SHARE PURCHASE AGREEMENT OF A.H.O.S.P.E. EMPREENDIMENTOS E PARTICIPAÇÕES S.A.Share Purchase Agreement • December 16th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
ROBERTO MEDINA, Brazilian, single, advertising businessman, with commercial address in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Paisagista José Silva de Azevedo Neto No. 200, block 1, suite 205, Empreendimento O², Barra da Tijuca, bearer of Identity Card issued by IFP/RJ under No. 01.952.064-2 and enrolled with the Individual Taxpayers Register (“CPF/MF”) under No. 034.653.737-15 (“Roberto”);
SPRINGING UNCONDITIONAL GUARANTY dated as of December 12, 2013 given by ROBERT F.X. SILLERMAN to DEUTSCHE BANK AG, NEW YORK BRANCHSpringing Unconditional Guaranty • December 16th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS SPRINGING UNCONDITIONAL GUARANTY, dated as of December 12, 2013 (as same may be amended, supplemented, renewed, extended, replaced, or restated from time to time, this “Guaranty”), is entered into by ROBERT F.X. SILLERMAN, an individual person (“Guarantor”) in favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“Lender”).
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT SFX ENTERTAINMENT, INC., as Borrower and DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender DATE OF AGREEMENT: December 12, 2013Letter of Credit and Reimbursement Agreement • December 16th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of December 12, 2013, by and between SFX ENTERTAINMENT, INC., a corporation duly formed in the State of Delaware, as borrower (“Borrower”) and DEUTSCHE BANK AG, NEW YORK BRANCH, as lender (“Lender”).
GENERAL PLEDGE AND SECURITY AGREEMENTGeneral Pledge and Security Agreement • December 16th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
GENERAL PLEDGE AND SECURITY AGREEMENT, dated as of December 12, 2013 (as amended, supplemented, modified, renewed, extended, restated or amended and restated from time to time, this “Security Agreement”), made by SFX ENTERTAINMENT, INC., a Delaware corporation (the “Pledgor”), in favor of DEUTSCHE BANK, AG NEW YORK BRANCH (the “Secured Party”). Capitalized terms used herein that are not otherwise defined herein shall have the same meaning as set forth in the Reimbursement Agreement (as hereinafter defined).
AMENDMENT NO. 3 TO GUARANTEE AGREEMENTGuarantee Agreement • December 16th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Amendment No. 3 to Guarantee Agreement, dated as of December 12, 2013 (this “Amendment”) is made by and among Robert F. X. Sillerman (in his capacity as an individual and not as an officer, director or member (or other similar analogous role) of any entity), and his successors and permitted assigns (collectively, the “Individual Guarantor”), Barclays Bank PLC, as a lender and as collateral agent (the “Collateral Agent”) on behalf of the Secured Parties and the other lenders party to the Credit Agreement referred to below.
