<PAGE>   1
                         AMENDED AND RESTATED TERM SHEET

         This Amended and Restated Term Sheet (this "Amended Term Sheet") sets
forth the terms upon which the undersigned bank lenders, subject to the prior
satisfaction of all conditions set forth in the following paragraph, shall agree
to permit the other parties hereto to satisfy the indebtedness due and owing to
them from West Coast Entertainment Corporation ("WCEC") and various of WCEC's
direct and indirect subsidiaries (collectively with WCEC, the "Borrowers")
pursuant to that certain Credit Agreement dated December 15, 1997, as the same
has been and may hereafter be amended (the "Credit Agreement"). The parties
hereto intend that the satisfaction of the indebtedness owing to the Banks under
the terms herein described shall be accomplished only in connection with a
merger (the "Merger") of WCEC and Video City, Inc. ("VCI" or "Issuer") pursuant
to the terms of that certain Agreement and Plan of Merger among VCI, Keystone
Merger Corp. and WCEC dated August 1, 1999, as amended (the "Merger Agreement").
The terms and provisions of this Amended Term Sheet are intended to satisfy the
condition to closing (the "Closing") of the Merger set forth in Section 7.03(d)
of the Merger Agreement.

         By executing this Amended Term Sheet where indicated, the parties
hereto are evidencing their consent to the terms set forth herein and their
willingness and ability to enter into and execute such various agreements and
other documents containing various terms, including, without limitation, the
terms enumerated herein. The parties understand, however, that the terms of this
Amended Term Sheet remain subject to, and the rights and obligations of the
parties hereto are expressly conditioned upon, among other things, the
following: (i) the consent and agreement of all the bank lenders who are parties
to the Credit Agreement (all such bank lenders, hereinafter being referred to as
the "Banks") to the terms and provisions of the Amended Term Sheet or, absent
the consent and agreement of the Banks, the entry of a final order by a court of
competent jurisdiction approving a plan of reorganization which incorporates the
terms set forth herein; (ii) the preparation and execution of documentation
regarding the satisfaction of the Bank Debt (as provided for in Section 3) and
the closing of the Merger, satisfactory in form and substance to the parties and
their respective counsel, containing, inter alia, the terms contained herein and
such other terms and conditions not stated herein which are deemed necessary by
the parties in their respective reasonable discretion and which are not
inconsistent with the terms herein; and (iii) all of the conditions contained in
such documentation regarding the satisfaction of the Bank Debt (as provided for
in Section 3) and the closing of the Merger shall have occurred and shall have
been fully performed or shall have been waived in writing by the appropriate
parties.

         Nothing contained in this Amended Term Sheet is intended to, and
nothing in this Amended Term Sheet shall be deemed to (i) alter or modify any
provision of the Credit Agreement, (ii) reduce the aggregate amount of the
obligations due and owing to the Banks under the Credit Agreement, or (iii)
constitute a waiver by the Banks of existing defaults or Events of Default or of
any rights and remedies available to the Banks under the Credit Agreement or
under other applicable law. All provisions of the Credit Agreement shall remain
in effect and shall continue to be binding upon WCEC and the other Borrowers
thereunder unless and until terminated in conjunction with the satisfaction of
the Bank Debt.


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         As used herein, the term "Bank Debt" includes all indebtedness of the
Borrowers to the Banks but specifically excludes any non-cash compensation,
including, without limitation, warrants, previously received by the Banks in
connection with their extension of credit to the Borrowers or their waiver of
prior defaults under the Credit Agreement. This Amended Term Sheet shall
supersede the Term Sheet, dated as of September 15, 1999 (the "First Term
Sheet"), entered into by and among VCI, WCEC and the Banks and the parties
hereto hereby agree that the First Term Sheet is terminated as of the date
hereof.

         Management of WCEC Business. Contemporaneously with the execution of
this Amended Term Sheet, VCI and WCEC shall execute and deliver a Management
Agreement in substantially the form attached hereto as Exhibit A providing for,
among other things, VCI's operation and management of the WCEC business prior to
the Merger under certain terms and conditions.

         Credit Agreement; Forbearance. Contemporaneously with the execution of
this Amended Term Sheet, WCEC and the Banks (or such banks which constitute the
"Required Banks" under the Credit Agreement) shall execute and deliver a
Forbearance and Fifth Amendment to the Credit Agreement (the "Fifth Amendment")
in substantially the form attached hereto as Exhibit B, pursuant to which, among
other things, the Banks or the Required Banks, as the case may be, shall agree
to forbear from exercising their rights and remedies under the existing Credit
Agreement during the Forbearance Period (as such term is defined in the Fifth
Amendment), under certain terms and conditions.

