Exhibit 10.20


 


LICENSE AGREEMENT


 


THIS AGREEMENT is made and entered into as of the 23rd day of May,
1991, by and between Ticketmaster corporation, an Illinois corporation (“Ticketmaster”),
and Ticketmaster Group Limited Partnership, a Maryland limited partnership (“User”).


 


W  I  T
N  E  S  S  E  T  H :


 


WHEREAS, Ticketmaster is the owner of certain software systems,
accounting procedures and know-how which, in the aggregate, comprise a
computerized event ticketing system (the “System”); and


 


WHEREAS, Ticketmaster is the owner of and/or claims ownership rights to
the name, mark and logo “Ticketmaster” (the “Mark”), which Mark is used in
conjunction and identified with the System; and


 


WHEREAS, the System and the  Mark are known within the
computerized ticketing industry and by the public as connoting a  high
level of quality and service; and


 


WHEREAS, User desires to be granted a license by Ticketmaster to use
the System and the Mark in connection with User’s computerized event ticketing
business in the territory described in Exhibit I attached hereto (the “Market
Area”);


 


NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.  License. Ticketmaster
hereby grants to User an exclusive right and license to use the System and
(solely in connection with the System and the provision of computerized
ticketing services) the Mark within the Market Area; subject to the rights
retained by Ticketmaster in accordance with Section 5 hereof.


 


User hereby acknowledges that the System and
the name “Ticketmaster” are highly regarded in the computerized ticketing industry
and by the public, and that Ticketmaster deems it important that all persons
using the System or such name operate in a manner consistent with good business
practice. Accordingly, User agrees to operate its business in a manner that
will not negatively affect the reputation of the System or the Ticketmaster
name, including, without limitation thereby, the prompt settlement of accounts
and the honoring of all bona fide obligations.


 


Ticketmaster further assigns all of its
right, title and interest in and to those certain agreements described on
Exhibit II attached hereto to User, it being agreed and understood that
(i) such agreements are assigned by  Ticketmaster to User as is, and without
any representations and warranties whatsoever, and (ii)


 

















 


User
shall indemnify and hold. Ticketmaster and its officers, directors, employees,
agents, representatives, affiliates, shareholders, successors and assigns
harmless from and against any and all losses, claims, damages, liabilities,
costs and expenses (including, without limitation, reasonable attorneys fees)
arising from or related to such agreements and to the performance thereof by
User at any time from and after the date hereof.


 


2.                                     Term. The initial
term of this Agreement and the license granted hereby shall commence on the
date hereof, and shall remain in force, unless terminated earlier in accordance
with the provisions hereof, until the tenth (10th) anniversary of the Operational
Date.  This Agreement may be renewed by
User for two additional five year terms by written notice of renewal delivered by
User to Ticketmaster no less than 90  but no more than 150 days prior to
the expiration of the then current term of this Agreement so long as User is
not in default under this Agreement either at the time such notice is delivered
or at the time the renewal period is scheduled to commence.


 


As used in this Agreement, (A) the term “Operational
Date” shall mean the date upon which the System becomes operational in the
Market Area or any part thereof, and (B) the term “Operational Year” shall
mean the twelve-month period commencing on the Operational Date and ending on
the first anniversary of such date and each twelve month period thereafter.


 


3.                                     Base Payments. User shall
pay to Ticketmaster during each year of the term hereof a minimum annual royalty
in the amount of $125,000 for the right to use the System and the Mark in the Market
Area (the “Base Payment”). The Base Payment shall be payable in advance in
equal quarterly installments commencing on the Operational Date.


 


All Base Payments shall be made by User directly to
Ticketmaster in United States Dollars in the manner designated by Ticketmaster from
time to time during the term of this Agreement, which may include wire transfer
into a Ticketmaster bank account.


 


4.                                     Additional Payments. In addition
to the Base Payments, User shall pay to Ticketmaster with respect to each
Operational Year an additional royalty (the “Additional Payment”) equal to (i) the
Number of Tickets Sold multiplied by the Per Ticket Amount minus (ii) the
aggregate Base Payments actually paid by User to Ticketmaster during that
Operational year. To the extent that in any Operational Year part (i) of
the foregoing calculation does not exceed part (ii) thereof, no Additional
Payment shall be made by User to Ticketmaster for that Operational Year and
Ticketmaster shall not be obligated to return any portion of the Base Payments
paid during such Operational Year or to credit any amount against Additional
Payments payable in any succeeding Operational Year. As used herein “Number of
Tickets Sold” shall mean for any


