Exhibit 10.36


 


TAX SHARING AGREEMENT


 


BETWEEN


 


LIBERTY MEDIA CORPORATION


 


AND


 


LIBERTY ENTERTAINMENT, INC.


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 1.         Definition
  of Terms

  	
  2

  
	
   

  	
   

  
	
  SECTION 2.         Allocation
  of Taxes and Tax-Related Losses

  	
  11

  
	
   

  	
   

  
	
  2.1

  	
  Allocation of Taxes

  	
  11

  
	
  2.2

  	
  Special Rules

  	
  12

  
	
  2.3

  	
  Tax Payments

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 3.         Preparation
  and Filing of Tax Returns

  	
  13

  
	
   

  	
   

  
	
  3.1

  	
  Combined Returns

  	
  13

  
	
  3.2

  	
  Separate Returns

  	
  13

  
	
  3.3

  	
  Provision of Information

  	
  13

  
	
  3.4

  	
  Special
  Rules Relating to the Preparation of Tax Returns

  	
  14

  
	
  3.5

  	
  Refunds, Credits or
  Offsets

  	
  16

  
	
  3.6

  	
  Carrybacks

  	
  17

  
	
  3.7

  	
  Amended Returns

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.         Tax
  Payments

  	
  18

  
	
   

  	
   

  
	
  4.1

  	
  Payment of Taxes to Tax
  Authority

  	
  18

  
	
  4.2

  	
  Indemnification Payments

  	
  18

  
	
  4.3

  	
  Interest on Late Payments

  	
  18

  
	
  4.4

  	
  Tax Consequences of Payments

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 5.         Assistance
  and Cooperation

  	
  19

  
	
   

  	
   

  
	
  5.1

  	
  Cooperation

  	
  19

  
	
  5.2

  	
  Supplemental Rulings

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 6.         Tax
  Records

  	
  20

  
	
   

  	
   

  
	
  6.1

  	
  Retention of Tax Records

  	
  20

  
	
  6.2

  	
  Access to Tax Records

  	
  20

  
	
  6.3

  	
  Confidentiality

  	
  21

  
	
  6.4

  	
  Delivery of Tax Records

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 7.         Restriction
  on Certain Actions of LMC and LEI; Indemnity

  	
  21

  
	
   

  	
   

  
	
  7.1

  	
  Restrictive Covenants

  	
  21

  
	
  7.2

  	
  LMC Indemnity

  	
  22

  
	
  7.3

  	
  LEI Indemnity

  	
  23

  
	
  7.4

  	
  Scope

  	
  23

  
	
  7.5

  	
  Notices of Tax Contests
  (Other than Third Party Claims)

  	
  23

  
	
  7.6

  	
  Control of Tax Contests
  (Other than Third Party Claims)

  	
  24

  
	
  7.7

  	
  Cooperation

  	
  24

  
	
  7.8

  	
  Third Party Claims

  	
  24

  



 


i

















 


	
  7.9

  	
  Other Claims

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 8.         General
  Provisions

  	
  25

  
	
   

  	
   

  
	
  8.1

  	
  Termination

  	
  25

  
	
  8.2

  	
  Predecessors or Successors

  	
  25

  
	
  8.3

  	
  Expenses

  	
  26

  
	
  8.4

  	
  Governing Law

  	
  26

  
	
  8.5

  	
  Waiver of Jury Trial

  	
  26

  
	
  8.6

  	
  Notices

  	
  26

  
	
  8.7

  	
  Counterparts

  	
  27

  
	
  8.8

  	
  Binding Effect; Assignment

  	
  27

  
	
  8.9

  	
  Severability

  	
  28

  
	
  8.10

  	
  Amendments; Waivers

  	
  28

  
	
  8.11

  	
  Effective Date

  	
  29

  
	
  8.12

  	
  Change in Law

  	
  29

  
	
  8.13

  	
  Authorization, Etc.

  	
  29

  
	
  8.14

  	
  No Third Party
  Beneficiaries

  	
  29

  
	
  8.15

  	
  Entire Agreement

  	
  29

  
	
  8.16

  	
  No Strict Construction;
  Interpretation

  	
  29

  
	
  8.17

  	
  Headings

  	
  30

  
	
  8.18

  	
  Assignment of Rights under
  the Tax Matters Agreement

  	
  30

  



 


ii

















 


TAX SHARING AGREEMENT


 


THIS
TAX SHARING AGREEMENT (this “Agreement”) is entered into as of November 19, 2009, between
Liberty Media Corporation, a Delaware corporation (“LMC”), and Liberty
Entertainment, Inc., a Delaware corporation (“LEI”). Unless
otherwise indicated, all “Section” references in this Agreement are to sections
of this Agreement.


 


RECITALS


 


WHEREAS,
LEI is a wholly owned subsidiary of LMC; and


 


WHEREAS,
the Board of Directors of LMC has determined that it would be appropriate and
desirable for LMC to separate the LEI Group from the LMC Group; and


 


WHEREAS,
the Board of Directors  of LEI has also approved such
transaction; and


 


WHEREAS, following the Contribution, LMC intends to distribute its
entire interest in the stock of LEI to holders of Liberty Entertainment Common
Stock (the “Distribution”), in what is intended to qualify as a tax-free
transaction described under Sections 368(a), 355, and 361 of the Code; and


 


WHEREAS, the parties set forth in the Reorganization Agreement the principal
arrangements between them regarding the separation of the LEI Group from the
LMC Group; and


 


WHEREAS, LMC, LEI, Holdings, Merger Sub One, Merger Sub Two and DTV
have entered into the Merger Agreement; and


 


WHEREAS, pursuant to the Malone Agreement and the Merger Agreement,
provided that the conditions set forth in the Malone Agreement and the Merger
Agreement have been satisfied (or if permitted, waived), following the
Distribution, (i) the Malone Contribution will occur, and (ii) Merger
Sub One, a direct wholly-owned Subsidiary of Holdings, will merge with and into
DTV, with DTV as the surviving corporation (the “DTV Merger”) and following the
DTV Merger, DTV will be a wholly-owned Subsidiary of Holdings; and


 


WHEREAS, immediately following the DTV Merger, Merger Sub Two will
merge with and into LEI, with LEI as the surviving corporation (the “LEI
Merger”) and following the LEI Merger, LEI will be a wholly-owned direct
Subsidiary of Holdings; and


 


WHEREAS,
the parties desire to provide for and agree upon the allocation between the
parties of liabilities for Taxes arising prior to, as a result of, and
subsequent to the Distribution, and to provide for and agree upon other matters
relating to Taxes.


 


1

















 


NOW,
THEREFORE, in consideration of the foregoing and the covenants and agreements
set forth below, and intending to be legally bound hereby, LMC and LEI hereby
agree as follows:


 


SECTION 1. Definition of Terms. For purposes of
this Agreement (including the recitals hereof), the following terms have the
following meanings:


 


“Affiliate”
means with respect to any Person, any other Person that directly or indirectly,
through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such first Person. For the avoidance of doubt, (v) neither
DTV nor any of its Subsidiaries will be treated as Affiliates of any party
hereto or any member of such party’s Group during any period in which (1) such
party beneficially owns less than 50% of the outstanding common stock of DTV or
(2) if such party beneficially owns 50% or more of the outstanding common
stock of DTV, such party’s right to vote such shares of common stock of DTV in
its sole discretion is restricted or limited pursuant to any agreement or
arrangement to which DTV or any of its Subsidiaries is a party, including the
Letter Agreement, dated as of May 6, 2008, by and among DTV, LMC,
Greenlady Corp. and Greenlady II, LLC; (w) neither IAC/InteractiveCorp nor
Expedia, Inc., nor any of their respective Subsidiaries, will be treated
as Affiliates of any member of the LMC Group or the LEI Group; (x) Game
Show Network, LLC and its Subsidiaries will be treated as Affiliates of LEI; (y) no
member of the LEI Group will be treated as an Affiliate of any member of the
LMC Group; and (z) no member of the LMC Group will be treated as an
Affiliate of any member of the LEI Group.


 


“Agreement”
has the meaning set forth in the preamble hereof.


 


“business
day” means any day other than a Saturday, Sunday or a day on which banking
institutions in New York City, New York or London, England are authorized or
required by law or executive order to close.


 


“Closing
of the Books Method” means the apportionment of items between portions of a
Taxable period based on a closing of the books and records as of the end of the
day on the Distribution Date (as if the Distribution Date were the end of the
Taxable period), provided that any items not susceptible to such apportionment
shall be apportioned pro rata on the basis of elapsed days during the relevant
portion of the Taxable period.


 


“Code” means the U.S. Internal Revenue Code of 1986, as amended from
time to time, or any successor law.


 


“Combined Return” means a consolidated, combined or unitary Tax Return
that includes, by election or otherwise, one or more members of the LMC Group
and one or more members of the LEI Group.


 


“Company”
means LMC or LEI, as the context requires.


 


2

















 


“Compensatory
Equity Interests” means options, stock appreciation rights, restricted stock,
stock units or other rights with respect to LMC stock or LEI Stock that are
granted on or prior to the Distribution Date by LMC, LEI or any of their
respective Subsidiaries (including, for the avoidance of doubt, options, stock
appreciation rights, restricted stock, stock units or other rights issued in
substitution for any of the foregoing by reason of the Malone Contribution or
the LEI Merger or any other LEI Transaction) in connection with employee or
director compensation or other employee benefits.


 


“Contribution” means the contribution by Liberty Media LLC, a Delaware
limited liability company, to LEI of its entire interest in each of Liberty
Genius, Inc., Liberty Freedom, LLC, Greenlady Corp. and LDIG, LLC, and the
full amount of any intercompany receivable due to LMC from LDIG Gamenet, LLC.


 


“Control” means, with respect to any Person, the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through ownership of securities or
partnership, membership, limited liability company, or other ownership
interests, by contract or otherwise and the terms “Controlling” and
“Controlled” have meanings correlative to the foregoing.


 


“Delaware
Chancery Court” has the meaning set forth in Section 8.4. 


 


“Disclosing
Party” has the meaning set forth in Section 6.3. 