         Satisfaction of Bank Debt.

         () Consideration for Satisfaction. The Bank Debt shall be deemed
satisfied and paid in full upon consummation of the Merger (as described in the
Merger Agreement, as the same has been amended in accordance with subsection (c)
hereof) and receipt by the Agent, for the benefit of the Banks, of the
following, provided that such receipt occurs on or before August 31, 2000:

                  (i)      $20 million in immediately available funds;

                  (ii)     $15 million in Tranche A VCI Senior Notes (the
                           "Tranche A Notes"), in form and substance
                           satisfactory to the Banks and upon terms consistent
                           with those set forth in paragraph 4 hereof;

                  (iii)    Tranche B VCI Senior Notes (the "Tranche B Notes"),
                           in form and substance satisfactory to the Banks and
                           upon terms consistent with those set forth in
                           paragraph 4 hereof, in the amount of $20 million (the
                           "Tranche B Debt"). Notwithstanding the foregoing, a
                           portion of the Tranche B Debt evidenced by the
                           Tranche B

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                           Notes, in an amount equal to a committed line of
                           credit obtained by VCI up to $15 million (the
                           "Conversion Amount"), shall be convertible on or
                           after the closing of the Merger, at VCI's election,
                           into a corresponding amount of Series G Preferred
                           Stock at stated value, provided that the terms
                           governing any line of credit obtained by VCI are
                           approved by the Banks (which approval shall not be
                           unreasonably withheld); and

                  (iv)     Shares of VCI Series G Preferred Stock at stated
                           value, in form and substance satisfactory to the
                           Banks and upon terms consistent with those set forth
                           in paragraph 5 hereof, in an amount equal to $25
                           million (which amount may be increased by the
                           Conversion Amount on or after the closing of the
                           Merger in the event VCI elects to convert Tranche B
                           Debt in accordance with and subject to (iii) above).

         () Sale of Stores. Subject to any limitations contained in the Fifth
Amendment and the Required Banks' approval of the terms of the sale (which
approval shall not be unreasonably withheld and which shall be deemed to have
been given if the Banks fail to respond in writing to a written request for
consent within ten days of such request being provided by VCI to the Banks), the
Required Banks will consent to the sale by the Borrowers of certain of the
Borrowers' stores during the Forbearance Period, provided that the entire net
proceeds from each such sale are delivered to the Agent for the benefit of the
Banks immediately following such sale(s) and further provided that the average
net cash proceeds received by the Borrowers or any of them and paid to the Banks
from the store sales conducted during the Forbearance Period (as defined in the
Fifth Amendment) is no less than 45 percent of the sold stores' trailing twelve
months gross revenues. The term "net cash proceeds" shall mean the gross
proceeds from any such store sale less the normal and reasonable transaction
costs related to such sale and the amount, if actually paid by the Borrowers or
the buyer of the store being sold, of the trade payables directly related to the
store that is being sold. All proceeds received by the Banks from sales of
stores shall be credited towards the $20 million payment due to the Banks on or
prior to August 31, 2000.

         () Management Payments; Merger Agreement. From the date this Amended
Term Sheet is first executed until (i) the Bank Debt is fully satisfied pursuant
to Section 3(a) of this


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Amended Term Sheet; and (ii) the Tranche A Notes, the Tranche B Notes and the
Series G Preferred Stock have been fully paid or redeemed, as the case may be,
no amount shall be paid, advanced, loaned or distributed in any manner to any
present or former WCEC board member or officer by VCI or any Borrower, which
exceeds, in the aggregate, $800,000 during any fiscal year. To the extent
necessary to be consistent with the terms set forth in this Amended Term Sheet,
VCI and WCEC shall enter into an amendment to the Merger Agreement, dated as of
August 1, 1999. WCEC and VCI shall use commercially reasonable efforts to send
proxy statements and hold their respective stockholders' meetings in connection
with the Merger as soon as possible following such amendment of the Merger
Agreement.

         Terms of Senior Secured Notes.

         Issuer                     VCI, its affiliates and subsidiaries and
                                    each Borrower, jointly and severally
                                    (collectively, the "Obligors")

         Issue                      Tranche A Notes in the amount of $15 million
                                    and Tranche B Notes in the amount of the
                                    Tranche B Debt at the closing of the Merger.
                                    The payment and priority of the liens in
                                    property collateralizing the Tranche A Notes
                                    and Tranche B Notes (collectively, the
                                    "Notes") shall be subordinated to the
                                    payment and priority of liens
                                    collateralizing a revolving line of credit
                                    given to the Obligors equal to the
                                    Conversion Amount, provided that the terms
                                    of such line of credit are approved by the
                                    Banks (which approval shall not be
                                    unreasonably withheld).

