Exhibit 10.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Agreement") is made
as of January 31, 1997 by and between River North Studios, Inc., a Delaware
corporation ("Buyer") and Intersound, Inc., a Minnesota corporation ("Seller").
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Purchase Agreement.
WHEREAS, Buyer and Seller have entered into that certain Asset Purchase
Agreement dated November 13,1996 (the "Purchase Agreement") relating to the sale
and purchase agreement of Seller's property and assets;
WHEREAS, Buyer is a wholly-owned subsidiary of Platinum Entertainment,
Inc., a Delaware corporation (the "Parent");
WHEREAS, the Closing was conditioned upon the Parent having consummated and
obtained net proceeds of at least $30 million from a private placement (the
"Private Placement") of convertible debentures to one or more investors, on
terms satisfactory to Parent in its sole discretion;
WHEREAS, a portion of the Purchase Price was to be paid by delivery to
Seller of Five Million Dollars ($5,000,000) in aggregate principal amount of
Parent's convertible debentures ("Convertible Debentures"), having economic
terms equivalent to, and all other terms substantially equivalent to, the terms
of convertible debentures issued in the Private Placement;
WHEREAS, in lieu of paying such portion of the Purchase Price by
Convertible Debentures, Buyer shall pay such portion of the Purchase Price by
causing Parent to issue and deliver to Seller a $5 million Convertible Note (as
defined below); and
WHEREAS, by execution of this First Amendment to Asset Purchase Agreement
(this "Amendment") Buyer and Seller wish to amend the Purchase Agreement
effective as of January 1, 1997.
NOW THEREFORE, the parties hereto agree as follows:
1. The "Effective Date" defined in the opening paragraph of the Purchase
Agreement and as used in the Purchase Agreement is amended to be January 1,
1997.
2. In Section 1.1(e) of the Purchase Agreement, the reference to "Section
1.2" is hereby deleted and is replaced with "Section 2.1."
3. Section 3.1(c) of the Purchase Agreement is hereby deleted in its
entirety and is replaced with the following:
(c) "Five Million Dollar ($5,000,000) convertible promissory note
(the "Convertible Note") of Parent in the form attached hereto as Exhibit
3.1(c)(i) and execution and delivery by Parent of a Registration Rights
Agreement, in a form attached hereto as Exhibit 3.1(c)(ii) (the
"Registration Rights Agreement").
4. In Section 3.1(d) of the Purchase Agreement, the reference to
"Convertible Debenture" is hereby deleted and is replaced with "Convertible
Note."
5. In Section 4.3(b) of the Purchase Agreement, the words "certificates
representing the" are hereby deleted and the reference to "Convertible
Debentures" is hereby deleted and is replaced with "Convertible Note."
6. Section 5.29(a) of the Purchase Agreement is hereby deleted in its
entirety and is replaced with the following:
(a) Seller represents that it (i) was provided the opportunity
to ask questions of and receive answers from Parent, or its
representative, concerning the operations, business and financial
condition of Parent, and all such questions have been answered to its
full satisfaction and any information necessary to verify such
responses has been made available to it; (ii) has received such
documents, materials and information as it deems necessary or
appropriate for evaluation of the Convertible Note and the Common
Stock of Parent into which it be converted (the "Common Stock"), and
further confirms that it has carefully read and understands these
materials and has made such further investigation as was deemed
appropriate to obtain additional information to verify the accuracy of
such materials; (iii) confirms that the Convertible Note was not
offered to Seller by any means of general solicitation or general
advertising; (iv) believes that Seller has such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of an investment in the Convertible
Note (v) is acquiring the Convertible Note for its own account, for
investment purposes only, and not with a view towards the sale or
other distribution thereof, other than pursuant to an effective resale
registration statement in whole or in part or exemption therefrom;
(vi) understands that the Convertible Note and the Common Stock have
not been registered under the securities laws of any state or under
the Securities Act and are offered in reliance on exemptions therefrom
and that the Convertible Note and the Common Stock have not been
approved or disapproved by the SEC or by any other federal or state
agency; and (vii) understands that (a) owners of the Convertible Note
and the Common Stock will have only such rights, if any, to require
the Convertible Note and the Common Stock to be registered under the
Securities Act as are provided pursuant to the Registration Rights
Agreement (as defined above); and (b) it may not be possible for it to
sell the Convertible Note and the Common Stock and accordingly, it may
have to hold the Convertible Note and the Common Stock, and bear the
economic risk of this investment for an extended period of time: The
foregoing, however,
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does not limit or modify the representations and warranties of Buyer in
Section 6 of this Agreement or the right of the Seller to rely thereon.
7. In Section 6.2(b) of the Purchase Agreement, the words "and the
Private Placement" are hereby deleted.
8. In Section 8.3 of the Purchase Agreement, the words "and the Private
Placement" are hereby deleted.
9. Section 10.1(b) of the Purchase Agreement is hereby deleted in its
entirety.
10. Section 10.1(c) of the Purchase Agreement is hereby deleted in its
entirety.
11. In Section 11.4(d) of the Purchase Agreement, the word "and" is hereby
deleted.
12. In Section 11.4 of the Purchase Agreement, a new paragraph (e) is
hereby added which states "A copy of the Registration Rights Agreement, duly
executed by the Seller; and."
13. In Section 11.4 of the Purchase Agreement, the reference to paragraph
(e) is hereby changed to (f).
14. In Section 12.3(c) of the Purchase Agreement, the word "and" is hereby
deleted.
15. In Section 12.3 of the Purchase Agreement, a new paragraph (d) is
hereby added which states "A copy of the Registration Rights Agreement, duly
executed by the Buyer; and."
16. In Section 12.3 of the Purchase Agreement, the reference to paragraph
(d) is hereby changed to (e).
17. In Section 14.1(c) of the Purchase Agreement, the reference to
"Convertible Debenture" is hereby deleted and is replaced with "Convertible
Note."
18. Except as specifically modified by the terms of this Agreement, all of
the terms, provisions, covenants, warranties and agreements contained in the
Purchase Agreement shall remain in full force and effect.
19. This Amendment may be executed in several counterparts, and all so
executed shall constitute one and the same Amendment.
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IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of the
date first written above.
BUYER: SELLER:
RIVER NORTH STUDIOS, INC. INTERSOUND, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ X. Xxxxxxx
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Its: President Its: President
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