 


“Distribution”
has the meaning set forth in the recitals hereof. 


 


“Distribution
Date” means the date on which the Distribution occurs. 


 


“DTV”
means The DIRECTV Group, Inc., a Delaware corporation. 


 


“DTV
Merger” has the meaning set forth in the recitals hereto. 


 


“Due
Date” has the meaning set forth in Section 4.3.


 


“Effective
Time” means the time at which the Distribution is effected on the Distribution
Date.


 


“Employing
Party” has the meaning set forth in Section 3.4(d)(i).


 


“Final
Determination” means a determination within the meaning of Section 1313 of
the Code or any similar provision of state or local Tax Law.


 


“Group”
means the LMC Group or the LEI Group, as
the context requires.


 


“Holdings”
means DIRECTV, a Delaware corporation and a direct wholly-owned subsidiary of
DTV.


 


3

















 


“Income Tax” means all Taxes (i) based upon, measured by, or
calculated with respect to, net income, net profits or deemed net profits
(including any capital gains Tax, minimum Tax based upon, measured by, or
calculated with respect to, net income, net profits or deemed net profits, any
Tax on items of Tax preference and depreciation recapture or clawback, but not
including sales, use, real or personal property, gross or net receipts, gross
profits, transfer and similar Taxes), (ii) imposed by a foreign country
which qualify under Section 903 of the Code or (iii) based upon,
measured by, or calculated with respect to multiple bases (including, but not
limited to, corporate franchise and occupation Taxes) if such Taxes may be
based upon, measured by, or calculated with respect to one or more bases described
in clause (i) above.


 


“Interest
Rate” means the Rate determined below, as adjusted as of each Interest Rate
Determination Date. The “Rate,” means, with respect to each period between two
consecutive Interest Rate Determination Dates, a rate determined at
approximately 11:00 a.m., London time, two London business days before the
first Interest Rate Determination Date equal to the greater of: (x) the
sum of (i) the six month dollar LIBOR rate as displayed on page “LR”
of Bloomberg (or such other appropriate page as may replace such page),
plus (ii) 2%, and (y) the interest rate that would be applicable at
such time to a “large corporate underpayment” (within the meaning of Section 6621(c) of
the Code) under Sections 6601 and 6621 of the Code. Interest will be calculated
on the basis of a year of 365 days and the actual number of days for which due.


 


“Interest Rate Determination Date” means the Due Date and each March 31,
June 30, September 30 and December 31 thereafter.


 


“IRS”
means the Internal Revenue Service.


 


“IRS
Submissions” means the Ruling Request, each supplemental submission and any
other correspondence or supplemental materials submitted to the IRS in
connection with obtaining the Ruling.


 


“issuing
corporation” has the meaning set forth in Section 3.4(d)(ii).


 


“LDIG
Gamenet Restructuring” means the transactions contemplated by Step 8 of the
Restructuring Plan attached as  Schedule 1.1 to the Reorganization
Agreement.


 


“LEI”
has the meaning set forth in the preamble hereof.


 


“LEI
Asset Successor” has the meaning set forth in Section 8.8(b).


 


“LEI
Group” means (x) with respect to any Tax Year (or portion thereof) ending
at or before the Effective Time, LEI and each of its Subsidiaries at the
Effective Time; and (y) with respect to any Tax Year (or portion thereof)
beginning after the Effective Time, LEI and each Subsidiary of LEI (but only
while such Subsidiary is a Subsidiary of LEI).


 


4

















 


“LEI
Indemnitees” has the meaning set forth in Section 7.2.


 


“LEI
Merger” has the meaning set forth in the recitals hereto.


 


“LEI
Stock” means the Series A LEI common stock, par value $.01 per share, the Series B
LEI common stock, par value $.01 per share, and if and when issued, the Series C
LEI common stock, par value $.01 per share, and any series or class of stock
into which the Series A, Series B, or Series C LEI common stock
is redesignated, reclassified, converted or exchanged following the Effective
Time (including stock of Holdings pursuant to the Malone Contribution and the
LEI Merger).


 


“LEI
Successor” has the meaning set forth in Section 8.8(b).


 


“LEI
Successor Entity” has the meaning set forth in Section 8.8(b).


 


“LEI
Successor Parent” has the meaning set forth in Section 8.8(b).


 


“LEI
Transaction” means the LEI Merger and any other asset transfer, business
combination or other transaction described in Section 8.8(b) pursuant
to which any Person becomes an LEI Successor.


 


“Liberty
Entertainment Common Stock” means the Series A Liberty Entertainment
common stock, par value $.01 per share, and the Series B Liberty
Entertainment common stock, par value $.01 per share.


 


“LMC”
has the meaning set forth in the preamble hereof.


 


“LMC
Group” means LMC and each Subsidiary of LMC (but only while such Subsidiary is
a Subsidiary of LMC) other than any Person that is a member of the LEI Group
(but only during the period such Person is treated as  a member of the LEI Group).


 


“LMC
Indemnitees” has the meaning set forth in Section 7.3.


 


“LMC Section 355(e) Event” means the application of Section 355(e) of
the Code to the Distribution as a result of the Distribution being “part of a
plan (or series of related transactions) pursuant to which 1 or more persons
acquire directly or indirectly stock representing a 50-percent or greater
interest” in LMC (within the meaning of Section 355(e) of the Code).


 


“Losses”
means any and all damages, losses, deficiencies, liabilities, obligations,
penalties, judgments, settlements, claims, payments, fines, interest, costs and
expenses (including the fees and expenses of any and all actions and demands,
assessments, judgments, settlements and compromises relating thereto and the
costs and expenses of attorneys’, accountants’, consultants’ and other
professionals’ fees and expenses incurred in the investigation or defense
thereof or the enforcement of rights hereunder); provided,
however, that “Losses” shall exclude any special or punitive
damages; provided, further, that the
foregoing proviso will not be interpreted to limit


 


5

















 


indemnification
for Losses incurred as  a result of the assertion by
a claimant (other than the parties hereto and their successors and assigns) in
a third-party claim for special or punitive damages.


 


“Malone
Agreement” has the meaning given to such term in the Merger Agreement.


 


“Malone
Contribution” has the meaning given to such term in the Merger Agreement.


 


“Merger
Agreement” means the Agreement and Plan of Merger, dated as of May 3,
2009, as amended, by and among LMC, LEI, Holdings, Merger Sub One, Merger Sub
Two and DTV.


 


“Merger
Agreement Date” means the date of execution of the Merger Agreement.


 


“Merger
Effective Time” has the meaning given to such term in the Merger Agreement.


 


“Merger Sub One” means DTVG One, Inc., a Delaware corporation and
a direct wholly-owed Subsidiary of Holdings.


 


“Merger Sub Two” means DTVG Two, Inc., a Delaware corporation and
a direct wholly-owed Subsidiary of Holdings.


 


“News”
means News Corporation, a Delaware corporation.


 


“News Distributions” means “Distribution 1,” “Distribution 2,”
“Distribution 3,” “Distribution 4,” and “Distribution 5,” in each case as
defined in the News Rulings.


 


“News IRS Submissions” means the News Ruling Requests, each
supplemental submission and any other correspondence or supplemental materials
submitted to the IRS in connection with obtaining the News Rulings.


 


“News Tax-Related Losses” mean any Losses resulting from the failure of
any of the News Transactions to qualify (i) as a tax-free transaction
described under Sections 368(a), 355 and/or 361 of the Code, as applicable, or (ii) in
whole for nonrecognition of income, gain and loss for U.S. federal income tax
purposes to News, each of its Subsidiaries immediately prior to the News
Transactions, LMC and each of its Subsidiaries on February 27, 2008.


 


“News
Opinions” means the tax opinion delivered by Baker Botts L.L.P. to LMC, and the
tax opinion delivered by Skadden, Arps, Slate, Meagher & Flom LLP to
News, in connection with the News Transactions.


 


6

















 


“News Ruling Requests” means the requests for rulings, dated February 26,
2007 and March 20, 2007, filed by News and LMC with the IRS in connection
with the News Transactions.


 


“News Rulings” means PLR 200812003 that was issued to News on September 25,
2007 and PLR 200812004 that was issued to LMC on September 25, 2007.


 


“News
Tax Materials” means (i) the News Rulings, (ii) each News IRS
Submission, (iii) the representation letters delivered by LMC to Baker
Botts L.L.P. and Skadden, Arps, Slate, Meagher & Flom LLP in
connection with the delivery of the News Opinions, and (iv) any other
materials delivered by LMC in connection with the rendering by Baker Botts
L.L.P. and Skadden, Arps, Slate, Meagher & Flom LIP of the News
Opinions or the issuance by the IRS of the News Rulings.


 


“News
Transactions” means “Contribution 1,” “Contribution 2,” and “Contribution 3,”
in each case as defined in the News Rulings, and each of the News
Distributions.


 


“News
Transaction Taxes” means any Taxes resulting from the News Transactions.


 


“Non-Preparer” means the Company that is not responsible for the
preparation and filing of the applicable Tax Return pursuant to Sections 3.1 or
3.2.


 


“Payment Date” means (x) with respect to any U.S. federal income
tax return, the due date for any required installment of estimated taxes
determined under Code Section 6655, the due date (determined without
regard to extensions) for filing the return determined under Code Section 6072,
and the date the return is filed, and (y) with respect to any other Tax
Return, the corresponding dates determined under the applicable Tax Law.


 


“Person” means any individual, corporation, company, partnership,
trust, incorporated or unincorporated association, joint venture or other
entity of any kind.


 


“Post-Distribution
Period” means any Tax Year or other Taxable period beginning after the
Distribution Date and, in the case of any Straddle Period, that part of the Tax
Year or other taxable period that begins at the beginning of the day after the
Distribution Date.


 


“Pre-Distribution
Period” means any Tax Year or other taxable period that ends on or before the
Distribution Date and, in the case of any Straddle Period, that part of the Tax
Year or other taxable period through the end of the day on the Distribution
Date.


 


“Preparer” means the Company that is responsible for the preparation
and filing of the applicable Tax Return pursuant to Sections 3.1 or 3.2.


