Exhibit 10.8


 


	
  

  	
   

  	
  8800
  West Sunset Boulevard, West Hollywood, CA 90069

  



 


July 31, 2006


 


Mr. Pat Darr


Ticketmaster Group Limited Partnership 

821 Capital Centre Boulevard 

Largo, Maryland 20774


 


Dear Pat:


 


Ticketmaster Corporation, an Illinois corporation (“Ticketmaster”) and
Ticketmaster Group Limited Partnership, a Maryland limited partnership (“TGLP”)
are parties to that certain License Agreement dated as of May 23, 1991, as
amended by the certain Amendment to License Agreement dated as of August 31,
1999 and that certain letter agreement dated as of October 17, 2005 (as
amended, “License Agreement”) pursuant to which Ticketmaster granted TGLP an
exclusive license and right to the Ticketmaster System, name, logo and Mark in
connection with TGLP’s computerized event ticketing business in the Market
Area. Ticketmaster L.L.C., an affiliate of Ticketmaster, and TGLP are also
parties to a letter agreement dated as of March 21, 2002 regarding
Ticketmaster L.L.C.’s license of Non-System Related Software to certain sports
teams. All terms used here and not otherwise defined shall have the meaning
assigned to them in the License Agreement.


 


Ticketmaster, Ticketmaster L.L.C. and TGLP acknowledge that the letter
agreement dated as of October 17, 2005 (the “October 17 Letter
Agreement”) was inadvertently drafted as being between Ticketmaster L.L.C. and
TGLP and the October 17 Letter Agreement should have been between
Ticketmaster Corporation and TGLP. Ticketmaster, Ticketmaster L.L.C. and TGLP
agree to amend the October 17 Letter Agreement to substitute Ticketmaster
Corporation for Ticketmaster L.L.C.


 


Ticketmaster is offering two new software products to use in connection
with its ticketing business. One product allows tickets to be sold via Internet
auctions on the Web Site (the “Auctions Software”) and the other product allows
ticket purchasers to post tickets purchased from TGLP off of the System for
sale to third parties on the Web Site (the “TicketExchange Software”). TGLP has
requested that Ticketmaster license the Auction Software and the TicketExchange
Software to it for use in the Market Area, and Ticketmaster has agreed to
license the Auction Software and the TicketExchange Software to TGLP in
accordance with the terms and conditions of this letter agreement.


 


1.                                      Auction Software


 


a.             License
of Auction Software


 


Ticketmaster grants to TGLP
an exclusive right and license to use the Auction Software for events in the
Market Area in accordance with the terms and conditions of this letter
agreement. TGLP shall comply with and shall require its clients and consumers
to comply with any rules and procedures related to Auction sales
promulgated by Ticketmaster. Ticketmaster shall provide any back-end System
work needed to affect such ticket sales via the Auction Software, including any
connections or coordination needed between the Auction Software and the System.


 


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b.             Fees Charged to Consumers


 


(i)            Auction
Fees


 


TGLP shall require that each ticket to be sold using the Auction
Software initially go on sale with a Starting Bid. The formula to determine the
Starting Bid shall be determined by Ticketmaster from time to time. Currently,
the Starting Bid is equal to the face value of the ticket plus any facility
fees plus the convenience charge for such ticket that would otherwise be
charged pursuant to TGLP’s ticketing agreement with the client, rounded up to
the nearest bid increment (e.g., If bids are made in $10 increments, then the
Starting Bid would be rounded up to the neared $10). TGLP shall charge the
client an additional service charge equal to Ticketmaster’s standard additional
service charge with respect to Auction Software transactions in the United
States, as such service charge may be modified by Ticketmaster from time to
time (“Auction Fee”). The current Auction Fee is equal to 12.9% of the Lift.
The Lift equals the difference between the ultimate selling price of the ticket
at the end of the auction less the Starting Bid.


 


(ii)           Auction Taxes


 


Taxes on sales of tickets using the Auction Software shall be handled
in the same way as taxes for other sale of tickets. Ticketmaster shall not be
responsible for any taxes on auction ticket sales, other than taxes related to
the income Ticketmaster receives from such sales.


