Exhibit 10.11


 


	
   

  	
  3701 Wilshire Blvd. -
  9th Floor

  
	
  

  	
  Los Angeles, California
  90010

  213 639-6100 Tel

  
	
   

  	
  213 382-6210 Fax

  



 


March 21,
2002


 


Mr. Pat
Darr


Ticketmaster
Group Limited Partnership


One
Harry S. Truman Drive


Landover,
Maryland 20785


 


Re: System and Non System-Related Software Licensing Arrangements


 


Dear
Pat:


 


This
letter sets forth certain agreements between Ticketmaster L.L.C., a Delaware
limited liability company (“Ticketmaster”), and Ticketmaster Group Limited
Partnership, a Maryland limited partnership (“TGLP”), with respect to
Ticketmaster’s license of and the provision of related software maintenance and
support obligations for certain software products to the sports teams and venue
in the Market Area (as explained further below), all on the terms set forth
herein. The sports teams are the Washington Redskins, Washington Capitals,
Washington Wizards, Baltimore Orioles and Baltimore Ravens (“Sports Teams”),
and the venue is MCI Center (“Venue”). We shall have the right to add other
clients or venues provided we get your prior written approval.


 


Ticketmaster
Corporation (“TM Corp”), an Illinois corporation and affiliate of Ticketmaster,
and TGLP are party to that certain License Agreement dated as of May 23,
1991, as amended by that certain Amendment to License Agreement dated as of August 31,
1999 (as amended, the “License Agreement”). The License Agreement provides
certain terms and provisions regarding the license by TM Corp or Ticketmaster
to TGLP of software related to the System and the license by TM Corp or
Ticketmaster to TGLP of Non System-Related Software and TGLP’s ability to
sublicense the same to its clients in the Market Area. All terms capitalized
and not defined herein shall have the meaning given those terms in the License
Agreement.


 


The
parties acknowledge and agree that TGLP has heretofore paid Ticketmaster
$120,000 as a license fee for the Non System-Related Software known as ARCHTICS
and $50,000 as a sublicense fee for ARCHTICS as related to the Baltimore
Orioles and that TGLP has not been required to pay, and has not paid, any
further license or sublicense fees as provided for or required by the License
Agreement as of the date of this letter agreement.


 


With
TGLP’s knowledge and consent, Ticketmaster has met with, discussed, negotiated
and entered into contractual arrangements (both written and oral)
(collectively, “Actions”) with the Sports Teams and Venue related to the
following System and Non System-Related Software:


 

















 


ARCHTICS,
FanTM, Ticketmaster AccountManager (formerly known as Online Subscriber
Services or OSS) (“TM AccountManager”), TM Charge, the Ticketmaster Marketplace
(which currently includes ticket forwarding, ticket selling, right of first
refusal and GroupManager features and which may be expanded to include future
features of which TGLP will be notified) and SIMS (Subscriber Interactive Voice
Management Services) (collectively, “Software”). We shall have the right to add
other software products provided we get your prior written approval.
Ticketmaster has described to TGLP the nature of such Actions taken by
Ticketmaster through the date hereof and described an outline of agreed terms,
and TGLP hereby ratifies its prior consent and ratifies all such Actions taken
and such outlined terms in regard to the Sports Teams and Venue and the license
to them of the Software (“Approved Actions”).


 


The
parties agree that Ticketmaster can continue such Approved Actions with the
Sports Teams and Venue and can directly enter into written agreements or
amendments or extensions with them as consistent with the Approved Actions. The
parties further agree to waive the provisions of Section 12(b) of the
License Agreement and Section 8 of the Amendment as they relate to the
payment of license and/or sublicense fees among the parties and right of TGLP
to sublicense the Non System-Related Software, except for the payment of
certain maintenance fees related to the Baltimore Orioles as covered by our
separate agreement.


