AMENDMENT NO. 2 TO
ESCROW AGREEMENT
Reference is hereby made to that certain Agreement dated as of the
15th day of August, 1996 and amended by Amendment No. 1 thereto (the "Escrow
Agreement"), 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 ("Amendment No. 2") the Escrow
Agreement as follows:
A. By striking Section 3 thereof in its entirety and
by substituting in lieu thereof the following new Section 3:
"3. During the Escrow Period, the Escrow Agent shall receive all of
the money, securities, rights or property distributed in respect of the Escrow
Shares then held in escrow, including any such property distributed as
dividends or pursuant to any stock split, stock distribution, merger,
recapitilization, dissolution, or total or partial liquidation of the Company
provided however, that with the exception of any securities of the Company or
any successor to the Company issued as a result of any of the foregoing (which
shall be held and distributed as herein provided and hereinafter referred to
collectively as the "Escrow Property"), such property shall be delivered to
the Stockholders promptly upon the Escrow Agent's receipt thereof."
B. By striking Section 4(c) of the Escrow Agreement in
its entirety and by substituting in lieu thereof the following
Section 4(c):
"(c) The determination of Minimum Pretax Income shall be (i)
calculated exclusive of (x) 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) and (y) any interest expense relating to the debentures
issued by the Company in connection with the Company's August 1996 private
placement; (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."
THE MARQUEE GROUP, INC.
By:
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Xxxxxx X. Xxxxxxxxx, President
and Chief Executive Officer
Continental Stock Transfer & Trust Company
By:
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STOCKHOLDERS:
The Sillerman Companies, Inc.
By:
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Xxxxxx F.X. Sillerman Xxxxxxx Xxxxx
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Xxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxxx Xxxxxxxxx
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