 


7






 










 


“Receiving
Party” has the meaning set forth in Section 6.3.


 


“Reorganization
Agreement” means the Reorganization Agreement between LMC and LEI dated November 9,
2009.


 


“Requesting
Party” has the meaning set forth in Section 5.2(a).


 


“Restructuring”
has the meaning assigned to such term in the Reorganization Agreement.


 


“Ruling”
means PLR 103888-09 that was issued to LMC on October 22, 2009.


 


“Ruling
Request” means the request for rulings, dated January 16, 2009, filed by
LMC with the IRS in connection with the Distribution, as the same shall have
been amended or supplemented.


 


“Separate
Return” means (a) in the case of any Tax Return required to be filed by
any member of the LMC Group (including any consolidated, combined or unitary
Tax Return), any such Tax Return that does not include any member of the LEI
Group, and (b) in the case of any Tax Return required to be filed by any
member of the LEI Group (including any consolidated, combined or unitary Tax
Return), any such Tax Return that does not include any member of the LMC Group.


 


“Straddle Period” means any Taxable period commencing on or prior to,
and ending after, the Distribution Date.


 


“Subsidiary”
when used with respect to any Person, means (i)(A) a corporation a
majority in voting power of whose share capital or capital stock with voting
power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by such Person, by one or more Subsidiaries of
such Person, or by such Person and one or more Subsidiaries of such Person,
whether or not such power is subject to a voting agreement or similar
encumbrance, (B) a partnership or limited liability company in which such
Person or a Subsidiary of such Person is, at the date of determination, (1) in
the case of a partnership, a general partner of such partnership with the power
affirmatively to direct the policies and management of such partnership or (2) in
the case of a limited liability company, the managing member or, in the absence
of a managing member, a member with the power affirmatively to direct the
policies and management of such limited liability company, or (C) any
other Person (other than a corporation) in which such Person, one or more
Subsidiaries of such Person or such Person and one or more Subsidiaries of such
Person, directly or indirectly, at the date of determination thereof, has or
have (1) the power to elect or direct the election of a majority of the
members of the governing body of such Person, whether or not such power is
subject to a voting agreement or similar encumbrance, or (2) in the
absence of such a governing body, at least a majority ownership interest or (ii) any
other Person of which an aggregate of 50% or more of the equity interests are,
at the time, directly or indirectly, owned by such Person and/or one or more
Subsidiaries of such Person. For


 


8

















 


purposes
of the foregoing, (x) neither DTV nor any of its Subsidiaries will be
treated as Subsidiaries of any party hereto during any period in which (1) such
party beneficially owns less than 50% of the outstanding common stock of DTV or
(2) if such party beneficially owns 50% or more of the outstanding common
stock of DTV, such party’s right to vote such shares of common stock of DTV in
its sole discretion is restricted or limited pursuant to any agreement or
arrangement to which DTV or any of its Subsidiaries is a party, including the
Letter Agreement, dated as of May 6, 2008, by and among DTV, LMC,
Greenlady Corp. and Greenlady II, LLC; and (y) neither IAC/InteractiveCorp
nor Expedia, Inc., nor any of their respective Subsidiaries, will be
treated as Subsidiaries of LMC.


 


“Supplemental IRS Submissions” means any request for a Supplemental
Ruling, each supplemental submission and any other correspondence or
supplemental materials submitted to the IRS in connection with obtaining any
Supplemental Ruling.


 


“Supplemental Ruling” means any private letter ruling obtained by LMC
or LEI from the IRS which supplements or otherwise modifies the Ruling.


 


“Tax” or “Taxes” means any income, gross income, gross receipts,
profits, capital stock, franchise, withholding, payroll, social security,
workers compensation, employment, unemployment, disability, property, ad
valorem, stamp, excise, severance, occupation, service, sales, use, license,
lease, transfer, import, export, value added, alternative minimum, estimated or
other similar tax (including any fee, assessment, or other charge in the nature
of or in lieu of any tax) imposed by any Tax Authority and any interest,
penalties, additions to tax, or additional amounts in respect of the foregoing.


 


“Tax Authority” means, with respect to any Tax, the governmental entity
or political subdivision, agency, commission or authority thereof that imposes
such Tax, and the agency, commission or authority (if any) charged with the
assessment, determination or collection of such Tax for such entity or
subdivision.


 


“Tax
Contest” means an audit, review, examination, or any other administrative or
judicial proceeding with the purpose, potential or effect of redetermining
Taxes of any member of either Group (including any administrative or judicial
review of any claim for refund).


 


“Tax
Counsel” means Skadden, Arps, Slate, Meagher & Flom LLP.


 


“Tax
Item” means, with respect to any Tax, any item of income, gain, loss,
deduction, credit or other attribute that may have the effect of increasing or
decreasing any Tax.


 


“Tax
Law” means the law of any governmental entity or political subdivision thereof,
and any controlling judicial or administrative interpretations of such law,
relating to any Tax.


 


9

















 


“Tax Materials” means (i) the Ruling and each Supplemental Ruling
issued by the IRS in connection with the Distribution, (ii) each IRS Submission
and Supplemental IRS Submission, (iii) the representation letters
delivered to Tax Counsel in connection with the delivery of the Tax Opinions,
and (iv) any other materials delivered or deliverable by LMC, LEI and
others in connection with the rendering by Tax Counsel of the Tax Opinions or
the issuance by the IRS of any Ruling or Supplemental Ruling.


 


“Tax Matters Agreement” means the Tax Matters Agreement entered into as
of December 22, 2006, by and among News and LMC.


 


“Tax Opinions” means the opinions to be delivered by Tax Counsel to LMC
and LEI in connection with the Distribution to the effect that (i) the
Contribution and the Distribution will qualify as a tax-free transaction
described under Sections 368(a) and 355 of the Code to LMC and the holders
of Liberty Entertainment Common Stock (except, in the case of the holders of
Liberty Entertainment Common Stock, with respect to cash received in lieu of
fractional shares), and (ii) the Distribution will not affect the tax-free
treatment under Sections 368(a) and/or 355 of the Code of, and will not
cause Section 355(e) of the Code to apply to, any of the News
Distributions.


 


“Tax Records” means Tax Returns, Tax Return work papers, documentation
relating to any Tax Contests, and any other books of account or records
required to be maintained under applicable Tax Laws (including but not limited
to Section 6001 of the Code) or under any record retention agreement with
any Tax Authority.


 


“Tax
Return” means any report of Taxes due, any claims for refund of Taxes paid, any
information return with respect to Taxes, or any other similar report,
statement, declaration, or document filed or required to be filed (by paper,
electronically or otherwise) under any applicable Tax Law, including any
attachments, exhibits, or other materials submitted with any of the foregoing,
and including any amendments or supplements to any of the foregoing.


 


“Tax
Year” means, with respect to any Tax, the year, or shorter period, if
applicable, for which the Tax is reported as provided under applicable Tax Law.


 


“Third
Party Claim” has the meaning set forth in Section 7.8.


 


“Transaction Taxes” means any Taxes resulting from the Restructuring
and the Distribution, other than (i) Transfer Taxes, and (ii) subject
to the following proviso, any Taxes attributable to “deferred intercompany
transactions” or “excess loss accounts” (as those terms are defined by Treasury
Regulations); provided that, Transaction
Taxes shall include Taxes attributable to “deferred intercompany transactions”
or “excess loss accounts” that are created as a result of the transactions
comprising the Restructuring.


 


“Transaction
Tax-Related Losses” means any Losses resulting from the failure of (i) the
LDIG Gamenet Restructuring to qualify as a tax-free reorganization under Section 368(a) of
the Code, (ii) the Restructuring to qualify in whole for


 


10

















 


nonrecognition of income,
gain and loss for U.S. federal income tax purposes to LMC, LEI and each of
their respective Subsidiaries immediately prior to the Distribution, (iii) the
Contribution and Distribution to qualify as a tax-free transaction described
under Sections 368(a), 355 and 361 of the Code, or (iv) the Contribution
and Distribution to qualify in whole for nonrecognition of income, gain and
loss for U.S. federal income tax purposes to LMC, LEI, each of their respective
Subsidiaries at the Effective Time, and the holders of Liberty Entertainment
Common Stock that receive stock of LEI in the Distribution (except with respect
to cash received in lieu of fractional shares).


 


“Transfer Taxes” means all U.S. federal, state, local or foreign sales,
use, privilege, transfer, documentary, gains, stamp, duties, recording, and
similar Taxes and fees (including any penalties, interest or additions thereto)
imposed upon any party hereto or any of its Affiliates in connection with the
Restructuring or the Distribution.


 


“Treasury Regulations” means the regulations promulgated from time to time
under the Code as in effect for the relevant Tax Year.


 


SECTION 2. Allocation of Taxes and Tax-Related Losses


 


2.1                                    Allocation of
Taxes. Except as provided in Section 2.2
(Special Rules) and Section 3.4(d) (Compensatory Equity Interests),
Taxes shall be allocated as follows:


 


(a)                                  Combined
Returns.


 


(i)                                     Allocation
of Taxes for Combined Returns.     LMC shall be allocated: (A) all
Taxes that are attributable to members of the LMC Group and reported on, or
required to be reported on, a Combined Return; and (B) all Taxes that are
attributable to members of the LEI Group for the Pre-Distribution Period and
reported on, or required to be reported on, a Combined Return. LEI shall be
allocated all Taxes that are attributable to members of the LEI Group for the
Post-Distribution Period and reported on, or required to be reported on, a
Combined Return.


 


(ii)                                  Transactions
Occurring on the Distribution Date.     Notwithstanding
the provisions of Section 2.1(a)(i) (but subject to the provisions of
Section 2.2), Taxes attributable to any transaction or action taken by or
with respect to any member of the LEI Group outside the ordinary course of
business before the Distribution on the Distribution Date shall be allocated to
the Pre-Distribution Period, and Taxes attributable to any transaction or
action taken by or with respect to any member of the LEI Group outside the
ordinary course of business after the Distribution on the Distribution Date
shall be allocated to the Post-Distribution Period.


 


11

















 


(b)                                 Separate
Returns.


