Exhibit 10.5


 


REGISTRATION
RIGHTS AGREEMENT (TICKETMASTER)


 


REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of August 20, 2008, is entered into by and among LIBERTY MEDIA
CORPORATION, a Delaware corporation (“Liberty”),
the LIBERTY PARTIES (as defined below) and TICKETMASTER, a Delaware corporation
(the “Issuer”).


 


RECITALS:


 


WHEREAS, Liberty,
IAC (as defined below) and the other parties named therein have entered into
the Settlement Agreement (as defined below), pursuant to which, among other things,
IAC  has agreed to cause the Issuer to
enter into this Agreement in connection with the Single-Tier Spinoff (as
defined in the Settlement Agreement) of the Issuer; and


 


WHEREAS, IAC,  Liberty USA Holdings, LLC, a Delaware limited
liability company, and Liberty have entered into that certain Affiliate and
Assignment Agreement, dated as of August 20, 2008, pursuant to which
Liberty Sub assumed all of the rights, benefits, liabilities and obligations of
each Liberty Party (as defined in the Settlement Agreement) signatory to the
Spinco Agreement under the Settlement Agreement other than Liberty.


 


NOW, THEREFORE in
consideration of the mutual promises and covenants set forth herein, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


ARTICLE
I


 


DEFINITIONS


 


Section 1.01.          Certain
Defined Terms.  As used in the Agreement, the following terms
shall have the meanings set forth below:


 


“1933 Act” means the
Securities Act of 1933, as amended, or any similar successor federal statute
and the rules and regulations promulgated thereunder, as the same shall be
in effect from time to time.


 


“1934 Act” means the
Securities Exchange Act of 1934, as amended, or any similar successor federal
statute and the rules and regulations promulgated thereunder, as the same
shall be in effect from time to time.


 


“Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling,
controlled by or under common control with such first Person.  For purposes of this definition, the term “control”
(including its correlative meanings, the terms “controlling”, “controlled by”
and “under common control with”), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the 


 

















 


management and policies of such Person, whether through the ownership
of voting securities, by contract or otherwise. 
For purposes of this definition, (i) natural persons shall not be
deemed to be Affiliates of each other, (ii) none of IAC, Barry Diller or
any of their respective Affiliates shall be deemed to be an Affiliate of
Liberty, any Liberty Party or any of their respective Affiliates and (iii) none
of the Spincos shall be deemed to be an Affiliate of Liberty, any Liberty Party
or any of their respective Affiliates.


 


“ASRS” means an “automatic
shelf registration statement” as defined in Rule 405 promulgated under the
1933 Act.


 


“ASRS Eligible” means the
Issuer meets or is deemed to meet the eligibility requirements to file an ASRS
as set forth in General Instruction I.D. to Form S-3.


 


“beneficially own” has the
meaning set forth in Rule 13d-3 under the 1934 Act, as such Rule is
in effect on the date hereof.


 


“Blackout Notice” has the
meaning set forth in Section 2.05(a).


 


“Blackout Period” has the
meaning set forth in Section 2.05(a).


 


“Board of Directors” means
the Board of Directors of the Issuer or an authorized committee thereof.


 


“Business Day” means any
day other than a Saturday, a Sunday or a day on which banks in New York City
are authorized or obligated by law or executive order to close.


 


“Common Stock” means
Common Stock, par value $.01 per shares, of the Issuer.


 


“Consolidated Action”
means the actions consolidated under the caption IN RE IAC/INTERACTIVECORP.,
C.A. No. 3468-VCL, in the Court of Chancery, New Castle County, State of
Delaware.


 


“Demand Registration Statement”
has the meaning set forth in Section 2.01.


 


“Demand Request” has the
meaning set forth in Section 2.01.


 


“Disadvantageous Condition”
has the meaning set forth in Section 2.05(a).


 


“Effective Time” has the
meaning set forth in Section 2.01.


 


“Effectiveness End Date”
has the meaning set forth in Section 2.01.


 


“Effectiveness Period” has
the meaning set forth in Section 2.01.


 


“Free Writing Prospectus”
means each “free writing prospectus” within the meaning of Rule 405
promulgated under the 1933 Act.


 


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“Hedging Counterparty”
means a broker-dealer registered under Section 15(b) of the 1934 Act
or an Affiliate thereof or any other financial institution that routinely
engages in Hedging Transactions in the ordinary course of its business.


 


“Hedging Transaction”
means any transaction involving a security linked to the Registrable Shares or
any security that would be deemed to be a “derivative security” (as defined in Rule 16a-1(c) under
the 1934 Act) with respect to the Registrable Shares or any transaction (even
if not a security) which would (were it a security) be considered such a
derivative security, or which transfers some or all of the economic risk of
ownership of the Registrable Shares, including any forward contract, equity
swap, put or call, put or call equivalent position, collar, non-recourse loan,
sale of exchangeable security or similar transaction.  For the avoidance of doubt, the following
transactions shall be deemed to be Hedging Transactions:


 


(a)      transactions
by a Holder in which a Hedging Counterparty engages in short sales of Common
Stock pursuant to a prospectus and may use Registrable Shares to close out its
short position;


 


(b)      transactions
pursuant to which a Holder sells short Common Stock pursuant to a prospectus
and delivers Registrable Shares to close out its short position;


 


(c)      transactions
by a Holder in which the Holder delivers, in a transaction exempt from
registration under the 1933 Act, Registrable Shares to a Hedging Counterparty
who may then publicly resell or otherwise transfer such Registrable Shares
pursuant to a prospectus or an exemption from registration under the 1933 Act;
and


 


(d)      a
loan or pledge of Registrable Shares to a Hedging Counterparty who may then
become a Permitted Transferee and sell the loaned shares or, in an event of
default in the case of a pledge, then sell the pledged shares, in each case, in
a public transaction pursuant to a prospectus.


 


“Holder” means Liberty,
each of the Liberty Parties and each Permitted Transferee, for so long as such
Person beneficially owns Registrable Shares.


 


“IAC” means
IAC/InterActiveCorp, a Delaware corporation.


 


“Indemnified Party” has
the meaning set forth in Section 4.03.


 


“Indemnifying Party” has
the meaning set forth in Section 4.03.


 


“Inspectors” has the
meaning set forth in Section 3.01(j).


 


“Lead Holder” means, until
such time as the Liberty Parties effect a Permitted Restricted Transfer,
Liberty, and, thereafter, shall mean the Restricted Transferee in such
Permitted Restricted Transfer.


 


“Liability” has the
meaning set forth in Section 4.01.


 


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“Liberty Parties” means
Liberty USA Holdings, LLC, a Delaware limited liability company (and any
successor or assign or acquirer of a Liberty Party (whether by merger,
consolidation, sale of assets or otherwise) provided
that such Liberty Party shall have caused such successor, assign or acquirer to
enter into an agreement, in writing in form and substance reasonably
satisfactory to the Issuer, to be bound by the terms and provisions of this
Agreement as a condition of any such transaction.


 


“Litigation” has the
meaning set forth in Section 6.12.


 


“Lock-up Agreements” has
the meaning set forth in Article IV.


 


“Market Value” of a share
of Common Stock on any Trading Day means the last reported sale price, regular
way, of a share of such stock on such Trading Day or, in case there is no last
reported sale price on such Trading Day, the average of the reported closing
bid and asked prices regular way of a share of such stock on such Trading Day,
in either case on the principal stock exchange on which shares of such stock
are traded.  The Market Value of a share
of Common Stock on any day which is not a Trading Day shall be deemed to be the
Market Value of a share of Common Stock on the immediately preceding Trading
Day.


 


“Maximum Number of Shares”
means, with respect to any underwritten offering, the maximum number of shares
of Common Stock (including Registrable Shares) that the co-managing
underwriters advise the Issuer can be included in such offering without having
an adverse effect on such offering, including the price at which the shares can
be sold.


 


“Offering Confidential Information” has
the meaning set forth in Section 2.10(e)(i).


 


“Original Amount” means
the number of shares of Common Stock constituting Registrable Shares on the
date hereof (as such number shall be appropriately adjusted to give effect to
any of the events described in Section 6.01).


 


“Other Shares” means
shares of Common Stock, other than Spinoff Shares, acquired by the Liberty
Parties consistent with the Spinco Agreement, including such shares as may be
transferred to a Holder which transfer is, at the time of such transfer,
permitted by the Spinco Agreement.


 


“Other Shareholders”
means holders of Common Stock that have obtained registration rights from the
Issuer (other than the Holders).


 


“Permitted Restricted Transfer”
has the meaning given such term in the Spinco Agreement.


 


“Permitted Transferee” has
the meaning set forth in Section 2.09.


 


“Person” means any
individual, partnership, joint venture, corporation, limited liability company,
trust, unincorporated organization, government or department or agency of a
government.


 


“Piggyback Notice” has the
meaning set forth in Section 2.10.


 


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“Piggyback Registration”
has the meaning set forth in Section 2.10.


 


“prospectus” means the
prospectus related to any Registration Statement (including a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective Registration Statement in reliance on Rule 415), as amended or
supplemented by any amendment (including post-effective amendments), pricing
term sheet, Free Writing Prospectus or prospectus supplement, and all documents
and materials incorporated by reference in such prospectus.


