Exhibit 2.1
EXECUTION COPY
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMONG
SFX ENTERTAINMENT, INC.,
SFX ACQUISITION CORP.
AND
THE MARQUEE GROUP, INC.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER dated as of
September __, 1998, among SFX Entertainment, Inc., a Delaware corporation
("SFX"), SFX Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of SFX ("Acquisition Sub"), and The Marquee Group, Inc., a Delaware
corporation ("Marquee").
WHEREAS, SFX, Acquisition Sub and Marquee have entered into an
Agreement and Plan of Merger, dated as of July 23, 1998 (the "Merger
Agreement"), pursuant to which, among other things, the parties agreed to the
merger of Acquisition Sub with and into Marquee, upon the terms and subject to
the conditions set forth in the Merger Agreement;
WHEREAS, the parties to the Merger Agreement desire to amend certain
terms and conditions thereof, as set forth herein; and
WHEREAS, capitalized terms used but not defined herein have the
meanings ascribed to them in the Merger Agreement;
NOW, THEREFORE, the parties to the Merger Agreement further agree as
follows:
1. The first sentence of Section 6.01(a) of the Merger Agreement is hereby
amended to delete the words "60 days" and to insert the words "75 days" in lieu
thereof.
2. Section 6.03(a) of the Merger Agreement is hereby amended by the addition of
the following sentence at the end of the paragraph:
"Notwithstanding anything herein to the contrary, the withdrawal and
prompt re-filing of SFX's filings with respect to the Merger
pursuant to the HSR Act on or about September 18, 1998, shall not be
deemed to violate this Agreement, nor shall the taking of any
reasonable action in dealing with inquiries with respect to the
Merger by the Department of Justice be deemed to violate this
Agreement; provided, however, that nothing contained herein shall be
deemed to require consummation of the Merger on any terms other than
as set xxxx in this Agreement."
3. Except to the extent expressly set forth in this Amendment No. 1 to
Agreement and Plan of Merger, no terms and conditions of the Merger Agreement
are amended or modified hereby, and all such terms and conditions shall remain
in full force and effect.
IN WITNESS WHEREOF, SFX, Acquisition Sub and Marquee have caused
this Amendment No. 1 to the Agreement and Plan of Merger to be signed by their
respective officers thereunto duly authorized, all as of the date first written
above.
SFX ENTERTAINMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President and Secretary
SFX ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President and Secretary
THE MARQUEE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
