Prepared by MERRILL CORPORATION




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Exhibit 10.5  


 
 

AMENDMENT TO LICENSE AGREEMENT    
  


    THIS AMENDMENT TO LICENSE AGREEMENT ("Amendment") is entered into this      day of August, 1999, by and between Ticketmaster Corporation
("Ticketmaster") and Ticketmaster Group Limited Partnership ("User"), with reference to the following facts: 


    A.  Ticketmaster
and User entered into that certain License Agreement dated as of May 23, 1991 ("License Agreement"), whereby Ticketmaster granted User an
exclusive license and right to use the Ticketmaster System, name, logo and Mark in connection with User's computerized event ticketing business in the Market Area upon the terms and conditions set
forth in the License Agreement. 


    B.  Ticketmaster
and User hereby desire to amend the License Agreement in certain respects as set forth herein. 


    NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows: 


    1.  Defined Term(s).  For purposes of the License Agreement, as hereby amended, the following terms shall
have the meanings set forth below: 


    "System"
means and includes any software or hardware or combination thereof which is owned or controlled by, or licensed to or otherwise authorized for use by, Ticketmaster in
connection with a computer based system for distributing tickets used in the United States, including related procedures established and maintained by Ticketmaster for the purpose of voice and data
communications or selling, accounting, auditing or controlling the sale of tickets for events. 


    "TM
System User" means and includes any person, sole proprietorship, partnership corporation, joint venture or other legal entity (other than Ticketmaster) operating the System within
the United States. Any such entity may be wholly owned or controlled by Ticketmaster, partially owned, a joint venture or independent of Ticketmaster. 


    All
other capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the License Agreement. 



    2.  Condition to Effectiveness.  This Amendment shall not be effective unless and until the parties have
entered into and executed a definitive settlement and release agreement with respect to claims asserted in and related to that certain lawsuit entitled Ticketmaster Group
Limited Partnership v. Ticketmaster Corporation (and related counterclaim), USDC Case No. 97 C2337, filed on or about April 4, 1997 in United States District
Court for the Northern District of Illinois, and the Court shall have entered a final non-appealable Order dismissing the lawsuit with prejudice. The "Effective Date" of this Amendment
shall be the same date as the Effective Date of the Settlement Agreement being executed concurrently herewith, as defined in paragraph 4 thereof. 



    3.  Additional Payments.  Effective as of September 1, 1997, each of the Per Ticket Amounts set
forth in the table in Section 4 of the License Agreement shall be increased by an amount equal to $0.02. The amount of the Additional Payment for each applicable period since
September 1, 1997 shall be recalculated based upon such increase in the Per Ticket Amounts, and the additional amount due through July 31, 1999, shall be paid by User to Ticketmaster no
later than five days subsequent to the Effective Date. All Additional Payments resulting from such $0.02 increase to the Per Ticket Amount shall be in consideration of the settlement of the litigation
referred to in Section 2 above and Ticketmaster's agreement to permit User to continue to have the right and license to use the Mark within the Market Area in accordance with the provisions of
the License Agreement, as amended hereby. 





 


    4.  Upgrades.  Sections 12(b), 12(c), 12(d) and 12(e) of the License Agreement are hereby deleted in
their entirety and the following are hereby substituted in lieu thereof: 



    (a) Ticketmaster
shall provide to User during the term of this Agreement, at no additional cost to User (except as set forth in Section 12(e) below) and at the
request of User, any software used on, in connection with or as any part of any System operated or used in the United States by Ticketmaster or any TM System User. Such software shall include, without
limitation, enhancements, upgrades to the System's operating software, new software products (including, by way of example only, "FANTm" and "IVR") and software embedded in or part of any hardware.
Notwithstanding the foregoing, Ticketmaster shall have no obligation to provide User with (i) the beta versions of any software, or
developmental or experimental software, whether or not in use by Ticketmaster or any TM System User in connection with any System or (ii) software developed for special events or attractions
(including, by way of example only, the Olympics) and which is not practical for day-to-day use because of its complexity or unique purpose and may not be cost effective for
day-to-day use, or which for other economic reasons is not made generally available to TM System Users outside of the scope of a single use special event application and
therefore does not become a permanent part of the System. Notwithstanding the foregoing, User shall have the right to such special event software pursuant to the terms of this Section 12(b)
should a comparable special event (i.e., the Summer Olympics occurs in the Washington/Baltimore region) be held in the Market Area. 