 


“Records” has the meaning
set forth in Section 3.01(j).


 


“Registrable Shares”
means, at any time, the Spinoff Shares and the Other Shares that are
beneficially owned by any of the Holders; provided
that any particular shares will cease to be Registrable Shares: (i) if and
when such shares shall have been disposed of pursuant to an effective
Registration Statement; (ii) if and when such shares shall have been sold
pursuant to Rule 144 under the 1933 Act; (iii) if and when such
shares shall have been otherwise transferred and new certificates for them not
bearing a legend or instructions restricting further transfer shall have been
delivered; and (iv) if and when such shares shall have ceased to be
outstanding (for the avoidance of doubt, any shares held in the treasury of the
Issuer or by a subsidiary of the Issuer shall not be considered
outstanding).  Spinoff Shares and Other
Shares which are Registrable Shares shall also cease to be Registrable Shares
if and when such shares may be disposed of by the holder thereof without
volume, holding period or manner of sale restrictions.


 


“Registration Expenses”
means the following expenses incurred in connection with any registration of
Registrable Shares or, in the case of a Hedging Counterparty, if applicable,
other shares of Common Stock, pursuant to this Agreement: (i) the fees,
disbursements and expenses of the Issuer’s counsel and accountants; (ii) all
filing fees in connection with the filing of any Registration Statement, any
prospectus, any other offering documents and any amendments and supplements
thereto; (iii) all expenses in connection with the qualification of the
Registrable Shares or other shares of Common Stock to be disposed of for
offering and sale or distribution under state securities laws (other than those
contemplated in clause (C) to the proviso below); (iv) the filing
fees incident to securing any required review by the Financial Industry
Regulatory Authority of the terms of the sale or distribution of the
Registrable Shares or other shares of Common Stock to be disposed of; (v) all
security engraving and security printing expenses; and (vi) all expenses
in connection with the listing of the Registrable Shares on the principal stock
exchange on which other shares of Common Stock are listed; provided, however, that the term “Registration
Expenses” shall not include (A) the fees, disbursements and expenses of
Special Counsel or any other counsel for the Holders; (B) all expenses
incurred in connection with the printing, mailing and delivering of copies of
any Registration Statement, any prospectus, any other offering documents and
any amendments and supplements thereto to any underwriters and dealers; (C) the
cost of preparing, printing or producing any agreements among underwriters,
underwriting agreements, and blue sky or legal investment memoranda, any
selling agreements and any other similar documents in connection with the
offering, sale, distribution or delivery of the Registrable Shares or other
shares of Common Stock to be disposed of, including any fees of counsel for any
underwriters in connection with the qualification of the Registrable Shares or
other shares of Common Stock to be disposed of for offering and sale or
distribution under state securities laws; (D) any broker’s commissions or
underwriter’s discount, fee or commission 


 


5

















 


relating to the sale of Registrable Shares or other shares of Common
Stock and any other fees and disbursements of underwriters; and (E) costs
and expenses of the Issuer relating to analyst or investor presentations.


 


“Registration Statement”
means a Demand Registration Statement or a Section 2.10 Registration
Statement, as the context requires.


 


“Restricted Transferee”
has the meaning given such term in the Spinco Agreement.


 


“Rule 144” means Rule 144
as promulgated by the SEC under the 1933 Act, as such Rule may be amended
from time to time, or any similar successor rule promulgated by the SEC.


 


“Rule 405” means Rule 405
as promulgated by the SEC under the 1933 Act, as such Rule may be amended
from time to time, or any similar successor rule promulgated by the SEC


 


“Rule 415” means Rule 415
as promulgated by the SEC under the 1933 Act, as such Rule may be amended
from time to time, or any similar successor rule promulgated by the SEC.


 


“S-3 Eligible” means the
Issuer meets or is deemed to meet the eligibility requirements to file on Form S-3
as set forth in General Instruction I.A. to Form S-3.


 


“SEC” means the Securities
and Exchange Commission.


 


“Section 2.10 Registration
Statement” has the meaning set forth in Section 2.10.


 


“Settlement Agreement”
means the Agreement, dated as of May 13, 2008, among Liberty, the Liberty
Parties and IAC entered into in connection with the settlement of the
Consolidated Action.


 


“Special Counsel” means Baker
Botts LLP, or such other law firm of national reputation as may be selected by
the Lead Holder (or any other Holder who (together with its Affiliates), at the
time of such selection, beneficially owns the highest percentage of the  Registrable Shares) and notified in writing
to the Issuer.


 


“Spinco Agreement” means
the Settlement Agreement, as assumed by and assigned to the Issuer pursuant to Section 9(b)
thereof.


 


“Spinoff Shares” means the
shares of Common Stock issued to the Liberty Parties as a result of the
Single-Tier Spinoff (as defined in the Spinco Agreement) of the Issuer,
including such shares as may be transferred to a Holder which transfer is, at
the time of such transfer, permitted by the Spinco Agreement.


 


“Total Registrable Amount”
means the Original Amount on the date hereof plus the number of Other Shares
acquired after the date hereof, in each case appropriately adjusted, but only
with respect to the number of Registrable Shares on the date of such event, to
give effect to any of the events described in Section 6.01.


 


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“Trading Day” means a day on which shares of
the Common Stock are traded on the principal United States securities exchange
on which such shares are listed.


 


ARTICLE
II


 


REGISTRATION
RIGHTS


 


Section 2.01.          Registration
Upon Demand.  At any time after the date
hereof and for so long as there are any Registrable Shares, upon the written
request of the Lead Holder acting on behalf of Holders holding an amount of
Registrable Shares equal to at least ten percent (10%) of the Original Amount
(a “Demand Request”), the Issuer
shall prepare a registration statement (a “Demand
Registration Statement”) on (i) if the Issuer is then S-3
Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible,
any other appropriate form under the 1933 Act, for the type of offering
contemplated by the Demand Request (which may include an offering to be made on
a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to
any Demand Registration Statement so requested to be filed shall not be less
than $75 million (determined by multiplying the number of Registrable Shares to
be included in such Demand Registration Statement by the Market Value on the
day on which such Demand Request is received by the Issuer).  The Demand Request shall specify, for each
Holder, the number of Registrable Shares to be included in such Demand
Registration Statement for such Holder’s account.  If the Issuer is ASRS Eligible at the time
any Demand Request is received for a shelf registration statement, the Issuer
shall use commercially reasonable efforts to cause the Demand Registration
Statement to be an ASRS.  Subject to Section 2.05,
the Issuer shall use its commercially reasonable efforts to cause the Demand
Registration Statement (i) to be filed with the SEC as promptly as
reasonably practicable following the receipt of the Demand Request, (ii) to
become effective as promptly as reasonably practicable after filing, and (iii) to
remain continuously effective during the time period (the “Effectiveness Period”) commencing on the
date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the
date that there are no longer any Registrable Shares covered by such Demand
Registration Statement or (B) if earlier, the 30th day (90th day if the
Demand Registration Statement is on Form S-3) after the Demand
Registration Statement is initially declared effective (the ending date
specified in this clause (iii), the “Effectiveness
End Date”).  No more than
three (3) Demand Requests may be made. 
In no event shall the Issuer be required to include a Holder’s
Registrable Shares in a Demand Registration Statement if such Holder included
in any Section 2.10 Registration Statement declared effective within the
60 calendar days preceding the Demand Request relating to such Demand
Registration Statement all of the Registrable Shares such Holder sought to be
included in such Section 2.10 Registration Statement, and such 2.10
Registration Statement remained effective until at least the Effectiveness End
Date thereof (or is then still effective) (substituting for this purpose only
the term “2.10 Registration Statement” for “Demand Registration Statement” in
the definition of Effectiveness End Date).


 


Section 2.02.          Revocation
of Demand Request.  Any Demand
Request may be revoked by notice from the Lead Holder to the Issuer prior to
the effective date of the corresponding Demand Registration Statement; provided, that such revoked Demand Request
shall count as one of the three Demand Requests referred to in the last
sentence of Section 2.01 unless the Issuer as promptly as reasonably
practicable is reimbursed for all out-of-pocket expenses (including fees of
outside counsel and accountants and other Registration Expenses) incurred by
the Issuer 


 


7

















 


relating to
the registration requested pursuant to such revoked Demand Request.  A Demand Request may not be made for a
minimum of 90 calendar days after the revocation of an earlier Demand Request.


 


Section 2.03.          Selection
of Underwriters and Underwriter’s Counsel. 
The Holders may effect one or more underwritten public offerings with
respect to the Registrable Shares included in a Demand Registration Statement; provided, that no underwritten public
offering shall be effected in which the gross proceeds to the selling Holders
are not expected to exceed $75 million. 
The Holder(s) effecting any such public offering, acting through
the Lead Holder, and the Issuer shall mutually select the managing underwriter
or co-managing underwriters for such public offering.  The Issuer shall be entitled to designate
counsel for such underwriter or underwriters, provided
that such designated underwriters’ counsel shall be a firm of national
reputation representing underwriters in capital markets transactions.


 


Section 2.04.          Registration
In Connection With Hedging Transactions.


