Attached files
file | filename |
---|---|
EX-31.1 - EX-31.1 - SFX Entertainment, INC | a15-17864_1ex31d1.htm |
EX-10.9 - EX-10.9 - SFX Entertainment, INC | a15-17864_1ex10d9.htm |
EX-2.2 - EX-2.2 - SFX Entertainment, INC | a15-17864_1ex2d2.htm |
EX-32.2 - EX-32.2 - SFX Entertainment, INC | a15-17864_1ex32d2.htm |
EX-32.1 - EX-32.1 - SFX Entertainment, INC | a15-17864_1ex32d1.htm |
EX-31.2 - EX-31.2 - SFX Entertainment, INC | a15-17864_1ex31d2.htm |
EX-10.10 - EX-10.10 - SFX Entertainment, INC | a15-17864_1ex10d10.htm |
EX-10.11 - EX-10.11 - SFX Entertainment, INC | a15-17864_1ex10d11.htm |
10-Q - 10-Q - SFX Entertainment, INC | a15-17864_110q.htm |
Exhibit 10.12
November 4, 2015
SFX Entertainment, Inc.
SFX-React Operating LLC
430 Park Avenue, 6th Floor
New York, NY 10022
Attention: Shelly Finkel
Mitchell Nelson, Esq.
Robert F.X. Sillerman
902 Broadway, 15th Floor
New York, New York 10010
Re: Amendment and Reaffirmation of Guaranty and Promissory Note
Gentlemen:
Reference is made to (i) that certain Guaranty dated July 7, 2015 (the Guaranty) made by Robert F.X. Sillerman (Guarantor) for the benefit of React Presents, Inc., Clubtix, Inc., Lucas King and Jeffrey Callahan (collectively, Holders), and (ii) that certain Promissory Note dated July 7, 2015 (the Promissory Note) made by SFX Entertainment, Inc. and SFX-React Operating LLC (collectively, Makers) in favor of Holders.
Pursuant to the Promissory Note, and as defined therein, the Third Installment payment in the amount of $2,000,000 was due on November 2, 2015. Makers have requested that the Third Installment under the Promissory Note be extended such that it is due on December 1, 2015; and Holders are willing to agree to such extension, all upon the terms and conditions set forth in this letter agreement.
Therefore, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.
The Third Installment payment due date under the Promissory Note shall be and hereby is amended, modified and extended to December 1, 2015.
The Guaranty Limitation Amount, as defined in the Guaranty, as $7,000,000, shall be and hereby is amended, modified and increased to $7,829,353.13.
The undersigned Guarantor hereby acknowledges, confirms and ratifies (i) the Guaranty, (ii) that all of Guarantors obligations, covenants and agreements under the Guaranty, and all of the rights and remedies of Holders thereunder and with respect thereto, remain in full force and effect, and (iii) that the Guaranty, as modified by this letter agreement, is hereby reaffirmed and admitted to be in existence. Except as specifically and expressly modified by this letter agreement, the Guaranty (including any and all provisions thereof) shall not be, and is not, impaired, limited, reduced, compromised or modified by any acts or dealings of the parties prior to the date hereof, by any payments made pursuant to and in accordance with the Promissory Note prior to the date hereof, or otherwise.
The undersigned Makers hereby acknowledge, confirm and ratify (i) the Promissory Note, (ii) that all of Makers obligations, covenants and agreements under the Promissory Note, and all of the rights and remedies of Holders thereunder and with respect thereto, remain in full force and effect, and (iii) that
the Promissory Note, as modified by this letter agreement, is hereby reaffirmed and admitted to be in existence. Except as specifically and expressly modified by this letter agreement, and except with respect to payments previously made in reduction of the original principal amount thereof, the Promissory Note (including any and all provisions thereof) shall not be, and is not, impaired, limited, reduced, compromised or modified by any acts or dealings of the parties prior to the date hereof, or otherwise.
|
Very truly yours, | |||||
|
| |||||
|
REACT PRESENTS, INC., CLUBTIX, INC., | |||||
|
JEFFREY CALLAHAN and LUCAS KING | |||||
|
| |||||
|
| |||||
|
By: |
/s/ Harlan D. Kahn | ||||
|
|
One of their attorneys | ||||
|
| |||||
|
| |||||
ACKNOWLEDGED, ACCEPTED |
| |||||
AND AGREED: |
| |||||
|
| |||||
SFX ENTERTAINMENT, INC. |
| |||||
|
| |||||
By: |
/s/ Robert F.X Sillerman |
|
| |||
|
|
| ||||
Its: |
Chief Executive Officer/Chairman |
|
| |||
|
| |||||
|
| |||||
|
| |||||
SFX-REACT OPERATING, LLC |
| |||||
|
| |||||
By: |
/s/ Sheldon Finkel |
|
| |||
|
|
| ||||
Its: |
Vice President |
|
| |||
|
|
|
| |||
|
|
|
| |||
/s/ Robert F.X Sillerman |
|
| ||||