    (b) If,
at any time during the term of this Agreement, User shall 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, Ticketmaster shall, upon User's request, promptly effect such conversion on behalf of User and shall bill User for such efforts in accordance with
Section 12(e) below. 


    (c) 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 reasonable efforts to cause such custom enhancements to be developed by its programmers in consideration of the
payment by User to Ticketmaster of the costs set forth in Section 12(e) below. 


    (d) User
shall be responsible for the direct and actual out-of-pocket costs incurred by Ticketmaster in installing any provided software and
training User's personnel in the using of provided software under Section 12(b), converting User's database under Section 12(c), and developing custom enhancements under
Section 12(d). Such direct and actual out-of-pocket costs shall include transportation and lodging and actual hourly personnel costs, but shall not include overhead,
miscellaneous administrative costs and other similar indirect costs. Pursuant to Section 14 of this Agreement, User shall also be responsible for the costs of any and all hardware used by User
in connection with any software provided under this Section 12, including, without limitation, all direct and actual costs for the installation of such hardware. 




In
addition, the second and third sentences of Section 8 of the License Agreement are hereby deleted in their entirety, it being the intent of the parties that User shall have access throughout
the Term of the License Agreement to the most current technology available from Ticketmaster for use in connection with the System, and that Ticketmaster shall make available to User hardware and
software such that User will have the ability to operate a system having performance capabilities equal to those of any other TM System User. 


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    5.  Cooperation and Support.  Section 12 of the License Agreement is hereby amended to add the
following to the end of such Section: 



    (a) At
Ticketmaster's request, User shall cooperate with Ticketmaster and utilize reasonable efforts to participate in Ticketmaster promotional campaigns, tours, events
or other programs which are conducted on a national or regional basis. Ticketmaster shall use its reasonable efforts to offer User the opportunity to participate fully in all such promotional
campaigns, tours or other programs which involve the Market Area. In the event that User shall agree, in writing, to participate fully in any such program designated by Ticketmaster, then User shall
receive a share of revenues received by Ticketmaster (after deduction of actual costs to Ticketmaster regarding the establishment of the program, including, without limitation, legal fees, but
exclusive of administrative costs) for its participation in such programs that is reasonably proportionate to User's participation, or a share of compensation that is otherwise mutually agreeable to
the parties. 


    (b) With
User's prior consent, Ticketmaster and/or a TM System User may sell tickets to events located or to take place within the Market Area and, with Ticketmaster's
prior consent (or that of the TM System User in the relevant geographic area), User may sell tickets to events located or to take place outside of the Market Area, in which event revenue due each
party shall be calculated taking the per ticket gross revenue received in excess of the ticket face price (expressly excluding any revenue derived from handling charges), reducing such gross revenue
by direct actual sales costs such as (but not necessarily limited to) credit card processing fees and venue and promoter rebates and royalties, and splitting the resulting net revenue equally between
the parties, unless the parties shall mutually agree to a different revenue distribution. User shall not receive a share of revenues as contemplated by the immediately preceding sentence for special
events covered by Section 5 of this Agreement. 


    (c) Ticketmaster
shall utilize reasonable efforts to permit User to participate in (A) Ticketmaster's periodic national technology support conference calls and
meetings to the extent that those calls and meetings take place, subject to Ticketmaster's right to exclude User in order to protect attorney/client privileged communications or confidential or
proprietary information, and (B) conference calls and meetings concerning national or regional promotional, marketing, sales or similar campaigns in which User has agreed to participate to the
extent that those calls and meetings take place. Ticketmaster shall also provide User with appropriate documents relative to the administration of any such campaign in which User has agreed to
participate. 