 


(a)      The
Issuer acknowledges that from time to time a Holder may seek to enter into one
or more Hedging Transactions with a Hedging Counterparty.  The Issuer agrees that, in connection with
any proposed Hedging Transaction then permitted by the Spinco Agreement, if, in
the reasonable judgment of counsel to such Holder (after good faith
consultation with counsel to the Issuer), it is necessary or desirable to
register under the 1933 Act sales or transfers (whether short or long and
whether by the Holder or by the Hedging Counterparty) of Registrable Shares or
(by the Hedging Counterparty) other shares of Common Stock in connection
therewith, then a Registration Statement covering Registrable Shares or such
other shares of Common Stock may be used in a manner otherwise in accordance
with the terms and conditions of this Agreement to register such such sales or
transfers under the 1933 Act. 
Notwithstanding anything in this Agreement to the contrary, the Issuer
shall not be required to register, and shall not be required to pay
Registration Expenses in connection with the registration of, an aggregate
number of sales or transfers of Registrable Shares or other shares of Common
Stock in excess of the Total Registrable Amount, it being understood that a
sale or transfer of a Registrable Share or other share of Common Stock shall be
considered to have been registered for purposes of this Section 2.04 and Section 6.15
when (1) a Registration Statement covering such Registrable Share or other
share of Common Stock shall have been declared effective or, following a
request pursuant to Section 2.04(b), an effective shelf Registration
Statement is available to cover the sale or transfer of the Registrable Share
or other share of Common Stock requested to be covered and (2) in the case
of a Demand Registration Statement, such Demand Registration Statement shall
have remained effective until (A) such sale or transfer of such
Registrable Share or other Share of Common Stock shall have occurred or (B) if
earlier, the Effectiveness End Date thereof.


 


(b)      If,
in the circumstances contemplated by Section 2.04(a), a Holder seeks to
register sales or transfers of Registrable Shares (or the sale or transfer by a
Hedging Counterparty of other shares of Common Stock) in connection with a
Hedging Transaction at a time when a shelf Registration Statement covering
Registrable Shares is effective, upon receipt of written notice thereof from
the Lead Holder, the Issuer shall use commercially reasonable efforts to take
such actions as may reasonably be required to permit such sales or transfers in
connection with such Hedging Transaction to be covered by such effective 


 


8

















 


Registration Statement in a manner otherwise in accordance with the
terms and conditions of this Agreement, which may include, among other things,
the filing of a prospectus supplement or post-effective amendment including a
description of such Hedging Transaction, the name of the Hedging Counterparty,
identification of the Hedging Counterparty or its Affiliates as underwriters or
potential underwriters, if applicable, and any change to the plan of
distribution contained in the prospectus; provided that, in the case of a shelf
Demand Registration Statement, in no event shall the foregoing require the
Issuer to extend the Effectiveness Period of the Registration Statement beyond
the Effectiveness End Date.


 


(c)      Any
information regarding a Hedging Transaction included in a Registration
Statement pursuant to this Section 2.04 shall be deemed to be information
provided by the Holder selling or tranferring Registrable Shares or shares of
Common Stock pursuant to such Registration Statement for purposes of Article V
of this Agreement.


 


(d)      If,
with respect to a Hedging Transaction in connection with which a registration
is contemplated by Section 2.04(a), a Hedging Counterparty or any
Affiliate thereof is (or may be considered) an underwriter or selling
securityholder, then, as a condition to including in any Registration Statement
any sales or transfers of Registrable Shares or other shares of Common Stock by
such Hedging Counterparty in connection with such Hedging Transaction, it and
the Issuer shall be required to enter into an agreement with the other (x) providing
for indemnification rights substantially similar to those provided under Article V
and (y) pursuant to which such Hedging Counterparty and/or Affiliate
thereof, to the extent registering shares of Common Stock that are not
Registrable Shares, agrees to be bound by the obligations applicable to a
Holder hereunder as if such other shares were Registrable Shares.


 


Section 2.05.          Blackout Periods.


 


(a)      With
respect to any Registration Statement, or amendment or supplement thereto,
whether filed or to be filed pursuant to this Agreement, if the General Counsel
of the Issuer shall determine, in his or her good faith judgment, that to
maintain the effectiveness of such Registration Statement or file an amendment
or supplement thereto (or, if no Registration Statement has yet been filed, to
file such a Registration Statement) would (i) require the public
disclosure of material non-public information concerning any transaction or negotiations
involving the Issuer or any of its consolidated subsidiaries that would
materially interfere with such transaction or negotiations, (ii) require
the public disclosure of material non-public information concerning the Issuer
at a time when its directors and executive officers are restricted from trading
in the Issuer’s securities  or (iii) otherwise materially
interfere with financing plans, acquisition activities or business activities
of the Issuer (a “Disadvantageous Condition”),
the Issuer may, for the shortest period reasonably practicable (a “Blackout Period”), and in any event for not
more than 60 consecutive days, notify the Lead Holder and the other Holders
whose sales of Registrable Securities are covered (or to be covered) by such
Registration Statement (a “Blackout Notice”)
that such Registration Statement is unavailable for use (or will not be filed
as requested).  Upon the receipt of any
such Blackout Notice, the Holders shall forthwith discontinue use of the
prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt
of such Blackout Notice any Holder shall have sold its Registrable Shares (or
have signed a firm commitment underwriting agreement with respect to the
purchase of such shares) and the Disadvantageous Condition is 


 


9

















 


not of a nature that would require a
post-effective amendment to the Registration Statement, then the Issuer shall
use its commercially reasonable efforts to take such action as to eliminate any
restriction imposed by federal securities laws on the timely delivery of such
shares.  When any Disadvantageous
Condition as to which a Blackout Notice has been previously delivered shall cease
to exist, the Issuer shall as promptly as reasonably practicable notify the
Lead Holder and such other Holders and take such actions in respect of such
Registration Statement as are otherwise required by this Agreement.  If a Blackout Period occurs during the
Effectiveness Period of any Demand Registration Statement, the Effectiveness
End Date in respect of such Registration Statement shall be extended for a
number of days equal to the total number of days during which the distribution
of Registrable Shares included in such Registration Statement was suspended
under this Section 2.05(a).  The
Issuer shall not impose, in any 360 calender day period, Blackout Periods
lasting, in the aggregate, in excess of 120 calendar days.


 


(b)      If
the Issuer declares a Blackout Period with respect to a Demand Registration
Statement that has not yet been declared effective, (i) the Lead Holder
may by notice to the Issuer withdraw the related Demand Request without such
Demand Request counting against the three Demand Requests permitted to be made
under Section 2.01 and (ii) neither the Lead Holder nor any other
Holder will be responsible for the Issuer’s related Registration Expenses.


 


Section 2.06.          SEC
Orders Suspending Effectiveness.  The
Issuer shall notify the Lead Holder and all other Holders that have Registrable
Shares included in a Registration Statement of any stop order threatened or
issued by the SEC (to the extent known to the Issuer) with respect to such
Registration Statement and, as to threatened orders, shall use commercially
reasonable efforts to prevent the entry of such stop order.  If the effectiveness of a Registration
Statement is suspended by a stop order issued by the SEC at any time during the
Effectiveness Period, the Issuer shall use commercially reasonable efforts to
obtain the prompt withdrawal of such order and to amend the Registration
Statement in a manner reasonably expected by the Issuer to obtain the
withdrawal of such order.


 


Section 2.07.          Plan
of Distribution.  The “plan of
distribution” section of each prospectus included in a Demand Registration
Statement with respect to an offering to be made on a delayed or continuous
basis under Rule 415 shall be substantially in the form of Annex A
hereto or in a form otherwise appropriate, subject to the comments of the SEC
and the inclusion of such other information as is required by applicable SEC
regulations or to conform with applicable SEC practice.  Each Holder agrees to dispose of its
Registrable Shares under a Registration Statement in accordance with the “plan
of distribution” section of the prospectus.


 


Section 2.08.          Expenses.  Subject to Section 2.02, the Issuer
shall pay all Registration Expenses, and each Holder shall (i) pay all
other expenses incurred by it and (ii) reimburse the Issuer for any other
out-of-pocket expenses reasonably incurred by the Issuer, in each case in
connection with any registration of its Registrable Shares pursuant to this
Agreement.


 


Section 2.09.          Transfer
of Registration Rights.  Each Holder
shall have the right to transfer, by written agreement, any or all of its
rights granted under this Agreement to any direct or indirect transferee of
such Holder’s Registrable Shares (each Person to whom rights to register shares
shall have been so transferred hereunder a “Permitted
Transferee”); provided,
(i) such 


 


10

















 


transferee is
Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such
transferee is an “accredited investor” as such term is defined in Rule 501
of Regulation D promulgated under the 1933 Act, and in either such case (x) such
transferee agrees, in writing in form and substance reasonably satisfactory to
the Issuer, to be bound by the terms and provisions of this Agreement (it being
specifically understood that any sale of Registrable Shares by a Permitted
Transferee shall be in accordance with the “plan of distribution” section of
the applicable prospectus); and (y) such transfer of Registrable Shares
shall be effected in accordance with applicable securities laws, the Spinco
Agreement (if the transferring Holder is a party thereto or has agreed to be
bound thereby) and any other agreements between the Issuer and such
Holder.  Following any transfer or
assignment made pursuant to this Section 2.09 in connection with the transfer
by a Holder of a portion of its Registrable Shares, such Holder shall retain
all rights under this Agreement with respect to the remaining portion of its
Registrable Shares.  Notwithstanding the
foregoing, unless Liberty and the Liberty Parties shall have effected a
Permitted Restricted Transfer to a Restricted Transferee (in which case the
Restricted Transferee shall be substituted for Liberty in all respects
hereunder as the Lead Holder), the Issuer shall have no obligation to deliver
any notices under this Agreement to or otherwise interact with any Holder other
than the Lead Holder for any purpose under this Agreement (other than in
accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d),
6.01, 6.02 and 6.13 and Article V hereof.)


