Exhibit
10.3


 




 





 


 


THIRD SUPPLEMENTAL INDENTURE


 


Dated as of July 23, 2009


 


among


 


TICKETMASTER ENTERTAINMENT, INC.


 


The Guarantors Party Hereto


 


and


 


THE BANK OF NEW YORK MELLON,


 


as Trustee


 




 





 

















 


THIS
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), entered into as of July 23, 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 named therein 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 named therein and the Trustee entered into the First
Supplemental Indenture, dated as of August 20, 2008 (the “First Supplemental Indenture”), pursuant to which FLMG Holdings
Corp., a Delaware corporation, unconditionally guaranteed all of the Issuer’s
obligations under the Notes and the Indenture on the terms set forth in the
Indenture;


 


WHEREAS,
the Issuer, the guarantors named therein and the Trustee entered into the
Second Supplemental Indenture, dated as of April 30, 2009 (the “Second Supplemental Indenture”), pursuant to which certain
Domestic Restricted Subsidiaries unconditionally guaranteed all of the Issuer’s
obligations under the Notes and the Indenture on the terms set forth in the
Indenture;


 


WHEREAS,
Front Line Management Group, Inc., a Guarantor and subsidiary of the
Issuer, has formed Morris Artists Management LLC, a Delaware limited liability
company (the “New Guarantor”), and the New
Guarantor became a Domestic Restricted Subsidiary of the Issuer;


 


WHEREAS,
as a result of the formation of the New Guarantor and its subsequent
acquisition of certain assets from third parties, Sections 4.13 and 9.01 of the
Indenture require the New Guarantor to execute and deliver to the Trustee this
Supplemental Indenture pursuant to which the New Guarantor shall
unconditionally guarantee all of the Issuer’s obligations under the Notes and
the Indenture on the terms set forth in the Indenture;


 


WHEREAS,
the Issuer changed its name from Ticketmaster to Ticketmaster Entertainment, Inc.
on October 29, 2008;


 


WHEREAS,
the Issuer desires to amend the Notes pursuant to Section 9.01 of the
Indenture to reflect the change in the Issuer’s name and for the Trustee to
place an appropriate notation on the Notes pursuant to Section 9.05 of the
Indenture to reflect the change in the Issuer’s name;


 


WHEREAS,
the Guarantors, including the New Guarantor, and the Issuer have requested that
the Trustee execute and deliver this Supplemental Indenture; and


 


1

















 


WHEREAS,
all things necessary have been done to make this Supplemental Indenture, when
executed and delivered by the Guarantors, including the New Guarantor, and the
Issuer, the legal, valid and binding agreement of the Guarantors, including the
New Guarantor, and the Issuer, in accordance with its terms.


 


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 amended or defined herein are used as defined in the Indenture.


 


Section 2.  The Indenture shall be amended such that the
defined term “Issuer” is amended to mean Ticketmaster Entertainment, Inc.


 


Section 3.  The Trustee shall place an appropriate
notation on the Notes to reflect the change in the name of the Issuer from
Ticketmaster to Ticketmaster Entertainment, Inc.


 


Section 4.  The New Guarantor, by its execution of this
Supplemental Indenture, agrees to be a Guarantor 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 5.  This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York.


 


Section 6.  This Supplemental Indenture may be signed in
various counterparts which together will constitute one and the same
instrument.


 


Section 7.  This Supplemental Indenture is an amendment
supplemental to the Indenture and the Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture and this Supplemental Indenture
will henceforth be read together.


 


Section 8.  The recitals contained herein are made by the
Issuer and the Guarantors, including the New Guarantor, 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 Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Regan

  
	
   

  	
   

  	
  Name:

  	
  Brian
  Regan

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLMG 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 Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Regan

  
	
   

  	
   

  	
  Name:

  	
  Brian
  Regan

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  



 


Signature
Page to Third 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
  Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Regan

  
	
   

  	
   

  	
  Name:

  	
  Brian
  Regan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FRONT
  LINE MANAGEMENT GROUP, INC.,

  
	
   

  	
   

  	
  AZOFF
  PROMOTIONS LLC,

  
	
   

  	
   

  	
  FRONT
  LINE BCC LLC,

  
	
   

  	
   

  	
  ILAA,
  INC.,

  
	
   

  	
   

  	
  ILA
  MANAGEMENT, INC.,

  
	
   

  	
   

  	
  ENTERTAINERS
  ART GALLERY LLC,

  
	
   

  	
   

  	
  MORRIS
  ARTISTS MANAGEMENT LLC,

  
	
   

  	
   

  	
  as
  Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colin Hodgson

  
	
   

  	
   

  	
  Name:

  	
  Colin
  Hodgson

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FEA
  MERCHANDISE INC.,

  
	
   

  	
   

  	
  SPALDING
  ENTERTAINMENT, LLC,

  
	
   

  	
   

  	
  as
  Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colin Hodgson

  
	
   

  	
   

  	
  Name:

  	
  Colin
  Hodgson

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  



 


Signature
Page to Third Supplemental Indenture


 

















 


	
   

  	
   

  	
  TICKETWEB,
  LLC,

  
	
   

  	
   

  	
  as
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Riley

  
	
   

  	
   

  	
  Name:

  	
  Chris
  Riley

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President, Deputy General Counsel and Secretary

  



 


Signature
Page to Third Supplemental Indenture


 

















 


 


	
   

  	
   

  	
   THE BANK OF NEW YORK MELLON,

  
	
   

  	
   

  	
   as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sherma Thomas

  
	
   

  	
   

  	
  Name:

  	
  Sherma Thomas

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  



 


Signature
Page to Third Supplemental Indenture