 


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Operational
Year the number of tickets sold or distributed by User, whether or not by or
through the System or using the Mark, in the Market Area and to which a customer
convenience charge or service charge is or normally is attached, whether at
remote ticket outlets, by telephone, by mail order, at facility box offices, at
User locations or elsewhere (exclusive of complimentary and season tickets and
tickets sold at a facility box office by a party not affiliated with User where
that party assesses a service charge no part of which accrues to the benefit or
is otherwise payable to User or User’s affiliates). Further, as used herein,
the “Per Ticket Amount” shall be the amount set forth below during each of the
indicated Operational Years (including permissible renewal periods):


 




	
   

  	
   

  	
  The Per Ticket

  
	
  During Operational years

  	
   

  	
  Amount Shall Be

  
	
   

  	
   

  	
   

  
	
  1 through 2

  	
   

  	
  $

  	
  0.06

  
	
  3 through 4

  	
   

  	
  $

  	
  0.07

  
	
  5  through 6

  	
   

  	
  $

  	
  0.08

  
	
  7 through 8

  	
   

  	
  $

  	
  0.09

  
	
  9 through 10

  	
   

  	
  $

  	
  0.10

  
	
  11 through 12

  	
   

  	
  $

  	
  0.11

  
	
  13 through 14

  	
   

  	
  $

  	
  0.12

  
	
  15 through 16

  	
   

  	
  $

  	
  0.13

  
	
  17 through 18

  	
   

  	
  $

  	
  0.14

  
	
  19 through 20

  	
   

  	
  $

  	
  0.15

  






 


In
the event that this Agreement is terminated for any reason prior to its
expiration, the period commencing on the day following the end of the prior Operational
Year and ending on the date of termination shall be deemed to be an Operational
Year for purposes of this Agreement.


 


Additional Payments for each Operational Year shall
be calculated and paid by User to Ticketmaster in United States Dollars on a
quarterly basis, within ten (10) days following any quarter during an
Operational Year in which the aggregate per ticket royalty for such year
exceeds the Base Payment for such year and in each quarter thereafter during
any such year. All Additional Payments shall be made by User directly to
Ticketmaster in the manner designated by Ticketmaster from time to time during
the term of this Agreement, which may include wire transfer into a Ticketmaster
bank account.


 


Within ten (10) days after the end of each
quarter of the term hereof, User shall deliver to Ticketmaster a report of all
tickets sold, printed, produced and distributed by User in the Market Area
during such quarter, which report shall contain such information as may be
necessary for Ticketmaster to calculate Additional Payments and such other
information as Ticketmaster may reasonably request. Ticketmaster shall be
entitled upon reasonable notice to


 


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User to access to the books
and records of User during User’s normal business hours and at User’s premises
for purposes of confirming and computing the amounts of Additional Payments
payable hereunder; provided, however, that access to such books and records by
Ticketmaster shall not unduly disrupt normal business operations of User.


 


5.                                     Ticketmaster Rights.
Notwithstanding anything to the contrary herein, Ticketmaster is hereby
retaining the right for itself and for its affiliates to sell, by telephone
and/or at outlets, tickets or other evidences of admission or entitlement to
attend or receive transmission of the following events within the Market Area
and User shall have no right, license or interest in or to use the System or
the Mark with respect to said events:


 


(a)                                  Any pay per
view events for cable systems, whether by use of an 800 number or otherwise;
and


 


(b)                                 Special events,
which do not involve any traditional venues or tickets on sale to the general
public;


 


;
provided, however, that User will have the right and license, on a nonexclusive
basis, to use the System and the Mark with respect to pay per view events for
cable systems serving only the Market Area and no other areas outside of the
Market Area.


 


6.                                     Title.


 


(a)                                Title,
beneficial interest and all ownership rights to the System, the Mark and all
related materials furnished by Ticketmaster and licensed under this Agreement
shall remain in Ticketmaster. User hereby acknowledges that the System, the
Mark and all related materials furnished by Ticketmaster hereunder are claimed
by Ticketmaster to be Ticketmaster’s proprietary information and trade secrets,
whether or not any portion thereof is, or may be, validly copyrighted,
patented, trademarked or otherwise protected.


 


(b)                               User’s rights
in and to the System and the Mark furnished by Ticketmaster as a result of this
Agreement may not be assigned, licensed or otherwise transferred voluntarily, by
operation of law or otherwise, without the prior written consent of Ticketmaster.


