-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A+PO570K/Ld5MbenBob60eNo+3NDZEGAypkQPPsSxTP0XR2wlOIJk2xM9x56ymxj Wfi4tgcRmaOeIQ3uip5YFg== 0000892569-02-000649.txt : 20020415 0000892569-02-000649.hdr.sgml : 20020415 ACCESSION NUMBER: 0000892569-02-000649 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020315 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TICKETS COM INC CENTRAL INDEX KEY: 0001038083 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 061424841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27893 FILM NUMBER: 02593925 BUSINESS ADDRESS: STREET 1: 555 ANTON BLVD 12TH FL CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7143275400 MAIL ADDRESS: STREET 1: 4675 MACARTHUR CT STREET 2: SUITE 1400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: ADVANTIX INC DATE OF NAME CHANGE: 19990202 8-K 1 a80466e8-k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) MARCH 15, 2002 TICKETS.COM, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-27893 06-1424841 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 555 ANTON BOULEVARD, 11TH FLOOR, COSTA MESA, CALIFORNIA 92626 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 327-5400 NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On March 15, 2002, Tickets.com, Inc. (the "Company") entered into a letter agreement (the "Letter Agreement") by and between the Company and General Atlantic Partners 74, L.P. (the "Purchaser"). Pursuant to the Letter Agreement, the Purchaser in exchange for $1,000,000, purchased a senior promissory note (the "Note") made by the Company in favor of the Purchaser. The Note was in the principal amount of $1,000,000 and accrued interest at a rate of nine percent per year. The Note was due and payable on April 15, 2002. On March 25, 2002, the Company sold an aggregate of 8,474,576 shares of its Series G Senior Cumulative Redeemable Convertible Participating Preferred Stock (the "Series G Preferred Stock") and warrants (the "Warrants") to purchase 1,800,000 shares of its common stock, at an exercise price of $2.36 per share, to the Purchaser and GAP Coinvestment Partners II, L.P., and GapStar, LLC for an aggregate purchase price of $20,000,000. The Company used a portion of the proceeds from the sale of the Series G Preferred Stock and the Warrants to satisfy the Company's debt to the Purchaser pursuant to the Note. The Note was cancelled on March 25, 2002 and the Company has no further debt to the Purchaser under the Note. The above is a summary of the principal terms of the Letter Agreement and the Note and does not purport to explain all of the material terms of the transaction. YOU SHOULD READ THE LETTER AGREEMENT AND THE NOTE, WHICH ARE FILED AS EXHIBITS TO THIS REPORT, FOR A MORE DETAILED UNDERSTANDING OF THE TERMS OF THE LETTER AGREEMENT AND THE NOTE. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 4.1 Senior Promissory Note, dated March 15, 2002, made by the Company in favor of the Purchaser. 10.1 Letter Agreement, dated March 15, 2002, by and between the Company and the Purchaser. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TICKETS.COM, INC. ------------------ (Registrant) Date: March 29, 2002 By /s/ Eric P. Bauer --------------------------------- Name: Eric P. Bauer Title: Chief Financial Officer INDEX TO EXHIBITS
Exhibit No. Description ----------- ----------- 4.1 Senior Promissory Note, dated March 15, 2002, made by the Company in favor of the Purchaser. 10.1 Letter Agreement, dated March 15, 2002, by and among the Company and the Purchaser.
EX-4.1 3 a80466ex4-1.txt EXHIBIT 4.1 EXHIBIT 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. TICKETS.COM, INC. 9% SENIOR PROMISSORY NOTE DUE APRIL 13, 2002 $1,000,000 March 15, 2002 New York, New York FOR VALUE RECEIVED, the undersigned, Tickets.com, Inc., a Delaware corporation (the "Company"), hereby promises to pay, subject to the terms and conditions of this Note, to the order of General Atlantic Partners 74, L.P. (the "Holder"), the principal amount of One Million United States Dollars ($1,000,000), with interest thereon as provided herein. 1. Letter Agreement. This 9% Senior Promissory Note (this "Note") is issued pursuant to the Letter Agreement, dated the date hereof, between the Company and the Holder (as the same may be amended, supplemented or modified from time to time, the "Letter Agreement"). The Holder is entitled to the rights set forth in the Letter Agreement and this Note. 2. Payments. (a) All principal and accrued and unpaid interest on this Note shall be made in lawful money of the United States of America and in immediately available funds to the Holder's account that the Holder shall designate to the Company, on the earlier of (a) an Event of Default (as defined in Section 6 below) or (b) April 15, 2002 (the "Maturity Date"). (b) The Company may not prepay this Note. 3. Interest. The Company promises to pay interest on the outstanding principal amount of this Note at the rate of nine percent (9%) per annum. Subject to Section 2(a), the Company shall pay accrued interest quarterly on March 31, June 30, September 30 and December 31 of each year or, if any such date shall not be a 2 Business Day, on the next succeeding Business Day to occur after such date (each date upon which interest shall be so payable, an "Interest Payment Date"), beginning on March 31, 2002. Interest on this Note shall accrue from the date of issuance until repayment of the principal and payment of all accrued interest in full. