FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PACIFIC RIM ENTERTAINMENT, INC.
PR ACQUISITION CORP.
AND
OSAGE COMPUTER GROUP, INC.
Dated: December 19, 1997
This FIRST AMENDMENT to the AGREEMENT AND PLAN OF MERGER is made and
entered into as of December 19, 1997, by and among PACIFIC RIM ENTERTAINMENT,
INC., a Delaware corporation ("Acquiror"), PR ACQUISITION CORP., a Delaware
corporation and wholly owned subsidiary of Acquiror ("Sub") and OSAGE COMPUTER
GROUP, INC., a Arizona Corporation ("Osage").
Recitals:
WHEREAS, the parties to the Agreement and Plan of Merger dated November
5, 1997 (the "Merger Agreement") wish to amend the Merger Agreement in
accordance with the following terms and conditions.
NOW, THEREFORE, in consideration of the foregoing premises and
agreements contained herein, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
AGREEMENT OF THE PARTIES
1. Matters of Corporate Governance.
Section 5.15 of the Merger Agreement shall be amended to read as
follows:
"For that period for which the Osage Shareholders retain the voting
rights identified in Section 3 of the Certificate of Designation, Preference and
Rights of Series B $3.00 Convertible Preferred Stock, the Osage Shareholders
shall nominate to the Acquiror's Board of Directors the Pacific Rim Designee."
All other references in Section 5.15 of the Merger Agreement to the
contrary shall hereafter be null, void and of no further legal force and effect.
2. Computation of "Performance Criteria"
For all purposes identified within the Merger Agreement in which
reference is made to "Performance Criteria" or the earnings or net income of
Acquiror, any such reference shall be computed for all period after the
effective closing date of the Merger Agreement of December 19, 1997 (the
"Effective Closing Date") without any reduction for any deficit or losses
incurred by Acquiror prior to the Effective Closing Date.
3. Capitalized Terms
All capitalized terms referred to in this First Amendment to the
Agreement and Plan of Merger shall have the same meaning ascribed thereto as
contained within the Merger Agreement.
4. Full Force and Effect
All other provisions in the Merger Agreement shall remain in full force
and effect except those identified within this First amendment to the Agreement
and Plan of Merger.
IN WITNESS WHEREOF, Acquiror, the Sub and Osage have caused this First
Amendment to the Agreement and Plan of Merger to be signed by their respective
officers hereunto duly authorized, all as of the date first written above.
Attest: PACIFIC RIM ENTERTAINMENT, INC.
By: By:
---------------------------- ---------------------------------
Name:
----------------------------
Title:
---------------------------
Attest: PR ACQUISITION CORP..
By: By:
---------------------------- ---------------------------------
Name:
----------------------------
Title:
---------------------------
Attest: OSAGE COMPUTER GROUP, INC.
By: By:
----------------------------- ---------------------------------
Name:
----------------------------
Title:
---------------------------
