ADDENDUM TO MASTER RECORDING PURCHASE AGREEMENT
ADDENDUM TO MASTER RECORDING PURCHASE AGREEMENT dated as of the __ day
of September 1998, by and between PLANET ENTERTAINMENT CORPORATION., a Florida
corporation ("Buyer"), and GULF COAST MUSIC, L.L.C., a Louisiana corporation
("Seller").
WHEREAS, the parties hereto have entered into a Master Recording
Purchase Agreement as of the date hereof, and
WHEREAS, Buyer wishes to enter into new arrangements by which to redeem
its common stock and the Promissory Note entered into in connection with the
Master Recording Purchase Agreement,
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises contained herein, the parties hereby covenant and agree as follows:
1. Seller shall transfer the 694,000 shares of common stock issued to
Seller pursuant to Paragraph 3.1 of the Master Recording Purchase Agreement to
"Xxxxx Xxxxx & Fix, P.C., as Escrow Agent for Gulf Coast Music, L.L.C." Such
shares shall be released by Seller to the Buyer upon receipt of payment of the
Promissory Note as set forth in Paragraph 5, below. It is expressly understood
that the Seller is not a "Seller" as that term is defined under the Securities
Act of 1933, and that Seller's interest, and that of its Escrow Agent, in these
securities is solely that of a secured party holding a security interest in
these shares to secure payment under the Promissory Note. Should Seller be
construed as a "Seller" as that term is defined under the Securities Act of
1933, Buyer agrees to fully indemnify Seller from all liability arising
therewith, as provided for with regard to those Indemnifiable Matters as set
forth in the Master Recording Purchase Agreement.
2. Buyer shall make a Promissory Note in the amount of $2,300,000,
payable to Seller in full on or before December 15, 1998. Seller shall place
this Note in escrow with Xxxxx Xxxxx & Fix, P.C., as Escrow Agent.
3. Seller shall place in escrow with Xxxxx Xxxxx & Fix, P.C., the
Promissory Note in the amount of $1,250,000 (the principal amount outstanding of
which is $750,000) (hereinafter the "$1,250,000 Promissory Note"), made pursuant
to Paragraph 3.2 of the Master Recording Purchase Agreement.
4. Seller shall place in escrow with Xxxxx Xxxxx & Fix, P.C. a UCC-3
form, duly executed, releasing Seller's security interest in and to the Master
Recordings sold to Buyer pursuant to the Master Recording Purchase Agreement.
5. Upon payment by Buyer to Seller of $2,300,000 by certified or bank
check to Seller care of Xxxxx Xxxxx & Fix, P.C., as Escrow Agent, the 694,000
shares of common stock referred to in Paragraph 1 above shall be transferred to
the Buyer, the Promissory Notes referred to in Paragraphs 2 and 3 above, and the
UCC-3 referred to in Paragraph 4 above shall be released to
Buyer by the Escrow Agent and the amount of $2,300,000 shall be released to
Seller.
6. In the event that the Buyer does not make timely payment to Seller
in the amount of $2,300,000 as referred to in Paragraph 6 above, Xxxxx Xxxxx &
Fix, P.C., as Escrow Agent, shall transfer to the Seller the 694,000 shares of
common stock referred to in Paragraph 1 above and shall release to Seller the
$1,250,000 Promissory Note referred to in Paragraph 3 above and the UCC-3
referred to in Paragraph 4 above. Simultaneously, Xxxxx Xxxxx & Fix, P.C., as
Escrow Agent, shall release to Buyer the Promissory Note in the amount of
$2,300,000 referred to in Paragraph 2 above.
7. The parties acknowledge that although Escrow Agent has acted as the
Attorney for the Seller for all other purposes, the Escrow Agent is acting
solely as a stakeholder at the request of the parties and for their convenience
and that Escrow Agent shall not be liable to either party or to anyone else for
any act or omission on its part unless taken or suffered in bad faith or in
willful disregard of this Agreement or involving gross negligence on the part of
the Escrow Agent. Seller and Buyer jointly and severally shall defend, indemnify
and hold Escrow Agent harmless from and against all costs, claims and expenses,
including but not limited to, reasonable attorney's fees, incurred in connection
with the performance of Escrow Agent's duties hereunder except with respect to
actions or omissions taken or suffered by Escrow Agent in bad faith or willful
disregard of this Agreement or involving gross negligence on the part of Escrow
Agent. Except with respect to actions, omissions, or refraining to act, taken or
suffered by Escrow Agent in bad faith or willful disregard of this Agreement or
involving gross negligence on the part of Escrow Agent, Escrow Agent may act or
refrain from acting in respect of any matter referred to herein in full reliance
upon and with the advice of counsel outside its firm which may be selected by
it, and shall be fully protected in so acting or refraining from acting upon the
advice of such counsel. Any fees payable to outside counsel shall be the sole
responsibility of Seller and shall be paid in full prior to the release of any
materials from escrow
8. Any notice, request, demand, consent, approval or other
communication ("Notice") required or permitted to be given hereunder shall be
validly given, made or served if in writing and either (a) sent by either of the
parties hereto or by the respective attorneys who are hereby authorized to do so
on their behalf or by the Escrow Agent by certified mail return receipt
requested or (b) delivered in person, with the receipt acknowledged, to the
respective addressees as set forth below for each party and for the Escrow Agent
or to use such other address as such party or Escrow Agent shall hereafter
designate by Notice given to the other party or parties and the Escrow Agent
pursuant to this paragraph. Each Notice mailed shall be deemed to be given on
the fourth business day following the date of mailing the same, except that any
Notice to Escrow Agent shall be deemed given only upon receipt by Escrow Agent
and each Notice given in person shall be deemed given when delivered.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
GULF COAST MUSIC, L.L.C.
By: /s/ XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx, General Manager
PLANET ENTERTAINMENT CORPORATION
By: /s/ XXXXXXX GIAKIS
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Xxxxxxx Giakis, Chairman