    6.  Internet Sales.  Ticketmaster and/or Ticketmaster Online-City Search shall integrate
User's ticket sales information and ticket sales transaction processing onto Ticketmaster's Internet web site (currently known as "ticketmaster.com") (the "Web Site"), and shall enable User and its
clients to sell tickets through the Web Site in the same manner as other TM System Users, it being agreed and understood that Ticketmaster will use reasonable efforts, with User's cooperation, to
perform its obligations pursuant to this sentence within ten days after the date of this Amendment. User agrees to reimburse Ticketmaster and/or Ticketmaster Online-City Search for all
out-of-pocket expenses incurred in connection with making such access to the Web Site available to User, in accordance with Section 12(e) of the License Agreement, as
amended. In addition to any other payments due to Ticketmaster under the License Agreement, as amended hereby, and in consideration of Ticketmaster and/or Ticketmaster Online-City Search
making the Web Site available to User as aforesaid, User shall pay Ticketmaster an amount equal to $0.25 per ticket for each ticket sold by User through the Web Site. Such payments
shall constitute Additional Payments as defined in Section 4 of the License Agreement, as amended hereby. Upon completion of Ticketmaster's performance of its obligations pursuant to the first
sentence of this Section 6, User shall promptly discontinue the provision of ticket 


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and merchandise sales information and services on that certain web site currently known as "ticketmasterwb.com". 



    7.  Equipment.  Section 14 of the License Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof: 



    During
the term of this Agreement, User shall have the right to purchase from Ticketmaster or from any entity owned or controlled by Ticketmaster (i) any hardware, computer
equipment, voice or data communications equipment or other equipment developed or manufactured by Ticketmaster or any entity owned or controlled by Ticketmaster, or (ii) any third party
hardware or equipment offered for sale by Ticketmaster or any entity owned or controlled by Ticketmaster, where such hardware or equipment shall be used by User on or in connection with the System.
The obligations of this paragraph shall extend to all upgrades, advances or other technological improvements, but Ticketmaster shall have no obligation to sell to User developmental or experimental
hardware or equipment, whether or not in use by Ticketmaster or any TM System User in connection with the System. The cost to User of any such provided hardware or equipment sold hereunder shall be
(i) 150% of Ticketmaster's direct and actual cost for Ticketmaster developed or manufactured hardware or equipment or (ii) 110% of Ticketmaster's cost for hardware and equipment
developed or manufactured by third parties. If requested by User, Ticketmaster shall assist User with the installation, start-up, initial use and training on the use of said hardware and
equipment. User shall reimburse Ticketmaster for the cost of delivering, installing, starting up and training User in the operation of such hardware and equipment in accordance with
Section 12(e) of this Agreement. 




