Amendment No. 1 to Registration Rights Agreement among Tickets.com, Inc. and Investors (August 1, 2001)

Summary

This amendment updates the Registration Rights Agreement originally made between Tickets.com, Inc. and several investors. It adds Sports Capital Partners entities as parties, granting them registration rights for newly issued preferred stock. The amendment also revises definitions and notice provisions to include these new parties and clarifies who qualifies as a major stockholder or affiliate. All other terms of the original agreement remain in effect. The amendment ensures that the new investors receive the same rights as existing parties regarding the registration of their shares.

EX-4.1 3 a74654ex4-1.txt EXHIBIT 4.1 1 EXHIBIT 4.1 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of August 1, 2001 (this "Amendment"), by and among Tickets.com, Inc., a Delaware corporation (the "Company"), General Atlantic Partners 74, L.P., a Delaware limited partnership ("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAP Coinvestment"), GapStar, LLC, a Delaware limited liability company ("GapStar"), Ardara US Direct Investment Inc., a British Virgin Islands corporation ("Ardara"), International Capital Partners, Inc., Profit Sharing Trust, a Connecticut trust ("ICP"), Sports Capital Partners, L.P., a Delaware limited partnership ("SC Delaware"), Sports Capital Partners (Cayman Islands), L.P., a Cayman Islands limited partnership ("SC Cayman"), Sports Capital Partners CEV, LLC, a Delaware limited liability company ("SC LLC" and together with SC Delaware and SC Cayman, "Sports Capital"), and the other persons set forth on Schedule I attached hereto (the "Other Investors"). WHEREAS, the Company, GAP LP, GAP Coinvestment, GapStar, Ardara, ICP and the Other Investors entered into a Registration Rights Agreement, dated as of June 21, 2001 (the "Registration Rights Agreement"); WHEREAS, pursuant to the Stock Purchase Agreement, dated as of May 1, 2001, as amended (the "Stock Purchase Agreement"), by and among the Company, GAP LP, GAP Coinvestment, GapStar, Ardara, ICP and the other persons named therein, the Company proposes at a second closing thereunder to issue and sell to GAP LP, GAP Coinvestment, GapStar, Ardara, ICP, SC Delaware, SC Cayman, SC LLC and the Other Investors an aggregate of 17,500,000 shares of Series F Senior Cumulative Redeemable Preferred Stock, par value $0.000225 per share, of the Company (the "Preferred Stock"); WHEREAS, in order to induce each of SC Delaware, SC Cayman and SC LLC to purchase its shares of Preferred Stock, the parties hereto desire to amend the Registration Rights Agreement to grant registration rights to SC Delaware, SC Cayman and SC LLC with respect to such shares of Preferred Stock. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree to amend the Registration Rights Agreement as follows: 1. Defined Terms. Except as defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Registration Rights Agreement. 2 2. Additional Parties. Each of SC Delaware, SC Cayman and SC LLC is hereby made a party to the Registration Rights Agreement as a Major Stockholder in accordance with this Amendment. 3. Additional Definitions. The following definitions are hereby added to Section 1 of the Registration Rights Agreement in the appropriate alphabetical order: "SC Cayman" means Sports Capital Partners (Cayman Islands), L.P., a Cayman Islands limited partnership. "SC Delaware" means Sports Capital Partners, L.P., a Delaware limited partnership. "SC LLC" means Sports Capital Partners CEV, LLC, a Delaware limited liability company. "Sports Capital" means SC Cayman, SC Delaware and SC LLC. 4. Amendment to Definition of Affiliate. The definition of "Affiliate" in Section 1 of the Registration Rights Agreement is hereby amended to read in its entirety as follows: "Affiliate" means any Person who is an "affiliate" as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. In addition, the following shall be deemed to be Affiliates of GAP Coinvestment, GAP LP and GapStar: (a) GAP LLC, the members of GAP LLC, the limited partners of GAP Coinvestment and the limited partners of GAP LP; (b) any Affiliate of GAP LLC, the members of GAP LLC, the limited partners of GAP Coinvestment or the limited partners of GAP LP; and (c) any limited liability company or partnership a majority of whose members or partners, as the case may be, are members or former members of GAP LLC or consultants or key employees of General Atlantic Service Corporation, a Delaware corporation and an Affiliate of GAP LLC. In addition, GAP LP, GAP Coinvestment and GapStar shall be deemed to be Affiliates of one another. Additionally, the following shall be deemed to be Affiliates of SC LLC, SC Delaware and SC Cayman: (a) the direct and indirect beneficial owners (whether limited or general partners, shareholders, stockholders or otherwise) of SC LLC, the direct and indirect beneficial owners (whether limited or general partners, shareholders, stockholders or otherwise) of SC Delaware and the direct and indirect beneficial owners (whether limited or general partners, shareholders, stockholders or otherwise) of SC Cayman; (b) any Affiliate of the members of SC LLC, the limited partners of SC Delaware or the limited partners of SC Cayman; and (c) any limited liability company or partnership a majority of whose members or partners, as the case may be, are members or key employees of Sports Capital Partners, LLC, a Delaware limited liability company, SC LLC, SC Delaware and SC Cayman. In addition, SC LLC, SC Delaware and SC Cayman shall be deemed to be Affiliates of one another. 