 


(c)                                Ticketmaster
and/or User may add to, delete from or modify the System and all related
materials furnished by Ticketmaster hereunder in any manner, but no such
changes, however extensive, shall reduce Ticketmaster’s title to the System.
Any improvements made by User shall be and remain the confidential, proprietary
property and information of User except that Ticketmaster shall retain


 


4

















 


all proprietary rights in the underlying System as so improved and User
shall not have any right to use the System as so improved without the prior
written consent of Ticketmaster (except pursuant to this Agreement).


 


(d)                                 User
acknowledges and agrees that Ticketmaster has acquired all right, title and
interest in and to all equipment formerly used in connection with the Ticketron
System including, but not limited to, any such equipment or personal computers
used at any facility box offices or outlets in the Market Area, but excluding,
as to the Market Area, (i) the personal computers, printers and CRTs
currently installed and being used in the facility box office at the Capital
Centre in Landover, Maryland, (ii) the printers and CRTs currently
installed and being operated in the facility box offices at Baltimore Arena in
Baltimore, Maryland, and Patriot Center in Fairfax County, Virginia, and (iii) all
“dumb” CRTs formerly being used by Ticketron in the Market Area and attached
cabling (but not including any new CRTs).


 


7.                                       Use of the System
and Mark.


 


(a)                                  The System
(including any changes thereto made by or on behalf of Ticketmaster or User)
and all related materials may be used for, by or on behalf of User only in
connection with any computer equipment which User uses solely for, or solely in
connection with, computerized ticketing at the facility locations and remote
terminal locations within the Market Area. The System may not be utilized in
connection with any additional physical computer facilities (or other
computers), for any other reason or by or for any other person, firm,
corporation or other organization, without the prior written consent of
Ticketmaster.


 


(b)                                 User agrees
that the Mark shall be the sole mark and name utilized by it in connection with
the System and the operation of its ticketing business, and shall not be used
with any other marks or names.


 


(c)                                  The Mark shall
be used by User in accordance with such quality control standards as Ticketmaster
may from time to time prescribe for use by its non-affiliated licensees with
respect to products and services in connection with which the Mark is utilized.
Further, User shall only use the Mark together with such notations as
Ticketmaster may from time to time prescribe for purposes of advising the
public of service mark, trademark and similar protection. User shall cease all
use of the Mark ten (10) days after notice from Ticketmaster that User has
failed to comply with any such standard unless, within such ten (10)-day


 


5

















 


period, User corrects such failure to the satisfaction of Ticketmaster.


 


(d)                                 Neither User
nor any of its employees, agents or representatives
shall reproduce, duplicate or otherwise
copy the System or any related materials
furnished by Ticketmaster hereunder or any portion thereof, except for internal use
directly with the System. All such
materials and any copies thereof shall
be returned by User to Ticketmaster immediately following termination or
expiration of this Agreement.


 


8.                                        Warranties. Ticketmaster
warrants to User that it is the owner
of the System end the Mark (or claims ownership rights to the Mark) and has the right to grant this license to User. Ticketmaster further
warrants that the System to be installed
in the Market Area will be substantially the same as, and will be capable of performing (if
used with the same equipment and
subject to limitations based on size and capacity) as, the basic system currently being
operated by Ticketmaster and its licensees
in San Francisco and Philadelphia. The System does not include certain custom enhancements  such as direct line credit card authorization, disaster recovery,
off-line archiving of accounts, nitrun,
remote VAXNET software and the TM fraud program, all of which may be purchased separately. IN THE EVENT OF ANY
BREACH OF THE WARRANTY CONTAINED IN  THE PREVIOUS SENTENCE, TICKETMASTER’S SOLE RESPONSIBILITY SHALL
BE TO USE ITS BEST EFFORTS TO CORRECT
THE SYSTEM SO THAT IT PERFORMS IN ALL MATERIAL RESPECTS IN THE MANNER DESCRIBED ABOVE. THE
WARRANTIES CONTAINED IN THIS PARAGRAPH
8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.


 


User hereby warrants to
Ticketmaster that (i) it is a duly
organized and validly existing limited partnership under the laws of the State of Maryland;
(ii) it has all necessary power
and authority to execute and perform this Agreement in accordance with its terms; (iii) the
execution and performance of this
Agreement by it will not breach, constitute a default under or violate any of User’s governing
instruments or any agreement to which
it is a party or by which its assets may be bound; (iv) this Agreement is enforceable against
User in accordance with its terms; and (v) no
approvals or consents of  any third party (including any government agency) is necessary in
order for User to execute and deliver
this Agreement and to perform hereunder.