    8.  Non System-Related Software.  The provisions of Section 12(b) of the License Agreement, as
amended hereby, shall not apply to software owned or licensed by Ticketmaster or any entity owned or controlled by Ticketmaster that does not work with or rely on a connection (either periodic or
continuous) to the System for proper operation and which are offered by Ticketmaster or such other entity for sale or license to third parties (the "Non System-Related Software"). Examples of software
falling within the scope of Section 12(b) of the License Agreement, as amended hereby (and not within the scope of this Section 8), include, without limitation, bar coding (e.g., FANTm),
IVR voice response units, ticket sales kiosks, credit card authorization, client settlement and similar accounting programs, PCI, disaster recovery programs, VRun reports, offline archiving of
accounts, niterun, TMWIN99 or similar Systems communications software and fraud programs. Examples of software falling outside of the scope of Section 12(b) of the License Agreement, as amended
hereby (and within the scope of this Section 8), include Archtics season ticketing software and Foxman's FanTracker. Solely as a means of further illustrating the intent of the parties, should
Ticketmaster acquire the rights to software sometimes known as Paceolan, the Paceolan software would be covered by this Section 8 and not by Section 12(b) of the License Agreement, as
amended hereby, but any interface developed by Ticketmaster to connect the system to the Paceolan software would be covered by Section 12(b), as
amended hereby. User shall have the right to license (if licensing is offered as an option) or purchase (if purchasing is offered as an option) any and all of such Non System-Related Software from
Ticketmaster or such entity owned or controlled by Ticketmaster for sublicense or sale to User's clients. The cost to User of any such Non System-Related Software shall be equal to the lowest
generally prevailing fee charged from time to time to clients by Ticketmaster or such entity owned or controlled by Ticketmaster for such Non Systems-Related Software, it being agreed and understood
that User may determine, in its sole discretion, the amount to be charged to User's clients with respect to the sublicense or sale of such Non Systems-Related Software to those clients. It is further
agreed and understood that User shall pay a separate fee to Ticketmaster each time that the Non Systems-Related Software is sublicensed or sold by User to a client (e.g., if the Archtics season
ticketing software is sublicensed or sold by User to ten venues, User shall pay Ticketmaster the applicable fee times ten). No later than five days subsequent to the Effective Date, User shall pay
$50,000 to Ticketmaster, being 


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the fee payable with respect to the license by User of the Archtics season ticketing software to be sublicensed by User to the Baltimore Orioles. Notwithstanding the foregoing, such $50,000 license
payment shall not be applicable for the use of the Archtics season ticketing software, alone or through User's System, by the Washington Redskins or the Baltimore Ravens National Football League
football teams or their respective successors or assigns inasmuch as the purchase of the Archtics use license by those entities occurred prior to the acquisition of Distributed Systems Architects,
Inc/Archtics by Ticketmaster. 


    9.  Use of Ticketmaster Facilities.  



    (a) Except
as otherwise provided in Section 9(b), if Ticketmaster's or its affiliates' facilities are to be used by User in connection with any software provided
by Ticketmaster to User pursuant to the License Agreement, as amended hereby, then User shall pay to Ticketmaster or its affiliates, as applicable, such amounts as may be required by Sections 12(e)
and 14 of the License Agreement, as amended hereby, together with an amount that reflects User's proportionate share of costs of the use of the facility not otherwise covered by said Sections 12(e)
and 14. 


    (b) User
shall have access to and use of Ticketmaster's disaster recovery facility (the "Facility"), currently located at Ticketmaster's Detroit data center, which
access and use shall be pursuant to such guidelines as Ticketmaster may reasonably establish for all similar Facility users. In consideration of such access to and use of the Facility, User shall pay
Ticketmaster a fee of $40,000 for the first year of User's access to and use of the Facility (which year shall commence as of the date of User's access to the Facility) and $36,000 for each subsequent
year of access to and use of the Facility, payable in full, for each applicable year, no later than 30 days after the commencement of such year, plus any direct and actual
out-of-pocket costs incurred by Ticketmaster in training User's personnel at User's offices relative to the use of the Facility. In addition to the foregoing, User shall be
responsible for the cost of necessary data communication equipment upgrades made by Ticketmaster on behalf of User (as determined pursuant to Section 14 of the License Agreement, as amended
hereby); a proportionate share of future data communication cost increases related to the operation of the Facility; and, the installation and operational costs of the data communications line
necessary to transmit User's System data to the Facility. The Facility shall receive and save a continuous stream of User's System data
during all of User's operating hours. In the event that User's System fails, for whatever reason, the Facility shall have the capability of regenerating User's then-current System database
onto hardware installed at the Facility, and coming online through dial-up or other data communications to User's clients, outlets, phonerooms and administrative offices, to provide
continuing ticket sales and other ticketing functions until full use of User's System is restored. 




