THE MARQUEE GROUP, INC.
CREDIT AGREEMENT
Amendment No. 1
This Amendment, dated as of August 12, 1998 (this "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 Amendment amends the Credit
Agreement dated as of July 31, 1998 among the parties hereto and the Lenders
(as in effect prior to giving effect to this 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 hereof, the
Credit Agreement is amended as follows:
2.1. Amendment of Definition of English Borrower. Section 1.48 of
the Credit Agreement is amended to read in its entirety as follows:
"1.48 "English Borrower" means Marquee Group (UK) Limited, a
company organized under the laws of England."
2.2. Amendment of Exhibit 2.2.3. Exhibit 2.2.3 to the Credit
Agreement is replaced in its entirety with Exhibit 2.2.3 hereto.
3. Representation and Warranty. In order to induce the Agent to enter
into this Amendment, each of the Company and the Subsidiaries jointly and
severally represents and warrants that, after giving effect to this Amendment,
no Default exists.
4. General. The Amended Credit Agreement and all of the Credit
Documents are each confirmed as being in full force and effect. This 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 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 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 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
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Xxx X. Xxxxxx
Chief Financial Officer
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
---------------------------------
Title:
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Exhibit 2.2.3
FORM OF ENGLISH NOTE
R-__ ______, 1998
FOR VALUE RECEIVED, the undersigned, Marquee Group (UK) Limited, a
company organized under the laws of England (the "Company"), hereby promises to
pay [__________] (the "Lender") or order, on the Final Maturity Date, the
aggregate unpaid principal amount of the loans made by the Lender to the
Company as part of the Loan pursuant to the Credit Agreement referred to below.
The Company promises to pay interest from the date hereof, computed as provided
in the Credit Agreement, on the aggregate principal amount of such loans from
time to time unpaid at the per annum rate applicable to such unpaid principal
amount as provided in such Credit Agreement, all such interest being payable at
the times specified in the Credit Agreement, except that all accrued interest
shall be paid at the stated or accelerated maturity hereof or upon the
prepayment in full hereof.
Payments hereunder shall be made to BankBoston, N.A., as agent for the
Lender, at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at 00 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxx XX0X 0XX.
All loans made by the Lender as part of the Loan pursuant to the
Credit Agreement referred to below and all repayments of the principal thereof
shall be recorded by the Lender and, prior to any transfer hereof, appropriate
notations to evidence the foregoing information with respect to each such loan
then outstanding shall be endorsed by the Lender on the schedule attached
hereto or on a continuation of such schedule attached to and made a part
hereof; provided, however, that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Company
under this Note, such Credit Agreement or any other Credit Document.
This Note evidences borrowings under, and is entitled to the benefits
of, and is subject to the provisions of, the Credit Agreement dated as of July
31, 1998, as from time to time amended and in effect (the "Credit Agreement"),
among The Marquee Group, Inc., certain of its Subsidiaries (including the
Company), the Lender and the Agent. The principal of this Note is prepayable in
the amounts and under the circumstances set forth in the Credit Agreement, and
may be prepaid in whole or from time to time in part, all as set forth in the
Credit Agreement. Terms defined in the Credit Agreement are used herein with
the meanings so defined.
In case an Event of Default shall occur, the entire principal of this
Note may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.
This Note shall be governed by and construed in accordance with the
laws (other than the conflict of laws rules) of The Commonwealth of
Massachusetts.
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The parties hereto hereby waive presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of payment,
forbearance or other indulgence without notice.
MARQUEE GROUP (UK) LIMITED
By
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Title:
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LOANS AND PAYMENTS OF PRINCIPAL
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Amount Amount of Unpaid
of Principal Principal Notation
Date Loan Repaid Balance Made By
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