 


Section 2.10.          Incidental
Registration.


 


(a)      If
the Issuer at any time proposes to register the offer and sale of shares of
Common Stock under the 1933 Act (other than on Form S-8 or Form S-4
or a registration statement on Form S-1 or Form S-3 covering solely
an employee benefit or dividend reinvestment plan) (any such registration
statement covering sales or transfers of Registrable Shares, a “Section 2.10 Registration Statement”)
for its own account or for the account of any Other Shareholders, in a manner
which would permit registration of Registrable Shares for sale to the public
under the 1933 Act (a “Piggyback Registration”),
the Issuer will as promptly as reasonably practicable give written notice (a “Piggyback Notice”) to the Lead Holder
(which shall give notice to all other Holders) of its intention to do so, but
in any event at least 10 Business Days prior to the anticipated filing date of
the Section 2.10 Registration Statement. 
The Piggyback Notice shall offer all Holders the opportunity to include
in such Section 2.10 Registration Statement such number of Registrable
Shares as each Holder may request, acting through the Lead Holder, subject to Section 2.10(d);
provided, however, that any
Holder who has included Registrable Shares on a Demand Registration Statement
that was declared effective within the 60 calendar days immediately preceding
the receipt of such Piggyback Notice shall not be permitted to request the
inclusion of any Registrable Shares in such Section 2.10 Registration
Statement.  Subject to the proviso to the
immediately preceding sentence and to Section 2.10(d), the Issuer will use
its commercially reasonable efforts to include in the Section 2.10
Registration Statement the number of Registrable Shares of each Holder sought
to be included therein and so specified in a written notice delivered to the
Issuer by the Lead Holder on behalf of such Holder within 5 Business Days after
such Lead Holder’s receipt of the related Piggyback Notice.  A Holder, acting through the Lead Holder, may,
at least two Business Days prior to the effective date of a Section 2.10
Registration Statement, withdraw any Registrable Shares that it had sought to
have included therein, whereupon such Holder shall as promptly as reasonably
practicable pay to the Issuer all Registration Expenses 


 


11

















 


incurred by the Issuer in connection with the
registration of such withdrawn Registrable Shares under the 1933 Act or the
1934 Act and the inclusion of such shares in the Section 2.10 Registration
Statement.


 


(b)      If
a Piggyback Registration involves an underwritten offering, then all Holders
whose Registrable Shares are included in the Section 2.10 Registration
Statement must sell such shares in such underwitten offering and agree to the
same terms and conditions as those agreed to by the Issuer or, if the Section 2.10
Registration Statement is for the benefit of Other Shareholders, such Other
Shareholders.


 


(c)      In
connection with any Piggyback Registration, each Holder shall notify the Issuer
in writing 24 hours prior to effecting any transaction in reliance on any Section 2.10
Registration Statement, or amendment or supplement thereto, whether filed or to
be filed pursuant to this Agreement.  In
the case of a transaction by a Hedging Counterparty covered by such Section 2.10
Registration Statement, such notice may specify a period of time, not to exceed
five Business Days, during which such sales or transfers may be effected.  If (and only if) the Issuer does not give
such Holder or Hedging Counterparty a Blackout Notice within 24 hours of the
Issuer’s receipt of such Holder’s notice, such Holder or Hedging Counterparty
may engage in the transaction referenced in the notice in accordance with the
terms of this Agreement.


 


(d)      The
Issuer may elect, in its sole discretion, to terminate a Section 2.10
Registration Statement at any time prior to the effective date thereof.  Upon giving written notice of such election
to the Lead Holder, the Issuer shall be relieved of its obligation to register
any Registrable Shares (or, in the case of a Hedging Counterparty, if
applicable, other shares of Common Stock) in connection with such registration
(without prejudice, however, to the rights of Holders under Section 2.01
hereof).


 


(e)      If
a Piggyback Registration involves an underwritten offering and the co-managing
underwriters advise the Issuer (and, if applicable, the Other Shareholders)
that the number of shares of Common Stock requested to be included in the
Piggyback Registration exceeds the Maximum Number of Shares, the following rules shall
apply:


 


(i)            If
the Section 2.10 Registration Statement was originated by the Issuer for a
primary offering, then there will be included in such Registration Statement: (i) first,
all of the shares of Common Stock that the Issuer proposes to sell for its own
account; and (ii) second, to the extent that the number of shares of
Common Stock included by the Issuer for its own account is less than the
Maximum Number of Shares, the shares of Common Stock proposed to be included by
the Other Shareholders and the Registrable Shares (or, in the case of a Hedging
Counterparty, if applicable, other shares of Common Stock) proposed to be
included by Holders (or Hedging Counterparties ), allocated pro rata among such Persons on the basis
of the number of shares each such Person has requested to be included in such
Registration Statement (up to the Maxium Number of Shares).


 


(ii)           If
the Section 2.10 Registration Statement was originated by Other
Shareholders for a secondary offering, then there will be included in such
Registration 


 


12

















 


Statement: (i) first, all of the shares of Common Stock that such
Other Shareholders propose to sell for their own account; and (ii) second,
to the extent that the number of shares of Common Stock included by the Other
Shareholders is less than the Maximum Number of Shares, the Registrable Shares
(or, in the case of a Hedging Counterparty, if applicable, other shares of
Common Stock) proposed to be included by Holders (or Hedging Counterparties),
allocated pro rata among such
Holders on the basis of the number of shares that each such Person has
requested to be included in such Registration Statement (up to the Maxium
Number of Shares).


 


(f)            (i) 
The following shall be deemed to be “Offering
Confidential Information” in respect of a Piggyback Registration: (x) the
Issuer’s plan to file the relevant Registration Statement and engage in the
offering so registered, (y) any information regarding the offering being
registered (including, without limitation, the potential timing, price, number
of shares, underwriters or other counterparties, selling stockholders or plan
of distribution) and (z) any other information (including information
contained in draft supplements or amendments to offering materials) provided to
the Lead Holder or the Holders (or Hedging Counterparties) by the Issuer (or by
third parties) in connection with the Piggyback Registration.  Offering Confidential Information shall not
include information that (1) was or becomes generally available to the
public (including as a result of the filing of the relevant Registration
Statement) other than as a result of a disclosure by any Holder (or Hedging
Counterparty), (2) was or becomes available to any Holder (or Hedging
Counterparty) from a source not bound by any confidentiality agreement with the
Issuer or (3) was otherwise in such Holder’s (or Hedging Counterparty’s)
possession prior to it being furnished to such Holder (or Hedging Counterparty)
by the Lead Holder or by the Issuer or on the Issuer’s behalf.


 


(ii)  After a Holder has been notified
of its opportunity to include Registrable Shares in a Piggyback Registration,
such Holder (or Hedging Counterparty) shall treat the Offering Confidential
Information as confidential information and shall not use the Offering
Confidential Information for any purpose other than to evaluate whether to
include its Registrable Shares (or other shares of Common Stock) in such
Piggyback Registration and agrees not to disclose the Offering Confidential
Information to any Person other than such of its agents, employees, advisors
and counsel as have a need to know such Offering Confidential Information and
to cause such agents, employees, advisors and counsel to comply with the
requirements of this Section 2.10(e), provided,
that such Holder (or Hedging Counterparty) may disclose Offering Confidential
Information if such disclosure is required by legal process, but such Holder
(or Hedging Counterparty) shall cooperate with the Issuer to limit the extent
of such disclosure through protective order or otherwise, and to seek
confidential treatment of the Offering Confidential Information.


 


13
















 


ARTICLE
III


 


REGISTRATION
PROCEDURES


 


Section 3.01.          Registration
Procedures.  In connection with any
registration of Registrable Shares contemplated by this Agreement:


 


(a)      The
Issuer shall, at least three Business Days prior to the initial filing of the Registration
Statement with the SEC, furnish to Special Counsel a copy of such Registration
Statement as proposed to be filed (including documents to be incorporated by
reference therein, to the extent not then available via the SEC’s EDGAR system,
but only to the extent they expressly relate to any offering to be effected
thereunder), which will be subject to the reasonable review and comments of
Special Counsel during such three-Business-Day period, and the Issuer will not
file the Registration Statement (or any such documents incorporated by
reference) containing any statements with respect to any Holder or the plan of
distribution to which Special Counsel shall reasonably object in writing.  After the filing of the Registration
Statement, the Issuer will as promptly as reasonably practicable notify Special
Counsel of: (i) if the SEC has determined to not review the Registration
Statement, the effectiveness thereof; (ii) if the Registration Statement
is an ASRS, the filing thereof; or (iii) if the SEC has determined to
review the Registration Statement, such determination.  If a Registration Statement is subject to
review by the SEC: (A) the Issuer will as promptly as reasonably
practicable provide the Special Counsel with a copy of each comment letter issued
in respect of such Registration Statement and a copy of the Issuer’s draft
responses thereto (it being understood that preliminary drafts shall not be
required to be provided); (B) the Issuer shall further provide Special
Counsel with a copy of any proposed amendment to be filed with the SEC no less
than three Business Days prior to the Issuer’s proposed filing date, and each
such amendment will be subject to the reasonable review and comments of Special
Counsel during such three-Business-Day period; (C) the Issuer will not
file any such amendment containing any statements with respect to any Holder or
the plan of distribution to which Special Counsel shall reasonably object in
writing; and (D) once the Registration Statement is cleared from review,
the Issuer will as promptly as reasonably practicable inform Special Counsel of
the effectiveness thereof.