 


(i)                                     LEI
Separate Returns.     LEI shall be allocated all Taxes
that are attributable to members of the LEI Group and reported on, or required
to be reported on, a Separate Return that is required to be filed by a member
of the LEI Group.


 


(ii)                                  LMC
Separate Returns.     LMC shall be allocated all Taxes
that are attributable to members of the LMC Group and reported on, or required
to be reported on, a Separate Return that is required to be filed by a member
of the LMC Group.


 


(c)                                  Taxes
Not Reported on Tax Returns.     LEI shall be
allocated any Tax attributable to members of the LEI Group that is not required
to be reported on a Tax Return, and LMC shall be allocated any Tax attributable
to members of the LMC Group that is not required to be reported on a Tax
Return.


 


2.2                                 Special Rules.


 


(a)                                  Transaction
Taxes and Transaction Tax-Related Losses.   
 Notwithstanding any other
provision in this Section 2:


 


(i)                                     LEI shall be
allocated all Transaction Taxes and Transaction Tax-Related Losses other than
any Transaction Taxes and Transaction Tax-Related Losses allocated to LMC
pursuant to clause (ii) of this Section 2.2(a).


 


(ii)                                  LMC will be
allocated any Transaction Taxes (including corresponding state and local Taxes)
and Transaction Tax-Related Losses that (x) result primarily from,
individually or in the aggregate, any breach by LMC of any of its covenants set
forth in Section 7.1 hereof, (y) result from the Liberty
Entertainment Common Stock not being treated as stock of LMC for U.S. federal
income tax purposes, or (z) result from a LMC Section 355(e) Event.


 


(b)                                 News
Transaction Taxes and News Tax-Related Losses. Notwithstanding any other
provision in this Section 2:


 


(i)                                     LMC will be
allocated all News Transaction Taxes and News Tax-Related Losses other than any
News Transaction Taxes and News Tax-Related Losses allocated to LEI pursuant to
clause (ii) of this Section 2.2(b).


 


(ii)                                  LEI shall be
allocated any News Transaction Taxes (including corresponding state and local
Taxes) and News Tax-Related Losses that (x) result primarily from,
individually or in the aggregate, any breach by LEI of any of its covenants set
forth in Section 7.1 hereof, or (y) result from Section 355(e) of
the Code applying to any of the News Transactions as a result of the Distribution,
actions taken by LEI or its Subsidiaries following the Effective Time, or any
change in ownership (by vote or value) of LEI Stock following the Effective
Time, except to the extent that such News


 


12

















 


Transaction Taxes and News
Tax-Related Losses result primarily from, individually or in the aggregate, any
breach by LMC of any of its covenants set forth in Section 7.1 hereof.


 


(c)                                  Transfer
Taxes.     Notwithstanding
any other provision in this Section 2, all Transfer Taxes shall be
allocated 50% to LEI and 50% to LMC.


 


2.3                                    Tax Payments.     Each Company shall pay the Taxes allocated
to it by this Section 2 either to the applicable Tax Authority or to the
other Company (or, with respect to News Transaction Taxes, to the applicable
Tax Authority or News) in accordance with Section 4 and the other
applicable provisions of this Agreement.


 


SECTION 3. Preparation and Filing of Tax Returns.


 


3.1                                 Combined
Returns.


 


(a)                                  Preparation
of Combined Returns.     LMC shall be responsible for
preparing and filing (or causing to be prepared and filed) all Combined Returns
for any Tax Year.


 


3.2                                 Separate
Returns.


 


(a)                                  Tax
Returns to be Prepared by LMC.     LMC shall be responsible for
preparing and filing (or causing to be prepared and filed) all Separate Returns
which relate to one or more members of the LMC Group for any Tax Year.


 


(b)                                 Tax
Returns to be Prepared by LEI.     LEI shall be
responsible for preparing and filing (or causing to be prepared and filed) all
Separate Returns which relate to one or more members of the LEI Group for any Tax Year.


 


3.3                                 Provision of Information.


 


(a)                                  LMC shall
provide to LEI, and LEI shall provide to LMC, any information about members of
the LMC Group or the LEI Group, respectively, that the Preparer needs to
determine the amount of Taxes due on any Payment Date with respect to a Tax
Return for which the Preparer is responsible pursuant to Section 3.1 or
3.2 and to properly and timely file all such Tax Returns.


 


(b)                                 If a member of
the LEI Group supplies information to a member of the LMC Group, or a member of
the LMC Group supplies information to a member of the LEI Group, and an officer
of the requesting member intends to sign a statement or other document under
penalties of perjury in reliance upon the accuracy of such information, then a
duly authorized officer of the member supplying such information shall certify,
to the best of such officer’s knowledge, the accuracy of the information so
supplied.


 


13

















 


3.4                                 Special
Rules Relating to the Preparation of Tax Returns.


 


(a)                                  In
General.     All Tax Returns
that include any members of the LEI Group or LMC Group, or any of their
respective Affiliates, shall be prepared in a manner that is consistent with
the Ruling Request, the Ruling, and the Tax Opinions. Except as otherwise set
forth in this Agreement, all Tax Returns for which LMC is responsible under Section 3.1
shall be prepared in accordance with elections, Tax accounting and other
practices used with respect to such Tax Returns filed prior to the Merger
Agreement Date (unless such past practices are not permissible under applicable
Law), and to the extent any items are not covered by past practices (or in the
event such past practices are not permissible under applicable Tax Law), in
accordance with reasonable practices selected by LMC with the consent, not to
be unreasonably withheld or delayed, of LEI, unless (i) (w) the use
of such election, Tax accounting or other practice proposed to be used by LMC,
relates to Fox Sports Net Rocky Mountain, LLC, Fox Sports Net Northwest, LLC,
or Fox Sports Net Pittsburgh, LLC, (x) LMC uses the same election, Tax
accounting or other practice for the same item on the same Tax Return with
respect to a member of the LMC Group, (y) no principal purpose for the use
of such election, Tax accounting or other practice proposed to be used by LMC
is to defer any income or gain into the Post-Distribution Period or to
accelerate any item of deduction or credit into the Pre-Distribution Period,
and (z) the use of such election, Tax accounting or other practice
proposed to be used by LMC would not reasonably be expected to result in a
material increase in the amount of Taxes or Losses for which LEI may be
responsible under this Agreement, (ii) the use of such election,
accounting or other practice proposed to be used by LMC would not reasonably be
expected to result in more than a de minimis increase in the amount of Taxes or
Losses for which LEI or its Affiliates may be responsible under this Agreement,
(iii) otherwise required as  a result of a Final Determination,
or (iv) LMC indemnifies LEI and the members of the LEI Group for any
additional amount for which they may be liable as a result. For the avoidance
of doubt, LMC shall not make any election to apply Treasury Regulation Section 1.1502-76(b)(2).


 


(b)                                 LEI
Tax Returns.    With respect to
any Separate Return for which LEI is responsible pursuant to Section 3.2(b),
LEI and the other members of the LEI Group must allocate Tax Items between such
Separate Return for which LEI is responsible pursuant to Section 3.2(b) and
any related Combined Return for which LMC is responsible pursuant to Section 3.1
that are filed with respect to the same Tax Year in a manner that is consistent
with the reporting of such Tax Items on the related Combined Return for which
LMC is responsible pursuant to Section 3.1.


 


(c)                                  Election
to File Consolidated, Combined or Unitary Tax Returns.     LMC shall have
the sole discretion of filing any Tax Return on a consolidated, combined or
unitary basis, if such Tax Return would include at least one member of each
Group and the filing of such Tax Return is elective under the relevant Tax Law.


 


(d)                                 Compensatory
Equity Interests.


 


(i)                                     Deductions
Related to Compensatory Equity Interests.     To the extent permitted by
applicable Tax Law, Income Tax deductions with


 


14

















 


respect
to the issuance, exercise, vesting or settlement after the Distribution Date of
any Compensatory Equity Interests held by any Person shall be claimed (A) in
the case of an active employee, solely by the Group that employs such Person at
the time of such issuance, exercise, vesting, or settlement, as applicable; (B) in
the case of a former employee, solely by the Group that was the last to employ
such Person; and (C) in the case of a director or former director (who is
not an employee or former employee of a member of either Group), (x) solely
by the LEI Group, if (i) such Income Tax deductions arise with respect to
LEI Stock (or any options, stock appreciation rights, restricted stock, stock
units or other rights with respect thereto) and (ii) such Person is or was
a director of any member of the LEI Group at any time following the Distribution
Date, and (y) solely by the LMC Group in all other cases (the party whose
Group is described in (A), (B), or (C), the “Employing Party”).


 


(ii)                                  Withholding
and Reporting.     For any Tax
Year (or portion thereof), the Employing Party shall (A) satisfy, or shall
cause to be satisfied, all applicable Tax reporting obligations with respect to
the issuance, exercise, vesting or settlement of Compensatory Equity Interests
and (B) satisfy, or cause to be satisfied, all liabilities for Taxes
imposed in connection with such issuance, exercise, vesting or settlement
(including the employer portion of any employment taxes); provided that, (x) in the event
Compensatory Equity Interests are settled by the corporation that is the issuer
or obligor under the Compensatory Equity Interest (the “issuing corporation”)
and the issuing corporation is not a member of the same Group as the Employing
Party, the issuing corporation shall promptly remit to the Employing Party an
amount of cash equal to the amount required to be withheld in respect of any
withholding Taxes, and (y) the Employing Party shall not be liable for
failure to remit to the applicable Tax Authority any amount required to have
been withheld from the recipient of the Compensatory Equity Interest in
connection with such issuance, exercise, vesting or settlement, except to the
extent that the issuing corporation shall have remitted such amount to the
Employing Party. LMC shall promptly notify LEI, and LEI shall promptly notify
LMC, regarding the exercise of any option or the issuance, vesting, exercise or
settlement of any other Compensatory Equity Interest to the extent that, as a
result of such issuance, exercise, vesting or settlement, any other party may
be entitled to a deduction or required to pay any Tax, or such information
otherwise may be relevant to the preparation of any Tax Return or payment of
any Tax by such other party or parties.


