. Section 4.3 of the Goldwyn Merger Agreement is amended by (i) deleting
in its entirety paragraph (c) thereof and (ii) relettering paragraphs (d)
through (h) thereof as paragraphs (c) through (g) thereof.
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4. The introductory paragraph to Section 6.1 of the Goldwyn Merger
Agreement is amended by replacing the phrase "whether before or after approval
by the stockholders of Metromedia or the Company" with "whether before or after
approval by the stockholders of the Company."
5. Section 6.1 of the Goldwyn Merger Agreement is amended by (i) deleting
in its entirety paragraph (f) thereof and (ii) relettering paragraph (g) thereof
as paragraph (f) thereof.
6. In accordance with Section 5.1(a), Metromedia hereby unilaterally
waives the condition regarding approval by its stockholders of the Merger and
the transactions contemplated by the Goldwyn Merger Agreement.
7. This Amendment No. 1 shall be governed by the laws of the State of
Delaware, applicable to agreements made and to be performed entirely within such
State.
8. This Amendment No. 1 may be executed in one or more counterparts, each
of which shall be deemed an original, with all of which together shall
constitute one in the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on the
date first written above.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Senior Vice President
By: /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Senior Vice President
THE XXXXXX XXXXXXX COMPANY
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: President
