Exhibit 10.1
AMENDMENT NO. 1, dated as of May 12, 2009 (this "Amendment"), to the Credit
Agreement dated as of July 25, 2008 (the "Credit Agreement") among Ticketmaster
Entertainment, Inc. (f/k/a Ticketmaster), a Delaware corporation (the
"Borrower"), the Guarantors party thereto, the Lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the
"Administrative Agent") and Collateral Agent.
Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.
WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set
forth herein;
WHEREAS, Section 11.01 of the Credit Agreement provides that the relevant Credit
Parties and the Required Lenders may amend the Credit Agreement and the other
Credit Documents;
NOW, THEREFORE, in consideration of the premises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
SECTION 1.
AMENDMENT.
THE CREDIT AGREEMENT IS, EFFECTIVE AS OF
THE AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW), HEREBY AMENDED TO DELETE THE
STRICKEN TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLE:
STRICKEN TEXT) AND TO ADD THE DOUBLE-UNDERLINED TEXT (INDICATED TEXTUALLY IN THE
SAME MANNER AS THE FOLLOWING EXAMPLE: DOUBLE-UNDERLINED TEXT) AS SET FORTH IN
THE PAGES OF THE CREDIT AGREEMENT ATTACHED AS EXHIBIT A HERETO.
SECTION 2.
REPRESENTATIONS AND WARRANTIES, NO DEFAULT.
THE
BORROWER HEREBY REPRESENTS AND WARRANTS THAT (I) AS OF THE DATE HEREOF, NO
DEFAULT OR EVENT OF DEFAULT EXISTS AND IS CONTINUING AND (II) ALL
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF, EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER
DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF SUCH EARLIER DATE (PROVIDED THAT REPRESENTATIONS AND WARRANTIES THAT ARE
QUALIFIED BY MATERIALITY SHALL BE TRUE AND CORRECT IN ALL RESPECTS).
SECTION 3.
EFFECTIVENESS.
SUBJECT TO THE LAST PARAGRAPH OF THIS
SECTION 3, SECTION 1 OF THIS AMENDMENT SHALL BECOME EFFECTIVE ON THE DATE (SUCH
DATE, IF ANY, THE "AMENDMENT EFFECTIVE DATE") THAT THE FOLLOWING CONDITIONS HAVE
BEEN SATISFIED:
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EXECUTED SIGNATURE
PAGES HERETO FROM LENDERS CONSTITUTING THE REQUIRED LENDERS AS OF THE CONSENT
DEADLINE (AS DEFINED BELOW) AND EACH CREDIT PARTY;
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM THE BORROWER A
NON-REFUNDABLE FEE (THE "CONSENT FEE"), FOR THE ACCOUNT OF EACH LENDER THAT HAS
DELIVERED AN EXECUTED SIGNATURE PAGE HERETO ON OR PRIOR TO 12:00 NOON, NEW YORK
TIME, MAY 12, 2009 OR SUCH LATER TIME AS THE ADMINISTRATIVE AGENT MAY NOTIFY THE
LENDERS (THE "CONSENT DEADLINE"), EQUAL TO 0.50% OF THE SUM OF (X) THE PRINCIPAL
AMOUNT OF TERM LOANS OF SUCH
* As indicated in Section 1 of Amendment No. 1 to the Ticketmaster Entertainment
Inc. Credit Agreement, the Credit Agreement is, as of