2 3 5. Amendment to Definition of Major Stockholders. The definition of "Major Stockholders" in Section 1 of the Registration Rights Agreement is hereby amended to read in its entirety as follows: "Major Stockholders" means Ardara, ICP, the Other Investors, SC Delaware, SC Cayman, SC LLC and any transferee thereof to whom Registrable Securities are transferred in accordance with Section 10(f) of this Agreement. 6. Amendment to Section 10(e) of the Stock Purchase Agreement. Section 10(e) of the Registration Rights Agreement is hereby deleted and replaced in its entirety with the following: (e) Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be made by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: (i) if to the Company: Tickets.com, Inc. 555 Anton Boulevard, 12th Floor Costa Mesa, CA 92626 Telecopy: (714) 327-5410 Attention: W. Thomas Gimple with a copy to: Brobeck Phleger & Harrison LLP 550 South Hope Street Los Angeles, CA 90071-2604 Telecopy: (213) 745-3345 Attention: Richard S. Chernicoff, Esq. (ii) if to the GAP Purchasers: c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06830 Telecopy: (203) 622-8818 Attention: Steven A. Denning with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Telecopy: (212) 757-3990 Attention: Douglas A. Cifu, Esq. 3 4 (iii) if to ICP: International Capital Partners, Inc., Profit Sharing Trust 300 First Stamford Place Stamford, CT 06902 Telecopy: (203) 969-2212 Attention: Nicholas E. Sinacori with a copy to: Cummings & Lockwood Four Stamford Plaza Stamford, CT 06904 Telecopy: 203 ###-###-#### Attention: Stephen Marcovich, Esq. (iv) if to Sports Capital: c/o Sports Capital Partners 527 Madison Avenue, 10th Floor New York, New York, 10022 Telecopy: 212 ###-###-#### Attention: Charles T. Lelon with a copy to: Kirkland & Ellis 153 East 53rd Street New York, New York 10022 Telecopy: (212) 446-4900 Attention: Lisa Anastos, Esq. (v) if to Ardara: Lombard, Odier & Co. 11, Rue de la Corraterie 1204 Geneva Switzerland Telecopy: 011 ###-###-#### Attention: Marie France Bastaroli with a copy to: c/o International Capital Partners, Inc. 300 First Stamford Place Stamford, CT 06902 Telecopy: (203) 969-2212 Attention: Nicholas E. Sinacori 4 5 (vi) if to the Other Investors: c/o Zesiger Capital Group LLC 320 Park Avenue, 30th floor New York, NY 10022 Telecopy: 212 ###-###-#### Attention: Albert L. Zesiger with a copy to: Proskauer Rose LLP 1585 Broadway New York, NY 10036-8299 Telecopy: 212 ###-###-#### Attention: Gail Sanger, Esq. 7. Continuing Effect of Registration Rights Agreement. This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Registration Rights Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Company that would require a waiver or consent of the GAP Purchasers and ICP. Except as expressly amended or modified herein, the provisions of the Registration Rights Agreement are and shall remain in full force and effect. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 9. Valid and Binding. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 10. Counterparts. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 5 6 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amendment on the date first written above. TICKETS.COM, INC. By: /s/ Eric Bauer ---------------------------------- Name: Eric Bauer Title: Chief Financial Officer GENERAL ATLANTIC PARTNERS 74, L.P. By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner By: /s/ Matthew Nimetz ---------------------------------- Name: Matthew Nimetz Title: A Managing Member GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz ---------------------------------- Name: Matthew Nimetz Title: A General Partner GAPSTAR, LLC By: GENERAL ATLANTIC PARTNERS, LLC, its Managing Member By: /s/ Matthew Nimetz ---------------------------------- Name: Matthew Nimetz Title: A Managing Member 6 7 INTERNATIONAL CAPITAL PARTNERS, INC., PROFIT SHARING TRUST By: /s/ N. E. Sinacori ---------------------------------- Name: N.E. Sinacori Title: Trustee ARDARA US DIRECT INVESTMENT INC. DUCAT LIMITED By: ---------------------------------- Name: Title: ZCG PURCHASERS By: Zesiger Capital Group, LLC, as agent and attorney in fact By: /s/ Albert Zesiger ---------------------------------- Name: Albert Zesiger Title: Managing Director SPORTS CAPITAL PARTNERS, L.P. By: Sports Capital Partners, LLC, its Managing Partner By: /s/ David Moross ---------------------------------- Name: David Moross Title: President 7 8 SPORTS CAPITAL PARTNERS (CAYMAN ISLANDS), L.P. By: Sports Capital Partners, LLC, its Managing Partner By: /s/ David Moross ---------------------------------- Name: David Moross Title: President SPORTS CAPITAL PARTNERS CEV, LLC By: Sports Capital Partners, LLC, its Managing Partner By: /s/ David Moross ---------------------------------- Name: David Moross Title: President 8 9 SCHEDULE 1