 


9.                                       Breach of Warranty.


 


(a)                                  Ticketmaster
shall, at its expense, defend any
action brought against User to the extent such action is based on a claim that the use of the System or the Mark directly infringes any service
mark, trademark, copyright or
patent (“Infringement Action”) and Ticketmaster
shall


 


6

















 


pay any and all costs, expenses, damages, recoveries, deficiencies and attorneys’ fees awarded against User in any Infringement
Action; provided that (i) Ticketmaster’s
obligations under this Paragraph 9(a) are conditioned on User’s promptly notifying Ticketmaster of any Infringement Action (and all
claims relating thereto); and (ii) Ticketmaster
shall have sole control of the defense
and all negotiations for compromise of
any Infringement Action. Ticketmaster assumes no liability for the modification of the System, or any part thereof, unless such modification
is made by Ticketmaster.  THE FOREGOING STATES THE SOLE AND
EXCLUSIVE LIABILITY OF TICKETMASTER
AND THE EXCLUSIVE REMEDY OF USER FOR
SERVICE MARK, TRADEMARK, COPYRIGHT OR PATENT INFRINGEMENT.


 


(b)                                 User’s remedy
for any breach of warranty shall be
limited solely to the remedies provided in this Agreement.  All other liability, either in
contract or tort, is expressly disclaimed,
waived and negated. In no event shall Ticketmaster
be liable to User for any consequential
or exemplary damages resulting from a breach of any warranty contained in this Agreement or any implied warranty or any requirement existing
and applicable under the law, which
contrary to the intention of the parties hereto, the law status cannot be or is not disclaimed, waived or negated.


 


10.                                 Restrictive Covenants.


 


(a)                                  User recognizes
and acknowledges that the System and all
related materials furnished to User by Ticketmaster hereunder represent highly confidential, proprietary information of Ticketmaster
and constitutes a valuable, special
and unique asset of and to the business
of Ticketmaster. User covenants and agrees that, during and after the term hereof, no information, source
materials, design specifications, programs, flow charts, listings, magnetic tapes, disks,
punched cards, documentation or other supporting or related materials and information of any nature or
description whatsoever relating to the design
and operation of the System, or any
portion thereof, are made available or disclosed by User, its general partner or any of their principals, officers, directors, employees, agents
or representatives, directly or
indirectly, to any other person, firm or corporation, for any reason or purpose whatsoever or, directly or indirectly, used by User,
its general partner, or any of
their principals, employees, agents or representatives;
provided, however, that user may disclose pertinent portions of the System to those of its employees, agents
or representatives who have a need to have access to such portions of the System in order to enable User to use the


 


7

















 


System within the Market Area, and further provided that the foregoing
restrictions shall not apply to information within the public domain.  Ticketmaster shall have the right to bring
legal action to prevent a breach or threatened breach of this confidentiality
agreement and to pursue any other legal or equitable remedies for any such
breach or threatened breach,  and User
shall reimburse Ticketmaster for all costs and expenses, including but not
limited to attorneys’ fees, incurred by Ticketmaster with respect thereto. User
shall notify Ticketmaster of any such breach immediately upon discovery of such
breach.  Additionally, User shall use the
System only in accordance with the terms and conditions hereof; and after the
expiration of the term hereof, or earlier termination of this Agreement, User
shall: (i) cease all use of the System, the Mark and all related materials
furnished hereunder by Ticketmaster, (ii) return to Ticketmaster all
information, source materials, design specifications, programs, flow charts,
listings, magnetic tapes, disks, punched cards, documentation and other
supporting or related materials relating to the System (and copies thereof) ,  (iii) warrant that all such documentation
and materials (and copies thereof) have been returned to Ticketmaster or have
been destroyed, and (iv) warrant that any and all use of the Mark has ceased.


 


(b)                                 During the term  of
this Agreement, neither User, its general partner, nor any of their principal’s
subsidiaries, affiliates, successors or assigns shall, directly or indirectly, as  principal, agent, shareholder, partner,
joint venturer, investor or in any other capacity or by any other means whatsoever, (i) compete
with Ticketmaster or its affiliates within the Market Area in the computerized
ticketing business or (ii) solicit the employment by User, its general
partner, or any of their principals, subsidiaries, affiliates, successors or assigns of any employee of
Ticketmaster or its affiliates.


