Exhibit
10.19


 


TICKETMASTER
CONSENT AND AGREEMENT


 


This CONSENT AND AGREEMENT (this “Consent”), dated as of January 5,
1996, made by Ticketmaster Group Limited Partnership, a Maryland partnership
(with its successors and assigns, “TGLP”) and Ticketmaster Corporation,
an Illinois corporation (with its successors and assigns, the “Consenting Party”),
to NationsBank, N.A., as collateral agent (the “Collateral Agent”) for (i) certain
banks (the “BANKS”) party to the Credit Agreement dated as of December 19,
1995 among TGLP and its affiliates, the Banks and NationsBank, N.A., acting in
its capacity as agent for the Banks (as amended, modified of supplemented from
time to time, the “Senior Credit Agreement”) and (ii) MCI
Telecommunications Corporation (with its successors and assigns, “MCI”),
as lender under the Credit Agreement dated as of December 19, 1995 (as
amended, modified or supplemented from time to time, the “Subordinated
Credit Agreement” and together with the Senior Credit Agreement, the “Credit
Agreements”).


 


WHEREAS, TGLP’and the Consenting Party have entered into a License
Agreement dated as of May 23, 1991 (as amended, supplemented or otherwise
modified from time to time, the “Assigned Agreement”); and


 


WHEREAS, TGLP has assigned to the Collateral Agent for security
purposes, all of TGLP’s right, title and interest in the Assigned Agreement as
collateral for TGLP’s obligations under the Credit Agreements and the security
documents (as amended, modified or supplemented from time to time, the “Security
Documents”) executed in connection therewith.


 


NOW, THEREFORE, in consideration of the foregoing and for other
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


 


Section 1.    Consents.  The Consenting Party:


 


(a)    Consents
to the assignment by TGLP to the Collateral Agent of all of TGLP’s right, title
and interest in the Assigned Agreement as collateral for the obligations of
TGLP under the Credit Agreements and the Security Documents.


 


(b)    Acknowledges
(and TGLP confirms) the Collateral Agent’s right to enforce all obligations to
and exercise all rights and remedies of TGLP under the Assigned Agreement.


 


(c)    Agrees
that the Consenting Party shall not materially modify the Assigned Agreement
without the prior written consent of the Collateral Agent.


 


(d)    Agrees
that, in the event of any default by TGLP under the Assigned Agreement, the
Consenting Party will not terminate the Assigned Agreement until it first gives
written notice to the Collateral Agent and affords the Collateral Agent a
reasonable opportunity (not less than 30 days) to cure such default.


 

















 


(e)    Agrees
that the Collateral Agent shall not be subject to any duty or obligation under
the Assigned Agreement unless and until the Collateral Agent exercises its
rights to substitute itself or its designee for TGLP under the Assigned
Agreement.


 


(f)    Agrees
that if the Collateral Agent shall sell, assign or transfer its rights, title
or interest in the Assigned Agreement pursuant to the exercise of its remedies
under the Security Documents, the purchaser, assignee or transferee shall be
substituted for TGLP and the Consenting Party will continue to perform its
obligations under the Assigned Agreement.


 


Section 2.    Representations
and Warranties.


 


The Consenting Party represents and warrants
that:   (a) each of this Consent and
the Assigned Agreement is in full force and effect and constitutes the legal,
valid and binding obligation of the Consenting Party, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, or other similar laws
affecting creditors’ rights or by equitable principles; and (b) neither of
the Consenting Party nor, to the best of the Consenting Party’s knowledge, TGLP
is in default of any obligation under the Assigned Agreement and neither has
any existing counterclaims, offsets or defenses against the other.


 


Section 3.    Miscellaneous.


 


(a)    Subject
to Section 4 herein, the Consenting Party shall pay all monies due to TGLP
under the Assigned Agreement directly to the Collateral Agent at an address to
be furnished by the Collateral Agent.


 


(b)    All
notices hereunder shall be in writing and shall be delivered to the applicable
address specified herein on the signature page (unless otherwise directed
by a party). In addition, notices to MCI shall be sent to:   1133 19th Street, N.W., Washington, DC.   20036; Attention:   Assistant General Counsel – Network &
Facilities; Telecopy:  (202) 736-6666.


 


(c)    This
Consent shall be binding upon the parties and their respective successors and
assigns, provided, however, that the Consenting Party shall not
transfer or assign its obligations under this Consent or the Assigned Agreement
without the prior written consent of the Collateral Agent, which consent shall
not be unreasonably withheld.


 


(d)    No
failure or delay by the Collateral Agent in exercising any right hereunder
shall operate as a waiver thereof.   The
rights and remedies herein are cumulative and not exclusive of any rights or remedies
the Collateral Agent may otherwise have.


 


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(e)    This
Consent may be executed in counterparts, each of which shall be an original,
but all of which shall together constitute one and the same instrument.


 


(f)    In
case any provision of this Consent 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. 
In the event of a conflict between this Consent and the Assigned
Agreement, the terms of this Consent shall control.


 


(g)    This
Consent shall be construed under and be governed by the laws of District of
Columbia (without giving effect to conflicts of law principles thereof).


 


Section 4.    Rights of MCI.


 


(a)    Notwithstanding
anything contained herein to the contrary, MCI’s rights under this Consent
shall be subordinate to those of the Banks under the Senior Credit
Agreement.  Upon the Consenting Party’s
receipt of notice from the Collateral Agent that the obligations of TGLP and
its affiliates under the Senior Credit Agreement have been performed or paid in
full,  MCI shall automatically succeed to
the rights of the Collateral Agent hereunder, without further action.


 


(b)    Notwithstanding
anything contained herein to the contrary, all notices sent to the Collateral
Agent pursuant to this Consent shall also be sent to MCI in the manner and at
the address specified in Section 3 herein.


 


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IN WITNESS WHEREOF, the
parties hereto have caused their duly authorized officers to execute and
deliver this Consent and Agreement as of the date first above written.


 


	
  NATIONSBANK,
  N.A., as 

  Collateral Agent

  	
  TICKETMASTER
  CORPORATION

  



 


 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
									



 


	
  Attention:

  	
  Peter
  Knickerbocker

  	
  Attention:

  
	
   

  	
   

  
	
  Address:

  	
  6610
  Rockledge Drive

  	
  Address:

  
	
   

  	
  Bethesda,
  MD 20817

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (301)
  493-7053

  	
  Telephone:

  
	
  Telecopy:

  	
  (301)
  493-7262

  	
  Telecopy:

  



 


 


AGREED AND ACCEPTED:


 


 


	
  TICKETMASTER
  GROUP LIMITED

  PARTNERSHIP

  	
  MCI
  TELECOMMUNICATIONS

  CORPORATION

  



 


By:   AP Tickets, Inc.,

as General Partner


 


 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title: