Exhibit
10.2


 




 





 


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of April 30, 2009


 


among


 


TICKETMASTER ENTERTAINMENT, INC.


 


The Guarantors Party Hereto


 


and


 


THE BANK OF NEW YORK MELLON,


 


as Trustee


 




 





 

















 


THIS
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), entered into as of April 30, 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 other than (i) FLMG Holdings Corp., a Delaware
corporation (“FLMG”), and (ii) the entities
set forth on Exhibit A (the “Additional Guarantors”),
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 other than the Additional Guarantors, and the
Trustee entered into the First Supplemental Indenture, dated as of August 20,
2008 (the “First Supplemental Indenture”),
pursuant to which FLMG unconditionally guaranteed all of the Issuer’s
obligations under the Notes and the Indenture on the terms set forth in the
Indenture;


 


WHEREAS,
the Additional Guarantors other than TicketWeb, LLC, a Delaware limited
liability company (“TicketWeb”), became
Domestic Restricted Subsidiaries of the Issuer as a result of the acquisition
by FLMG of 75% of the common stock, par value $0.01 per share, of Front Line
Management Group, Inc. (the “Acquisition”), and
Sections 4.13 and 9.01 of the Indenture require the Additional Guarantors other
than TicketWeb to execute and deliver to the Trustee this Supplemental
Indenture pursuant to which the Additional Guarantors other than TicketWeb shall
unconditionally guarantee all of the Issuer’s obligations under the Notes and
the Indenture on the terms set forth in the Indenture;


 


WHEREAS,
in connection with the Acquisition, the Issuer formed TicketWeb and merged
TicketWeb Inc., a Delaware corporation and current guarantor under the
Indenture, with and into TicketWeb; and


 


WHEREAS,
Sections 9.01, 10.03 and 10.04 of the Indenture require TicketWeb to execute
and deliver to the Trustee this Supplemental Indenture pursuant to which
TicketWeb shall unconditionally guarantee all of the Issuer’s obligations under
the Notes and the Indenture on the terms set forth in the Indenture and shall
succeed to and be substituted for TicketWeb Inc. under the Indenture, and
TicketWeb Inc. shall be released from all of its obligations under the
Indenture;


 


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


 


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


 


1

















 


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 defined herein are used as defined in the Indenture.


 


Section 2.  The Additional Guarantors, by their execution
of this Supplemental Indenture, agree to be Guarantors 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 3.  TicketWeb Inc., upon execution of this
Supplemental Indenture, shall be released from its obligations as a Guarantor
under the Indenture.


 


Section 4.  This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York.


 


Section 5.  This Supplemental Indenture may be signed in
various counterparts which together will constitute one and the same
instrument.


 


Section 6.  This Supplemental Indenture is an amendment
supplemental to the Indenture and the Indenture, the First Supplemental
Indenture and this Supplemental Indenture will henceforth be read together.


 


Section 7.  The recitals contained herein are made by the
Issuer, the Guarantors and Additional Guarantors 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 Second 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,

  
	
   

  	
   

  	
  FEA
  MERCHANDISE INC.,

  
	
   

  	
   

  	
  FRONT
  LINE BCC LLC,

  
	
   

  	
   

  	
  ILAA,
  INC.,

  
	
   

  	
   

  	
  ILA
  MANAGEMENT, INC.,

  
	
   

  	
   

  	
  SPALDING
  ENTERTAINMENT, LLC,

  
	
   

  	
   

  	
  ENTERTAINERS
  ART GALLERY LLC,

  
	
   

  	
   

  	
  as
  Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colin Hodgson

  
	
   

  	
   

  	
  Name:

  	
  Colin
  Hodgson

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Person

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TICKETWEB,
  LLC,

  
	
   

  	
   

  	
  as
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Riley

  
	
   

  	
   

  	
  Name:

  	
  Chris
  Riley

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President, Deputy General Counsel and Secretary

  



 


Signature
Page to Second Supplemental Indenture


 

















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sherma Thomas

  
	
   

  	
   

  	
  Name:

  	
  Sherma Thomas

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  



 


Signature
Page to Second Supplemental Indenture


 

















 


EXHIBIT A


 


FRONT
LINE MANAGEMENT GROUP, INC.

AZOFF PROMOTIONS LLC

FEA MERCHANDISE INC.

FRONT LINE BCC LLC

ILAA, INC.

ILA MANAGEMENT, INC.

SPALDING ENTERTAINMENT, LLC

TICKETWEB, LLC