Exhibit 10.10


 


October 17, 2005


 


Mr. Patrick Darr


Ticketmaster Group Limited Partnership 


821 Capital Centre Boulevard 


Largo, Maryland 20774


 


Dear Pat:


 


Ticketmaster L.L.C., a Delaware limited liability company (“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 (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 is upgrading the operating system for the System (“Operating
System”) and is providing TGLP with the right to use such upgrade pursuant to
the terms of the License Agreement. In connection therewith, Ticketmaster has
agreed to host and manage the Operating System for TGLP, and TGLP has agreed to
purchase certain hardware related to the upgraded Operating System and to pay
certain operating expenses related to such hardware in accordance with the
terms and conditions of this letter agreement. All terms used herein and not
otherwise defined shall have the meaning assigned to them in the License
Agreement.


 


Ticketmaster shall manage
and host the upgraded Operating System on behalf of TGLP and warrants that it
shall exercise the same care in connection with such functions that it
exercises in connection with the management and hosting of its operating
systems on its own behalf.


 


TGLP agrees to purchase the hardware set forth under Section A of Exhibit A
attached hereto for use in connection with such upgraded Operating System for
$57,200 which equals Ticketmaster’s cost for such hardware plus 10%. The
purchase price of such hardware shall be due within thirty (30) days of receipt
of such hardware. Since Ticketmaster is managing the Operating System for TGLP,
whenever Ticketmaster introduces a new version or upgrades the Operating System
or other core ticketing components and such new version or upgrade requires any
upgrade or change to the infrastructure under TGLP’s control, TGLP agrees to
make such changes to the infrastructure and purchase any new hardware as
required by Ticketmaster within sixty (60) days of notice from Ticketmaster.
Furthermore, as Ticketmaster upgrades its existing core Operating System or
Ticketing hardware, TGLP will reimburse Ticketmaster for the equivalent
reasonable upgrades to the hardware dedicated to TGLP.


 


The upgrade to the Operating System will also cause additional
Ticketmaster operating expenses related to additional operating services as
described under Section B of Exhibit A attached hereto. TGLP agrees
to pay the operating expenses for the required operating services by increasing
the Per Ticket Amount by $0.025 for each applicable period so that the Per
Ticket Amount is equal to $0.175 for the current


 

















 


operational year. In the event TGLP decides to receive the optional operating
services, TGLP shall pay for such operating services by increasing the Per Ticket
Amount by an additional $0.025 for each applicable period so that the Per
Ticket Amount would be $0.20 for the current operational year. If changes to
the Operating System cause additional operating expenses, TGLP agrees to pay
any additional operating expenses reasonably determined by Ticketmaster either
by increasing the Per Ticket Amount or by paying such operating expenses
directly, as determined by Ticketmaster.


 


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
fetter 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,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David Goldberg

  
	
   

  	
   

  	
  Name:

  	
  David Goldberg

  
	
   

  	
   

  	
   

  	
  Ticketmaster
  LLC.

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED 

  	
   

  	
   

  	
   

  
	
  this
  19 day of October 2005

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  



 

















 


Exhibit A


 


A.          Hardware


 


	
  Quantity

  	
   

  	
  Description

  	
   

  	
  Ticketmaster’s Cost

  	
   

  
	
  2

  	
   

  	
  Monitoring
  and Configuration Server

  	
   

  	
  $

  	
  7,000

  	
   

  
	
  2

  	
   

  	
  Switching
  Equipment

  	
   

  	
  $

  	
  7,000

  	
   

  
	
  1

  	
   

  	
  Console
  Server

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  2

  	
   

  	
  IPTT Bridge
  Servers

  	
   

  	
  $

  	
  7,000

  	
   

  
	
  2

  	
   

  	
  Media
  Converter

  	
   

  	
  $

  	
  2,000

  	
   

  
	
  2

  	
   

  	
  Ticketing
  Server

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2

  	
   

  	
  Authorization
  Server

  	
   

  	
  $

  	
  7,000

  	
   

  
	
  1

  	
   

  	
  Reporting
  Server

  	
   

  	
  $

  	
  3,500

  	
   

  
	
  1

  	
   

  	
  Ticketing
  Server

  	
   

  	
  $

  	
  3,500

  	
   

  



 


B.           Operating Services


 


Required Operating Services


 


Backups – daily backups near line storage


 


Backups – off site tape backups


 


Optional Operating Services


 


Nitrun Operations


 


Swing Shift Operations


 


Regional Programmer