Exhibit 4.1

 

SIXTH SUPPLEMENTAL INDENTURE

 

This Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of September 9, 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 (the “Notes”);

 

WHEREAS, Section 9.02 of the Indenture provides that, subject to certain exceptions inapplicable hereto, the Issuer, the Guarantors, the Trustee and the Collateral Agent may modify, amend or supplement the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding voting as a single class (the “Requisite Consents”);

 

WHEREAS, the Issuer has solicited the consents (the “Consent Solicitation”) of the Holders pursuant to the terms and conditions set forth in that certain Amended and Restated Consent Solicitation Statement dated September 5, 2014 (the “Statement”) and the related Amended and Restated Consent Letter dated September 5, 2014, in order to amend the Indenture as described therein and provided for herein;

 

WHEREAS, in connection with the Consent Solicitation, the Holders that have delivered and have not withdrawn a valid written consent on a timely basis (the “Consenting Holders”) are entitled to receive a consent fee (the “Consent Payment”) with respect to the Notes in respect of which they have validly consented, payable if all conditions to the Consent Payment described in the Statement, including, without limitation, the receipt of the Requisite Consents and the execution of this Supplemental Indenture, are satisfied or waived;

 

WHEREAS, the Requisite Consents to this Supplemental Indenture have been obtained and not withdrawn;

 

WHEREAS, the Issuer has delivered or is delivering contemporaneously herewith to the Trustee (i) evidence of receipt of the Requisite Consents to this Supplemental Indenture, and (ii) the Officers’ Certificate and Opinion of Counsel described in Sections 9.05, 12.03 and 12.04 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 as follows:

 

ARTICLE 1

 

AMENDMENT OF INDENTURE

 

1.1                               Amendment to the Indenture.

 

(a)                                 Clause (b)(2) of the definition of “Consolidated EBITDA” in Section 1.01 of the Indenture is hereby amended and restated to read in its entirety as follows:

 

incremental contributions to Consolidated EBITDA that the Issuer reasonably believes in good faith could have been realized or achieved from the guaranteed payments provided under one or more Qualified Marketing Agreements entered into after the beginning of relevant period and on or prior to the relevant date of determination if such Qualified Marketing Agreements had been effective as of the beginning of such relevant period; provided, however, that such incremental contributions were reasonably identifiable and quantified in good faith in an Officers’ Certificate delivered to the Trustee at the time of any calculation of Consolidated EBITDA; and

 

(b)                                 Clause (3) of the definition of “Permitted Liens” shall be amended to insert “Initial” before “Securities” in the parenthetical.

 

ARTICLE 2

 

MISCELLANEOUS

 

2.1                               Definitions.

 

All capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.2                               Effectiveness.

 

This Supplemental Indenture shall become effective and binding upon the execution and delivery by each of the parties hereto (the “Amendment Operative Time”).  Promptly following the Amendment Operative Time, the Issuer shall pay the Consent Payment to Consenting Holders in accordance with the terms set forth in the Statement.

 

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2.3                               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.  Except as amended hereby, the Indenture and the Notes 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 Notes 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.

 

2.4                               Governing Law.

 

THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

2.5                               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 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

 

2.6                               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.

 

2.7                               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.

 

2.8                               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.

 

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2.9                               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.

 

2.10                        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:
    
	
 
    	
 
    
	
 
    	
SFX   ENTERTAINMENT, INC., as Issuer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert F.X. Sillerman
    
	
 
    	
Name:
    	
Robert   F.X. Sillerman
    
	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard Rosenstein
    
	
 
    	
Name:
    	
Richard   Rosenstein
    
	
 
    	
Title:
    	
Chief   Financial Officer
    


 











 

	
 
    	
TRUSTEE:
    
	
 
    	
 
    
	
 
    	
U.S.   BANK NATIONAL ASSOCIATION, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Linda E. Garcia
    
	
 
    	
Name:
    	
Linda E. Garcia
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
COLLATERAL   AGENT:
    
	
 
    	
 
    
	
 
    	
U.S.   BANK NATIONAL ASSOCIATION, as Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Linda E. Garcia
    
	
 
    	
Name:
    	
Linda E. Garcia
    
	
 
    	
Title:
    	
Vice   President