FIRST SUPPLEMENTAL INDENTURE Dated as of August 20, 2008 among TICKETMASTER The Guarantors Party Hereto and THE BANK OF NEW YORK MELLON, as Trustee
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 Issuers 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 Issuers 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 agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Additional Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
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Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.
Section 6. The recitals contained herein are made by the Issuer, the Guarantors and Additional Guarantor and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
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| TICKETMASTER, as Issuer |
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| By: | /s/ Brian Regan |
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| Name: Brian Regan |
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| Title: Executive Vice President |
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| and Chief Financial Officer |
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| IAC PARTNER MARKETING, INC., |
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| MICROFLEX 2001 LLC, |
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| TICKETMASTER ADVANCE TICKETS, |
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| TICKETMASTER CALIFORNIA GIFT |
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| TICKETMASTER CHINA VENTURES, |
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| TICKETMASTER EDCS LLC, |
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| TICKETMASTER FLORIDA GIFT |
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| TICKETMASTER GEORGIA GIFT |
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| TICKETMASTER INDIANA HOLDINGS |
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| TICKETMASTER L.L.C., |
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| TICKETMASTER MULTIMEDIA |
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| TICKETMASTER NEW VENTURES |
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| TICKETMASTER WEST VIRGINIA GIFT |
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| TICKETMASTER-INDIANA, L.L.C., |
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| TICKETWEB INC., |
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| TM VISTA INC., |
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| as Guarantors |
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| By: | /s/ Brian Regan |
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| Name: Brian Regan |
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| Title: Executive Vice President |
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| and Chief Financial Officer |
Signature Page to Supplemental Indenture
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| ECHOMUSIC, LLC, |
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| EVENTINVENTORY.COM, INC., |
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| NETTICKETS.COM, INC., |
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| OPENSEATS, INC., |
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| PACIOLAN, INC., |
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| PREMIUM INVENTORY, INC., |
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| SHOW ME TICKETS, LLC, |
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| THE V.I.P. TOUR COMPANY, |
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| TICKETSNOW.COM, INC., |
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| TNOW ENTERTAINMENT GROUP, INC., |
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| as Guarantors |
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| By: | /s/ Brian Regan |
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| Name: Brian Regan |
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| Title: Vice President |
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| FLMG HOLDINGS CORP., as Guarantor |
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| By: | /s/ Tanya Stanich |
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| Name: Tanya Stanich |
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| Title: Vice President and Assistant Secretary |
Signature Page to Supplemental Indenture
| THE BANK OF NEW YORK MELLON, | |
| as Trustee | |
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| By: | /s/ Sherma Thomas |
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| Name: Sherma Thomas |
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| Title: Assistant Treasurer |
Signature Page to Supplemental Indenture