AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT January 23, 2003
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AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
January 23, 2003
This Amendment No. 1 to Restructuring Agreement (this "Amendment") amends that certain Restructuring Agreement dated as of January 20, 2003 (the "Agreement") by and among YouthStream Media Networks, Inc. ("YouthStream") and its subsidiary, Network Event Theater, Inc. ("NET"), each of which is a Delaware corporation, and the Ravich Revocable Trust of 1989 (Xxxx X. Xxxxxx, Trustee) (the "Ravich Trust"), the United States Small Business Administration as Receiver for Interequity Capital Partners, LP, TCW Shared Opportunity Fund II, L.P., Shared Opportunity Fund IIB, LLC, The Xxxxxxx and Xxxxx Xxxxxxxx Living Trust Dated December 7, 1989 (Xxxxxxx Xxxxxxxx, Trustee), The Xxxxxxx Community Property Trust Dated April 15, 1998 (Xxxxxx X. Xxxxxxx, Trustee), and Xxxx Xxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxxxxx, Xxxx Xxxxxx and Xxxx X. Xxxxxx, individually. The parties to this Amendment are YouthStream, NET and the Ravich Trust. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
RECITALS
WHEREAS, pursuant to Sections 1(c) (ii) and 1(d)(ii) of the Agreement, YouthStream was to have issued the Ravich Trust an aggregate of 3,486,875 shares of YouthStream common stock (representing 8.75% of the shares of YouthStream common stock to be outstanding after issuance of the shares pursuant to the Agreement) (the "Shares"); and
WHEREAS, the parties to this Amendment wish to modify the issuance of the Shares to provide for different issuees as provided herein.
THEREFORE in consideration of the foregoing recitals and the mutual covenants and promises set forth in this Agreement, the parties agree as follows:
- 1.
- Amendments to Agreement. In lieu of the issuance of the Shares to the Ravich Trust as provided in Sections 1(c)(ii) and
1(d)(ii) of the Agreement, the Shares shall be issued as follows: (a) 760,000 Shares to the Ravich Trust and (b) 1,075,000 Shares to each of the following charitable
organizations: (i) the Xxxxxx School in Los Angeles, California; (ii) the Village School in Pacific Palisades, California; and (iii) CapCure in Los Angeles, California; provided,
that in the event any one of the foregoing entities does not wish to receive such Shares for any reason, such Shares shall be issued first to the Xxxxxxx School of the University of Pennsylvania and
then to United Jewish Appeal, and any Shares not accepted in accordance with the foregoing provisions shall not be required to be issued to any person or entity. It is the intent of this Amendment
that neither the Ravich Trust nor any other recipient shall receive Shares in an amount that, when combined with all other shares of YouthStream common stock beneficially owned by such recipient,
would exceed 4.9% of the total shares of YouthStream common stock outstanding, and the number of Shares issued to any recipient shall be reduced to the extent necessary to comply with this restriction
(e.g. if more than one of the designated recipients elects not to receive Shares and such Shares are never issued, the number of Shares issued to the remaining recipients may be required to be reduced
in order to comply with the 4.9% limitation). The parties acknowledge that any Shares issued in accordance with the foregoing provisions may not necessarily be issued at the closing contemplated by
the Agreement, but the parties shall use reasonable efforts to cause such Shares to be issued as promptly as reasonably practicable after the closing.
- 2.
- Miscellaneous. Except as specifically modified hereby, the Agreement shall remain in full force and effect. This Amendment shall not affect the rights or obligations under the Agreement of any Holder other than the Ravich Trust. The Agreement, as modified by this Amendment, contains a complete statement of all of the arrangements among the parties with respect to its subject matter and cannot be changed or terminated orally, and may only be amended by written agreement of
YouthStream, NET and the Holder or Holders whose rights or obligations hereunder are affected by the amendment. The Agreement, as modified by this Amendment, shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in New York.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.
| YouthStream Media Networks, Inc. | Network Event Theater, Inc. | |||||
By: |
Name: Xxxxxx Xxxxx Title: Chairman |
By: |
Name: Xxxxxx Xxxxx Title: Director |
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Ravich Revocable Trust of 1989 |
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By: |
Xxxx X. Xxxxxx, Trustee |
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AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT January 23, 2003
