Exhibit 10.2


 


EXECUTION VERSION


 


AMENDMENT NO. 1 TO 


 


SUBORDINATION AND INTERCREDITOR AGREEMENT


 


AMENDMENT NO. 1, dated
as of April 22, 2012 (this “Amendment”), to the Subordination and Intercreditor Agreement, dated as of December
15, 2010 (the “Subordination Agreement”), among (i) JPMORGAN CHASE BANK, N.A. as Administrative Agent (in such
capacity, with its successors and assigns, the “Senior Agent”) for the Senior Creditors referred to therein,
(ii) HOLLYWOOD MEDIA CORP., as the subordinated lender (the “Subordinated Lender”)
under the Existing Subordinated Agreement referred to therein, and (iii) KEY BRAND ENTERTAINMENT INC., a Delaware corporation (the
“Borrower”).


 


WHEREAS, the Borrower,
the Senior Agent and certain financial institutions and other entities are parties to a Credit, Security, Pledge and Guaranty Agreement
dated as of January 23, 2008 (as amended and as in effect on the date hereof, the “Existing Senior Credit Agreement”),
pursuant to which such financial institutions and other entities have agreed to make revolving loans and extend other financial
accommodations to the Borrower;


 


WHEREAS, the Borrower,
the Subordinated Lender and other entities are parties to a Second Lien Credit, Security and Pledge Agreement dated as of December
15, 2010 (the “Existing Subordinated Agreement”), pursuant to which the Subordinated Lender has agreed to make
a secured term loan to the Borrower; and


 


WHEREAS, the Borrower
has requested that the Senior Agent and the Subordinated Lender agree to certain amendments to the Subordination Agreement in order
to permit certain payments to be made by the Borrower to the Subordinated Lender of amounts that will be outstanding under the
Existing Subordinated Agreement, which amendments are being entered into in connection with TDI’s contribution of certain
assets to Group Sales Box Office, LLC (“JV Newco”), a Delaware limited liability company, in exchange for a
seventy-five percent (75%) membership interest in JV Newco.


 


NOW THEREFORE, in consideration
of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency
of which is expressly recognized by all of the parties hereto, the parties agree as follows:


 


SECTION
1.        Definitions.


 


1.1           All
capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Subordination Agreement.


 


1.2           All
references in this Amendment to agreements or other contractual obligations shall, unless otherwise specified, be deemed to refer
to such agreements or contractual obligations as amended, supplemented, restated or otherwise modified from time to time.


 


SECTION
2.        Override. Each Senior Creditor and Subordinated
Creditor, as applicable, hereby agrees that to the extent there is any inconsistency between the terms of any Senior Document or
Subordinated Document, as applicable, and the Subordination Agreement, as amended hereunder, the Subordination Agreement, as amended
hereunder, shall prevail.


 



    	 



    	 



    

 


SECTION
3.        Amendments.


 


3.1           Section
1 of the Subordination Agreement is hereby amended by adding the following definitions in their proper alphabetical order:


 


“‘First
Amendment’ shall mean that certain Amendment No. 1 to Subordination and Intercreditor Agreement dated as of the First
Amendment Effective Date.”


 


“‘First
Amendment Effective Date’ shall mean April 22, 2012.”


 


3.2           The
definition of “Permitted Subordinated Payments” in Article 1 of the Credit Agreement is hereby amended by (a)
deleting the word “and” between sub-clause (i) and sub-clause (ii) thereof; (b) deleting the period at the conclusion
of sub-clause (ii) thereof; and (c) adding the following new sub-clause (iii) at the conclusion thereof:


 


“;
and (iii) the Second Earnout Amount (as defined on the First Amendment Effective Date in the Existing Subordinated Agreement) for
the Earnout Year (as defined on the First Amendment Effective Date in the Existing Subordinated Agreement) ending June 30, 2012
in equal quarterly installments over the term of the Loan (as defined in the Existing Subordinated Agreement).”


 


SECTION
4.        Full Force and Effect. Except as expressly amended
hereby, the Subordination Agreement shall continue unmodified and in full force and effect in accordance with the provisions thereof
on the date hereof. As used in the Subordination Agreement, the terms “Agreement,” “this Agreement,” “this
Subordination Agreement,” “herein,” “hereafter,” “hereto,” “hereof” and words
of similar import shall mean, unless the context otherwise requires, the Subordination Agreement as modified by this Amendment.


 


SECTION
5.        CHOICE OF LAW. THIS AMENDMENT SHALL IN ALL RESPECTS
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WHICH ARE APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED WHOLLY WITHIN SUCH STATE.


 


SECTION
6.        Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but
one instrument.


 


SECTION
7.        Headings. The headings of this Amendment are for
the purposes of reference only and shall not affect the construction of this Amendment.


 


[Signature pages follow]


 



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


 


	 	JPMORGAN CHASE BANK, N.A., as Senior
 Agent for and on behalf of the Senior Creditors
	 	 	 
	 	By:	/s/ Alexandra Bratman
	 	 	Name: Alexandra Bratman
	 	 	Title:   Vice President


 


[Signature pages to Amendment No. 1 to
Subordination and Intercreditor Agreement]


 



    	 



    	 



    

 


	 	HOLLYWOOD MEDIA CORP., as Subordinated
 Lender for and on behalf of the Subordinated
 Creditors
	 	 	 
	 	By:	/s/ Mitchell Rubenstein
	 	 	Name: Mitchell Rubenstein
	 	 	Title:   CEO


 


[Signature pages to Amendment No. 1 to
Subordination and Intercreditor Agreement]


 



    	 



    	 



    

 


	 	KEY BRAND ENTERTAINMENT INC.,
	 	as Borrower
	 	 	 
	 	By:	/s/ John Gore
	 	 	Name:  John Gore
	 	 	Title:   President, Treasurer and CEO


 


[Signature pages to Amendment No. 1 to
Subordination and Intercreditor Agreement]