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SECOND SUPPLEMENTAL INDENTURE

Addendum or Modifications

SECOND SUPPLEMENTAL INDENTURE | Document Parties: TICKETMASTER ENTERTAINMENT, INC | THE BANK OF NEW YORK MELLON You are currently viewing:
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TICKETMASTER ENTERTAINMENT, INC | THE BANK OF NEW YORK MELLON

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Title: SECOND SUPPLEMENTAL INDENTURE
Governing Law: New York     Date: 8/13/2009
Industry: Computer Services     Sector: Technology

SECOND SUPPLEMENTAL INDENTURE, Parties: ticketmaster entertainment  inc , the bank of new york mellon
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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


 
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