AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT ("Amendment"), dated May __,
1998, by and between SFX Broadcasting, Inc., a Delaware corporation ("SFX"),
SFX Entertainment, Inc., a Delaware corporation ("Entertainment"), and SBI
Holding Corporation, a Delaware corporation ("Parent").
WHEREAS, SFX, Entertainment and Parent have entered into a
Distribution Agreement dated as of April 20, 1998 (the "Distribution
Agreement");
WHEREAS, SFX and Entertainment desire to amend the calculation of
"Working Capital" in the Distribution Agreement, and Parent desires to consent
to such amendment, as contemplated by Section 12.4 of the Distribution
Agreement; and
WHEREAS, capitalized terms used and not defined in this Amendment have
the respective meanings ascribed them in the Distribution Agreement;
NOW, THEREFORE, SFX and Entertainment hereby agree as follows, and
Parent consents to such agreement:
1. The second paragraph of Section 2.2(d) of the Distribution
Agreement is hereby amended by inserting at the end of such paragraph the
following:
, and (xiv) be increased by any amounts paid by SFX prior to the
Effective Time for insurance required to be maintained by Parent
pursuant to Section 5.04(c) of the Merger Agreement, such amounts not
to exceed $280,000.
2. The last sentence of Section 2.2(d) of the Distribution Agreement
is hereby amended to read as follows:
The term "Average Trading Price" shall mean the highest of the
following amounts: (i) the difference between (A) the average of the
last sales price of the Series E Preferred Stock during the 15
consecutive business days ending on the Closing Date, less (B) an
amount equal to $250,000 divided by 142,032, or (ii) the average of
the last sales price of the Series E Preferred Stock during the 15
consecutive business days immediately preceding February 9, 1998.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the day and year first above written.
SFX BROADCASTING, INC. SBI HOLDING CORPORATION,
consenting to this Amendment
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
----------------------------- -----------------------------
Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President Title:
SFX ENTERTAINMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
Executive Vice President