 


(iii)         Delivery Fees


 


Delivery fees for tickets purchased via the Auction Software shall be
the same as tickets purchased from TGLP via ticketmaster.com, and delivery
shall be handled in the same way as for regular single tickets purchased at
ticketmaster.com. TGLP shall retain any such delivery fees as it would for any
regular single tickets purchased at ticketmaster.com, and any credit card
charges for the delivery fees shall be handled in the sale way as tickets
purchased from TGLP via the Internet.


 


(iv)          Auction
Credit Card Fees


 


Included within the Auction Fee shall be the credit card company
charges equal to 2.9% of Lift, which rate is subject to automatic increase due
to increases in interbank rates (“Auction Credit Card Fees”). TGLP shall be
entitled to retain the Auction Credit Card Fees and shall be responsible for
paying any fees due to the credit card company and for any chargebacks assessed
by the merchant bank in connection with Auction Software transactions by
consumers.


 


c.             Client Royalties


 


TGLP shall determine client royalties to be paid to TLGP’s client from
the Auction Fees (“Auction Royalties”).


 


d.             Ticketmaster’s Compensation


 


In exchange for licensing the Auction Software to TGLP and for the
services described above, Ticketmaster shall be entitled to (i) the Per
Ticket Amount (as defined


 


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in the License Agreement) for each ticket sold via the Auction Software
and (ii) an amount per ticket equal to fifty percent (50%) of the Auction
Income per ticket. The “Auction Income” shall be an amount equal to the Auction
Fees less the Auction Credit Card Fees and any Auction Royalties.


 


e.             Settlement and Fulfillment


 


TGLP shall (i) process the Auction Software transactions
contemplated by this letter agreement, (ii) provide settlement services
both to Ticketmaster and its clients with respect to Auction Software
transactions and (iii) shall provide fulfillment services for tickets sold
via the Auction Software. Payments to Ticketmaster of Ticketmaster’s compensation
in connection with Auction Software transactions shall be made in accordance
with schedule for Additional Payments set forth in the License Agreement.


 


f.              Example


 


Assume the following facts are true for a ticket to be sold via the
Auction Software with $10 bid increments:


 


	
  Face
  Value:

  	
   

  	
  $

  	
  50

  	
   

  
	
  Facility
  Fee:

  	
   

  	
  $

  	
  2

  	
   

  
	
  Convenience
  Charge:

  	
   

  	
  $

  	
  5

  	
   

  
	
  Usual
  Royalty to TGLP client: 

  	
   

  	
  $

  	
  1

  	
   

  
	
  Price
  Sold for at Auction:

  	
   

  	
  $

  	
  100

  	
   

  



 


Based on the above assumptions, current fees and assuming no taxes, the
following would be the fees and income related to such ticket sold via the
Auction Software:


 


	
  Starting
  Bid:

  	
   

  	
  $60
  ($50 + $2 + $5 = $57, rounded up to $60)

  	
   

  	
   

  
	
  Lift:

  	
   

  	
  $40
  ($100 - 60 = $40)

  	
   

  	
   

  
	
  Auction
  Fee:

  	
   

  	
  $5.16
  (12.9% * $40 = $5.16)

  	
   

  	
   

  
	
  Auction
  Credit Card Fee:

  	
   

  	
  $1.16
  (2.9% * $40 = $1.16)

  	
   

  	
   

  
	
  Auction
  Income:

  	
   

  	
  $3.00
  ($5.16 - $1.16 - $1 = $3.00)

  	
   

  	
   

  
	
  Ticketmaster
  Compensation:

  	
   

  	
  Per
  Ticket Amount + $1.50 (50% * $3.00)

  	
   

  	
   

  



 


2.                                      TicketExchange Software


 


a.             License of TicketExchange Software


 


Ticketmaster grants to TGLP an exclusive right and license to use the
TicketExchange Software for events in the Market Area in accordance with the
terms and conditions of this letter agreement. TGLP shall comply and shall
require its clients and consumers to comply with any rules and procedures
related to sales via the TicketExchange Software promulgated by Ticketmaster.
TGLP shall also be responsible for obtaining any client consents or venue
consents required for sellers to sell tickets via the TicketExchange Software
for a price in excess of the original purchase price of the ticket.
Ticketmaster shall provide any back-end System work needed to effect such
ticket sales via the TicketExchange Software.


