AMENDMENT NO. 1 TO
ESCROW AGREEMENT
Reference is hereby made to that certain Agreement (the "Escrow
Agreement"), dated as of the 15th day of August, 1996, by and among
Continental Stock Transfer & Trust Company, a New York corporation
(hereinafter referred to as the "Escrow Agent"), The Marquee Group, Inc., a
Delaware corporation (the "Company"), and the individuals and entities listed
on Exhibit A to the Escrow Agreement (the "Stockholders"). The undersigned
each being a party to the Escrow Agreement and collectively being all of such
parties thereto, do hereby amend (the "Amendment") the Escrow Agreement as
follows:
By striking Section 4 thereof in its entirety and by substituting in
lieu of said Section the following new Section:
4. (a) The Escrow Shares are subject to release to the Stockholders to
the extent and only in the event the conditions set forth herein are met. The
Escrow Agent, upon notice to such effect from the Company as provided in
paragraph 5 hereof, shall deliver the Escrow Shares, together with stock
powers executed in blank, and the Escrow Property deposited in escrow with
respect to such Escrow Shares, to the respective Stockholders, only if, and to
the extent that, one of the following conditions is met:
(i) 425,000 Escrow Shares shall be released if, for the fiscal year
ending December 31, 1997, the Company's income before provision
for taxes ("Minimum Pretax Income") equals or exceeds $1,400,000;
(ii) 425,000 Escrow Shares (or, if the conditions set forth in (i)
above were not met, 850,000 Escrow Shares) shall be released if,
for the fiscal year
ending December 31, 1998, the Minimum Pretax Income equals or
exceeds $2,400,000;
(iii) 425,000 Escrow Shares (or, if the conditions set forth in either
(i) or (ii) were not met, the remaining Escrow Shares) shall be
released if, for the fiscal year ending December 31, 1999, the
Minimum Pretax Income equals or exceeds $3,400,000;
(iv) All of the Escrow Shares shall be released if the Closing Price
(as defined herein) of the Common Stock shall average in excess of
$15.00 per share for any 20 consecutive trading days during the
period commencing 24 months after the Effective Date and ending
December 31, 1999; or
(v) All of the Escrow Shares shall be released if the Company is
acquired by or merged into another entity in a transaction in
which stockholders of the Company receive per share consideration
at least equal to the amount set forth in (iv) above.
(b) As used in this Section 4, the term "Closing Price" shall be
subject to adjustments in the event of any stock dividend,
stock distribution, stock split or other similar event and
shall mean:
(1) If the principal market for the Common Stock is a
national securities exchange or the Nasdaq National
Market, the closing sales price of the Common Stock as
reported by such exchange or market, or on a
consolidated tape reflecting transactions on such
exchange or market; or
(2) if the principal market for the Common Stock is not a
national securities exchange or the Nasdaq National
Market and the Common Stock is quoted on the Nasdaq
SmallCap Market, the closing bid price of the Common
Stock as quoted on the Nasdaq SmallCap Market; or
(3) if the principal market for the Common Stock is not a
national securities exchange or the Nasdaq National
Market and the Common Stock is not quoted on the
Nasdaq SmallCap Market, the closing bid for the Common
Stock as reported by the National Quotation Bureau,
Inc. ("NQB") or at least two market makers in the
Common Stock if quotations are not available from NQB
but are available from market makers.
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(c) The determination of Minimum Pretax Income shall be (i)
calculated exclusive of any extraordinary earnings or
charges (including any charges incurred in connection with
the release from escrow of the Escrow Shares and any Escrow
Property in respect thereof pursuant to the provisions of
this paragraph 4); (ii) derived solely from the businesses
owned and operated by the Company as of the closing date of
the Public Offering and upon consummation of the
Acquisitions and shall not give effect to any operations
relating to businesses or assets acquired after such date;
and (iii) audited by the Company's independent public
accountants.
(d) If the Escrow Agent has not received the notice provided for
in Paragraph 5 hereof and delivered all of the Escrow shares
and related Escrow Property in accordance with the
provisions of this Paragraph 4 on or prior to March 31,
2000, the Escrow Agent shall deliver the certificates
representing all or the remaining Escrow Shares, together
with stock powers executed in blank, and any related Escrow
Property to the Company to be placed in the Company's
treasury for cancellation thereof as a contribution to
capital. After such date, the Stockholders shall have no
further rights as a stockholder of the Company with respect
to any of the cancelled Escrow Shares.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Escrow Agreement to be executed by their duly authorized officers on
this day of October, 1996.
THE MARQUEE GROUP, INC.
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx, President
and Chief Executive Officer
Continental Stock Transfer & Trust Company
By: /s/ Xxxxx Xxxxxx
------------------------------
STOCKHOLDERS
The Sillerman Companies, Inc.
By: /s/ Xxxxxx F. X. Sillerman /s/ Xxxxx X. Xxxxxxxxx
----------------------------- ------------------------------
Xxxxxx F. X. Sillerman Xxxxx X. Xxxxxxxxx
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxx
----------------------------- -------------------------------
Xxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxx
----------------------------- -------------------------------
Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx
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