Exhibit 10.3
THIRD SUPPLEMENTAL
INDENTURE
Dated as of July 23,
2009
among
TICKETMASTER ENTERTAINMENT,
INC.
The Guarantors Party
Hereto
and
THE BANK OF NEW YORK
MELLON,
as Trustee
THIS THIRD SUPPLEMENTAL INDENTURE
(this “ Supplemental Indenture ”), entered into
as of July 23, 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
named therein 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
named therein and the Trustee entered into the First Supplemental
Indenture, dated as of August 20, 2008 (the “ First
Supplemental Indenture ”), pursuant to which FLMG
Holdings Corp., a Delaware corporation, unconditionally guaranteed
all of the Issuer’s obligations under the Notes and the
Indenture on the terms set forth in the Indenture;
WHEREAS, the Issuer, the guarantors
named therein and the Trustee entered into the Second Supplemental
Indenture, dated as of April 30, 2009 (the “ Second
Supplemental Indenture ”), pursuant to which certain
Domestic Restricted Subsidiaries unconditionally guaranteed all of
the Issuer’s obligations under the Notes and the Indenture on
the terms set forth in the Indenture;
WHEREAS, Front Line Management
Group, Inc., a Guarantor and subsidiary of the Issuer, has
formed Morris Artists Management LLC, a Delaware limited liability
company (the “ New Guarantor ”), and the New
Guarantor became a Domestic Restricted Subsidiary of the
Issuer;
WHEREAS, as a result of the
formation of the New Guarantor and its subsequent acquisition of
certain assets from third parties, Sections 4.13 and 9.01 of the
Indenture require the New Guarantor to execute and deliver to the
Trustee this Supplemental Indenture pursuant to which the New
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 Issuer changed its name
from Ticketmaster to Ticketmaster Entertainment, Inc. on
October 29, 2008;
WHEREAS, the Issuer desires to amend
the Notes pursuant to Section 9.01 of the Indenture to reflect
the change in the Issuer’s name and for the Trustee to place
an appropriate notation on the Notes pursuant to Section 9.05
of the Indenture to reflect the change in the Issuer’s
name;
WHEREAS, the Guarantors, including
the New Guarantor, and the Issuer have requested that the Trustee
execute and deliver this Supplemental Indenture; and
1
WHEREAS, all things necessary have
been done to make this Supp