SEVENTH SUPPLEMENTAL INDENTURE
Exhibit 4.1
SEVENTH SUPPLEMENTAL INDENTURE
This Seventh Supplemental Indenture (this Supplemental Indenture), dated as of September 24, 2014, among SFX Entertainment, Inc., a Delaware corporation (the Issuer), the guarantors party hereto (the Guarantors) and U.S. Bank National Association, as Trustee (in such capacity, the Trustee) and as Collateral Agent (in such capacity, the Collateral Agent), supplements and amends the Indenture (as hereinafter defined).
W I T N E S S E T H
WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the Trustee and the Collateral Agent an indenture (as amended, supplemented or modified from time to time, the Indenture), dated as of February 4, 2014, providing for the issuance of 9.625% Second Lien Senior Secured Notes due 2019, including $220,000,000 which were issued on the date of the Indenture (the Initial Securities);
WHEREAS, all things necessary to make the $75,000,000 aggregate principal amount of Additional Securities (the New Securities, together with the Initial Securities, the Securities) issued under this Supplemental Indenture as part of the same series as the Initial Securities, when executed by the Issuer and authenticated and delivered to the Trustee and issued upon the terms and subject to the conditions set forth herein and in the Indenture against payment therefor, the valid, binding and legal obligations of the Issuer and to make this Supplemental Indenture a valid, binding and legal agreement of the Issuer, have been done;
WHEREAS, this Supplemental Indenture, the Officers Certificate and the Opinion of Counsel described in Sections 9.05, 12.03 and 12.04 are being delivered pursuant to Sections 2.01, 2.03 and 9.01(9) of the Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized by the Issuer and the Guarantors, and all other acts necessary to make this Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
ARTICLE 1
AUTHORIZATION AND ISSUANCE OF NEW SECURITIES
1.1 Authorization and Issuance of the New Securities.
(a) The Issuer is entitled to issue the New Securities under this Supplemental Indenture, which will have identical terms as the Initial Securities, other than with respect to the date of issuance. The New Securities will constitute Additional Securities under the Indenture, and the Initial Securities and the New Securities will be treated as a single class of securities for
all purposes under the Indenture and this Supplemental Indenture. The New Securities will be Permitted Indebtedness under the Indenture.
ARTICLE 2
EXECUTION AND AUTHENTICATION OF NEW SECURITIES
2.1 Execution and Authentication of the New Securities.
(a) The Trustee will, upon receipt of one or more written authentication orders of the Issuer signed by an Officer, authenticate and deliver the New Securities under the Indenture and this Supplemental Indenture.
ARTICLE 3
MISCELLANEOUS
3.1 Definitions.
All capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
3.2 Effectiveness.
This Supplemental Indenture shall become effective and binding upon the execution and delivery by each of the parties hereto (the Amendment Operative Time).
3.3 Effect of Supplemental Indenture.
From and after the Amendment Operative Time, the Indenture shall be amended and supplemented in accordance herewith. Each reference in the Indenture to this Indenture, hereunder, hereof, or herein shall mean and be a reference to the Indenture as amended and supplemented by this Supplemental Indenture unless the context otherwise requires. The Indenture and the Securities are in all respects ratified and confirmed and remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of the Indenture and this Supplemental Indenture shall be read together as though they constitute a single instrument, except that in the case of a conflict or inconsistency the provisions of this Supplemental Indenture shall control.
3.4 Governing Law.
THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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3.5 Waiver of Jury Trial.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
3.6 Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
3.7 Severability.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
3.8 Successors.
All agreements of the Issuer or any Guarantor in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. All agreements of the Collateral Agent in this Supplemental Indenture shall bind its successors.
3.9 Headings.
The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
3.10 Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Issuer.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| ISSUER: | |
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| SFX ENTERTAINMENT, INC., as Issuer | |
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| By: | /s/ Robert F.X. Sillerman |
| Name: Robert F.X. Sillerman | |
| Title: Chief Executive Officer |
[Signature Page to the Seventh Supplemental Indenture]
| GUARANTORS: | |
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| 430 ACQUISITION LLC | |
| 430R ACQUISITION LLC | |
| BEATPORT JAPAN, LLC | |
| BEATPORT, LLC | |
| CORE PRODUCTIONS LLC | |
| EZ FESTIVALS, LLC | |
| FLAVORUS, INC. | |
| ID&T/SFX MYSTERYLAND LLC | |
| ID&T/SFX NORTH AMERICA LLC | |
| ID&T/SFX Q-DANCE LLC | |
| ID&T/SFX SENSATION LLC | |
| ID&T/SFX TOMORROWWORLD LLC | |
| LETMA ACQUISITION, LLC | |
| MADE EVENT, LLC | |
| MICHIGAN JJ HOLDINGS LLC | |
| MICHIGAN JJ LLC | |
| PITA I LLC | |
| PITA III LLC | |
| SFX/AB LIVE EVENT CANADA, INC. | |
| SFX/AB LIVE EVENT LLC | |
| SFX/AB LIVE INTERMEDIATE HOLDCO LLC | |
| SFX ACQUISITION, LLC | |
| SFX DEVELOPMENT LLC | |
| SFX-DISCO INTERMEDIATE HOLDCO LLC | |
| SFX-DISCO OPERATING LLC | |
| SFX EDM HOLDINGS CORPORATION | |
| SFXE IP LLC | |
| SFX EX IP LLC | |
| SFX EXPERIENCE, LLC | |
| SFX-HUDSON LLC | |
| SFX-IDT N.A. HOLDING II LLC | |
| SFX-IDT N.A. HOLDING LLC | |
| SFX INTERMEDIATE HOLDCO II LLC | |
| SFX INTERNATIONAL, INC. | |
| SFX IP LLC | |
| SFX-LIC OPERATING LLC | |
| SFX MADE IP LLC | |
| SFX MANAGING MEMBER INC. | |
| SFX MARKETING LLC | |
| SFX NIGHTLIFE TELEVISION LLC | |
| SFX-NIGHTLIFE OPERATING LLC | |
| SFX-94 LLC | |
| SFX-PERRYSCOPE LLC | |
| SFX PLATFORM & SPONSORSHIP LLC | |
| SFX-REACT OPERATING LLC | |
| STEREOSONIC US IP LLC | |
| SPRING AWAKENING, LLC | |
| WORKTEAM ACQUISITION, LLC | |
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| By: | /s/ Richard Rosenstein |
| Name: Richard Rosenstein | |
| Title: Chief Financial Officer |
[Signature Page to the Seventh Supplemental Indenture]
| TRUSTEE: | |
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| U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
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| By: | /s/ Linda E. Garcia |
| Name: Linda E. Garcia | |
| Title: Vice President | |
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| COLLATERAL AGENT: | |
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| U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent | |
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| By: | /s/ Linda E. Garcia |
| Name: Linda E. Garcia | |
| Title: Vice President |
[Signature Page to the Seventh Supplemental Indenture]