Exhibit 2
May 27, 1998
Xxxxxx F.X. Sillerman
SFX Entertainment, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxx:
This letter, when countersigned by you, will constitute our mutually
binding agreement (the "Agreement") with respect to the subject matter hereof.
While this Agreement deals primarily with restrictions on shares of
SFX Entertainment, Inc., ("SFX") owned by me, it is supported by consideration
in the form of $100 in cash, the receipt of which is hereby acknowledged, and
certain compromises and accommodations which you have made in the
interpretation of the agreements pursuant to which I held my interest in SFX
Broadcasting, Inc.
For so long as I hold any common stock of SFX owned by me at the time
of the completion of all transactions related to the SFX Broadcasting merger
with Xxxxx Muse, or any SFX common stock hereafter acquired by me from SFX
(collectively, the "SFX Common Stock"), it is agreed as follows:
1. I will vote the SFX Common Stock in concert with any directions
received from you.
2. I will, at any time upon your request, exchange shares of any 10
for 1 voting SFX Common Stock (the "Class B Common Stock") held
by me, for shares of 1 for 1 voting SFX Common Stock, (the "Class
A Common Stock"), provided that you deliver to me satisfactory
evidence that such exchange will not result in any adverse tax
consequence to me.
3. I will provide you with at least three business days' notice of
my intention to sell any shares of Class B Common Stock and give
you the opportunity to either (a) purchase such shares for cash
at the closing price posted in the Wall Street Journal the first
business day following delivery of such notice, or (b) exchange a
like number shares of Class B Common Stock for shares of Class A
Common Stock, provided that you
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deliver to me satisfactory evidence that such exchange will have
no tax consequence to me more adverse than would result from the
sale contemplated by me.
4. To the extent that I dispose of any of the SFX Common Stock
following the record date for any vote of the shareholders of SFX
and prior to the actual voting date, I will provide you with an
appropriate proxy to vote such shares in the relevant vote.
The Agreement may be offered to the Transfer Agent for the SFX Common
Stock as evidence of our agreement with respect to the foregoing, should you
reasonably deem that to be necessary. However, none of the certificates
representing my SFX Common Stock shall be legended to reflect this Agreement.
If the foregoing accurately reflects our agreement, kindly countersign
this Agreement in the space provided below.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Agreed to:
/s/ Xxxxxx F.X. Sillerman
-----------------------------
Xxxxxx F.X. Sillerman
Page 17 of 29 Pages
