October 27, 2010
Exhibit 10.18
October 27, 2010
Xxxxxx X. Xxxxx Trust Agreement Xxxxxx X. Xxxxx, Trustee
0000 0xx Xxx #0000,
Xxxxxxx, XX 00000
Re: Confirmation of Certain Consent and Exchange Fees
Dear Xx. Xxxxx:
Reference is made to the holding by Xxxxxx X. Xxxxx Trust Agreement, Xxxxxx X. Xxxxx, Trustee (the “Trust”) of certain Second Lien Notes issued by Interactive Networks Inc. (“INI”), in December 2007 (the “Old Second Lien Notes”).
1. Consents and Waivers Provided. The Parties acknowledge and agree that the Trust has generally previously provided certain consents to waivers and amendments to the terms and conditions relating to the Old Second Lien Notes and has not objected to and cooperated in the Company’s ongoing financing and refinancing arrangements.
2. Consent and Exchange Fee. In consideration of the Trust’s (i) consenting to the waiver of certain terms and conditions relating to the Old Second Lien Notes, and (ii) committing to exchange its Old Second Lien Notes and certain other of its indebtedness of INI for new first lien notes and new non-cash pay second lien notes (the “New Notes”) to be issued in October 2010 by Friend Finder Networks Inc. and INI, as co issuers, the Company hereby agrees to pay to the Trust Consent and Exchange Fees payable as follows:
Due Date
|
Amount Payable
|
December 15, 2010
|
$3,000,000
|
December 31, 2010
|
$910,000
|
December 31, 2011
|
$910,000
|
December 31, 2012
|
$910,000
|
March 31, 2013
|
$227,500
|
INI and FFN represent, acknowledge and agree that no such Consent and Exchange Fees will be subject to the Intercreditor and Subordination Agreement to be executed in connection with the issuance of the New Notes.
3. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart
so that all signature pages are physically attached to the same document. Facsimile signatures shall be considered originals for all purposes.
Xxxxxx X. Xxxxx Trust Agreement
October 27, 2010
Page 2
4. Governing Law, Etc. This Amendment shall be governed by, and
construed in accordance with, the law of the state of New York applicable to contracts made and to be performed in the state of New York. Any legal action or proceeding with respect to this Amendment may be brought in the courts of the state of New York in the county of New York or in the United States District Court for the Southern District of New York and, by execution and delivery of this Agreement, each party hereby irrevocably accepts the jurisdiction of the aforesaid courts.
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If the terms of this letter agreement are acceptable to you, please sign below and return such letter agreement to the undersigned.
By: /s/ Xxxx Xxxxx
Xxxx Xxxxx, Secretary
INTERACTIVE NETWORK, INC.
By: /s/ Xxxx Xxxxx
Xxxx Xxxxx, Secretary
Accepted and agreed as of ____ this day of October, 2010.
XXXXXX X. XXXXX TRUST AGREEMENT
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Trustee