THE MARQUEE GROUP, INC.
CREDIT AGREEMENT
Amendment No. 3
This Amendment, dated as of November 13, 1998 (this "Third
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 Third 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
Third 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.
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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 Section 6.5.1. Section 6.5.1 of the Credit
Agreement is amended so that the table therein reads in its entirety
as follows:
Period Ending Percentage
------------- ----------
Initial Closing Date through
September 30, 1998 450%
October 1, 1998 through
June 30, 1999 425%
July 1, 1999 through
Final Maturity Date 350%
3. Representation and Warranty. In order to induce the Agent to enter
into this Third Amendment, each of the Company and the Subsidiaries jointly and
severally represents and warrants that, after giving effect to this Third
Amendment, no Default exists.
4. Conditions. The effectiveness of this Third Amendment shall be
subject to the satisfaction of the following conditions:
4.1. Payment of Fees. The Company shall have paid (a) to the
Agent an amendment fee in the amount of $25,000 and (b) all
outstanding legal fees and expenses of the Agent's counsel that have
accrued through the Amendment Date with respect to this Third
Amendment and any other operations under the Credit Documents.
5. General. The Amended Credit Agreement and all of the Credit
Documents are each confirmed as being in full force and effect. This Third
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
Third 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 Third Amendment shall be governed by and
construed in accordance with the laws (other than the conflict of law rules) of
The Commonwealth of Massachusetts.
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Each of the undersigned has caused this Third 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 /s/ Xxxxxx Xxxxxxx
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Title:
Amendment No. 3 to Credit Agreement
