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 ma