 


(b)      After
the initial Effective Time of a Registration Statement, the Issuer shall, at
least two Business Days prior to the filing of a post-effective amendment to
the Registration Statement or a prospectus (including a prospectus supplement,
a Free Writing Prospectus and any documents to be incorporated by reference in
the prospectus but only to the extent they expressly relate to an offering or a
Hedging Transaction under the Registration Statement), furnish a copy of such
proposed filing to Special Counsel (who will furnish such copy to any Hedging
Counterparty (if such filing relates to a Hedging Transaction) and any
underwriter (if such filing relates to an underwritten offering)), which will
be subject to the reasonable review and comments of Special Counsel during such
two-Business-Day period, and the Issuer will not file any such post-effective
amendment or prospectus that contains any statements with respect to any
Holder, Hedging Counterparty or underwriter or the plan of distribution to
which Special Counsel (on behalf of any Holder, any such Hedging Counterparty
or any underwriter) shall reasonably object in writing.


 


14

















 


(c)      The
Issuer shall as promptly as reasonably practicable furnish to Special Counsel
copies of any and all transmittal letters and other correspondence with the SEC
and all correspondence (including comment letters, such as those contemplated
by Section 3.01(a)) from the SEC to the Issuer relating to the
Registration Statement or any prospectus or any amendment or supplement
thereto.


 


(d)      After
a Registration Statement is declared effective, and in connection with any
underwritten offering or Hedging Transaction under the Registration Statement,
the Issuer will furnish to the Lead Holder (for distribution to the Holders
whose Registrable Shares are included in such Registration Statement and to any
Hedging Counterparties and underwriters) such number of copies of the
Registration Statement, each amendment and supplement thereto (in each case
including all exhibits thereto but excluding documents (x) incorporated by
reference therein other than those that expressly relate to the offering,
Hedging Transaction or underwritten offering or (y) that are available via
the SEC’s EDGAR system), the prospectus included in such Registration Statement
(including any prospectus supplements) and such other documents as any such
Holders, Hedging Counterparties or underwriters may reasonably request through
the Lead Holder in order to facilitate the disposition of the Registrable
Shares included in the Registration Statement.


 


(e)      The
Issuer will use commercially reasonable efforts (i) to register or qualify
the Registrable Shares under such other securities or blue sky laws of such
jurisdictions in the United States (in the event an exemption is not available)
as any Holder of Registrable Shares covered by a Registration Statement, acting
through the Lead Holder, reasonably (in the light of such Holder’s intended
plan of distribution) requests and (ii) to cause such Registrable Shares
to be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Issuer and do any and all other acts and things that may be reasonably
necessary or advisable to enable such Holder to consummate the disposition in
such jurisdictions of the Registrable Shares owned by such Holder; provided that the Issuer will not be
required to (w) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this paragraph (f), (x) conform
its capitalization or the composition of its assets at the time to the
securities or blue sky laws of any such jurisdiction, (y) subject itself
to taxation in any such jurisdiction or (z) consent to general service of
process in any such jurisdiction.


 


(f)       The
Issuer will as promptly as reasonably practicable notify the Lead Holder and
each other Holder of Registrable Shares covered by the Registration Statement,
at any time when a prospectus relating thereto is required to be delivered (or
deemed delivered) under the 1933 Act, of the occurrence of an event of which the
Issuer has knowledge requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered (or deemed delivered) to the
purchasers of such Registrable Shares, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they are made, not misleading, and, subject to Section 2.05,
the Issuer will as promptly as reasonably practicable prepare and furnish to
the Lead Holder a supplement to or an amendment of such prospectus so that, as
thereafter delivered (or deemed delivered) to the purchasers of such
Registrable Shares, such prospectus will not contain any untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to 


 


15

















 


make the statements therein, in the light of the circumstances in which
they were made, not misleading.


 


(g)      The
Issuer will use commercially reasonable efforts to enter into reasonable and
customary agreements (including an underwriting, registration or similar
agreement in reasonable and customary form for the Issuer containing customary
indemnification and contribution provisions) and use commercially reasonable
efforts to take such other actions as are reasonably required or requested by a
Holder, underwriter or Hedging Counterparty, acting through the Lead Holder, in
order to expedite or facilitate the disposition of any Registrable Shares in a
manner permitted by this Agreement and the Spinco Agreement; provided, that (i) any legal opinion
that the Issuer is required to use commercially reasonable efforts to obtain
pursuant to the foregoing may be rendered by the Issuer’s General Counsel (or
another appropriate in-house lawyer), unless the Person to whom such opinion is
to be delivered will not accept a “10b-5-opinion” from such counsel, in which
case the Issuer shall use commercially reasonable efforts to obtain such legal
opinion from the Issuer’s outside counsel; and (ii) in no event shall the
Issuer be required to obtain more than two comfort letters from the Issuer’s
public accountants in connection with any Registration Statement.


 


(h)      Upon
execution of a customary confidentiality agreement, the Issuer will make
available for inspection by any Holder of Registrable Shares covered by a
Registration Statement, any Hedging Counterparty in connection with any Hedging
Transaction, any underwriter participating in an underwritten offering pursuant
to the Registration Statement, Special Counsel, and any attorney, accountant or
other professional retained by any such Holder, Hedging Counterparty or
underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties
of the Issuer (collectively, the “Records”)
and cause the Issuer’s and its significant subsidiaries’ officers, directors
and employees to, and shall use commercially reasonable efforts to cause the
Issuer’s independent accountants to, as promptly as reasonably practicable,
supply all information reasonably requested by any Inspector in connection with
such Registration Statement, Hedging Transaction or underwritten offering, in
each case, to the extent reasonably necessary to establish the applicable
Person’s due diligence defense under U.S. securities laws; provided that in no event shall the Issuer
be required to make available to the Holders any information which the Board of
Directors in its good faith judgment believes is competitively sensitive or
otherwise is confidential.  The
Inspectors shall coordinate with one another so that the inspection permitted
hereunder will not unnecessarily interfere with the Issuer’s conduct of business.  In any event, Records which the Issuer
determines, in good faith, to be confidential and which it notifies or
otherwise identifies in writing to the Inspectors are confidential shall not be
disclosed by the Inspectors unless (and only to the extent that) (i) the
disclosure of such Records is necessary to permit a Holder to enforce its
rights under this Agreement or (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent
jurisdiction.  Each Holder agrees that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of the Issuer or its Affiliates unless and until
such is made generally available to the public by the Issuer or such Affiliate
or for any reason not related to the registration of Registrable
Securities.  Each Holder further agrees
that it will, upon learning that disclosure of such Records is sought in a
court of competent jurisdiction, cause 


 


16

















 


the Lead Holder to give notice to the Issuer and allow the Issuer, at
its expense, to undertake appropriate action to prevent disclosure of the
Records deemed confidential.


 


(i)       The
Issuer will otherwise use commercially reasonable efforts (i) to comply
with all applicable rules and regulations of the SEC to the extent
necessary to permit it to lawfully fulfill its obligations under this
Agreement, and (ii) to make available to its security holders, as promptly
as reasonably practicable, an earnings statement covering a period of 12
months, beginning upon the first disposition of Registrable Shares pursuant to
a Registration Statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the 1933 Act.


 


(j)       The
Issuer will use its commercially reasonable efforts to cause all Registrable
Shares to be listed on each securities exchange on which the Common Stock is
listed.


 


(k)      The
Issuer will prepare and file with the SEC, as promptly as reasonably
practicable upon the request of any Holder, acting through the Lead Holder, any
amendments or supplements to a Registration Statement or prospectus which, in
the reasonable opinion of Special Counsel, is required under the 1933 Act in
connection with the distribution of the Registrable Shares contemplated by the
Registration Statement or prospectus.


 


(l)       The
Issuer will use commercially reasonable efforts to timely file the reports and
materials required to be filed by it under the 1933 Act and the 1934 Act to
enable the Holders to sell Registrable Shares without registration under the
1933 Act within the limitation of the exemption provided by Rule 144.   As promptly as reasonably practicable
following its receipt of the request of the Lead Holder (acting on behalf of a
Holder), the Issuer will deliver to the Lead Holder (which shall deliver to
such Holder) a written statement as to whether it has complied with such
requirements, and shall use commercially reasonable efforts to provide such
assurances as any broker or dealer facilitating a sale of Registrable Shares
under Rule 144 may reasonably request.


 


(m)     The
Issuer shall reasonably cooperate with each Holder, acting through the Lead
Holder, in the disposition (provided such disposition is permitted by the
Spinco Agreement) of such Holder’s Registrable Shares in accordance with the
terms of this Agreement.  Such
cooperation shall include the endorsement and transfer of any certificates
representing Registrable Shares (or a book-entry transfer to similar effect)
transferred in accordance with this Agreement.