 


(c)                                  User acknowledges
that the remedy at law for any breach or threatened breach of the agreements
and covenants set forth in this Paragraph 10 will be inadequate, and Ticketmaster
shall be entitled to preliminary and permanent injunctive relief in any court of competent
jurisdiction, without the requirement of posting bond or any other condition
precedent thereto, for any breach or threatened breach of the agreements and
covenants contained in this Paragraph 10. Such remedy shall be in addition to, and
not in limitation of, any other remedy available to Ticketmaster at law, in
equity or otherwise, and may be obtained by Ticketmaster notwithstanding any


 


8

















 


assertion by User that Ticketmaster’s claims to proprietary rights in
its confidential information is invalid or unenforceable.


 


(d)                                 Termination or
expiration of this Agreement shall not terminate the continuing confidentiality
obligations imposed upon User, its employees, servants and agents by the terms
of this Paragraph 10.


 


(e)                                  At Ticketmaster’s
request, User shall require each person permitted access to any of the
confidential information to execute a confidentiality agreement in such form and containing such terms as
Ticketmaster shall determine.


 


11.                                 Termination.


 


(a)                                  This Agreement
may be immediately terminated by Ticketmaster if:


 


(i)                                   User shall dissolve
or commence winding up its activities to
effect dissolution, liquidation or termination, or shall make an
assignment for the benefit of creditors, or shall admit, in writing, its
inability to pay its debts as they become due, or shall file a voluntary
petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent or
shall file any petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, or shall file any answer
admitting or not contesting the material allegations of a petition filed against
it in any such proceedings, or shall seek, consent to or acquiesce in the
appointment of any trustee, receiver or liquidator of User or of all or any substantial
part of the properties of User;


 


(ii)                                User, its general
partner (or any of their principals, officers, directors, employees, agents or
representatives) shall breach, or threaten to breach, any of the
confidentiality obligations of User or any of them set forth in Paragraph 10
hereof; or


 


(iii)                             User shall fail
to pay when due any amounts owing Ticketmaster under, or to observe or perform
any terms or conditions of, this Agreement (other than Paragraph 10); provided,
that any such failure shall continue for a


 


9

















 


period of seven (7) days after Ticketmaster has given written
notice thereof to User.


 


(b)                                 This Agreement
may be immediately terminated by User if Ticketmaster shall dissolve or
commence winding up its activities to effect dissolution, liquidation or termination,
or shall make an assignment for the benefit of creditors, or shall admit, in
writing, its inability to pay its debts as they become due, or shall file a voluntary
petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent or shall
file any petition or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, or shall file any answer admitting or not contesting
the material allegations of a petition filed against it in any such
proceedings, or shall seek, consent to acquiesce in the appointment of any trustee,
receiver or liquidator of Ticketmaster or of all or any substantial part of the
properties of Ticketmaster.


 


(c)                                  Upon any such
termination, (i) any past due or currently due payments (including Additional
Payments for the period from the beginning of the then current License Year
through the date of termination) shall become due and payable (or, if
applicable, prepaid Base Payments for the remainder of the current License Year
quarter shall be reimbursed), and (ii) this Agreement and the license
granted hereby shall forthwith be revoked and of no further force or effect
except as stated otherwise herein. Ticketmaster’s and User’s  right to terminate this Agreement shall be
in addition to and without prejudice to any other remedies such party may have,
except as otherwise specifically provided herein.


 


(d)                                 Immediately
upon any such  termination User shall surrender
to Ticketmaster, and Ticketmaster shall have the right peacefully to take,
possession of the System, and User shall further cease to use the Mark. Ticketmaster
shall thereafter own and hold the System and the Mark free of any claim or
interest of User. Without limiting the generality of the foregoing, User shall immediately
after any such termination legally change its name so that its name shall no longer
include the word “Ticketmaster” or any derivation thereof.  User shall indemnify and hold Ticketmaster
harmless from and against any claim, loss, expense (including reasonable attorneys’
fees) or liability whatsoever resulting from, due to or arising by reason of
any misuse of the System or Mark by User in any manner.


 


10














 


12.                               Enhancements
and support; Source Code.


 


(a)                                 In the event
that the System shall, at any time during the term of this Agreement, fail to
perform in the manner warranted by Ticketmaster in Paragraph 8 hereof,
Ticketmaster shall, at no charge to User, correct the System in the manner
provided in said Paragraph 8.