 


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b.             Fees
Charges to Consumers


 


(i)            TicketExchange Fees


 


TGLP agrees that consumers will be charged Tlcketmaster’s standard fees
with respect to TicketExchange Software transactions in the United States (“TicketExchange
Fees”). The current TicketExchange Fees are as set forth below:


 




	
  Type of
  TicketExchange Fee

  	
   

  	
  Amount of TicketExchange Fee

  
	
   

  	
   

  	
   

  
	
  TicketExchange
  Seller Fee  (amount charged to sellers
  to sell  tickets)

  	
   

  	
  10%
  of TicketExchange Posting Price  per ticket  

  

  (the “TicketExchange Posting Price” is  the price of
  a ticket listed for resale  which shall be at least
  equal to the  purchase price of the
  ticket when  purchased and no more than
  permitted  by applicable law)

  
	
   

  	
   

  	
   

  
	
  TicketExchange
  Posting Fee  (amount charged to sellers
  to post tickets for sale)

  	
   

  	
  $3.00 per
  order 

  
	
   

  	
   

  	
   

  
	
  TicketExchange
  Buyer Fee  (amount charged to buyers to purchase tickets)

  	
   

  	
  10%
  of TicketExchange Posting Price  per ticket

  
	
   

  	
   

  	
   

  
	
  TicketExchange
  Processing Fee  (amount charged to buyers
  for processing ticket sales)

  	
   

  	
  $5.00 per
  ticket 

  






 


The TicketExchange Posting Fee and the
TicketExchange Processing Fee shall be automatically increased on January 1
of each year by five percent (5%) of such fees in effect during the prior year.
In addition to the automatic increases described above, Ticketmaster shall have
the right to change the TicketExchange Fees in its sole discretion and shall
notify TGLP of any such changes. Changes in TicketExchange Fees, other than
annual increases described above, shall not apply to TGLP clients then subject
to a contract requiring the certain TicketExchange Fees until the then current term
of the contract for that client expires.


 


(ii)           TicketExchange Taxes


 


TGLP shall notify Ticketmaster of any applicable taxes that are
required to be assessed in connection with transactions via the TicketExchange
Software and shall require that any applicable taxes assessed against the
seller in connection with a TicketExchange Software transaction shall be paid
for by the seller, and any other applicable taxes required in connection with a
TicketExchange Software transaction shall be paid for by the buyer. Such taxes
shall be referred to herein as “TicketExchange Taxes”. Until such time as such
TicketExchange Taxes can be separately listed and assessed via the
TicketExchange Software, the TicketExchange


 


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Buyer Fee shall be increased by the amount of such TicketExchange Taxes
to be paid for by the buyer.


 


(iii)         TicketExchange
Delivery Fees


 


Delivery fees for tickets purchased via the TicketExchange Software
shall be determined by Ticketmaster and TGLP (“TicketExchange Delivery Fees”),
and Ticketmaster shall provide delivery of such tickets, Credit card charges
for the TicketExchange delivery fees shall be determined in accordance with
paragraph 2(iv) below.


 


(iv)          TicketExchange Credit Card Fees


 


The credit card company charges for TicketExchange Software
transactions shall be an amount equal to 3.5% of the total of the
TicketExchange Posting Price, TicketExchange Buyer Fee, TicketExchange
Processing Fee, TicketExchange Taxes and TicketExchange Delivery Fee, which
rate is subject to increase due to increases in interbank rates (“TicketExchange
Credit Card Fees”). Ticketmaster shall be entitled to retain the TicketExchange
Credit Card Fees and shall be responsible for paying any fees due to the credit
card company and any chargebacks assessed by the merchant bank in connection
with the TicketExchange Software transactions by consumers.


 


c.             Client Royalties


 


Ticketmaster and TGLP shall mutually agree on any royalties to be paid
to TGLP’s clients from the TicketExchange Fees (“TicketExchange Royalties”).


 


d.             Ticketmaster’s Compensation


 


In exchange for licensing the TicketExchange Software to TGLP and for
the services described above, Ticketmaster shall be entitled to an amount equal
to fifty percent (50%) of the TicketExchange Income from each ticket sale via
the TicketExchange Software. The “TicketExchange Income” shall be the amount
equal to the TicketExchange Fees plus the TicketExchange Delivery Fees less the
TicketExchange Credit Card Fees, any applicable TicketExchange Taxes and any
TicketExchange Royalties.