 


(iii)                               LMC
Employees.     For purposes of
this Section 3.4(d), (x) if an officer or employee is on the payroll
of LMC or any member of the LMC Group for any Tax Year (or portion thereof),
then such officer or employee will exclusively be considered to be an employee
of LMC (or the applicable member of the LMC Group) for such Tax Year (or
portion thereof); and (y) if a Person is an officer or employee of LMC (or
any member of the LMC Group) immediately prior to an LEI Transaction and ceases
to be an officer or employee of LMC and each other member of the LMC Group as a
result of an LEI Transaction, or the LMC Group was the last Group to employ
such Person immediately prior to an LEI Transaction, then such Person will
exclusively be considered to be an employee of LMC (or the applicable member of
the LMC Group) on the date the LEI Transaction is effected (regardless of
whether such Person becomes an officer or employee of the LEI Group as a result of the LEI


 


15

















 


Transaction).
For the avoidance of doubt the foregoing shall not apply to determine the
status of any employee or officer of a member of the LEI Group for any period
after the date of the LEI Merger. If following the LEI Merger, (x) an
officer or employee is on the payroll of both LMC or any member of the LMC
Group and LEI or any member of the LEI Group, or (y) a Person is an
officer or employee of both LMC (or any member of the LMC Group) and LEI (or
any member of the LEI Group), then such Person will be treated as an employee
of both LMC and LEI and any Income Tax deductions referred to in Section 3.4(d)(i) shall
be allocated between the LMC Group and the LEI Group based on the respective
number of hours such Person spends providing services for LMC (or any member of
the LMC Group) and the number of hours such Person spends providing services
for LEI (or any member of the LEI Group); provided,
however, that for purposes of the foregoing, a Person will not be
considered to be an officer or employee on the payroll of, or an officer or
employee of, LEI (or any member of the LEI Group) solely by reason of holding
the position of (or performing services as) the Chairman of the Board of
Directors of any member of the LEI Group or the receipt of compensation in
connection therewith.


 


3.5                                 Refunds,
Credits or Offsets.


 


(a)                                  Except as otherwise contemplated by this
Section 3.5 or Section 3.6, any refunds, credits or offsets with
respect to Taxes of any member of (i) the LMC Group that were reported on
any Combined Return shall be for the account of LMC, (ii) the LEI Group
that were reported on any Combined Return and are attributable to the
Pre-Distribution Period shall be for the account of LMC, (iii) the LEI
Group that were reported on any Combined Return and are attributable to the
Post-Distribution Period shall be for the account of LEI, (iv) the LMC
Group that were reported on any Separate Return required to be filed by a
member of the LMC Group shall be for the account of LMC, and (v) the LEI
Group that were reported on any Separate Return required to be filed by a
member of the LEI Group shall be for the account of LEI.


 


(b)                                 Notwithstanding
Section 3.5(a), (i) any refunds, credits or offsets with respect to
Taxes, including Transaction Taxes and News Transaction Taxes, allocated to,
and actually paid by, LMC pursuant to this Agreement shall be for the account
of LMC, and (ii) any refunds, credits or offsets with respect to Taxes,
including Transaction Taxes and News Transaction Taxes, allocated to, and
actually paid by, LEI pursuant to this Agreement shall be for the account of
LEI.


 


(c)                                  LMC shall
forward to LEI, or reimburse LEI for, any such refunds, credits or offsets,
plus any interest received thereon, net of any Taxes incurred with respect to
the receipt or accrual thereof and any expenses incurred in connection
therewith, that are for the account of LEI within five business days from
receipt thereof by LMC or any of its Affiliates. LEI shall forward to LMC, or
reimburse LMC for, any refunds, credits or offsets, plus any interest received
thereon, net of any Taxes incurred with respect to the receipt or accrual
thereof and any expenses incurred in connection therewith, that are for the
account of LMC within five business days from receipt thereof by LEI or any of
its Affiliates. Any refunds, credits or offsets, plus any interest received
thereon, or reimbursements not forwarded or made within the five business day
period


 


16

















 


specified above shall bear interest from the date received by the
refunding or reimbursing party (or its Affiliates) through and including the
date of payment at the Interest Rate (treating the date received as the Due
Date for purposes of determining such Interest Rate). If, subsequent to a Tax
Authority’s allowance of a refund, credit or offset, such Tax Authority reduces
or eliminates such allowance, any refund, credit or offset, plus any interest
received thereon, forwarded or reimbursed under this Section 3.5 shall be
returned to the party who had forwarded or reimbursed such refund, credit or
offset and interest upon the request of such forwarding party in an amount
equal to the applicable reduction, including any interest received thereon.


 


3.6                                 Carrybacks. To the extent
permitted by applicable Tax Law, LEI and its Affiliates shall waive the right
to carryback any Tax attribute of the members of the LEI Group arising in a
Post-Distribution Period to a Pre-Distribution Period. If and to the extent
that LEI or any of its Affiliates is not permitted by applicable Tax Law to
elect to forego such carryback and LEI requests in writing that LMC or any of
its Affiliates obtain a refund, credit or offset of Taxes with respect to such
carryback, and provided that LMC or any of its Affiliates would not otherwise
be required to forego a refund, credit or offset of Taxes for its own account
or otherwise be adversely affected as a result of such carryback, then (i) LMC
(or its Affiliate) shall take all reasonable measures to obtain a refund,
credit or offset of Tax with respect to such carryback (including by filing an
amended Tax Return), and (ii) to the extent that LMC or any of its
Affiliates receives any refund, credit or offset of Taxes attributable (on a
last dollar basis) to such carryback, LMC shall pay such refund, credit or
offset, plus any interest received thereon, to LEI within five business days
from receipt thereof by LMC or any of its Affiliates; provided, however, that LMC shall be
entitled to reduce the amount of any such refund, credit or offset for its
reasonable out-of-pocket costs and expenses incurred in connection therewith
and any Taxes incurred with respect to the receipt or accrual thereof; and provided further, that LEI, upon the
request of LMC, agrees to repay such refund, credit or offset, plus any
interest received thereon and net of Taxes, to LMC in the event, and to the
extent, that LMC is required to repay such refund, credit or offset, plus any
interest received thereon, to a Tax Authority.


 


3.7                                 Amended Returns. Any amended
Tax Return or claim for Tax refund, credit or offset with respect to any member
of the LEI Group may be made only by the Company (or its Affiliates)
responsible for preparing the original Tax Return with respect to such member
pursuant to Sections 3.1 and 3.2. Such Company (or its Affiliates) shall not,
without the prior written consent of the other Company (which consent shall not
be unreasonably withheld or delayed), file, or cause to be filed, any such
amended Tax Return or claim for Tax refund, credit or offset to the extent that
such filing, if accepted, is likely to increase the Taxes allocated to, or the
Tax indemnity obligations under this Agreement of, such other Company for any
Tax Year (or portion thereof) by more than a de minimis amount; provided, however, that such consent need
not be obtained if the Company filing the amended Tax Return agrees to
indemnify the other Company for the incremental Taxes allocated to, or the
incremental Tax indemnity obligation resulting under this Agreement to, such
other Company as a result of the filing of such amended Tax Return.


 


17






 










 


SECTION 4. Tax Payments.


 


4.1            Payment of Taxes to Tax
Authority.  LMC shall be
responsible for remitting to the proper Tax Authority the Tax shown on any Tax
Return for which it is responsible for the preparation and filing pursuant to Section 3.1
or Section 3.2, and LEI shall be responsible for remitting to the proper
Tax Authority the Tax shown on any Tax Return for which it is responsible for
the preparation and filing pursuant to Section 3.2.


 


4.2            Indemnification Payments.


 


(a)            Tax
Payments Made by the LMC Group.  If any member
of the LMC Group is required to make a payment to a Tax Authority for Taxes
allocated to LEI under this Agreement, LEI will pay the amount of Taxes
allocated to it to LMC not later than the later of (i) five business days
after receiving notification requesting such amount, and (ii) one business
day prior to the date such payment is required to be made to such Tax
Authority.


 


(b)           Tax
Payments Made by the LEI Group.  If any member
of the LEI Group is required to make a payment to a Tax Authority for Taxes
allocated to LMC under this Agreement, LMC will pay the amount of Taxes
allocated to it to LEI not later than the later of (i) five business days
after receiving notification requesting such amount, and (ii) one business
day prior to the date such payment is required to be made to such Tax
Authority.


 


4.3            Interest on
Late Payments.  Payments
pursuant to this Agreement that are not made by the date prescribed in this
Agreement or, if no such date is prescribed, not later than five business days
after demand for payment is made (the “Due Date”) shall bear interest for the
period from and including the date immediately following the Due Date through
and including the date of payment at the Interest Rate. Such interest will be
payable at the same time as the payment to which it relates.


 


4.4            Tax Consequences of Payments.  For all Tax purposes and to the extent
permitted by applicable Tax Law, the parties hereto shall treat any payment
made pursuant to this Agreement as a capital contribution or a distribution, as
the case may be, immediately prior to the Distribution. If the receipt or
accrual of any indemnity payment under this Agreement causes, directly or
indirectly, an increase in the taxable income of the recipient under one or
more applicable Tax Laws, such payment shall be increased so that, after the
payment of any Taxes with respect to the payment, the recipient thereof shall
have realized the same net amount it would have realized had the payment not
resulted in taxable income. To the extent that Taxes for which any party hereto
(the indemnifying party) is required to pay another party (the indemnified
party) pursuant to this Agreement may be deducted or credited in determining
the amount of any other Taxes required to be paid by the indemnified party (for
example, state Taxes which are permitted to be deducted in determining federal
Taxes), the amount of any payment made to the indemnified party by the
indemnifying party shall be decreased by taking into account any resulting reduction
in other Taxes of the indemnified party. If such a reduction in Taxes of the
indemnified party occurs following the payment made to the


 


18

















 


indemnified
Party with respect to the relevant indemnified Taxes, the indemnified party
shall promptly repay the indemnifying party the amount of such reduction when
actually realized. If the Tax benefit arising from the foregoing reduction of
Taxes described in this Section 4.4 is subsequently decreased or eliminated,
then the indemnifying party shall promptly pay the indemnified party the amount
of the decrease in such Tax benefit.