 


Section 3.02.          Holder
Responsibilities.


 


(a)      The
Issuer may require each Holder of Registrable Shares included in a Registration
Statement and each Hedging Counterparty in respect of a Hedging Transaction as
promptly as reasonably practicable to furnish in writing to the Issuer, through
the Lead Holder, such information regarding such Holder, the Hedging
Counterparty or the distribution of the Registrable Shares as the Issuer may
from time to time reasonably request and such other information as may be
legally required in connection with such registration.  If a Holder or Hedging Counterparty fails to
provide the requested information after being given 15 Business Days’ written
notice of such request and the requested information is required by applicable 


 


17

















 


law to be included in the Registration
Statement, the Issuer shall be entitled to refuse to include for registration
such Holder’s Registrable Shares or other shares of Common Stock in connection
with such Hedging Counterparty’s Hedging Transaction, as the case may be.


 


(b)      In
connection with any disposition of Registrable Shares pursuant to a
Registration Statement, each Holder agrees that it will not use any Free
Writing Prospectus without the prior consent of the Issuer, which consent will
not be unreasonably withheld or delayed.


 


(c)      Each
Holder agrees that, upon receipt of any written notice from the Lead Holder or
the Issuer of the happening of any event of the kind described in Section 3.01(f),
such Holder will forthwith discontinue the disposition of such Holder’s
Registrable Shares pursuant to the Registration Statement until such Holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3.01(f).  If the Issuer
shall give such notice with regards to any Demand Registration Statement, the
Effectiveness End Date in respect of such Registration Statement shall be
extended by the number of days during the period from and including the date
such notice was given by the Issuer to the date when the Issuer shall have made
available to the Lead Holder a prospectus or prospectus supplement that
conforms with the requirements of Section 3.01(f).


 


(d)      Each
Holder will as promptly as reasonably practicable notify the Issuer and the
Lead Holder, at any time when a prospectus relating thereto is required to be
delivered (or deemed delivered) under the 1933 Act, of the occurrence of an
event, of which such Holder has knowledge, relating to such Holder or its
disposition of Registrable Shares thereunder requiring the preparation of a
supplement or amendment to such prospectus so that, as thereafter delivered (or
deemed delivered) to the purchasers of such Registrable Shares, such prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they are made, not
misleading.


 


ARTICLE
IV


 


LOCK-UP
AGREEMENTS


 


If requested by the managing underwriters in connection with an
underwritten offering of Registrable Shares under a Registration Statement,
each of the Holders and the Issuer shall execute and deliver agreements (“Lock-up Agreements”) containing customary
restrictions on their ability to sell, offer to sell, or otherwise dispose of
any shares of Common Stock or any securities convertible into or exercisable
for such stock (or enter into any hedging or similar transaction with an
economic effect similar to any of the foregoing); provided that such restrictions shall be the same for all
such Persons and shall not have a duration in excess of the shortest period
required by the managing underwriters and in any event not more than 180 days
after the completion of such offering. 
Any Lock-up Agreements executed by the Holders shall contain provisions
naming the Issuer as an intended third-party beneficiary thereof and requiring
the prior written consent of the Issuer for any amendments thereto or waivers
thereof.  Any Lock-up Agreements executed
by the Issuer shall contain provisions naming the Holders as 


 


18

















 


intended third-party beneficiary thereof and requiring the prior
written consent of the Holders for any amendments thereto or waivers thereof.


 


ARTICLE
V


 


INDEMNIFICATION


 


Section 5.01.          Indemnification
By the Issuer.  The Issuer agrees to
indemnify and hold harmless to the fullest extent permitted by law each Holder
whose Registrable Shares are covered by the Registration Statement, its
officers, directors and each Person, if any, who controls such Holder within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act, from and against any and all losses, claims, damages, liabilities, and
expenses, or any action or proceeding in respect thereof (each, a “Liability” and collectively, “Liabilities”) (including reimbursement of
such Holder for any legal or any other expenses reasonably incurred by it in
investigating or defending such Liabilities) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any prospectus relating to such Registrable
Shares (or in any amendment or supplement thereto), or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such Liabilities arise out of or are based upon
any such untrue statement or omission or alleged untrue statement or omission
based upon information furnished in writing to the Issuer by such Holder or on
such Holder’s behalf, in either such case expressly for use therein; provided, that with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
prospectus, the indemnity agreement contained in this paragraph shall not apply
to the extent that any such Liability results from (a) the fact that a
current copy of the prospectus was not sent or given to the Person asserting
any such Liability at or prior to the written confirmation of the sale of the
Registrable Shares concerned to such Person if it is determined that the Issuer
has provided such prospectus and it was the responsibility of such Holder or
its agents to provide such Person with a current copy of the prospectus and
such current copy of the prospectus would have cured the defect giving rise to
such Liability, (b) the use of any prospectus by or on behalf of any
Holder after the Issuer has notified such Person (i) that such prospectus
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, (ii) that
a stop order has been issued by the SEC with respect to the Registration
Statement or (iii) that a Disadvantageous Condition exists or (c) the
use of any prospectus by or on behalf of any Holder with respect to any
Registrable Shares after such time as the Issuer’s obligation to keep the
Registration Statement effective in respect of such Registrable Shares has
expired.


 


Section 5.02.          Indemnification
By Holders of Registrable Shares. Each Holder whose Registrable Shares are
included in the Registration Statement agrees, severally and not jointly, to
indemnify and hold harmless to the fullest extent permitted by law (including
reimbursement of the Issuer for any legal or any other expenses reasonably
incurred by it in investigating or defending such Liabilities) the Issuer, its
officers, directors, agents, and each Person, if any, who controls the Issuer
within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act, to the same extent as the foregoing indemnity from the Issuer
to such Holder in Section 5.01, but only (i) to the extent such
Liabilities arise out of or are based upon information 


 


19

















 


furnished in
writing by such Holder or on such Holder’s behalf, in either case expressly for
use in the Registration Statement, prospectus or in any amendment or supplement
thereto relating to such Holder’s Registrable Shares or (ii) to the extent
that any Liability described in this Section 5.02 results from (a) the
fact that a current copy of the prospectus was not sent or given to the Person
asserting any such Liability at or prior to the written confirmation of the
sale of the Registrable Shares concerned to such Person if it is determined
that it was the responsibility of such Holder or its agent to provide such
Person with a current copy of the prospectus and such current copy of the
prospectus would have cured the defect giving rise to such loss, claim, damage,
liability or expense, (b) the use of any prospectus by or on behalf of any
Holder after the Issuer has notified such Person (x) that such prospectus
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, (y) that
the SEC has issued a stop order with respect to the Registration Statement or (z) that
a Disadvantageous Condition exists or (c) the use of any prospectus by or
on behalf of any Holder after such time as the obligation of the Issuer to keep
the related Registration Statement in respect of such Holder’s Registrable
Shares effective has expired.


 


Section 5.03.          Conduct
Of Indemnification Proceeding.  After receipt by any Person (an “Indemnified Party”) of any notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
in respect of which indemnity may be sought pursuant to Section 5.01 or
5.02, such Indemnified Party shall as promptly as reasonably practicable notify
the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing.  Following notice of commencement of any such
action given to the Indemnifying Party as above provided, the Indemnifying
Party shall be entitled to participate in and, to the extent it may wish,
jointly with any other Indemnifying Party similarly notified, to assume the
defense of such action at its own expense, with counsel reasonably satisfactory
to such Indemnified Party.  In any such
proceeding so assumed by the Indemnifying Party, any Indemnified Party shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the
retention of such counsel or (ii) representation of both parties by the
same counsel would be inappropriate due to actual or potential differing or
conflicting interests between them.  It
is understood that the Indemnifying Party, in connection with any proceeding or
related proceedings in the same jurisdiction, shall be liable only for the
reasonable fees and expenses of one firm of attorneys (in addition to any
necessary local counsel) at any time for all such Indemnified Parties, and that
all such fees and expenses shall be reimbursed as they are incurred upon
submission of reasonably itemized invoices that comply with the Issuer’s
standard billing policies for outside counsel. 
In the case of any such separate firm for Holders who are entitled to
indemnity pursuant to Section 5.01, such firm shall be designated in
writing by the Indemnified Party who had the largest number of Registrable Shares
included in the Registration Statement at issue.  The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent,
which consent shall not be unreasonably withheld, but if settled with such
consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified 


 


20

















 


Party, unless
such settlement includes an unconditional release of such Indemnified Party
from all liability arising out of such proceeding.


 


Section 5.04.          Contribution.


 


(a)      If
the indemnification provided for hereunder shall for any reason be held by a
court of competent jurisdiction to be unavailable to an Indemnified Party in
respect of any Liability referred to herein, then each such Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Liabilities
between the Issuer on the one hand and each Holder whose Registrable Shares are
covered by the Registration Statement in issue on the other, in such proportion
as is appropriate to reflect the relative fault of the Issuer and of each such
Holder in connection with any untrue statement of a material fact contained in
the Registration Statement, any prospectus or any amendment or supplement
thereto or caused by any omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
which resulted in such Liabilities, as well as any other relevant equitable
considerations.  The relative fault of
the Issuer on the one hand and of each such Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


(b)      The
Issuer and the Holders (including each Permitted Transferee) agree that it
would not be just and equitable if contribution pursuant to this Section 5.04
were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by
an Indemnified Party as a result of the Liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this Article V, no Holder shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable Shares
sold by it under the Registration Statement exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1934
Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.


