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Exhibit 10.2
AMENDMENT NO. 4 TO EXCHANGE AGREEMENT
AMENDMENT, dated as of May 6, 1996, by and among Spelling Entertainment
Group Inc., a Delaware corporation and successor-in-interest to Spelling
Entertainment Group Inc., a Florida corporation (the "Company"), Blockbuster
Entertainment Group on behalf of Viacom Inc., as successor-in-interest to
Blockbuster Entertainment Corporation, a Delaware corporation ("BEG") and SEGI
Holding Co. (formerly known as Blockbuster Interactive Entertainment, Inc.), a
Delaware corporation ("SHC"), to that certain Exchange Agreement entered into by
and among the Company, BEG and SHC as of June 30, 1994, and Amendment No. 1 to
Exchange Agreement, dated as of July 8, 1995, Amendment No. 2 to Exchange
Agreement, dated as of November 7, 1995 and Amendment No. 3 to Exchange
Agreement, dated as of February 22, 1996 (the "Agreement").
WHEREAS, the Company, BEG and SHC have agreed to amend certain
provisions of the Agreement pertaining to BEG's Put Right and the Company's Call
Right;
NOW, THEREFORE, in consideration of the premises and pursuant to
Section 12.3 of the Agreement, the Company, BEG and SHC hereby agree as follows:
1. Section 10.5(c) of the Agreement is hereby amended to read in
its entirety as follows:
(c) The options provided for in this Section 10.5 are
collectively referred to herein as the "Put Right." The Put Right
may be exercised by BEG at any time within the six month period
commencing on May 6, 1996 and concluding on November 5, 1996.
2. Section 10.6(b) of the Agreement is hereby amended to read in
its entirety as follows:
(b) The options provided for in this Section 10.6 are
referred to herein as the "Call Right." The Call Right may be
exercised by the Company at any time within the six month period
commencing on May 6, 1996 and concluding on November 5, 1996.
3. This Amendment shall be deemed effective as of May 6, 1996.
4. Except as expressly provided in this Amendment, the Agreement
shall not be deemed amended, modified or altered in any manner
whatsoever.
5. Capitalized terms not otherwise defined herein shall have the
meaning given to them in the Agreement.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 4 to
Exchange Agreement to be duly executed on this __ day of May, 1996.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Thomas P. Carson
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Title: Executive Vice President
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SEGI HOLDING CO.
By: /s/ Michael D. Fricklas
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Title: Senior Vice President
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BLOCKBUSTER ENTERTAINMENT GROUP,
on behalf of Viacom Inc.
By: /s/ Michael D. Fricklas
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Title: Senior Vice President
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