 


SECTION 5. Assistance and Cooperation.


 


5.1            Cooperation.  In addition to the obligations enumerated in
Sections 3.3 and 7.7, LMC and LEI will cooperate (and cause their respective
Subsidiaries and Affiliates to cooperate) with each other and with each other’s
agents, including accounting firms and legal counsel, in connection with Tax
matters, including provision of relevant documents and information in their
possession and making available to each other, as reasonably requested and
available, personnel (including officers, directors, employees and agents of
the parties or their respective Subsidiaries or Affiliates) responsible for preparing,
maintaining, and interpreting information and documents relevant to Taxes, and
personnel reasonably required as witnesses or for purposes of providing
information or documents in connection with any administrative or judicial
proceedings relating to Taxes.


 


5.2            Supplemental Rulings.


 


(a)            Each of the parties agrees
that, at the reasonable request of another party (the “Requesting Party”), LMC
and LEI shall (and shall cause each member of its Group) to cooperate and use
reasonable best efforts to obtain, as expeditiously as reasonably practicable,
a Supplemental Ruling from the IRS. Notwithstanding the foregoing, LMC shall
not be required to file any Supplemental IRS Submission unless LEI represents
to LMC that (i) it has reviewed the Supplemental IRS Submission, and (ii) all
information and representations, if any, relating to any member of the LEI
Group and their Affiliates contained in the Supplemental IRS Submission are
true, correct and complete in all material respects. The Requesting Party shall
reimburse the other parties for all reasonable out-of-pocket costs and expenses
incurred by such parties or their Affiliates in connection with obtaining or
requesting such Supplemental Ruling within five business days after receiving
an invoice from such party therefor.


 


(b)            LMC shall provide LEI with a
reasonable opportunity to review and comment on each Supplemental IRS
Submission to be filed by LMC prior to the filing of such Supplemental IRS Submission with
the IRS, and LEI shall provide LMC with a reasonable opportunity to review and
comment on each Supplemental IRS Submission to be filed by
LEI prior to the filing of such Supplemental IRS Submission with the IRS. No
Supplemental IRS Submission shall be filed by
LEI with the IRS unless, prior to such filing LMC shall have agreed as to the
contents of such Supplemental IRS Submission to the extent that the
Supplemental IRS Submission (i) includes statements or representations
relating to facts that are or will be under the control of any member of the LMC
Group or any of its Affiliates or (ii) is relevant to, or creates, any
actual or potential obligations of, or limitations on, any member of the LMC
Group or any of their Affiliates; provided,
however, that if the IRS requests same-day


 


19

















 


filing
of a Supplemental IRS Submission that does not include any material issue or
statement, then LEI is required only to make a good faith effort to notify LMC’s
representatives and to give such representatives an opportunity to review and
comment on such Supplemental IRS Submission prior to filing it with the IRS. No
Supplemental IRS Submission shall be filed by LMC with the IRS unless, prior to
the filing, LEI shall have agreed as to the contents of such Supplemental IRS
Submission to the extent that the Supplemental IRS Submission (i) includes
statements or representations relating to facts that are or will be under the
control of any member of the LEI Group or any of its Affiliates or (ii) is
relevant to, or creates, any actual or potential obligations of, or limitations
on, any member of the LEI Group or any of their Affiliates; provided,
however, that if the IRS requests same-day filing of a
Supplemental IRS Submission that does not include any material issue or statement,
then LMC is required only to make a good faith effort to notify LEI’s
representatives and to give such representatives an opportunity to review and
comment on such Supplemental IRS Submission prior to filing it with the IRS.
Each Company (or its representatives) shall provide the other Company (or its
representatives) with copies of each Supplemental IRS Submission filed with the
IRS promptly following the filing thereof. Neither Company nor its
representatives shall conduct any substantive communications with the IRS
regarding any material issue arising with respect to any Supplemental Ruling,
including meetings or conferences with IRS personnel, whether telephonically,
in person or otherwise, without first notifying the other Company (or its representatives)
and giving the other Company (or its representatives) a reasonable opportunity
to participate, and a reasonable number of such Company’s representatives shall
have an opportunity to participate in all conferences or meetings with IRS
personnel that take place in person, regardless of the nature of the issues
expected to be discussed; provided, however, that in the
case of communications concerning a Supplemental Ruling that occur during an
unscheduled conference initiated by the IRS or a conference initiated by a
Company or its representatives for a purpose unrelated to a Supplemental Ruling
in connection with which it is not reasonably practicable to provide to the
other Company or its representatives advance notice and an opportunity to
participate, such Company (or its representatives) shall promptly update the
other Company and its representatives as to the content of such communications.
Each Company shall promptly provide the other Company (or its representatives)
with copies of any correspondence received by such Company (or its
representatives) from the IRS relating to any Supplemental Ruling.


 


SECTION 6. Tax Records.


 


6.1            Retention of Tax Records.  Each of LMC and LEI shall preserve, and shall
cause their respective Subsidiaries to preserve, all Tax Records that are in
their possession, and that could affect the liability of any member of the
other Group for Taxes, for as long as the contents thereof may become material
in the administration of any matter under applicable Tax Law, but in any event
until the later of (x) the expiration of any applicable statutes of
limitation, as extended, and (y) seven years after the Distribution Date.


 


6.2            Access to Tax Records.  LEI shall make available, and cause its
Subsidiaries to make available, to members of the LMC Group for inspection and


 


20

















 


copying (x) all Tax Records in their possession that relate to a
Pre-Distribution Period, and (y) the portion of any Tax Record in their
possession that relates to a Post-Distribution Period and which is reasonably
necessary for the preparation of a Tax Return by a member of the LMC Group or
any of their Affiliates or with respect to an audit or litigation by a Tax
Authority of such return. LMC shall make available, and cause its Subsidiaries
to make available, to members of the LEI Group for inspection and copying the
portion of any Tax Record in their possession that relates to a
Pre-Distribution Period and which is reasonably necessary for the preparation
of a Tax Return by a member of the LEI Group or any of their Affiliates or with
respect to an audit or litigation by a Tax Authority of such return.


 


6.3           Confidentiality.  Each party hereby agrees that it will hold,
and shall use its reasonable best efforts to cause its officers, directors,
employees, accountants, counsel, consultants, advisors and agents to hold, in
confidence all records and information prepared and shared by and among the
parties in carrying out the intent of this Agreement, except as may otherwise
be necessary in connection with the filing of Tax Returns or any administrative
or judicial proceedings relating to Taxes or unless disclosure is compelled by
a governmental authority. Information and documents of one party (the “Disclosing
Party”) shall not be deemed to be confidential for purposes of this Section 6.3
to the extent such information or document (i) is previously known to or
in the possession of the other party or parties (the “Receiving Party”) and is
not otherwise subject to a requirement to be kept confidential, (ii) becomes
publicly available by means other than unauthorized disclosure under this
Agreement by the Receiving Party or (iii) is received from a third party
without, to the knowledge of the Receiving Party after reasonable diligence, a
duty of confidentiality owed to the Disclosing Party.


 


6.4            Delivery of Tax Records.  On or before the Distribution Date, LMC shall
provide to LEI (to the extent not previously provided or held by any member of
the LEI Group on the Distribution Date) copies of (i) the Separate Returns
of any member of the LEI Group, (ii) the relevant portions of any other
Tax Returns with respect to any member of the LEI Group, and (iii) other
existing Tax Records (or the relevant portions thereof) reasonably necessary to
prepare and file any Tax Returns of, or with respect to, the members of the LEI
Group, or to defend or contest Tax matters relevant to the members of the LEI
Group, including in each case, all Tax Records related to Tax attributes of the
members of the LEI Group and any and all communications or agreements with, or
rulings by, any Tax Authority with respect to any member of the LEI Group.


 


SECTION 7. Restriction on Certain Actions of LMC and LEI; Indemnity.


 


7.1            Restrictive Covenants.


 


(a)            General
Restrictions.  Following the
Effective Time, LEI shall not, and shall cause the members of the LEI Group and
their Affiliates not to, and LMC shall not, and shall cause the members of the
LMC Group and their Affiliates not to, take any action that, or fail to take
any action the failure of which, (i) would be


 


21

















 


inconsistent
with the LDIG Gamenet Restructuring qualifying, or would preclude the LDIG
Gamenet Restructuring from qualifying, as a tax-free reorganization under Section 368(a) of
the Code, (ii) would cause LMC or any Subsidiary of LMC immediately prior
to the Distribution to recognize gain or loss, or otherwise include any amount
in income, as a result of the Restructuring for U.S. federal income tax
purposes, (iii) would be inconsistent with the Contribution and
Distribution qualifying, or would preclude the Contribution and Distribution
from qualifying, as a tax-free transaction described under Sections 368(a), 355
and 361 of the Code, (iv) would cause LMC, LEI, any of their respective
Subsidiaries at the Effective Time, or the holders of Liberty Entertainment
Common Stock that receive stock of LEI in the Distribution, to recognize gain
or loss, or otherwise include any amount in income, as a result of the
Contribution and/or the Distribution for U.S. federal income tax purposes
(except with respect to cash received in lieu of fractional shares), (v) would
be inconsistent with the News Transactions qualifying, or would preclude the
News Transactions from qualifying, as tax-free transactions described under
Sections 368(a), 355 and/or 361 of the Code, as applicable, or (vi) would
cause News, any Subsidiary of News immediately prior to any of the News
Transactions, LMC or any of its Subsidiaries on February 27, 2008 to
recognize gain or loss, or otherwise include any amount in income, as a result
of the News Transactions for U.S. federal income tax purposes.


 


(b)            Restricted
Actions.  Without limiting the
provisions of Section 7.1(a) hereof, following the Effective Time,
LEI shall not, and shall cause the members of the LEI Group not to, and LMC
shall not, and shall cause the members of the LMC Group not to, take any action
that, or fail to take any action the failure of which, (i) would be
inconsistent with, or would cause any Person to be in breach of, any
representation or covenant, or any material statement, made in the Tax
Materials or the News Tax Materials, or (ii) would be inconsistent with,
or would cause LMC to be in breach of, any representation or covenant made in
the Tax Matters Agreement.