    10.  Consent to Transfer.  Ticketmaster hereby consents to the transfer of Centre Group Limited
Partnership's interest in User to Washington Sports & Entertainment Limited Partnership (or to a wholly-owned subsidiary of Washington Sports & Entertainment Limited Partnership if such
subsidiary agrees in writing to be bound by the terms and conditions of Section 16 of the License Agreement); provided, however, that such transfer is consummated by December 31, 1999
and written verification of such transfer is received by Ticketmaster by January 15, 2000. Said transfer, if consummated, shall have no impact on the parties' respective rights and obligations
under the License Agreement or this Amendment, and User shall remain liable for all of User's duties and obligations thereunder and hereunder. By its execution of this Amendment in the space provided
below, Washington Sports & Entertainment Limited Partnership agrees to be bound by the terms and conditions of Section 16 of the License Agreement if such transfer to Washington
Sports & Entertainment Limited Partnership is consummated. User represents that Washington Sports & Entertainment Limited Partnership is under common control with Centre Group Limited
Partnership, and prior to the Effective Date User has provided Ticketmaster with a letter outlining the identity of and relationship between the transferor and the transferee. 


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    11.  Remedies.  The intent of the parties is to cooperate to advance their mutual interests, and to
reduce the likelihood of future disputes. To that end, the parties amend as follows those provisions of the License Agreement outlining their respective rights and remedies in the event of a breach or
default (including, without limitation, those governing termination). Except for the provisions of Sections 10, 11(a)(i) and (ii), 11(b), (11(c) and 11(d) of the License Agreement, which remain
in full force and effect, in the event of any breach or alleged breach of the License Agreement, the complaining party shall give the other written notice of the alleged breach and, if curable, of the
proposed remedy or cure. The defaulting party shall remedy said breach within seven days or (solely with respect to a breach other than a failure to pay when due amounts owing to Ticketmaster under
the License Agreement) such longer period as may be reasonably required to effectuate such remedy so long as remedial action is commenced within such seven-day period and is actively and
diligently pursued to completion. Except as set forth in Sections 10, 11(a)(i) and (ii), 11(b), 11(c) and 11(d) of the License Agreement, no breach shall justify termination of the License
Agreement unless there has been a material and substantial non-performance or other breach of the License Agreement. 



    12.  Use of the System:  In the event that the System is, at any time during the term of the License
Agreement, being operated by Ticketmaster or a TM System User outside of the Market Area in connection with any independent or third-party computer system (other than any such connection which is in
the developmental, experimental or testing stage), then Ticketmaster will authorize User (at no additional charge to User by Ticketmaster solely to provide such authorization) to operate the System
within the Market Area in connection with such independent or third-party computer system (if
permitted by such independent or third-party provider) in the same manner as being operated by Ticketmaster or such TM System User. By way of example only: 



If
a theater uses the Paceolan ticketing system to sell season tickets and walk up box office tickets, and interfaces the Paceolan system to a TM System User's System, so that ticket inventory can be
transferred back and forth between the two systems to permit the sale of telephone, outlet, or internet sales on the TM System User's System, then User shall be permitted that use. 




    13.  Representations and Warranties.  Each party represents and warrants that (i) it has full and
exclusive power and authority to enter into and be bound by this Amendment and that the person executing this Amendment on behalf of such party is duly authorized to do so, and (ii) this
Amendment is a duly authorized, valid and binding agreement of such party, enforceable against such party in accordance with its terms. 


    14.  Notices.  Section 22 of the License Agreement is amended to change the addresses for notice
to the following: 



	

If to Ticketmaster, to:	
 	

Ticketmaster Corporation

3701 Wilshire Blvd., 9th Floor

Los Angeles, CA 90010



Attn: Terry Barnes, President and CEO,

and Daniel R. Goodman, Executive V.P.

and General Counsel
	

With a copy to:	
 	

Neal, Gerber & Eisenberg

Two North LaSalle Street

Suite 2100

Chicago, Illinois 60602

Attn: Norman J. Gantz




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If to User, to:	
 	

Ticketmaster Group Limited Partnership

c/o AP Tickets, Inc.

