EXHIBIT A
BRIDGE FINANCING NOTE
$___________________ ______ __, 1997
THE MARQUEE GROUP, INC., a Delaware corporation
having a business address at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX
00000 (the "Borrower"), hereby promises to pay to the order of THE XXXX
ALTERNATIVE INCOME FUND, L.P. (the "Lender"), the principal sum of
___________________________________ ($___________)(the "Principal"), in lawful
money of the United States of America and in immediately available funds, on
the date(s) and in the manner provided in the Bridge Financing Agreement
described below. The Borrower also promises to pay interest on the unpaid
principal balance hereof, for the period such balance is outstanding, at said
principal office, in like money, at the rates of interest as provided for
below, on the date(s) and in the manner as provided for below (the
"Interest").
This Note is the Bridge Financing Note referred to in the
Bridge Financing Agreement dated as of August 26, 1997 between the Borrower
and the Lender (as amended from time to time the "Bridge Financing Agreement")
and evidences the Loan made by the Lender thereunder. All terms not defined
herein shall have the meanings given to them in the Bridge Financing
Agreement.
The Loan shall mature upon the earlier to occur of (i) the
closing of any Offering by the Borrower or (ii) 90 days from the Borrower's
receipt of the Loan (the "Maturity Date"). The Loan is due and payable on the
Maturity Date.
Both principal and interest are payable in lawful money of
the United States of America to the Lender at Summit Bank (ABA 021 202162) for
the account of the Lender, account number 0035257969 (or to such other account
as the Lender may hereafter specify to the Borrower by written notice), in same
day funds.
Accrued but unpaid Interest shall be paid on the Maturity
Date and at the end of each 90 day period following the Maturity Date if any
portion of this Note remains outstanding following the Maturity Date. Interest
shall be calculated as follows: (i) during the 90 days immediately following
the Borrower's receipt of the Loan (the "Initial 90 Day Period"), the interest
rate on the Loan shall be 11 1/4% per annum (the "Initial Interest Rate"); and
(ii) after the Initial 90 Day Period, the Initial Interest Rate of 11 1/4%
shall be increased by 50 basis points every 90 days until such time as the
Loan is satisfied. In the event that the interest rate exceeds 14%, the
Borrower shall have the option of paying in kind that amount of Interest which
exceeds 14%; provided, however, if the Borrower chooses to pay in kind any
portion of the Interest, the interest rate shall thereafter be increased by 75
basis points every 90 days. In addition, the interest rate shall be increased
by 300 basis points during the pendency of: (i) any Event of Default under
Section 7.1(e) of the Bridge Financing Agreement or (ii) any other Event of
Default if the Lender has by written notice to the Borrower declared this Note
immediately due and payable. Interest shall in no event exceed the maximum
amount permitted by law.
The Bridge Financing Agreement provides for the acceleration
of the maturity of principal and Interest upon the occurrence of certain
Events of Default and for certain other terms and conditions as specified
therein.
The Borrower waives presentment, notice of dishonor, protest
and any other notice of formality with respect to this Note.
This Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of New York.
THE MARQUEE GROUP, INC.
By
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Name:
Title:
