UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ) Chapter 11 WAREHOUSE ENTERTAINMENT, INC. ) and WEI HOLDINGS, INC., ) Case No. 95-911 (HSB) ) Debtors. ) (Jointly Administered) DEBTORS' FIRST AMENDED CHAPTER 11 PLAN As Revised for Technical Corrections on October 4, 1996 and Supplemental Amendments on December 2, 1996 Latham & Watkins 633 West Sixth Street, Suite 4000 Los Angeles, CA 90071 Attn: Hendrik de Jong Peter M. Gilhuly (213) 485-1234 and Young, Conaway, Stargatt & Taylor 11th Floor - Rodney Square North P. O. Box 391 Wilmington, DE 19899 Attn: Laura Davis Jones (302) 571-6000 SUPPLEMENTAL AMENDMENTS TO DEBTORS' FIRST AMENDED CHAPTER 11 PLAN DECEMBER 2, 1996 In amendment of their Chapter 11 Plan dated April 29, 1996 and the Debtors' First Amended Chapter 11 Plan Dated September 26, 1996, as Revised for Technical Corrections on October 4, 1996, (the "Plan"), [WEI ACQUISITION CO.] and WEI HOLDINGS, INC., the Debtors and Debtors in Possession in the above-captioned cases (collectively the "Debtors" or "Wherehouse"), hereby make the following amendments to the Plan: 1. The definition of the "Unsecured Claim Stock Distribution Ratio" set forth in Plan section 1.01 is hereby amended to strike "28.14767183" and replace it with "31.92430893." 2. Section 5.01(a) of the Plan is hereby amended to strike "$45,000,000" and replace it with "$35,000,000", both where it appears in the text and in footnote 1. 3. Section 5.01(c) of the Plan is hereby amended as follows: (i) "3,612,789" shall be stricken and replaced with "2,436,560", (ii) "6,387,211" shall be stricken and replaced with "7,563,440", and (iii) "36.128%" shall be stricken and replaced with "24.366%". 4. Section 5.06(a) of the Plan is hereby amended to strike "$49,568,179.37" and replace it with "$59,568,179.37". 5. Section 5.06(b)(1) of the Plan is hereby amended to strike "1,395,229" and replace it with "1,901,673". 6. Section 5.06(b)(2) of the Plan is hereby amended to strike "3,298,618" and replace it with "3,741,201". 7. Except as expressly set forth herein, no other part of the Plan is amended. Respectfully submitted, [WEI ACQUISITION CO.] By /s/ Henry Del Castillo ------------------------------ WEI HOLDINGS, INC. By /s/ Henry Del Castillo ------------------------------- Latham & Watkins Hendrik de Jong Peter M. Gilhuly 633 West Fifth Street Suite 4000 Los Angeles, CA 90071 (213) 485-1234 and YOUNG, CONAWAY STARGATT & TAYLOR Laura Davis Jones (No. 2436) Robert S. Brady (No. 2847) Mark I. Duedall (No. 3346) 11th Floor Rodney Square North P. O. Box 391 Wilmington, DE 19899-0391 (302) 571-6642 Co-Counsel for Debtors and Debtors in Possession