Exhibit
10.2  
   SECOND SUPPLEMENTAL INDENTURE  Dated as of April 30, 2009  among  TICKETMASTER ENTERTAINMENT, INC.  The Guarantors Party Hereto  and  THE BANK OF NEW YORK MELLON,  as Trustee


THIS
SECOND SUPPLEMENTAL INDENTURE (this Supplemental
Indenture), entered into as of April 30, 2009, among TICKETMASTER ENTERTAINMENT, INC., a
Delaware corporation formerly known as Ticketmaster (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 (i) FLMG Holdings Corp., a Delaware
corporation (FLMG), and (ii) the entities
set forth on Exhibit A (the Additional Guarantors),
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 Issuer, the Guarantors other than the Additional Guarantors, and the
Trustee entered into the First Supplemental Indenture, dated as of August 20,
2008 (the First Supplemental Indenture),
pursuant to which FLMG unconditionally guaranteed all of the Issuers
obligations under the Notes and the Indenture on the terms set forth in the
Indenture;  WHEREAS,
the Additional Guarantors other than TicketWeb, LLC, a Delaware limited
liability company (TicketWeb), became
Domestic Restricted Subsidiaries of the Issuer as a result of the acquisition
by FLMG of 75% of the common stock, par value $0.01 per share, of Front Line
Management Group, Inc. (the Acquisition), and
Sections 4.13 and 9.01 of the Indenture require the Additional Guarantors other
than TicketWeb to execute and deliver to the Trustee this Supplemental
Indenture pursuant to which the Additional Guarantors other than TicketWeb shall
unconditionally guarantee all of the Issuers obligations under the Notes and
the Indenture on the terms set forth in the Indenture;  WHEREAS,
in connection with the Acquisition, the Issuer formed TicketWeb and merged
TicketWeb Inc., a Delaware corporation and current guarantor under the
Indenture, with and into TicketWeb; and  WHEREAS,
Sections 9.01, 10.03 and 10.04 of the Indenture require TicketWeb to execute
and deliver to the Trustee this Supplemental Indenture pursuant to which
TicketWeb shall unconditionally guarantee all of the Issuers obligations under
the Notes and the Indenture on the terms set forth in the Indenture and shall
succeed to and be substituted for TicketWeb Inc. under the Indenture, and
TicketWeb Inc. shall be released from all of its obligations under the
Indenture;  WHEREAS,
the Guarantors, Additional Guarantors 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 Guarantors and the
Issuer, the legal, valid and binding agreement of the Guarantors, the Additional
Guarantors and the Issuer, in accordance with its terms.  1


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 Guarantors, by their execution
of this Supplemental Indenture, agree to be Guarantors 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.  TicketWeb Inc., upon execution of this
Supplemental Indenture, shall be released from its obligations as a Guarantor
under the Indenture.  Section 4.  This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York.  Section 5.  This Supplemental Indenture may be signed in
various counterparts which together will constitute one and the same
instrument.  Section 6.  This Supplemental Indenture is an amendment
supplemental to the Indenture and the Indenture, the First Supplemental
Indenture and this Supplemental Indenture will henceforth be read together.  Section 7.  The recitals contained herein are made by the
Issuer, the Guarantors and Additional Guarantors 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
  ENTERTAINMENT, INC., as IssuerBy:
  /s/
  Brian ReganName:
  Brian
  ReganTitle:
  Executive
  Vice Presidentand
  Chief Financial OfficerFLMG
  HOLDINGS CORP.,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.,TM
  VISTA INC.,as
  GuarantorsBy:
  /s/
  Brian ReganName:
  Brian
  ReganTitle:
  Executive
  Vice Presidentand
  Chief Financial Officer  Signature
Page to Second 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
  GuarantorsBy:
  /s/
  Brian ReganName:
  Brian
  ReganTitle:
  Vice
  PresidentFRONT
  LINE MANAGEMENT GROUP, INC.,AZOFF
  PROMOTIONS LLC,FEA
  MERCHANDISE INC.,FRONT
  LINE BCC LLC,ILAA,
  INC.,ILA
  MANAGEMENT, INC.,SPALDING
  ENTERTAINMENT, LLC,ENTERTAINERS
  ART GALLERY LLC,as
  GuarantorsBy:
  /s/ Colin HodgsonName:
  Colin
  HodgsonTitle:
  Authorized
  PersonTICKETWEB,
  LLC,as
  GuarantorBy:
  /s/ Chris RileyName:
  Chris
  RileyTitle:
  Senior
  Vice President, Deputy General Counsel and Secretary  Signature
Page to Second Supplemental Indenture


THE
  BANK OF NEW YORK MELLON,as TrusteeBy:
  /s/ Sherma ThomasName:
  Sherma ThomasTitle:
  Assistant Treasurer  Signature
Page to Second Supplemental Indenture


EXHIBIT A  FRONT
LINE MANAGEMENT GROUP, INC.
AZOFF PROMOTIONS LLC
FEA MERCHANDISE INC.
FRONT LINE BCC LLC
ILAA, INC.
ILA MANAGEMENT, INC.
SPALDING ENTERTAINMENT, LLC
TICKETWEB, LLC