 


(c)            Reporting.
 Unless and until there has
been a Final Determination to the contrary, each party agrees not to take any
position on any Tax Return, in connection with any Tax Contest, or otherwise
for Tax purposes (in each case, excluding any position taken for financial
accounting purposes) that is inconsistent with the Ruling or the Tax Opinions.


 


7.2            LMC Indemnity.  LMC agrees to
indemnify and hold harmless each member of the LEI Group and their respective directors,
officers, employees, agents, successors and assigns (the “LEI Indemnitees”)
from and against any and all (without duplication) (a) Taxes allocated to
LMC pursuant to Section 2.1, (b) liabilities of the members of the
LEI Group for Taxes of any Person (other than any member of the LEI Group) as a
result of such member being, or having been, on or before the Distribution
Date, a member of an affiliated, consolidated, combined or unitary group,
pursuant to Treasury Regulations Section 1.1502-6 or any other provision
of federal, state, local or foreign Tax Law, (c) Transaction Taxes and
Transaction Tax-Related Losses allocated to LMC pursuant to Section 2.2, (d) News
Transaction Taxes and News Tax-Related Losses allocated to LMC pursuant to Section 2.2,
(e) Taxes and Losses arising out of or based upon any breach or nonperformance
of any covenant or agreement made or to be


 


22

















 


performed
by LMC contained in this Agreement, (f) Transfer Taxes allocated to LMC
pursuant to Section 2.2, and (g) reasonable out-of-pocket legal,
accounting and other advisory and court fees and expenses incurred in
connection with the items described in clauses (a) through (f); provided,
however, that notwithstanding clauses (a), (b), (e) and (g) of
this Section 7.2, LMC shall not be responsible for, and shall have no
obligation to indemnify or hold harmless any LEI Indemnitee for, (x) any
Transaction Taxes, Transaction Tax-Related Losses, News Transaction Taxes or
News Tax-Related Losses that are allocated to LEI pursuant to Section 2.2,
or (y) any Taxes or Losses arising out of or based upon any breach or
nonperformance of any covenant or agreement made or to be performed by LEI
contained in this Agreement.


 


7.3            LEI Indemnity.  LEI agrees
to indemnify and hold harmless each member of the LMC Group and their
respective directors, officers, employees, agents, successors and assigns (the “LMC
Indemnitees”) from and against any and all (without duplication) (a) Taxes
allocated to LEI pursuant to Section 2.1, (b) Transaction Taxes and
Transaction Tax-Related Losses allocated to LEI pursuant to Section 2.2, (c) News
Transaction Taxes and News Tax-Related Losses allocated to LEI pursuant to Section 2.2,
(d) Taxes and Losses arising out of or based upon any breach or
nonperformance of any covenant or agreement made or to be performed by LEI
contained in this Agreement, (e) Transfer Taxes allocated to LEI pursuant
to Section 2.2, and (f) reasonable out-of-pocket legal, accounting
and other advisory and court fees incurred in connection with the items
described in clauses (a) through (e); provided,
however, that notwithstanding clauses (a), (d) and (f) of
this Section 7.3, LEI shall not be responsible for, and shall have no
obligation to indemnify or hold harmless any LMC Indemnitee for, (x) any
Transaction Taxes, Transaction Tax-Related Losses, News Transaction Taxes or
News Tax-Related Losses that are allocated to LMC pursuant to Section 2.2,
or (y) any Taxes or Losses arising out of or based upon any breach or
nonperformance of any covenant or agreement made or to be performed by LMC
contained in this Agreement.


 


7.4            Scope.  The provisions of this Section 7 are
intended to be for the benefit of, and shall be enforceable by, each LMC
Indemnitee and its successors in interest and each LEI Indemnitee and its
successors in interest.


 


7.5            Notices of Tax Contests
(Other than Third Party Claims).  Each Company shall provide prompt notice to
the other Company of any pending or threatened Tax audit, assessment or
proceeding or other Tax Contest of which it becomes aware relating to Taxes for
which it is or may be indemnified by such other Company hereunder (other than
any Transaction Taxes or News Transaction Taxes which shall be governed by Section 7.8).
Such notice shall contain factual information (to the extent known) describing
any asserted Tax liability in reasonable detail and shall be accompanied by
copies of any notice and other documents received from any Tax Authority in
respect of any such matters; provided,
however, that failure to give such notification shall not
affect the indemnification provided hereunder except, and only to the extent
that, the indemnifying Company shall have been actually prejudiced as a result
of such failure. Thereafter, the indemnified Company shall deliver to the
indemnifying Company such additional information with respect to such Tax
Contest in its possession that the indemnifying Company may reasonably request.


 


23

















 


7.6            Control of Tax Contests
(Other than Third Party Claims).


 


(a)            General
Rule.  Except as provided in
Sections 7.6(b) and 7.8, each Company (or the appropriate member of its
Group) shall have full responsibility, control and discretion in handling,
defending, settling or contesting any Tax Contest involving a Tax reported (or
that, it is asserted, should have been reported) on a Tax Return for which such
Company is responsible for preparing and filing (or causing to be prepared and
filed) pursuant to Section 3 of this Agreement.


 


(b)           Non-Preparer
Participation Rights.  With respect to
a Tax Contest (other than with respect to a Third Party Claim) of any Tax
Return which could result in a Tax liability for which the Non-Preparer may be
liable under this Agreement, (i) the Non-Preparer shall, at its own cost
and expense, be entitled to participate in such Tax Contest, (ii) the
Preparer shall keep the Non-Preparer updated and informed, and shall consult
with the Non-Preparer, (iii) the Preparer shall act in good faith with a
view to the merits in connection with the Tax Contest, and (iv) the
Preparer shall not settle or compromise such Tax Contest without the prior
written consent of the Non-Preparer (which consent shall not be unreasonably
withheld) if the settlement or compromise could have a more than de minimis
impact on the Non-Preparer or its Affiliates.


 


7.7            Cooperation.  The parties shall provide each other with all
information relating to a Tax Contest which is needed by the other party or
parties to handle, participate in, defend, settle or contest the Tax Contest.
At the request of any party, the other parties shall take any action (e.g., executing a power of attorney) that is reasonably
necessary in order for the requesting party to exercise its rights under this
Agreement in respect of a Tax Contest. LEI shall assist LMC, and LMC shall
assist LEI, in taking any remedial actions that are necessary or desirable to
minimize the effects of any adjustment made by a Tax Authority. The
indemnifying party or parties shall reimburse the indemnified party or parties
for any reasonable out-of-pocket costs and expenses incurred in complying with
this Section 7.7.


 


7.8            Third Party Claims.  Each Company shall promptly give notice to the
other Company of any pending or threatened Tax Contest, claim, action, suit,
investigation or proceeding brought by a third party relating to (x) any
Transaction Taxes or News Transaction Taxes or (y) any Transaction
Tax-Related Losses or News Tax-Related Losses for which such Company is or may
be indemnified by the other Company under this Section 7 (each, a “Third
Party Claim”). Such notice shall contain (i) factual information (to the
extent known) describing any asserted Tax liability or other claim in
reasonable detail and shall be accompanied by copies of any notice and other
documents received from any Tax Authority or third party relating to the Third
Party Claim, and (ii) the amount of the Third Party Claim. Such notice
shall be given within a reasonable period of time after notice thereof was
received by such Company, but any failure to give timely notice shall not
affect the indemnities given hereunder except, and only to the extent that, the
indemnifying Company shall have been actually prejudiced as a result of such failure.
Thereafter, each Company shall deliver to the other Company such additional
information with respect to such Third Party Claim in its possession that the
other Company may reasonably request. LMC and LEI will have the right to
jointly


 


24

















 


control the defense, compromise or settlement of any Third Party Claim;
provided, however, that with respect to any
Third Party Claim arising under the Tax Matters Agreement (or otherwise subject
to the indemnification provisions of the Tax Matters Agreement), LEI’s rights
to jointly control, or otherwise participate in the defense of, such Third
Party Claim will be subject to the terms of the Tax Matters Agreement, and LEI
acknowledges that it will be limited to those rights that LMC is able, through
use of reasonable efforts, to obtain on behalf of LEI under the Tax Matters
Agreement. LMC shall use reasonable efforts to provide LEI with the right to
jointly control with LMC any Third Party Claim arising under the Tax Matters
Agreement (or otherwise subject to the indemnification provisions of the Tax
Matters Agreement); provided, however, that LMC shall
not be required to relinquish any rights that it has to control the defense,
compromise or settlement of any such Third Party Claim (other than to LEI
pursuant to the foregoing). LMC hereby agrees to make a partial assignment to
LEI of any rights it has under the Tax Matters Agreement to allow LEI to
jointly control with LMC and News the defense, compromise or settlement of any
Tax Contest relating to a News Transaction Tax for which LEI has any indemnity
obligation hereunder. No indemnified Company shall settle or compromise or
consent to entry of any judgment with respect to any such Third Party Claim
without the prior written consent of the indemnifying Company, which consent
may be withheld in the indemnifying Company’s sole discretion. No indemnifying
Company shall settle or compromise or consent to entry of any judgment with
respect to any such Third Party Claim without the prior written consent of the
indemnified Company, which consent may not be unreasonably withheld or delayed.


 


7.9            Other Claims.  In the event any LMC Indemnitee should have a
claim against LEI, or any LEI Indemnitee should have a claim against LMC, under
this Section 7 that does not involve a third party action, such
indemnified Company (or LMC on behalf of all LMC Indemnitees or LEI on behalf
of all LEI Indemnitees, as applicable) shall as promptly as practicable notify
the indemnifying Company of such claim, describing such claim and the factual
basis thereof, the amount of such claim (if known) and the method of
computation of such amount, all with reasonable particularity.


 


SECTION 8. General Provisions.


 


8.1            Termination.  This Agreement shall terminate at such time as all obligations and liabilities of the parties hereto have been
satisfied. The obligations and liabilities of the parties arising under this
Agreement shall continue in full force and effect until all such obligations
have been satisfied and such liabilities have been paid in full, whether by
expiration of time, operation of law, or otherwise.