         Maturity                   The Notes shall mature three years after the
                                    date of issuance.

         Interest                   Interest rate on the Tranche A Notes shall
                                    accrue at an annual rate equal at all times
                                    to the Agent's "prime rate" plus one percent
                                    (1%), payable quarterly in immediately
                                    available funds. Amounts outstanding under
                                    the Tranche B Notes shall accrue interest at
                                    the rate of 6.75 percent per annum, payable
                                    semi-annually as follows: (a) during first
                                    two years after issuance, at the Issuer's
                                    election in (i) immediately available funds
                                    or (ii) registered shares of the VCI's
                                    common stock valued at market price; (b)
                                    after year two, in immediately available
                                    funds.

         Collateral for Notes       A first priority lien and security interest
                                    in all assets, real and personal (including
                                    collateral assignments


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<PAGE>   5
                                    of all leases of stores which are not sold
                                    during the Forbearance Period, in recordable
                                    form), of the Obligors, which lien and
                                    security interest shall be junior only to
                                    "permitted liens" which shall be determined
                                    by the Banks. "Permitted Liens" shall
                                    include purchase money security interests
                                    securing loans on equipment to which the
                                    Borrowers are subject on the date this
                                    Amended Term Sheet is executed and new
                                    purchase money security interests on
                                    equipment so long as (i) the equipment that
                                    is subject to the purchase money security
                                    interest is the sole collateral for the
                                    obligation and (ii) the amount of the
                                    purchase money obligation does not exceed
                                    100% of the value of the item(s) of
                                    equipment purchased with the proceeds
                                    thereof. The Banks shall subordinate their
                                    liens to the lien of the lender to the
                                    Obligors of a revolving line of credit,
                                    provided that the line of credit does not
                                    exceed the Conversion Amount and is on terms
                                    otherwise approved by the Banks, which
                                    approval shall not be unreasonably withheld.


         Prepayment of Notes        Following the Merger, if and when any store
                                    is sold, the Banks shall be entitled to
                                    receive, in immediately available funds, the
                                    net proceeds from such sale in an amount
                                    equal to the following: the dollar amount
                                    outstanding under the Notes on the date of
                                    the Merger multiplied by a fraction, the
                                    numerator of which is the number of stores
                                    being sold and the denominator of which is
                                    the number of total stores existing at the
                                    time of the Merger, multiplied by 120
                                    percent. Provided that the Banks receive the
                                    aforesaid amount and that no Event of
                                    Default exists under the Notes, the Banks
                                    shall release their liens on the store that
                                    was sold and shall apply such proceeds first
                                    to outstandings under the Tranche B Notes
                                    and then to amounts outstanding under the
                                    Tranche A Notes. So long as no Event of
                                    Default has occurred and is continuing under
                                    the Notes, the Tranche B Notes in an amount
                                    up to $5 million may be prepaid, in
                                    immediately available funds, at VCI's
                                    election during the twelve months following
                                    their issuance in an amount equal to
                                    outstanding interest (which under this
                                    instance must be paid in cash and may not be
                                    "paid" with


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                                    VCI's common stock and to the extent that
                                    any interest payment has theretofore been
                                    made in VCI's common stock, such stock must
                                    be redeemed in cash for the amount of the
                                    interest payment previously "paid" with such
                                    common stock) together with 75 percent of
                                    the principal amount outstanding thereunder.
                                    The aforesaid prepayment option may be
                                    exercised by the Obligors on one occasion
                                    only.

5.       Terms of Series G Preferred Stock.

         Issuer                     Video City, Inc.

         Issue                      250,000 Shares of Series G Preferred Stock
                                    (hereinafter the "Shares"). (Note: subject
                                    to the limitations contained in this Term
                                    Sheet, the number of Shares may increase on
                                    or after the closing of the Merger by the
                                    corresponding dollar amount of the
                                    Conversion Amount.)

         Stated Value               $100 per share.

         Conversion                 Convertible at any time at the election of
                                    the holder into shares of VCI Common Stock
                                    at a conversion price equal to $10.00 per
                                    share.

         Redemption                 Redeemable in cash in whole or in part, at
                                    VCI's election, at (i) 75 percent of stated
                                    value plus 100% of accrued, unpaid dividends
                                    during the first three years following the
                                    Merger; (ii) 85% of stated value plus 100%
                                    of accrued, unpaid dividends during the next
                                    two years following the period described in
                                    (i); (iii) 95% of stated value plus 100% of
                                    accrued, unpaid dividends during the next
                                    two years following the period described in
                                    (ii) and (iv) 100% of stated value plus 100%
                                    of accrued, unpaid dividends anytime after
                                    the period described in (iii).