 


Ticketmaster
and TGLP agree that TGLP shall be entitled to receive fifty percent (50%) of
all transaction fees as mutually agreed between Ticketmaster and TGLP collected
(and retained) by Ticketmaster under any TM AccountManager agreement with a
Sports Team or the Venue (including the Ticketmaster Marketplace) (“TM
AccountManager Fees”). Ticketmaster will deliver to TGLP regular payments
quarterly within thirty (30) days of the end of each calendar quarter of the TM
AccountManager Fees to which TGLP is entitled, as netted by any deductions or
offsets allowed hereunder, with each payment to be on account of TM
AccountManager Fees collected by Ticketmaster during the calendar quarter
preceding such payment due date. Each payment shall be accompanied by a written
accounting. In the event that Ticketmaster is required to refund any TM
AccountManager Fees (as a result of chargeback or otherwise) previously paid
out to TGLP, Ticketmaster shall have the right to deduct such refunded TM
AccountManager Fees against future disbursements owed to TGLP hereunder.


 


Ticketmaster
and TGLP further agree that TGLP shall be entitled to fees related to the
processing of the Sports Teams’ and the Venue’s VISA and MasterCard
transactions on the TM Charge system. TGLP will be entitled to the amount by
which the TM Charge rate charged to and collected from any Sports Team or Venue
(and retained by Ticketmaster) exceeds 2.2% (“TM Charge Fees”). The TM Charge
rate charged to the Sports Teams and the Venue shall be 2.5% unless otherwise
mutually agreed between Ticketmaster and TGLP. Ticketmaster will deliver to
TGLP regular payments quarterly within thirty (30) days of the end of each
calendar quarter of the TM Charge Fees to which TGLP is entitled, as netted by
any deductions allowed hereunder, with each payment to be on account of TM
Charge Fees collected by Ticketmaster during the calendar quarter preceding
such payment due date. Each payment shall be accompanied by a written
accounting. In the event that Ticketmaster is required to refund any TM Charge
Fees (as a result of chargeback or otherwise) previously paid out to TGLP,
Ticketmaster shall have the right to deduct such refunded TM Charge Fees
against future disbursements owed to TGLP hereunder.


 


2

















 


Other
than as explicitly provided herein, TGLP shall have no right to any other fees
or revenue from the Software included as of the date of this letter agreement.
As to any System or Non System-Related Software that may be approved hereunder
in the future, it is the parties’ intent that TGLP shall be entitled to share
50/50 in any transaction fees but shall have no right to share in any license
or maintenance fees; provided that Ticketmaster agrees that the fee structure
offered in the Market Area shall be substantially similar to the fee structure
offered in the rest of the United States (“Substantially Similar”).


 


The
parties agree further that Ticketmaster can take actions similar to the
Approved Actions, and the parties will waive the fees and sublicense rights
waived herein, with regard to the Sports Teams, the Venue, future clients or
venues approved hereunder, and as to the Software and future software approved
hereunder, all on terms as mutually agreed, provided that TGLP’s consent shall
not be unreasonably withheld if the terms are Substantially Similar.


 


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 terms and conditions of the License Agreement, the terms and conditions of
this letter agreement 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. This letter
agreement shall not be amended without a writing signed by both parties.


 


If
this letter agreement coincides with your understanding of matters related to
the System and Non System-Related Software, please acknowledge your agreement
by signing below and returning a copy to me, which may be done in counterparts.


 


 


Sincerely,


 


	
  /s/ Dave Scarborough

  	
   

  
	
  Dave Scarborough

  
	
  Executive
  Vice President

  
	
  Ticketmaster
  L.L.C.

  



 


 


	
  cc:

  	
   

  	
  Tim
  Wood

  
	
   

  	
   

  	
  Brad
  Serwin, Esq.

  
	
   

  	
   

  	
  Paula
  Atkinson, Esq.

  



 


3

















 


AGREED
AND ACCEPTED


this
27  day of March, 2002:


 


Ticketmaster
Group Limited Partnership,


a
Maryland limited partnership


 


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


 


	
  By:
  

  	
  /s/
  Patrick Darr

  	
   

  
	
  Name:

  	
   Patrick
  Darr

  	
   

  
	
  Title:

  	
     President

  	
   

  
					



 


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