EXHIBIT 10.2
FIRST AMENDMENT TO MERGER AGREEMENT
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THIS FIRST AMENDMENT TO MERGER AGREEMENT dated as of March 3, 2000
(this "Amendment") is entered into by and among Video City, Inc.., a Delaware
corporation ("Buyer"), Keystone Merger Corp., a Delaware corporation ("Sub"),
and West Coast Entertainment Corporation, a Delaware corporation (the "Seller"),
amending that certain Agreement and Plan of Merger, dated as of August 1, 1999,
by and among Buyer, Sub and Seller (the "Merger Agreement"). Buyer, Sub and
Seller are collectively referred to herein as the "Parties." All capitalized
terms used but not defined in this Amendment shall have the meanings ascribed to
them in the Merger Agreement.
RECITALS
WHEREAS, the Parties executed the Merger Agreement dated as of August
1, 1999 pursuant to which Sub will be merged with and into Seller in accordance
with Delaware General Corporation Law and the terms of the Merger Agreement; and
WHEREAS, the Parties have agreed to amend the Merger Agreement
pursuant to this Amendment.
NOW, THEREFORE, in consideration of good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Parties hereto
agree to amend the Merger Agreement as follows:
AGREEMENT
Section 1. Additional Agreements. Article VI of the Merger Agreement
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is hereby amended by the insertion of the following as Section 6.14:
Management Agreement. Pursuant to the authority granted to
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Buyer under that certain management agreement dated as of March 3,
2000 by and among Buyer and Seller (the "Management Agreement"), Buyer
shall use commercially reasonable efforts to effect the sale, on
Seller's behalf, of a sufficient number of Seller's video retail
stores (as determined in Buyer's sole discretion) to raise net cash
proceeds to satisfy up to $20,000,000 of Seller's outstanding
indebtedness to the Lenders (as defined in Section 7.03(d)).
Section 2. Additional Conditions to Obligations of Buyer and Sub.
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Section 7.02 of the Merger Agreement is hereby amended by the insertion of the
following as Section 7.02(o):
Consent of Lenders. The Lenders (as defined in Section
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7.03(d)) shall have irrevocably consented in writing to the consummation of
the Merger.
Section 3. Outside Date. Section 8.01(b) of the Merger Agreement is
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hereby amended to provide that the term "Outside Date" shall mean August 31,
2000.
Section 4. Execution in Counterparts. This Amendment may be executed
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in any number of counterparts, each of which shall for all purposes be deemed to
be an original and all such counterparts shall together constitute but one and
the same instrument.
Section 5. Ratification and Reaffirmation of the Merger Agreement.
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Except as hereby expressly amended, the Merger Agreement shall remain in full
force and effect and is hereby ratified and confirmed.
Section 6. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the State of Delaware without regard to
any applicable conflicts of law.
Section 7. Interpretation. In the event of any conflict between the
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provisions of the Merger Agreement and the provisions of this Amendment, the
provisions of this Amendment shall control.
Section 8. Binding Effect. This Amendment shall inure to the benefit
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of and shall be binding upon the Parties and their respective successors and
assigns.
[signatures follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
be executed by their respective officers, attorneys-in-fact or trustees
thereunto duly authorized as of the day and year first above written.
VIDEO CITY, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxx
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Name: Xxxxxx X. Xxx
Title: Chief Executive Officer
KEYSTONE MERGER CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxx
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Name: Xxxxxx X. Xxx
Title: Chief Executive Officer
WEST COAST ENTERTAINMENT CORPORATION,
a Delaware corporation
By: /s/ T. Xxxx Xxxxxxxx
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Name: T. Xxxx Xxxxxxxx
Title: Chief Executive Officer
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