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on this Note shall be paid on each Interest Payment Date in U.S. dollars by wire transfer of immediately available funds to an account designated in writing prior to the date thereof by the Holder. Notwithstanding the foregoing, but subject to applicable law, any overdue principal of and overdue interest on this Note shall bear interest, payable on demand in immediately available funds, for each day from the date payment thereof was due to the date of actual payment, at a rate equal to the rate of interest otherwise in effect pursuant to this Section 3 plus 2% per annum, and, upon and during the occurrence of an Event of Default, this Note shall bear interest, from the date of the occurrence of such Event of Default until such Event of Default is cured or waived, payable on demand in immediately available funds, at a rate equal to the rate of interest otherwise in effect pursuant to this Section 3 plus 2% per annum. Subject to applicable law, any interest that shall accrue on overdue interest on this Note as provided in the preceding sentence and shall not have been paid in full on or before the next Interest Payment Date to occur after the Interest Payment Date on which the overdue interest became due and payable shall itself be deemed to be overdue interest on this Note to which the preceding sentence shall apply. Notwithstanding anything herein to the contrary, the interest payable by the Company with respect to this Note shall not exceed the maximum amount permitted by applicable law. 4. Rank. This Note shall be senior to all indebtedness of the Company. 5. Covenants. The Company covenants to the Holder that (a) from the date hereof until all amounts owing hereunder have been paid in full, the Company shall: (i) punctually pay the interest and principal on this Note in the manner specified in this Note, and any other liabilities due under this Note and (ii) execute and deliver, or cause to be executed and delivered, upon the Holder's request and at the Company's expense, such additional documents, instruments and agreements as the Holder may reasonably determine to be necessary or advisable to carry out the provisions of this Note and the transactions and actions contemplated hereunder; (b) promptly give written notice to the Holder of any Event of Default; (c) from the date hereof until all amounts owing hereunder have been paid in full, the Company shall not, and shall cause its subsidiaries not to, create, assume, incur or suffer to exist any Lien on any asset now owned or hereafter acquired by it; and 3 (d) until the aggregate principal amount of this Note is paid in full, together with accrued and unpaid interest thereon, the Company shall not issue, assume, guarantee or suffer to exist any indebtedness without the consent of the Holder other than purchase money security interests, and capital and operating leases. 6. Events of Default. Notwithstanding anything to the contrary provided herein, the occurrence of any one or more of the following shall be an "Event of Default" hereunder and, upon the occurrence of an Event of Default, all principal and interest due hereunder shall be immediately due and payable: (a) if default by the Company shall be made in the payment when due of principal or interest under this Note, and such default shall be continuing; (b) if default by the Company shall be made in the due observance or performance of any other covenant, condition or agreement on the part of the Company to be observed or performed pursuant to the terms hereof, or to the terms of the Letter Agreement, and such default shall continue for five days after the earlier of (i) the date of such default and (ii) the date written notice thereof, specifying such default and, if such default is capable of being remedied, requesting that the same be remedied, shall have been given to the Company by the Holder; (c) if any representation, warranty, certification or statement made by or on behalf of the Company in the Letter Agreement, this Note or in any certificate or other document delivered pursuant thereto, shall have been incorrect in any material respect when made, unless the same is capable of being cured or corrected and is promptly cured or corrected (but in any event not later than three days) and prior to being cured or corrected does not have a material adverse effect on the Condition of the Company; (d) if the Company or its subsidiaries shall: (i) fail to pay any indebtedness the aggregate outstanding principal amount of which is in excess of $250,000, including but not limited to indebtedness for borrowed money (other than the payment obligations relating to payments made pursuant to the terms of this Note) of the Company or its subsidiaries, as the case may be, or any interest or premium thereon, when due and such failure shall continue after any applicable grace period; or (ii) fail to perform or observe, and such failure shall continue after any applicable grace period, any term, covenant or condition on its part to be performed or observed under any agreement or instrument relating to any such indebtedness the aggregate outstanding principal amount of which as to any or all of the Company or its subsidiaries is in excess of $250,000, when required to be performed or observed, if the effect of such failure to perform or observe is to accelerate, or to permit the acceleration of, after the giving of notice or passage of time, or both, the maturity of such indebtedness; or (iii) permit any such indebtedness, the aggregate outstanding principal amount of which is in excess of $250,000, to have been declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; 4 (e) if one or more final judgments with no right of appeal for the payment of money in an aggregate amount in excess of $100,000 (to the extent not covered by insurance) shall be rendered against the Company or any of its subsidiaries and such judgments remain undischarged for thirty (30) days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company or any of its subsidiaries to enforce any such judgment; (f) if the Company or any of its subsidiaries shall file a petition in bankruptcy or for an arrangement or for reorganization, or, if, by decree of a court of competent jurisdiction, the Company shall be adjudicated a bankrupt, or be declared insolvent, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or receivers of all or any part of its property; or (g) if any of the creditors of the Company or any of its subsidiaries shall file an involuntary petition in bankruptcy against the Company or any of its subsidiaries, or for reorganization of the Company or any of its subsidiaries, and if such petition shall not be discharged or dismissed within sixty (60) days after the date on which such petition was filed. 