Exhibit 4.1


 




 





FIRST SUPPLEMENTAL INDENTURE


 


Dated as of August 20, 2008


 


among


 


TICKETMASTER


 


The Guarantors Party Hereto


 


and


 


THE BANK OF NEW YORK MELLON,


 


as Trustee




 





 

















 


THIS SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), entered into as of August 20, 2008, among TICKETMASTER, a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”), and THE BANK
OF NEW YORK MELLON, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Issuer, the Guarantors other than FLMG Holdings Corp., a
Delaware corporation (the “Additional Guarantor”),
and the Trustee entered into the Indenture, dated as of July 28, 2008 (the
“Indenture”), relating to the Issuer’s
10.75% Senior Notes due 2016 (the “Notes”);


 


WHEREAS, the Notes were issued as part of financing relating to the pro
rata distribution (the “Spin-Off”) of
100% of the capital stock of the Issuer to the stockholders of IAC/InterActiveCorp,
a Delaware corporation;


 


WHEREAS, the Additional Guarantor became a Domestic Restricted
Subsidiary of the Issuer as a result of the Spin-Off, and Sections 4.13 and
9.01 of the Indenture require the Additional Guarantor to execute and deliver
to the Trustee this Supplemental Indenture pursuant to which the Additional
Guarantor shall unconditionally guarantee all of the Issuer’s obligations under
the Notes and the Indenture on the terms set forth in the Indenture;


 


WHEREAS, the Guarantors, Additional Guarantor and the Issuer have
requested that the Trustee execute and deliver this Supplemental Indenture; and


 


WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Guarantors, the Additional
Guarantor and the Issuer, the legal, valid and binding agreement of the
Guarantors, the Additional Guarantor and the Issuer, in accordance with its
terms.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties to this
Supplemental Indenture hereby agree as follows:


 


Section 1.  Capitalized terms
used herein and not otherwise defined herein are used as defined in the
Indenture.


 


Section 2.  The Additional Guarantor,
by its execution of this Supplemental Indenture, agrees to be a Guarantor under
the Indenture and to be bound by the terms of the Indenture applicable to
Guarantors, including, but not limited to, Article 10 thereof.


 


Section 3.  This
Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York.


 


1

















 


Section 4.  This
Supplemental Indenture may be signed in various counterparts which together
will constitute one and the same instrument.


 


Section 5.  This
Supplemental Indenture is an amendment supplemental to the Indenture and the
Indenture and this Supplemental Indenture will henceforth be read together.


 


Section 6.  The recitals
contained herein are made by the Issuer, the Guarantors and Additional
Guarantor and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof.  The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.  All rights, protections,
privileges, indemnities and benefits granted or afforded to the Trustee under
the Indenture shall be deemed incorporated herein by this reference and shall
be deemed applicable to all actions taken, suffered or omitted by the Trustee
under this Supplemental Indenture.


 


[Signature Pages Follow]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.


 


 


	
   

  	
   

  	
  TICKETMASTER, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Regan

  
	
   

  	
   

  	
  Name: Brian Regan

  
	
   

  	
   

  	
   Title:  Executive Vice
  President

  
	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IAC PARTNER MARKETING, INC.,

  
	
   

  	
   

  	
  MICROFLEX 2001 LLC,

  
	
   

  	
   

  	
  TICKETMASTER ADVANCE TICKETS,

  LLC,

  
	
   

  	
   

  	
  TICKETMASTER CALIFORNIA GIFT

  CERTIFICATES L.L.C.,

  
	
   

  	
   

  	
  TICKETMASTER CHINA VENTURES,

  L.L.C.,

  
	
   

  	
   

  	
  TICKETMASTER EDCS LLC,

  
	
   

  	
   

  	
  TICKETMASTER FLORIDA GIFT

  CERTIFICATES L.L.C.,

  
	
   

  	
   

  	
  TICKETMASTER GEORGIA GIFT

  CERTIFICATES L.L.C.,

  
	
   

  	
   

  	
  TICKETMASTER INDIANA HOLDINGS

  CORP.,

  
	
   

  	
   

  	
  TICKETMASTER L.L.C.,

  
	
   

  	
   

  	
  TICKETMASTER MULTIMEDIA

  HOLDINGS LLC,

  
	
   

  	
   

  	
  TICKETMASTER NEW VENTURES

  HOLDINGS, INC.,

  
	
   

  	
   

  	
  TICKETMASTER WEST VIRGINIA GIFT

  CERTIFICATES L.L.C.,

  
	
   

  	
   

  	
  TICKETMASTER-INDIANA, L.L.C.,

  
	
   

  	
   

  	
  TICKETWEB INC.,

  
	
   

  	
   

  	
  TM VISTA INC.,

  
	
   

  	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Regan

  
	
   

  	
   

  	
  Name: Brian Regan

  
	
   

  	
   

  	
  Title:   Executive Vice
  President

  
	
   

  	
   

  	
  and Chief Financial Officer

  



 


 


Signature Page to Supplemental Indenture


 

















 


	
   

  	
   

  	
  ECHOMUSIC, LLC,

  
	
   

  	
   

  	
  EVENTINVENTORY.COM, INC.,

  
	
   

  	
   

  	
  NETTICKETS.COM, INC.,

  
	
   

  	
   

  	
  OPENSEATS, INC.,

  
	
   

  	
   

  	
  PACIOLAN, INC.,

  
	
   

  	
   

  	
  PREMIUM INVENTORY, INC.,

  
	
   

  	
   

  	
  SHOW ME TICKETS, LLC,

  
	
   

  	
   

  	
  THE V.I.P. TOUR COMPANY,

  
	
   

  	
   

  	
  TICKETSNOW.COM, INC.,

  
	
   

  	
   

  	
  TNOW ENTERTAINMENT GROUP, INC.,

  
	
   

  	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Regan

  
	
   

  	
   

  	
  Name: Brian Regan

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLMG HOLDINGS CORP., as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tanya Stanich

  
	
   

  	
   

  	
  Name: Tanya Stanich

  
	
   

  	
   

  	
  Title:  
  Vice President and Assistant Secretary

  



 


 


Signature Page to Supplemental Indenture


 

















 


	
   

  	
  THE BANK OF NEW YORK MELLON,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sherma Thomas

  
	
   

  	
   

  	
  Name: Sherma Thomas

  
	
   

  	
   

  	
  Title:  
  Assistant Treasurer

  



 


 


Signature Page to Supplemental Indenture