FIRST AMENDMENT TO GUARANTY
(On Stage Entertainent)
THIS FIRST AMENDMENT TO GUARANTY (this "Amendment") is made as of June __, 1998,
by ON STAGE ENTERTAINMENT, INC., a Nevada corporation ("Guarantor"), to and for
the benefit of IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP., a Maryland
corporation ("Lender").
RECITALS
A. Guarantor has previously executed in favor of Lender that certain
Guaranty (the "Guaranty") dated March 11, 1998, pursuant to which, among other
things, Guarantor guaranteed the prompt payment and performance of the
obligations of certain affiliates of Guarantor under loans made by Lender.
B. Guarantor desires to amend the Guaranty to add the obligations of
certain other affiliates of Guarantor under additional loans being made by
Lender.
AGREEMENTS
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Guarantor hereby agrees as
follows:
1. Recital A. Recital A of the Guaranty is hereby deleted in its
entirety and replaced with the following:
"A. Lender has made the following loans (each, an "Original
Loan" and collectively, the "Original Loans") to the following
borrowers (collectively, the "Original Borrowers") pursuant to a Loan
Agreement (the "Original Loan Agreement") dated as of March 11, 1998:
Borrower Loan Amount
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Fort Liberty, Inc. $6,600,000
King Henry's, Inc. $5,000,000
Wild Bills California, Inc. $ 900,000
Lender has agreed to make the following additional loans
(each, an "Additional Loan" and collectively, the "Additional Loans")
to the following additional borrowers (collectively, the "Additional
Borrowers") pursuant to an Amended and Restated Loan Agreement (the
"Loan Agreement") of even date herewith:
Additional Borrower Loan Amount
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On Stage Theaters North Myrtle Beach, Inc. $ 25,000
On Stage Theaters Surfside Beach, Inc. $1,075,000
Each Original Loan or Additional Loan is referred to herein as
a "Loan," and the Original Loans and Additional Loans are collectively
referred to herein as the "Loans". Each Original Borrower or Additional
Borrower is referred to herein as a "Borrower," and the Original
Borrowers and the Additional Borrowers are referred to herein as the
"Borrowers".
Each Loan is evidenced by a note (each, a "Note" and
collectively the "Notes") and secured by a mortgage or deed of trust
(each a "Mortgage" and collectively the "Mortgages") encumbering
certain real and other property owned by Borrowers in Florida,
California and South Carolina and described therein, and other security
documents (the Loan Agreement, the Notes, the Mortgages and any and all
other documents or instruments executed in connection with or as
security for the Notes being sometimes hereinafter collectively
referred to as the "Loan Documents")."
2. Representations and Warranties. Section 13(c) of the Guaranty is
hereby deleted in its entirety and replaced with the following:
"(c) Any and all balance sheets, net worth statements, and
other financial data with respect to Borrowers, Guarantor, Gedco USA,
Inc. and its affiliated entities, and Xxxxxx Xxxxxxx Productions, Inc.
and its affiliated entities which have heretofore been given to Lender
by or on behalf of Guarantor fairly and accurately present the
financial condition of such party as of the respective dates thereof."
3. Miscellaneous. Except as amended above, the Guaranty remains in full
force and effect. This Amendment constitutes the entire agreement of the parties
regarding the modification of the Guaranty and supersedes all prior written and
oral communications regarding such subject. This Amendment may be amended only
in writing. In the event of a dispute regarding the terms of this Amendment, the
prevailing party shall be entitled to reasonable attorneys' fees in an amount
determined by the court having jurisdiction.
IN WITNESS WHEREOF, Guarantor has executed and delivered this Amendment
as of the date first written above.
GUARANTOR: ON STAGE ENTERTAINMENT, INC.
a Nevada corporation
By:__________________________
Name:________________________
Title:_______________________
On Stage Entertainment, Inc.
0000 X. Xxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Signed and sealed and delivered in the presence of:
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Print Name:_______________________
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Print Name:_______________________