         Dividends                  6.75% per annum, or $6.75 per share, payable
                                    semi-annually as follows: (a) during first
                                    two years after issuance, at the Issuer's
                                    election in (i) cash or (ii) registered
                                    shares of the VCI's common stock valued at
                                    market price; (b) after year two, in
                                    immediately available funds.


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         Ranking                    Senior to all existing and future issuances
                                    of preferred stock.

         Registration and Listing   Within 180 days following the Closing of the
                                    Merger, VCI will (i) register for resale the
                                    Shares of Series G Preferred Stock, and the
                                    shares of common stock issuable as dividends
                                    under the Securities Act of 1933 and (ii)
                                    use commercially reasonable efforts to list
                                    the Shares of Series G Preferred Stock on a
                                    regional exchange. Notwithstanding the
                                    foregoing, VCI shall not issue Shares other
                                    than to the Banks, and the only holders of
                                    Shares shall be the Banks or their
                                    successors and assigns. Nothing contained
                                    herein shall affect the rights of any of the
                                    Banks under applicable law to convey or
                                    transfer Shares.

         Board Representation       For as long as the Banks are the holders of
                                    at least 75 percent of the cumulative number
                                    of shares of the Series G Preferred Stock
                                    issued to the Banks at the Closing and at
                                    any time thereafter, the Banks (and only the
                                    Banks) shall be entitled to designate an
                                    individual, reasonably acceptable to VCI, to
                                    stand for election to the Board of Directors
                                    of VCI, and VCI shall cause its Board of
                                    Directors to nominate such individual to
                                    stand for election to VCI's Board of
                                    Directors at the Buyer Meeting (as defined
                                    in the Merger Agreement) and at each meeting
                                    of the VCI stockholders thereafter at which
                                    directors are to be elected. Senior
                                    management of VCI and WCEC shall vote their
                                    shares of common stock in favor of the
                                    Banks' nominee for election to the Board of
                                    Directors of VCI.

         Merger, Consolidation,     In the event of a merger, consolidation or
          etc.                      other business combination transaction after
                                    which VCI is not the surviving entity, VCI
                                    shall be obligated to cause the surviving
                                    entity to either redeem or exchange the
                                    Series G Preferred Stock for a new issue of
                                    preferred stock identical in all material
                                    respects to the Series G Preferred Stock,
                                    which new issue shall be acceptable to the
                                    holders of Series G Preferred Stock. The
                                    Series G Preferred Stock may be exchanged
                                    for preferred stock of the surviving entity,
                                    only if such surviving entity has a net
                                    worth equal to or greater than VCI at the
                                    effective time of the merger, consolidation
                                    or other fundamental


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<PAGE>   8
                                    transaction and there will be no material
                                    depreciation in the value of the exchanged
                                    stock (relative to the value of the Series G
                                    Preferred Stock) immediately following such
                                    effective time.

6.       Miscellaneous.

         () Additional Information. Upon execution of this Amended Term Sheet
and, if then unavailable, as soon as the information becomes available, VCI and
WCEC shall provide the Banks with (i) all Amendments to the Merger Agreement,
and (ii) such other information as the Banks may reasonably request of VCI and
WCEC.

         () Additional Documentation. The agreement of the parties evidenced by
this Amended Term Sheet, shall be subject to such additional documentation and
such other terms and conditions as are deemed reasonably necessary and
appropriate by the Banks for transactions and agreements of this nature.

         () No Conflict. In the event of any conflict between the terms
described in the Amended Term Sheet and the specific terms of any agreement
referred to or provided for herein, the terms of the specific agreement shall
control.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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         IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Term Sheet to be duly executed and delivered as of this 3rd day of
March 2000.


                                   VIDEO CITY, INC.

                                   By: /s/ Robert Y. Lee
                                   Name: Robert Y. Lee
                                   Title: Chief Executive Officer


                                   WEST COAST ENTERTAINMENT CORPORATION

                                   By: /s/ T. Kyle Standley
                                   Name: T. Kyle Standley
                                   Title: Chief Executive Officer


                                   PNC BANK, NATIONAL ASSOCIATION

                                   By: /s/ William R. Breisch
                                   Name: William R. Breisch
                                   Title: Vice President


                                   FIRST UNION NATIONAL BANK

                                   By: /s/ Matthew Berk
                                   Name: Matthew Berk
                                   Title: Director


                                   FLEET NATIONAL BANK, f/k/a BANKBOSTON, N.A.

                                   By: /s/ Donald R. Nicholson
                                   Name: Donald R. Nicholson
                                   Title: Senior Vice President


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