One Harry S. Truman Drive

Landover, Maryland 20785

Attn: Abe Pollin

Paul d'Eustachio
	

With a copy to:	
 	

Arent Fox Kintner Plotkin & Kahn, PLLC

1050 Connecticut Avenue, N.W.

Washington, D.C. 20036-5339

Attn: David M. Osnos






    15.  Conflicting Terms.  In the event a conflict arises between this Amendment and the terms and
conditions of the License Agreement, the terms and conditions of this Amendment shall control. Except as specifically set forth herein to the contrary, all of the terms and conditions of the License
Agreement are in full force and effect, shall continue in full force and effect throughout the term and are hereby ratified and confirmed by the parties. 


    16.  Counterparts.  This Amendment may be executed and delivered in multiple counterparts, each of which,
when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same instrument. 


    IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. 



	TICKETMASTER CORPORATION,	 	TICKETMASTER GROUP LIMITED PARTNERSHIP, an Illinois corporation a Maryland limited partnership
	

 	
 	

 	
 	

By:	
 	

AP Tickets, Inc., its sole General Partner
	

By:	
 	


	
 	

By:	
 	

_________________________________

Paul d'Eustachio
	

Title:	
 	


	
 	

Title:	
 	

_________________________________

President
	

AGREED TO AS OF THE DATE HEREOF FOR PURPOSES OF SECTION 10.	
 	

 	
 	

 
	

WASHINGTON SPORTS & ENTERTAINMENT LIMITED PARTNERSHIP	
 	

 	
 	

 
	

By:	
 	


	
 	

 	
 	

 
	

Title:	
 	


	
 	

 	
 	

 




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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"). 


 
 

WITNESSETH:    
  


    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 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): 



	During Operational Years
	 	The Per Ticket

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 


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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 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 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 



3





 


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 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 and 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 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 



4





 


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 states 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 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. 



5











  




	(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 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 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 



6





 


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
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. 




    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 



7





 


and
all expenses (including travel) incurred by Ticketmaster's employees, agents and representatives pursuant to or in connection with Ticketmaster's performance under Paragraphs 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 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 of such non-cash consideration (which reasonable value Ticketmaster 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 


8





 


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 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 or 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 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.




9






 

	

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 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:	
 	

[ILLEGIBLE]

	

 	
 	

Title:	
 	

[ILLEGIBLE]

	

 	
 	

TICKETMASTER GROUP LIMITED PARTNERSHIP
	

 	
 	

By:	
 	

AP TICKETS, INC.

  its General Partner
	

 	
 	

By:	
 	

[ILLEGIBLE]

	

 	
 	

Title:	
 	

[ILLEGIBLE]





10





 


	AGREED TO AS OF THE DATE HEREOF FOR PURPOSES OF SECTION 16	 	 
	

GENERAL PARTNER:	
 	

 
	

AP TICKETS, INC.

  a Maryland corporation	
 	

 
	

By:	
 	

[ILLEGIBLE]
	
 	

 
	

Title:	
 	

[ILLEGIBLE]
	
 	

 
	

LIMITED PARTNER:	
 	

 
	

CENTER GROUP LIMITED PARTNERSHIP,

  a Maryland limited partnership	
 	

 
	

By:	
 	

Abe Pollin Sports, Inc.,

  its general partner	
 	

 
	

By:	
 	

[ILLEGIBLE]
	
 	

 
	

Title:	
 	

[ILLEGIBLE]
	
 	

 




11





 
 

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. 









QuickLinks


AMENDMENT TO LICENSE AGREEMENT


LICENSE AGREEMENT

WITNESSETH


EXHIBIT I MARKET AREA