7. Certain Remedies. Any registered Holder of this Note shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Note and to enforce specifically the terms and provisions of this Note in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which such Holder may be entitled at law or in equity. 8. Full Recourse. The Company hereby agrees and covenants that the Holder shall have full recourse against the Company for the payment of the entire principal amount of this Note and all accrued interest thereon. 9. Remedies Cumulative. No remedy herein conferred upon the Holder is intended to be exclusive of any other remedy hereunder or any other document referred to herein, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 10. Remedies Not Waived. No course of dealing between the Company and the Holder or any delay on the part of the Holder in exercising any rights hereunder shall operate as a waiver of any right. 11. Waiver of Protest, Presentment, etc. The Company hereby waives protest, presentment, notice of dishonor and notice of acceleration of maturity and agrees to continue to remain bound for the payment of principal, interest and all other sums due under this Note, notwithstanding any change or changes by way of release, surrender, exchange, modification or substitution of any security for this Note or by way of any extension or extensions of time for the payment of principal and interest. 5 12. Currency; Business Day. All payments of interest and principal under this Note shall be made in lawful money of the United States of America. If any payment shall be required by the terms hereof to be made on a day that is not a Business Day, such payment shall be made on the immediately succeeding Business Day. 13. Transfer; Assignment. The Holder acknowledges that this Note has not been registered under the Securities Act, or the securities laws of any state, and may be transferred only pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act; provided, however, that the Holder may at any time transfer this Note to any of its affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended). Neither this Note nor the rights, duties and obligations of the Company hereunder may be assigned by the Company at any time, by operation of law or otherwise, without the prior written consent of the Holder. 14. Definitions. As used in this Note, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires. "Business Day" means any day except a Saturday, a Sunday, or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close. "Company" shall have the meaning ascribed to it in the first paragraph of this Note. "Condition of the Company" means the assets, business, properties, prospects, operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. "Event of Default" shall have the meaning ascribed to it in Section 6 hereof. "Holder" shall have the meaning ascribed to it in the first paragraph of this Note. "Interest Payment Date" shall have the meaning ascribed to it in Section 3 hereof. "Letter Agreement" shall have the meaning ascribed to it in Section 1 hereof. "Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, obligation, encumbrance, lien (statutory or other) or preference, priority, right or other security interest or preferential arrangement of any kind or nature whatsoever. "Maturity Date" shall have the meaning ascribed to it in Section 2 hereof. 6 "Note" shall have the meaning ascribed to it in Section 1 hereof. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind. 15. Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service, overnight mail 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: Ronald Bension 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 Holder: c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06830 Telecopy: (203) 622-8818 Attention: Matthew Nimetz Thomas J. Murphy 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. Any party may by notice given in accordance with this Section 15 designate another address or Person for receipt of notices hereunder. All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if 7 personally delivered; when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail; and when receipt is mechanically acknowledged, if telecopied. 16. Amendment. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by the Company or the Holder from the terms of any provision of this Note, shall be effective (i) only if it is made or given with respect to all Convertible Notes in writing and signed by the Company and the Holder and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Note, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. 17. Expenses. The Company shall reimburse the Holder for all its reasonable costs and expenses, including, without limitation, all reasonable legal fees, disbursements and other charges of counsel, incurred in connection with any enforcement of this Note and the Holder's rights hereunder. 18. GOVERNING LAW. THIS NOTE 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. THE COMPANY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK AND THE STATE OF NEW YORK. SERVICE OF PROCESS BY THE HOLDER IN CONNECTION WITH ANY DISPUTE SHALL BE BINDING ON THE COMPANY IF SENT TO THE COMPANY BY REGISTERED MAIL AT THE ADDRESS SPECIFIED IN SECTION 15 HERETO. THE COMPANY WAIVES ANY RIGHT THE COMPANY MAY HAVE TO JURY TRIAL. 