 


(b)                                In the event
that Ticketmaster shall, at any time during the term of this Agreement, develop
and complete testing of enhancements to the version of software comprising a
part of the System then being used by User, and Ticketmaster shall make such
enhancement available to its non-affiliated licensees on a general basis,
Ticketmaster shall also make such enhancement available to User in
consideration of the payment by User of any and all out-of-pocket expenses
incurred by Ticketmaster (including, without limitation thereby, costs of
materials and personnel) in connection with making such enhancement available
to User, as well as the costs of all necessary new equipment.


 


(c)                                 In the event
that Ticketmaster shall, at any time during the term of this Agreement, offer
to User, and User shall elect to receive, an upgrade to or improved version of
the software used in the System, the implementation of which would require a
conversion of User’s database, User shall pay to Ticketmaster the sum of
$30,000 U.S. therefor, and Ticketmaster shall effect such conversion for and on
behalf of User.


 


(d)                                In the event
that User shall, at any time during the term of this Agreement, request that
Ticketmaster develop custom enhancements to the System to meet certain specific
performance criteria reasonably requested by User, Ticketmaster shall use its
reasonable efforts to cause such custom enhancements to be developed by its
programmers in consideration of the payment by User to Ticketmaster of the
prevailing rate then being charged by Ticketmaster to its other non-affiliated
licensees.


 


(e)                                 In addition to
any other fees payable by it to Ticketmaster pursuant to this Paragraph 12,
User shall be responsible, and shall immediately reimburse Ticketmaster upon
invoice, for any and all expenses (including travel) incurred by Ticketmaster’s
employees, agents and representatives pursuant to or in connection with
Ticketmaster’s performance under Paragraph 12(b), (c) and (d) above.


 


(f)                                   During the term
of this Agreement Ticketmaster shall furnish User with the access code to the
System at least


 


11

















 


30 days prior to the date
upon which that access code is to take effect.


 


13.                                 Documentation. Ticketmaster
will supply User with documentation which will enable User, after the initial
training of its personnel, to operate the System.


 


14.                               Equipment. During the
term of this Agreement, User shall have the right to purchase all equipment it
may require from time to time to be used entirely or in material part with the
System from or through Ticketmaster. The cost of any such equipment which is
manufactured by a party other than by Ticketmaster shall be at Ticketmaster’s
cost plus ten percent (10%). The cost of any such equipment manufactured in
whole or in part for or by Ticketmaster shall be at Ticketmaster’s then current
market rate to its non-affiliated licensees for such equipment. The cost of
delivering and installing such equipment shall be borne solely by User.


 


15.                               Indemnification. User shall
indemnify and  hold Ticketmaster, and its
subsidiaries, affiliates, successors, assigns, officers, directors, employees,
representatives and agents, harmless from and against any and all losses, liabilities,
damages, claims, actions, causes of action and expenses (including reasonable
attorneys’ fees) that said indemnified parties may incur or be responsible for
as a result or by virtue of the operation of User, including, without
limitation thereby, User’s use of the System, but excluding those costs,
expenses, damages, recoveries, deficiencies and attorneys fees awarded in any
Infringement Action  pursuant to
Paragraph 10(a) above.


 


16.                               Right of First Refusal. User and, by
their execution of this Agreement in the space provided below, the holders of
all of the general and limited partnership interests of User (the “Partners”),
agree that in the event (i) User receives an offer from a third party to
purchase for cash or other property any or all of the assets of User (including
this Agreement) or (ii) the Partners, or any of them, receive an offer
from a third party to purchase for cash or other property any or all of the general
or limited partnership interests of User, which either User or the Partners
wish to accept, User or the Partners, as applicable, will cause such offer to
be reduced to writing and shall deliver written notice of such offer to
Ticketmaster. Ticketmaster may designate one or more persons to accept the
right of first refusal contained in this Section 16. The notice from User
or the Partners shall also contain an irrevocable offer by them to sell the  covered assets or partnership interests to Ticketmaster or its
designees at a price equal to the price, and upon substantially the same terms
and conditions as the terms and conditions contained in, the offer transmitted
with the notice; provided, however, that if the price is not payable solely in
cash, then User or the Partners, as applicable, shall advise Ticketmaster of
the reasonable value Ticketmaster of such non-cash consideration (which
reasonable value Ticketmaster


 


