Exhibit
10.13


 


AMENDMENT TO
LICENSE AGREEMENT


 


THIS AMENDMENT TO LICENSE AGREEMENT (“Amendment”) is
entered into this 31st 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:


 


(b)                                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.


 


(c)                                 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.


 


(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 reasonable efforts to cause such
custom enhancements to be developed by its 


 


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programmers in consideration
of the payment by User to Ticketmaster of the costs set forth in Section 12(e) below.


 


(e)                                 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.


 


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


 


(g)                                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,


 


(h)                                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 


 


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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.


 


(i)                                    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 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 


 


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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 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 (“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 


 


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Ticketmaster, being 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 


 


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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.


 


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.


 


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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

  
	
   

  	
   

  
	
  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.


 


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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:

  	
  /s/
  Terry Barnes

  	
   

  	
  By:

  	
   /s/ Paul d’Eustachio

  
	
  Title:

  	
  President
  and CEO

  	
   

  	
  Name:

  	
       Paul
  d’Eustachio

  
	
   

  	
   

  	
   

  	
  Title:

  	
       President

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


AGREED TO AS OF THE DATE HEREOF FOR


PURPOSES OF SECTION 10.


 


WASHINGTON SPORTS &  ENTERTAINMENT


LIMITED PARTNERSHIP


 


 


	
  By:

  	
   Authorized Signatory

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
						



 


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