19. Successors and Assigns. This Note shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. 20. Headings. The headings in this Note are inserted for convenience of reference only and shall not limit or otherwise affect the meaning hereof and do not constitute part of this Note. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly authorized officer as of the day and year first above written. TICKETS.COM, INC. By: s/ Ronald Bension --------------------------- Name: Ronald Bension Title: Chief Executive Officer EX-10.1 4 a80466ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 EXECUTION COPY TICKETS.COM, INC. 555 ANTON BOULEVARD, 12TH FLOOR COSTA MESA, CALIFORNIA 92626 March 15, 2002 General Atlantic Partners 74, L.P. c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 Ladies and Gentlemen: This letter agreement (the "Agreement") sets forth the terms upon which General Atlantic Partners 74, L.P. (the "Purchaser") agrees to loan on the date hereof an aggregate of $1,000,000 (the "Loan") to Tickets.com, Inc., a Delaware corporation (the "Company") in consideration of a 9% Senior Promissory Note, dated the date hereof (the "Note" and, together with this Agreement, the "Transaction Documents") made by the Company in favor of the Purchaser. The Loan shall be subject to the terms and conditions set forth in the Transaction Documents. 1. Purchase and Sale of Note. Subject to the terms and conditions set forth in the Transaction Documents, on the date hereof, the Purchaser agrees to fund the Loan to the Company and the Company agrees to issue to the Purchaser, the Note in the form attached hereto as Exhibit A. 2. Representations and Warranties of the Company. (a) The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Note. (b) The execution, delivery and performance by the Company of this Agreement and the Note and the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary corporate action of the Company, (ii) do not contravene the terms of the Amended and Restated Certificate of Incorporation of the Company or the Amended and Restated Bylaws of the Company, (iii) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien or encumbrance under, any contractual obligation of the Company or its subsidiaries or any law, statute, treaty, rule, regulation, right, privilege, qualification, license or franchise or determination of an arbitrator or a court or other governmental or 2 regulatory authority or stock exchange applicable to the Company or its subsidiaries and (iv) do not violate any judgment, injunction, writ, award, decree or order of any nature of any governmental or regulatory authority against, or binding upon, the Company or its subsidiaries. (c) This Agreement and the Note have been duly executed and delivered by the Company, and constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). (d) The Company and its representatives used no form of general solicitation or general advertising in connection with the offer and sale of the Note. The offer, sale and issuance of the Note will require no registration of the Note pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or "blue sky" laws. 3. Representations and Warranties of the Purchaser. (a) The Purchaser has the requisite limited partnership power and authority to execute, deliver and perform its obligations under this Agreement and the Note. (b) The execution, delivery and performance by such Purchaser of this Agreement and and the transactions contemplated hereby and by the Note have been duly authorized by all necessary limited partnership action of the Purchaser. (c) This Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). 4. Amendment. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Purchaser from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company and the Purchaser and (ii) only in the specific instance and for the specific purpose for which made or given. 5. Assignment. The Purchaser may at any time assign its rights and obligations under this Agreement and the Note to any of its affiliates (as defined in Rule 12b-2 promulgated under Securities Exchange Act of 1934, as amended). Neither this Agreement, the Note nor the rights, duties and obligations of the Company hereunder or 3 thereunder may be assigned by the Company at any time, by operation of law or otherwise, without the prior written consent of the Purchaser. 6. Expenses. The Company shall reimburse the Purchaser for all its reasonable costs and expenses, including, without limitation, all reasonable legal fees, disbursements and other charges of counsel, incurred in connection with any enforcement of this Agreement and the Note and the Purchaser's rights hereunder. 7. GOVERNING LAW. THIS NOTE 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. THE COMPANY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK AND THE STATE OF NEW YORK. SERVICE OF PROCESS BY THE HOLDER IN CONNECTION WITH ANY DISPUTE SHALL BE BINDING ON THE COMPANY IF SENT TO THE COMPANY BY REGISTERED MAIL AT THE ADDRESS SPECIFIED IN SECTION 15 OF THE NOTE. THE COMPANY WAIVES ANY RIGHT THE COMPANY MAY HAVE TO JURY TRIAL. 8. Counterparts. This Agreement may be executed in two counterparts and by the parties hereto in separate counterparts, both 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] 4 Please confirm your acceptance of and agreement to the above terms by dating and signing this letter and returning one executed copy to the undersigned. Very truly yours, TICKETS.COM, INC. By: /s/ Ronald Bension ------------------------------------- Name: Ronald Bension Title: Chief Executive Officer ACCEPTED AND AGREED: 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 -----END PRIVACY-ENHANCED MESSAGE-----