12

















 


may
contest) and Ticketmaster shall be permitted to deliver cash in the amount
thereof in substitution for such non-cash consideration. Ticketmaster or its
designees shall have the right and option, exercisable within 15 days after
delivery of the notice from User or the Partners, to accept such offer as to
all, but not less than all, of the assets or partnership interests affected by
the offer. The closing of the purchase of the assets or partnership interests
covered by the offer by Ticketmaster or its designees shall take place at the
principal office of Ticketmaster (or such other place as may be agreed upon by the
parties) on the fifth business day after the expiration of the 15-day period
following the giving of the notice. At such closing, Ticketmaster or its
designees shall make payment of the purchase price against delivery of the
assets or partnership interests covered by the offer, together with appropriate
instruments of assignment and transfer. If at the end of the 15-day period
following the giving of notice by User or the Partners, neither Ticketmaster nor
its designees have accepted the offer as to all of the assets and partnership
interests covered by the offer, then User and the Partners shall have 20 days
in which to sell the assets or the partnership interests covered by the offer
at a price equal to that contained in the notice and upon terms and conditions
not more favorable to the offeror than were contained in the notice. If, at the
end of such 20-day period, User or the Partners have not completed the sale of
the assets or the partnership interests covered by the offer, then they shall
no longer be permitted to sell such assets or partnership interests pursuant to
this Section 16 without again fully complying with the provisions of this
Section 16. During the term of this Agreement, User shall keep this Agreement
free and clear of any liens, pledges, security interests and encumbrances of
any kind of nature whatsoever, and the Partners shall neither sell, assign,
transfer, give, donate or otherwise dispose of their partnership interests
(except in accordance with the terms of this section 16).


 


17.                                 Assignment. User may not
assign its rights, duties, and/or obligations hereunder, nor may the System, the
Mark or any  materials furnished by Ticketmaster
hereunder be transferred, assigned, sublicensed or otherwise disposed of by
User, without the prior written consent of Ticketmaster; provided, however,
that User may assign this Agreement to an entity controlled by, controlling or
under common control with User solely as part of an internal reorganization of
User and its affiliates so long as such entity becomes a party to and agrees to
be bound by the terms and conditions of this Agreement.


 


18.                                 Binding Effect. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective, successors and assigns.


 


19.                                 Entire Agreement; Amendment. This
Agreement constitutes the entire agreement between the parties hereto relative
to the


 


13

















 


subject matter hereof, and supersedes any and all prior agreements,
written or oral, between the parties relating to such subject matter. No
modifications or amendments of any of the terms hereof shall be valid or
binding unless made in writing and signed by Ticketmaster and User.


 


20.                                Waiver. No waiver of
any breach of any provision of this Agreement shall constitute a waiver of any
prior, concurrent or subsequent breach of the same or any other provision
hereof, and no waiver shall be effective unless made in writing.


 


21.                                Attorneys’ Fees. In case of
any action or proceeding to compel compliance with, or for a breach of, the
provisions of this Agreement, the prevailing party shall be entitled to recover  from  the other
party all costs of such action or proceeding including, but not limited to,
reasonable attorneys’ fees.


 


22.                                 Notices. All notices which
are required or  permitted hereunder shall be
sufficient if given in writing and delivered personally, by telecopy or by
registered or certified mail, postage prepaid, addressed to the party receiving
such notice at the following address or at such other address as may be
requested in writing by either party pursuant to this Paragraph 22:


 


	
  If to Ticketmaster, to:

  	
   

  	
  Ticketmaster Corporation

  
	
   

  	
   

  	
  3701 Wilshire Boulevard

  
	
   

  	
   

  	
  7th Floor

  
	
   

  	
   

  	
  Los Angeles, California 90010

  
	
   

  	
   

  	
  Attn: 

  	
  Fredric D. Rosen

  
	
   

  	
   

  	
   

  	
  Ned S. Goldstein

  
	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
  Neal Gerber & Eisenberg

  
	
   

  	
   

  	
  Two North LaSalle Street

  
	
   

  	
   

  	
  Suite 2200

  
	
   

  	
   

  	
  Chicago, Illinois 60602

  
	
   

  	
   

  	
  Attn: 

  	
  Norman J. Gantz, Esq.

  
	
   

  	
   

  	
   

  
	
  If to User, to:

  	
   

  	
  Ticketmaster Group Limited Partnership

  
	
   

  	
   

  	
  c/o Abe Pollin Tickets, Inc. 

  
	
   

  	
   

  	
  One Harry S. Truman Drive

  
	
   

  	
   

  	
  Landover, Maryland 20785

  
	
   

  	
   

  	
  Attn: 

  	
  Abe Pollin

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Arent Fox Kintner Plotkin & Kahn

  
	
   

  	
   

  	
  1050 Connecticut Avenue, N.W.

  
	
   

  	
   

  	
  Washington, D.C. 20036

  
	
   

  	
   

  	
  Attn: 

  	
  David M. Osnos and

  
	
   

  	
   

  	
   

  	
  Daniel F. Van Horn

  



 


23.                                 Severability. If any provision
of this Agreement shall be held invalid or unenforceable by any court of
competent


 


14

















 


jurisdiction, the
remaining provisions of this Agreement shall remain in full force and effect.  Further, should any provision of this Agreement
be deemed unenforceable by virtue of its scope, such provision shall be deemed
limited to the extent necessary to render the same enforceable.


 


24.                                 Law to Govern. The validity construction and
enforceability of this Agreement shall be governed in all respects by the laws
of the State of Illinois, without regard to its conflict of laws rules. Any
legal proceeding or other action taken or to be taken by any of the parties hereto
relative to this Agreement or the transactions contemplated hereby, or to
enforce or interpret the terms and conditions of this Agreement, shall be
instituted in a state or Federal court located in Cook County, Illinois.  The parties hereto hereby irrevocably consent to the jurisdiction of any such court
and irrevocably waive, to the fullest extent that they may effectively do so,
the defense of an inconvenient forum to the maintenance of such proceeding or
action.  The parties hereto agree that a
final judgment, from which no further appeal may be taken or from which no
further petition for review may be filed, in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgement
or in any other manner provided by law.


 


25.                                 Headings. The headings of paragraphs in this Agreement have
been inserted for the convenience of reference only and shall in no way
restrict or otherwise modify the terms of this Agreement.


 


26.                                 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but each
of which together shall constitute one and the same document.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


	
   

  	
  TICKETMASTER CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
  TICKETMASTER GROUP LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:   AP
  TICKETS, INC.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  [ILLEGIBLE]

  
				



 


15

















 


AGREED TO AS OF THE DATE


HEREOF FOR PURPOSES OF

SECTION 16


 


GENERAL PARTNER:


 


AP TICKETS,  INC.,

a Maryland corporation


 


 


	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Title:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LIMITED PARTNER:

  	
   

  
	
   

  	
   

  
	
  CENTER GROUP LIMITED PARTNERSHIP,

  a Maryland limited partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Abe Pollin Sports,  Inc.,

  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Title:

  	
  [ILLEGIBLE]

  	
   

  



 


16

















 


EXHIBIT I


 


MARKET AREA


 


(a)                            The State of
Maryland.


 


(b)                           Washington, D.C.,
and


 


(c)                            The independent
cities of Alexandria, Fairfax, Falls Church, Manassas and Manassas Park,  and the Counties of Arlington, Loudoun, Fairfax and Prince
William, in the Commonwealth of Virginia.


 

















 


EXHIBIT II


 


ASSIGNED AGREEMENTS


 


Centre
Group Limited
Partnership (Capital Centre)


Stage
Right Production


Baltimore
Museum of Art


Fast
Lane Presents


The
Washington Savoyards


The
Washington Performing Arts Society


L’ Afrique, Inc. (The
Kilimanjaro Club)


InterArt Project


Centre
Group Limited Partnership (Baltimore Arena)


DAR
Constitution Hall


Washington
Ballet, Inc.


D.C.
Armory Board (R.F.K.
Stadium and D.C. Armory)


Morgan
State University Fine Arts


The
National Aquarium in Baltimore, Inc.


G
Street Express


Centre
Group Limited Partnership (Patriot Center)


Col
Arts Associates, Inc. (Merriweather Post Pavilion)


George
Washington University (Lisner Auditorium, Smith Center)


Lyric
Opera House


Towson
State University


The
American University (Khashoggi Center)


The
Kemper Open Golf Tournament


The
Baltimore Zoo


Blues
Alley


Birchmere Inc.


Cellar
Door Productions


Alden
Theatre (no contract)


The
Bayou (no contract)


Ford’s
Theatre


Hammerjacks


The
Kennedy Center


The
Olney Theatre


Pier
6


TicketPlace
(no contract)


University
of Maryland


Washington
Performing Arts Society


Wild
World


John
Yates Productions (no contract)


Wolf
Trap Barns (no contract)


Wolf Trap Filene Center (no contract)


BACI
Productions


Dimensions
Unlimited


IMP/9:30
Club (no contract)


Meyerhoff
Symphony Hall (no contract)