 


e.             Settlement and
Fulfillment


 


Ticketmaster shall (i) process the TicketExchange Software
transactions contemplated by this letter agreement, (ii) provide
settlement services both to TGLP and to the sellers of tickets via the
TicketExchange Software and (iii) shall provide fulfillment services for
tickets sold via the TicketExchange Software. TGLP shall be responsible for
providing any required settlements to its clients.


 


f.              Example


 


Assume the following facts are true for a ticket to be sold via the
TicketExchange Software:


 


	
  TicketExchange Posting Price:

  	
   

  	
  $

  	
  100

  	
   

  
	
  Royalty to TGLP client:

  	
   

  	
  $ 

  	
  5 

  	
   

  
	
  Delivery fee:

  	
   

  	
  $

  	
  2.50

  	
   

  



 


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Based on the above assumptions, current fees and assuming no taxes, the
following would be the fees and income related to such ticket sold via the
TicketExchange Software:


 


	
  TicketExchange
  Seller Fee:

  	
   

  	
  $10
  (10% * $100 = $10)

  	
   

  	
   

  
	
  TicketExchange
  Buyer Fee:

  	
   

  	
  $10
  (10% * $100 = $10)

  	
   

  	
   

  
	
  TicketExchange
  Credit Card Fee:

  	
   

  	
  $4.11
  (3.5%*($100+$10+$5+$2.5) = $4.11))

  	
   

  	
   

  
	
  Gross
  Revenue from Fees

  	
   

  	
  $30.50
  ($10+$3+$10+$5+$2.50 = $30.50)

  	
   

  	
   

  
	
  TicketExchange
  Income:

  	
   

  	
  $21.39
  ($30.50 - $4.11 - $5 = $21.39)

  	
   

  	
   

  
	
  Ticketmaster
  Compensation:

  	
   

  	
  $10.70
  (50% * $21.39 = $10,695)

  	
   

  	
   

  



 


3.             Access to Data


 


Ticketmaster shall have the right to confirm that Ticketmaster’s
compensation related to auctions paid by TGLP is correct, and Ticketmaster will
need access to sales of auction tickets by TGLP in the Market Area in order to
exercise that right. In addition, in order for Ticketmaster to provide
settlement and fulfillment functions related to TicketExchange Software
transactions, Ticketmaster will need ticket sales data for tickets sold via the
TicketExchange Software in the Market Area and the personally identifiable
information of persons who bought and sold tickets via the TicketExchange
Software in the Market Area. TGLP hereby consents to Ticketmaster accessing the
information described in this paragraph directly from the System. Ticketmaster
shall only use the personally identifiable information in connection with its
fulfillment services.


 


This letter agreement has been duly authorized, executed and delivered
by each party and constitutes the legal, valid and binding agreement of such
party, enforceable in accordance with its terms. No agreement or understanding
between TGLP or Ticketmaster and any third party contains or shall contain any
provision inconsistent with any provision or the purpose or intent of this
letter agreement. In the event of a conflict between this letter agreement and
the License Agreement, this letter agreement shall control. Except as
specifically set forth herein, all terms and conditions of the License
Agreement shall continue in full force and effect throughout the term and are
hereby ratified and confirmed by the parties. This letter agreement shall not
be amended without a writing signed by both parties.


 


If you agree with the terms and conditions of this letter agreement,
please acknowledge your agreement by signing in the space provided below and
returning a copy to me.


 


 


	
   

  	
  Best
  regards,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  David Goldberg

  
	
   

  	
  David
  Goldberg

  
	
   

  	
  Ticketmaster
  Corporation

  



 


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ACCEPTED
AND AGREED 

this 25 day of August  2006


 


TICKETMASTER
GROUP LIMITED PARTNERSHIP,

a Maryland limited partnership


 


By:
AP Tickets, Inc., its sole general partner


 


 


	
  By:

  	
  /s/
  Patrick R. Darr

  	
   

  
	
  Name:

  	
  Patrick
  R. Darr

  	
   

  
	
  Title:

  	
  President

  	
   

  
					



 


 


ACCEPTED AND AGREED WITH RESPECT TO


THE SECOND PARAGRAPH OF THIS LETTER AGREEMENT


 


TICKETMASTER L.L.C.


 


	
  By:

  	
  /s/
  David Goldberg

  	
   

  
	
  Name:

  	
  David
  Goldberg

  	
   

  
	
  Title:

  	
  Executive
  Vice President

  	
   

  
					



 


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