THE MARQUEE GROUP, INC.
CREDIT AGREEMENT
Amendment No. 2
This Amendment, dated as of August 31, 1998 (this "Second Amendment"),
is among The Marquee Group, Inc., a Delaware corporation (the "Company"), its
subsidiaries set forth on the signature pages hereof (the "Subsidiaries") and
BankBoston, N.A., as Agent for the Lenders under the Credit Agreement (as
defined below). The parties agree as follows:
1. Credit Agreement; Definitions. This Second Amendment amends the
Credit Agreement dated as of July 31, 1998 among the parties hereto and the
Lenders (as heretofore amended and in effect prior to giving effect to this
Second Amendment, the "Credit Agreement"). Terms defined in the Credit
Agreement as amended hereby (the "Amended Credit Agreement") and not otherwise
defined herein are used with the meaning so defined.
2. Amendment of Credit Agreement. Effective upon the date all the
conditions set forth in Section 4 hereof are satisfied (the "Amendment Date"),
the Credit Agreement is amended as follows:
2.1. Amendment of Recitals. The Recitals of the Credit Agreement
are amended by substituting "(pound)3,100,000" for "(pound)1,600,000".
2.2. Amendment of Section 2.2.1. Section 2.2.1 of the Credit
Agreement is amended by substituting "(pound)3,100,000" for
"(pound)1,600,000".
3. Representation and Warranty. In order to induce the Agent to enter
into this Second Amendment, each of the Company and the Subsidiaries jointly
and severally represents and warrants that, after giving effect to this Second
Amendment, no Default exists.
4. Conditions. The effectiveness of this Second Amendment shall be
subject to the satisfaction of the following conditions:
4.1. Legal Opinion. On the Amendment Date, the Agent shall have
received from Bird & Bird, special counsel for the Company and its
Subsidiaries, their opinion with respect to the English Borrower
required by Section 5.3.4 of the Amended Credit Agreement, which
opinion shall be in form and substance satisfactory to the Agent.
4.2. Payment of Agent's Legal Expenses. The Company shall
have paid the reasonable legal fees and expenses of the Agent with
respect to this Second Amendment and the transactions contemplated
hereby.
4.3. Proper Proceedings. This Second Amendment, each other Credit
Document and the transactions contemplated hereby and thereby shall
have been authorized by all necessary proceedings of each Obligor and
any of their respective Affiliates party thereto. All necessary
consents, approvals and authorizations of any governmental or
administrative agency or any other Person with respect to any of the
transactions contemplated hereby or by any other Credit Document shall
have been obtained and shall be in full force and effect. The Agent
shall have received copies of all documents, including certificates,
records of corporate and partnership proceedings and opinions of
counsel, which the Agent may have reasonably requested in connection
therewith, such documents where appropriate to be certified by proper
corporate, partnership or governmental authorities.
5. Covenants. The English Borrower covenants that within 30 days of
the Amendment Date:
5.1. Perfection of Security. The English Borrower shall duly
authorize, execute, acknowledge, deliver, file, register and record
such security agreements, notices, transfer powers and other
instruments as the Agent may request in order to perfect the security
interests and encumbrances purported or required in connection with
the acquisition by the English Borrower of Park Associates Limited and
of the business to be acquired with the proceeds of the increase in
the English Loan contemplated by this Second Amendment.
5.2. Amendment to Articles of Association of Park Associates
Limited. The English Borrower shall amend the Articles of Association
of Park Associates Limited so as to delete Article 10 thereof.
6. Further Assurances. Each of the English Borrower and the Company
and its other Subsidiaries will, promptly upon the request of the Agent from
time to time, execute, acknowledge, deliver, file and record all such
instruments and notices, and take all such other action, as the Agent deems
necessary or advisable to carry out the intent and purposes of this Second
Amendment.
7. General. The Amended Credit Agreement and all of the Credit
Documents are each confirmed as being in full force and effect. This Second
Amendment, the Amended Credit Agreement and the other Credit Documents referred
to herein or therein constitute the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior and
current understandings and agreements, whether written or oral. Each of this
Second Amendment and the Amended Credit Agreement is a Credit Document and may
be executed in any number of counterparts, which together shall constitute one
instrument, and shall bind and inure to the benefit of the parties and their
respective successors and assigns, including as such successors and assigns all
holders of any Credit Obligation. This Second Amendment
-2-
shall be governed by and construed in accordance with the laws (other
than the conflict of law rules) of The Commonwealth of Massachusetts.
[The rest of this page is intentionally blank.]
-3-
Each of the undersigned has caused this Second Amendment to be
executed and delivered by its duly authorized officer as an agreement under
seal as of the date first written above.
THE MARQUEE GROUP, INC.
By /s/ Xxx X. Xxxxxx
---------------------------------------
Xxx X. Xxxxxx
Chief Financial Officer
MARQUEE GROUP (UK) LIMITED
ATHLETES AND ARTISTS, INC.
SPORTS MARKETING AND TELEVISION
INTERNATIONAL, INC.
QBQ ENTERTAINMENT, INC.
PROSERV, INC.
PROSERV UK, INC.
MARQUEE ALPHABET CITY RECORDS, INC.
By /s/ Xxx X. Xxxxxx
---------------------------------------
As Chief Financial Officer of each
of the foregoing corporations
BANKBOSTON, N.A.,
as Agent under the Credit Agreement
By Xxxxxx Xxxxxxx
---------------------------------------
Title:
Amendment No. 2 to Credit Agreement