 


ARTICLE
VI


 


MISCELLANEOUS
PROVISIONS


 


Section 6.01.          Recapitalization,
Exchanges, etc.  The provisions of
this Agreement shall apply to the full extent set forth herein with respect to
any and all securities into which any of the Registrable Shares are converted,
exchanged or substituted in any recapitalization or other capital
reorganization involving the Issuer and any and all securities of the Issuer or
any 


 


21

















 


successor or assign or acquirer of the Issuer (whether by merger, consolidation,
sale of assets or otherwise) which may be issued in respect of, in conversion
of, in exchange for or in substitution of, such Registrable Shares and shall be
appropriately adjusted for any dividends of Common Stock in respect of the
Common Stock, stock splits, reverse splits, combinations, recapitalizations and
the like occurring after the date hereof. 
The Issuer shall cause any successor or assign or acquiror (whether by
merger, consolidation, sale of assets or otherwise) to enter into a new registration
rights agreement with the Holders on terms no less favorable to such parties
than the terms provided under this Agreement as a condition of any such
transaction.


 


Section 6.02.          Notices.  All notices, requests, claims and demands and
other communications hereunder shall be in writing and shall be deemed duly
delivered and received (i) three Business Days after the same are sent by
certified or registered mail, postage prepaid, return receipt requested, (ii) when
delivered by hand or transmitted by telecopy (answer back received), if
received prior to 5 p.m. on a Business Day, otherwise on the next Business
Day or (iii) one Business Day after the same are sent by a reliable
overnight courier service, with acknowledgment of receipt requested, in each
case to the intended recipient as set forth below:


 


If to Liberty or any Liberty Party, to:


 


Liberty Media Corporation


12300 Liberty Boulevard


Englewood, Colorado 80112


Attention: General Counsel


Fax: (720) 875-5382


 


with a copy to:


 


Baker Botts L.L.P.


30 Rockefeller Plaza


New York, New York  10112


Attention: Frederick H. McGrath


Fax: (212) 259-2530


 


If to the Issuer, to:


 


Ticketmaster


8800 Sunset Blvd.


West Hollywood, CA 90069


Attention: General Counsel


Fax:  (310) 360-3373


 


Any party to this Agreement may give any notice or other communication
hereunder using any other means (including personal delivery, messenger
service, telecopy or ordinary mail), but no such notice or other communication
shall be deemed to have been duly given unless and until it actually is
received by the office of the party for whom it is intended during business
hours on a Business Day in the place of receipt.  Any party to this Agreement may change the
address to which notices and other communications hereunder are to be delivered
by giving the other 


 


22

















 


parties to this Agreement notice in the manner herein set forth.  Each Person (other than Liberty or a Liberty
Party) upon becoming a Holder hereunder shall concurrently provide notice to
the other parties hereto of such Holder’s address.  The Issuer shall have no obligation to
deliver any notices under this Agreement to or otherwise interact with any
purported Holder that has not provided notice to the Issuer pursuant to the
preceding sentence, and no such Person shall have any rights under this
Agreement unless and until such Person delivers such notice.


 


Section 6.03.          Entire Agreement; No Inconsistent
Agreements.


 


(a)      This
Agreement, together with the Spinco Agreement, constitutes the entire agreement
among the parties hereto and supersedes any prior understandings, agreements or
representations by or among the parties hereto, or any of them, written or
oral, with respect to the subject matter hereof.


 


(b)      The
Issuer shall not hereafter enter into or amend any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders of
Registrable Shares in this Agreement or otherwise conflicts with the provisions
hereof in a manner adverse to the Holders.


 


(c)      Prior
to the date hereof and except for any agreement to which Liberty is a party,
the Issuer has not granted any “piggyback” or other registration rights to any
Person that would entitle any Person (other than the Holders) to participate in
any registration contemplated by this Agreement.


 


(d)      The
Issuer will not grant any “piggyback” or other registration rights to any
Person that would entitle that Person (other than the Holders) to participate
in any Demand Registration Statement except on terms that are no less favorable
to the Holders than those applicable to Other Shareholders as set forth in Section 2.10(e)(ii).


 


Section 6.04.          Further
Assurances.  Each of the parties
shall execute such documents and perform such further acts as may be reasonably
required or desirable to carry out or perform the provisions of this Agreement.


 


Section 6.05.          No
Third-Party Beneficiaries.  Except as
provided in Sections 2.09, 5.01, and 5.02, this Agreement is not intended, and
shall not be deemed, to confer any rights or remedies upon any Person other
than the parties hereto and their respective successors and permitted assigns
or to otherwise create any third-party beneficiary hereto.


 


Section 6.06.          Assignment.  This Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the parties hereto and
their respective successors and permitted assigns and, with respect to each
Holder, any Permitted Transferee.  No
assignment (other than in accordance with Section 6.01) or transfer shall
be effective hereunder unless and until the purported transferee executes and
delivers an agreement, in form and substance reasonably acceptable to the
parties, agreeing to be bound by the terms hereof.  Notwithstanding anything to the contrary in
this Agreement, other than an assignment contemplated by Section 6.01, the
Issuer may not assign its obligations hereunder.


 


23
















 


Section 6.07.          Amendments
and Waivers.  Except as otherwise
provided herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless, following the approval of a majority of the
Qualified Directors (as defined in the Spinco Agreement) of the Issuer,
consented to in writing by the Issuer and Holders of at least 50% of the
Registrable Shares held by all Holders of Registrable Shares as of such date.


 


Section 6.08.          Nominees
for Beneficial Owners.  If any
Registrable Shares are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Issuer through the Lead Holder, be treated as the Holder of such Registrable
Shares for purposes of any request, consent, waiver or other action by any
Holder or Holders of Registrable Shares pursuant to this Agreement or any
determination of any number or percentage of Registrable Shares held by any Holder
or Holders of Registrable Shares contemplated by this Agreement.  If the beneficial owner of any Registrable
Shares makes the election provided in this Section 6.08, the Issuer may
require assurances reasonably satisfactory to it of such owner’s beneficial
ownership of such Registrable Shares.


 


Section 6.09.          Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity of the offending term or provision in any other
situation or in any other jurisdiction. 
If the final judgment of a court of competent jurisdiction declares that
any term or provision hereof is invalid or unenforceable, the parties hereto
agree that the court making such determination shall have the power to limit
the term or provision, to delete specific words or phrases, or to replace any
invalid or unenforceable term or provision with a term or provisions that is valid
and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified.  In the event
such court does not exercise the power granted to it in the prior sentence, the
parties hereto agree to replace such invalid or unenforceable term or provision
with a valid and enforceable term or provision that shall achieve, to the
extent possible, the economic, business and other purposes of such invalid or
unenforceable term.


 


Section 6.10.          Counterparts
and Signature.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each of the
parties hereto and delivered to the other parties, it being understood that all
parties need not sign the same counterpart. 
This Agreement may be executed and delivered by facsimile transmission.


 


Section 6.11.          Interpretation.  When reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement, unless
otherwise indicated.  The headings
contained in this Agreement are for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.  The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any
party.  Whenever the context may require,
any pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.  Any
reference to any federal, state, local or foreign statute or law shall be
deemed also to 


 


24

















 


refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.  Whenever the words “include”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.”


 


Section 6.12.          Governing
Law; Consent To Jurisdiction.  This
Agreement shall be construed in accordance with and governed by the internal
laws of the State of Delaware, without giving effect to the principles of
conflicts of laws.  Each of the parties
hereto hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of Delaware, for any action,
proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to
this Agreement and the transactions contemplated hereby and further agrees that
service of any process, summons, notice or document by U.S. mail to its
respective address set forth in this Agreement shall be effective service of
process for any Litigation brought against it in any such court.  Each of the parties hereto hereby irrevocably
and unconditionally waives any objection to the laying of venue of any
Litigation arising out of this Agreement or the transactions contemplated
hereby in the courts of the State of Delaware, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such Litigation brought in any such court has been brought in an
inconvenient forum.  Each of the parties
irrevocably and unconditionally waives, to the fullest extent permitted by applicable
law, any and all rights to trial by jury in connection with any Litigation
arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


Section 6.13.          Remedies;
Limitation on Liability.  (a) 
Except as otherwise provided herein, any and all remedies herein expressly
conferred upon a party shall be deemed cumulative with and not exclusive of any
other remedy conferred hereby, or by law or equity upon such party, and the
exercise by a party of any one remedy shall not preclude the exercise of any
other remedy.  The parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached.   It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which the parties are entitled at law or in equity.