 


8.2            Predecessors or Successors.  Any reference to LMC, LEI, News, DTV, a
Person, or a Subsidiary in this Agreement shall include any predecessors or
successors (e.g., by merger or other reorganization,
liquidation, conversion, or election under Treasury Regulations Section 301.7701-3)
of LMC, LEI, News, DTV, such Person, or such Subsidiary, respectively.


 


25














 


8.3            Expenses.  Except as otherwise expressly provided for
herein, each party and its Subsidiaries shall bear their own expenses incurred
in connection with preparation of Tax Returns and other matters related to
Taxes under the provisions of this Agreement for which they are liable.


 


8.4           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement will be brought exclusively in the
Court of Chancery of the State of Delaware (the “Delaware Chancery Court”), or,
if the Delaware Chancery Court does not have subject matter jurisdiction, in
the federal courts located in the State of Delaware. Each of the parties hereby
consents to personal jurisdiction in any such action, suit or proceeding
brought in any such court (and of the appropriate appellate courts therefrom)
and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such party
as provided in Section 8.6 shall be deemed effective service of process on
such party.


 


8.5           Waiver of Jury
Trial.  EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF SUCH ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH
SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH
SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 8.5.


 


8.6           Notices.  All notices and other communications hereunder
shall be in writing and shall be delivered in person, by facsimile (with
confirming copy sent by one of the other delivery methods specified herein), by
overnight courier or sent by certified, registered or express air mail, postage
prepaid, and shall be deemed given when


 


26

















 


so delivered in person, or
when so received by facsimile or courier, or, if mailed, three (3) calendar
days after the date of mailing, as  follows:


 


(a)            If
to LMC, to:


 


Liberty Media Corporation


12300 Liberty Boulevard


Englewood, Colorado 80112


 


Attn: Albert Rosenthaler


Facsimile: (720) 875-5447


 


(b)            If
to LEI, to:


 


Liberty Entertainment, Inc.


12300 Liberty Boulevard


Englewood, Colorado 80112


 


Attn:
Charles Tanabe


Facsimile:
(720) 875-5382


 


or
to such other address as the party to whom notice is given may have previously
furnished to the other parties in writing in the manner set forth above.


 


8.7            Counterparts.  This Agreement may be
executed in two or more identical counterparts, each of which shall be deemed
to be an original, and all of which together shall constitute one and the same
agreement. The Agreement may be delivered by facsimile transmission of a signed
copy thereof.


 


8.8            Binding Effect; Assignment.


 


(a)            This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Except
with respect to a merger of a party, neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other parties; provided, however, that each of LMC and
LEI may assign its respective rights, interests, duties, liabilities and
obligations under this Agreement to any other member of their Group, but such
assignment shall not relieve LMC or LEI, as the assignor, of its liabilities or
obligations hereunder.


 


(b)            In the event of (i) any
sale, assignment, transfer or other disposition of all or substantially all of
the assets of LEI (on a consolidated basis) to any person or group, including
by means of a stock dividend, stock redemption, spin-off, split-off or similar
transaction or event (the Person whose securities are issued in payment
therefor or, if no securities are so issued, the Person(s) who hold title
to such assets, a “LEI Asset Successor”), in one or a series of related
transactions, or (ii) any merger, consolidation, statutory share exchange,
conversion of LEI from a corporation to


 


27

















 


a
limited liability company or other legal entity or other business combination
or similar transaction affecting LEI, that results in the exchange or
conversion of equity securities of LEI for or into equity securities or other
consideration (x) consisting of securities issued by the successor or the
surviving entity to LEI upon consummation of such transaction (the “LEI
Successor Entity”) or, if the successor or surviving entity in such transaction
is a Subsidiary of a publicly traded or privately held parent company (the “LEI
Successor Parent”), securities of the LEI Successor Parent delivered in such
transaction, or (y) consisting of cash or other consideration paid or
payable by any LEI Successor Entity or LEI Successor Parent (the applicable of
the LEI Asset Successor, the LEI Successor Entity and the LEI Successor Parent,
the “LEI Successor”), then (i) all references herein to capital stock or
other equity interests of LEI shall mean and refer to, for periods (or portions
thereof) beginning after the consummation of such transaction, the equivalent
securities of or ownership interest in the LEI Successor, as applicable, and (ii) prior
to, and as a condition to effecting any such asset transfer or business
combination (or in the case of a series of transactions, the first such
transaction), the LEI Successor shall have executed and delivered to LMC an
instrument, in form and substance reasonably acceptable to LMC, pursuant to
which such LEI Successor has agreed, effective upon the consummation of such transaction,
to be bound by and perform all of the covenants and agreements made by LEI
hereunder and upon such consummation such LEI Successor will be jointly and
severally liable with LEI for all of the obligations and liabilities of LEI
under this Agreement. The foregoing provisions of this Section 8.8(b) will
be applicable to any successor or any parent thereof (as determined in
accordance with the foregoing) to any LEI Successor; provided
that, effective as of immediately following the Merger Effective Time, the
foregoing provisions of this Section 8.8(b) shall cease to apply so
long as Holdings has executed a
joinder agreement in accordance with Section 6.25 of the Merger Agreement.


 


8.9           Severability.  Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Upon a
determination that any provision of this Agreement is prohibited or
unenforceable in any jurisdiction, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the provisions
contemplated hereby are consummated as originally contemplated to the fullest
extent possible.


 


8.10         Amendments;
Waivers.  Any provision
of this Agreement may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed, in the case of an amendment, by each party
to this Agreement, or in the case of a waiver, by the party against whom the
waiver is to be effective. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. Except as
otherwise provided herein, the rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by applicable
law. Any consent provided under this


 


28

















 


Agreement
must be in writing, signed by the party against whom enforcement of such
consent is sought.


 


8.11         Effective Date.  This Agreement shall become effective on the
date recited above on which the parties entered into this Agreement.


 


8.12         Change in Law.  Any reference to a provision of the Code or
any other Tax Law shall include a reference to any applicable successor
provision or law.


 


8.13         Authorization,
Etc.  Each of the parties hereto
hereby represents and warrants that it has the power and authority to execute,
deliver and perform this Agreement, that this Agreement has been duly
authorized by all necessary corporate action on the part of such party, that
this Agreement constitutes a legal, valid and binding obligation of such party
and that the execution, delivery and performance of this Agreement by such
party does not contravene or conflict with any provision of law or of its
charter or bylaws or any agreement, instrument or order binding such party.


 


8.14         No Third Party
Beneficiaries.  Except as
provided in Sections 7.2 and 7.3 of this Agreement, this Agreement is solely
for the benefit of LMC, LEI, and their Subsidiaries and is not intended to
confer upon any other Person any rights or remedies hereunder. Notwithstanding
anything in this Agreement to the contrary, this Agreement is not intended to
confer upon any LEI Indemnitees any rights or remedies against LEI hereunder,
and this Agreement is not intended to confer upon any LMC Indemnitees any
rights or remedies against LMC hereunder.


 


8.15          Entire Agreement.  This Agreement embodies the entire
understanding among the parties relating to its subject matter and supersedes
and terminates any prior agreements and understandings among the parties with
respect to such subject matter, and no party to this Agreement shall have any
right, responsibility, obligation or liability under any such prior agreement
or understanding. Any and all prior correspondence, conversations and memoranda
are merged herein and shall be without effect hereon. No promises, covenants or
representations of any kind, other than those expressly stated herein, have
been made to induce any party to enter into this Agreement.


 


8.16          No Strict
Construction; Interpretation.


 


(a)            LMC and LEI
each acknowledge that this Agreement has been prepared jointly by the parties
hereto and shall not be strictly construed against any party hereto.


 


(b)            When a reference is made in
this Agreement to an Article, Section, Exhibit or Schedule, such reference
shall be to an Article of, a Section of, or an Exhibit or
Schedule to, this Agreement unless otherwise indicated. The table of contents
and headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
Whenever the words “include”, “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation”.
The words “hereof”, “herein” and


 


29

















 


“hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein. The definitions contained in
this Agreement are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as
to the feminine and neuter genders of such term. Any agreement,
instrument or statute defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement, instrument or
statute as from time to time amended, modified or supplemented, including (in
the case of agreements or instruments) by waiver or consent and (in the case of
statutes) by succession of comparable successor statutes and references to all
attachments thereto and instruments incorporated therein. References to a
Person are also to its permitted successors and assigns.


 


8.17          Headings.  The headings contained in this Agreement are
for reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.


 


8.18         Assignment of Rights under
the Tax Matters Agreement.  LMC
hereby assigns to LEI all its rights to indemnification and related rights
under the Tax Matters Agreement with respect to any liability for Taxes or
related Losses (other than News Transaction Taxes or News Tax-Related Losses)
that are allocated to LEI hereunder; provided
that, if any Third Party Claim is made against any member of the LEI
Group with respect to News Transaction Taxes or News Tax-Related Losses, then
at LEI’s request, LMC shall assert a claim for indemnification against News
under the Tax Matters Agreement in respect of such News Transaction Taxes or
News Tax-Related Losses to the extent such a claim would not be frivolous, and
LEI and LMC shall jointly control the prosecution of such claim under the principles
contained in Section 7.8. Any amounts awarded in respect of the claim
asserted against News shall be deposited with a third party escrow agent
mutually acceptable to LMC and LEI. Following the resolution of the Third Party
Claim, the escrow agent shall release to LEI an amount of the proceeds equal to
the amount of the indemnification claim that LEI has against LMC hereunder, and
the escrow agent shall release the remainder of the proceeds to LMC. LMC shall
not amend, modify or terminate the Tax Matters Agreement, or waive any rights
thereunder, without the prior written consent of LEI.


 


30

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by the
respective officers as of the date set forth above.


 


 


	
   

  	
  LIBERTY MEDIA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Albert E. Rosenthaler

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert E. Rosenthaler

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIBERTY ENTERTAINMENT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Charles Y. Tanabe

  
	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Charles Y. Tanabe

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President