Exhibit 4.1
FIRST SUPPLEMENTAL
INDENTURE
Dated as of August 20,
2008
among
TICKETMASTER
The Guarantors Party
Hereto
and
THE BANK OF NEW YORK
MELLON,
as Trustee
THIS SUPPLEMENTAL INDENTURE (this
“ Supplemental Indenture ”), entered into as of
August 20, 2008, among TICKETMASTER , a Delaware
corporation (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 FLMG Holdings Corp., a Delaware corporation (the “
Additional Guarantor ”), 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 Notes were issued as
part of financing relating to the pro rata distribution (the
“ Spin-Off ”) of 100% of the capital stock of
the Issuer to the stockholders of IAC/InterActiveCorp, a Delaware
corporation;
WHEREAS, the Additional Guarantor
became a Domestic Restricted Subsidiary of the Issuer as a result
of the Spin-Off, and Sections 4.13 and 9.01 of the Indenture
require the Additional Guarantor to execute and deliver to the
Trustee this Supplemental Indenture pursuant to which the
Additional 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 Guarantors, Additional
Guarantor 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 Guarantor and the
Issuer, the legal, valid and binding agreement of the Guarantors,
the Additional 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
ag