 


(b)  In no event shall the Issuer have any liability to any Holder
or other Person under this Agreement for any act or failure to act by the Lead
Holder in accordance with the terms hereof, each of which Holder agrees that
its sole remedy, whether at equity or in law, in any such case shall be against
the Lead Holder, and further agrees not to bring any action against the Issuer
or any of Affiliates in connection with any such act or failure to act by the
Lead Holder.  Except in respect of the
Issuer’s indemnification obligations under Article V of this Agreement,
each Holder (other than the Lead Holder) hereby assigns to the Lead Holder such
Holder’s right under this Agreement to bring any action or to pursue any remedy
against the Issuer or any of its Affiliates for any breach or violation, or any
alleged or threatened breach or violation, by the Issuer of its obligations
under this Agreement, and each such Holder (other than the Lead Holder) hereby
agrees not to directly bring any such action or to pursue any such remedy
against the Issuer or any of its Affiliates therefor.  The Issuer agrees not to challenge the
standing of the Lead Holder to bring any such claim or cause of action or
pursue any remedy in the name of the Lead Holder on behalf of a Holder.  Any Holder and the Lead Holder may execute
such 


 


25

















 


instruments, including an assignment of any claims, as may be necessary
to permit the Leader Holder to validly pursue any action or remedy on behalf of
a Holder pursuant to this Section 6.13 and to preserve any injured Holder’s
right to receive any recovery obtained by the Lead Holder on behalf of such
Holder.


 


Section 6.14.          Confidentiality.  Each Holder agrees not to (and to cause any
Hedging Counterparty to a Hedging Transaction with such Holder not to) disclose
without the prior written consent of the Issuer any information (i) regarding
the Issuer’s exercise of any of its rights under Section 2.05 or Section 3.01(f) or
(ii) obtained pursuant to this Agreement which the Issuer identifies to be
proprietary to the Issuer or otherwise confidential. Notwithstanding the
foregoing, each Holder or Hedging Counterparty may disclose such information to
such of its agents, employees, advisors and counsel as have a need to know such
information provided that such Holder shall cause such agents, employees,
advisors and counsel to comply with the requirements of this Section 6.14,
provided, that such Holder or
Hedging Counterparty may disclose such information if (and only to the extent
that) (A) such disclosure is necessary to permit a Holder to enforce its
rights under this Agreement or (B) such disclosure is required by legal
process, but such Holder or Hedging Counterparty shall cooperate with the
Issuer to limit the extent of such disclosure through protective order or
otherwise, and to seek confidential treatment of such information. Each Holder
further acknowledges, understands and agrees (and shall cause any such Hedging
Counterparty to agree) that any confidential information will not be utilized
in connection with purchases and/or sales of the Issuer’s securities except in
compliance with applicable state and federal antifraud statutes.


 


Section 6.15.          Termination.  This Agreement (other than Article V and
Article VI) shall terminate and be of no further force and effect at the
first such time as there are no Registrable Shares or, if earlier, at such time
as the Issuer has registered pursuant to this Agreement an aggregate number of
sales or transfers of Registrable Shares or other shares of Common Stock equal
to the Total Registrable Amount (it being specified, for the avoidance of
doubt, that a sale or transfer of a Registrable Share or other share of Common
Stock shall be considered to have been registered for purposes of this Section 6.15
in the circumstances specified in the last sentence of Section 2.04(a)); provided, that any such termination
shall not relieve any party of any liability for any breach of this Agreement
prior to such termination.


 


26

















 


IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first written above.


 


	
  Liberty Media Corporation,

  	
   

  	
  TICKETMASTER, a Delaware corporation

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Craig Troyer

  	
   

  	
  /s/ Joanne Hawkins

  
	
  Name:

  	
  Craig Troyer

  	
   

  	
  Name:

  	
  Joanne Hawkins

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Liberty USA Holdings, LLC

  	
   

  	
   

  
	
  a Delaware limited liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Liberty Programming Company LLC, its

  sole member and manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: LMC Capital LLC, its sole member and

  manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Craig Troyer

  	
   

  	
   

  
	
  Name:

  	
  Craig Troyer

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  



 


 


[Signature Page to Ticketmaster Registration Rights Agreement
(Liberty)]


 

















 


ANNEX A


 


PLAN
OF DISTRIBUTION


 


Each of the selling stockholders, including certain transferees who may
later hold its interest in the shares covered by this prospectus and who are
otherwise entitled to resell the shares using this prospectus, may sell the
shares covered by this prospectus from time to time in any legal manner
selected by the selling stockholder, including directly to purchasers or
through underwriters, broker-dealers or agents, who may receive compensation in
the form of discounts, concessions or commissions from the selling stockholder
or the purchasers.  These discounts,
concessions or commissions as to any particular underwriter, broker-dealer or
agent may be in excess of those customary in the types of transactions involved.  The selling stockholders will act independently
of us in making decisions with respect to the timing, manner and size of each
sale of the shares covered by this prospectus.


 


Each selling stockholder has advised us that its shares may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at prices related to the prevailing market prices, at varying
prices determined at the time of sale and/or at negotiated prices. These sales
may be effected in one or more transactions, including:


 


·                  on the New York Stock Exchange or the
Nasdaq Stock Market;


 


·                  in the over-the-counter market;


 


·                  in transactions otherwise than on the
New York Stock Exchange or the Nasdaq Stock Market or in the over-the-counter
market; or


 


·                  any combination of the foregoing.


 


In addition, the selling stockholders may
also enter into hedging and/or monetization transactions. For example, a
selling stockholder may:


 


·                  enter into transactions with a
broker-dealer or affiliate of a broker-dealer or other third party in connection
with which that other party will become a selling stockholder and engage in
short sales of shares under this prospectus, in which case the other party may
use shares received from the selling stockholder to close out any short
positions;


 


·                  itself sell short the shares under
this prospectus and use the securities held by it to close out any  short position;


 


·                  enter into options, forwards or other
transactions that require the selling stockholder to deliver, in a transaction
exempt from registration under the Securities Act, the securities to a
broker-dealer or an affiliate of a broker-dealer or other third party who may
then become a selling stockholder and publicly resell or otherwise transfer the
securities under this prospectus; or


 


·                  loan or pledge the securities to a
broker-dealer or affiliate of a broker-dealer or other third party who may
then  become a selling stockholder and
sell the loaned securities 


 


A-1

















 


or, in an event of default in the case of a
pledge, become a selling stockholder and sell the pledged securities, under
this prospectus.


 


Each selling stockholder has advised us that it has not entered into
any agreements, arrangements or understandings with any underwriter,
broker-dealer or agent regarding the sale of its shares. However, we are
required, under a registration rights agreement relating to the shares being
sold under this prospectus, to enter into customary underwriting and other
agreements in connection with the distribution of the securities under this
prospectus.  The specific terms of any
such underwriting or other agreement will be disclosed in a supplement to this
prospectus filed with the SEC under Rule 424(b) under the Securities
Act, or, if appropriate, a post-effective amendment to the registration
statement of which this prospectus forms a part.  Each selling stockholder may sell any or all
of the shares offered by it pursuant to this prospectus.  In addition, there can be no assurance that
any selling stockholder will not transfer, devise or gift its shares by other
means not described in this prospectus.


 


There can be no assurance that a selling stockholder will sell any or
all of its shares pursuant to this prospectus. In addition, any shares covered
by this prospectus that qualify for sale pursuant to Rule 144 of the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.


 


The aggregate proceeds to a selling stockholder from the sale of the
shares offered by it will be the purchase price of the shares less discounts
and commissions, if any. If the shares are sold through underwriters or
broker-dealers, the selling stockholder will be responsible for underwriting
discounts and commissions and/or agent’s commissions. We will not receive any
of the proceeds from the sale of the shares covered by this prospectus.


 


In order to comply with the securities laws of some states, if
applicable, the shares may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
shares may not be sold unless they have been registered or qualified for sale
or an exemption from registration or qualification requirements is available
and is complied with.


 


Any underwriters, broker-dealers or agents that participate in the sale
of the securities may be deemed to be “underwriters” within the meaning of Section 2(11)
of the Securities Act.  As a result, any
profits on the sale of the shares by the selling stockholder and any discounts,
commissions or concessions received by any such broker-dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act.


 


To the extent required, the shares to be sold, the names of the selling
stockholders, the respective purchase prices and public offering prices, the
names of any agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.


 


We have agreed to indemnify each selling stockholder and its directors,
officers and controlling Persons against certain liabilities, including
specified liabilities under the Securities Act, or to contribute with respect
to payments which the selling stockholder may be required to make in respect of
such liabilities. The selling stockholder has agreed to indemnify us for 


 


A-2

















 


liabilities arising under the Securities Act with respect to written
information furnished to us by it or to contribute with respect to payments in
connection with such liabilities.


 


We have agreed to pay certain costs, fees and expenses incident to our
registration of the resale of the selling stockholder’s shares, excluding legal
fees of the selling stockholders, commissions, fees and discounts of
underwriters, brokers, dealers and agents and certain other expenses.


 


Under our registration rights agreement with the selling stockholders,
we will use our commercially reasonable efforts to keep the registration
statement of which this prospectus is a part continuously effective, subject to
customary suspension periods, until the earlier of (i) the 30th day (or,
if such registration statement is on Form S-3, the 90th day) after such
registration statement is initially declared effective, and (ii) the date
that there are no longer any securities covered by such registration statement.


 


Our obligation to keep the registration statement to which this
prospectus relates effective is subject to specified, permitted exceptions. In
these cases, we may suspend offers and sales of the shares pursuant to the
registration statement to which this prospectus relates.


 


A-3