EX-4.2






EXHIBIT 4.2




$200,000,000 AGGREGATE PRINCIPAL AMOUNT




Live Nation, Inc.




2.875% CONVERTIBLE SENIOR NOTES




DUE 2027




Resale Registration Rights Agreement




Dated July 16, 2007




1




RESALE REGISTRATION RIGHTS AGREEMENT, dated as of July 16, 2007, among Live
Nation, Inc., a Delaware corporation (together with any successor entity, herein referred to as the
“Company”), Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives (the
“Representatives”) of the several initial purchasers (the “Initial Purchasers”) under the Purchase
Agreement (as defined below).



Pursuant to the Purchase Agreement, dated as of •, 2007, between the Company and the
Representatives (the “Purchase Agreement”), relating to the initial placement (the “Initial
Placement”) of the Notes (as defined below), the Initial Purchasers have agreed to purchase from
the Company $200,000,000 ($220,000,000 if the Initial Purchasers exercise their option in full) in
aggregate principal amount of 2.875% Convertible Senior Notes due 2027 (the “Notes”). The Notes
will be convertible, subject to the terms thereof, into cash and fully paid, nonassessable shares
of common stock, par value $0.01 per share, of the Company (the “Common Stock”). To induce the
Initial Purchasers to purchase the Notes, the Company has agreed to provide the registration rights
set forth in this Agreement pursuant to Section 5(g) of the Purchase Agreement.



The parties hereby agree as follows:



1. Definitions. Capitalized terms used in this Agreement without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following
capitalized terms shall have the following meanings:



“Affiliate” of any specified person means any other person which, directly or indirectly, is
in control of, is controlled by, or is under common control with, such specified person. For
purposes of this definition, control of a person means the power, direct or indirect, to direct or
cause the direction of the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.



“Agreement”: This Resale Registration Rights Agreement.



“Amendment Effectiveness Deadline Date”: has the meaning set forth in Section 2(f) hereof.



“Blue Sky Application”: As defined in Section 6(a)(i) hereof.



“Business Day”: The definition of “Business Day” in the Indenture.



“Closing Date”: The date of the first issuance of the Notes.



“Commission”: Securities and Exchange Commission.



“Common Stock”: As defined in the preamble hereto.



“Company”: As defined in the preamble hereto.



“Notes”: As defined in the preamble hereto.



“Effectiveness Date”: As defined in Section 2(a)(i) hereof.



“Effectiveness Period”: As defined in Section 2(a)(ii) hereof.



“Effectiveness Target Date”: As defined in Section 2(a)(i) hereof.



“Exchange Act”: Securities Exchange Act of 1934, as amended.



“Free Writing Prospectus”: A free writing prospectus, as defined in Rule 405 under the
Securities Act.



“Holder”: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.



“Indemnified Holder”: As defined in Section 6(a) hereof.



“Indenture”: The Indenture, dated as of •, 2007, between the Company and •, as trustee (the
“Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended,
modified or supplemented from time to time in accordance with the terms thereof.



“Initial Placement”: As defined in the preamble hereto.



“Initial Purchasers”: As defined in the preamble hereto.



“Issuer Free Writing Prospectus”: An issuer free writing prospectus, as defined in Rule 433
under the Securities Act.



“Liquidated Damages”: As defined in Section 3(a) hereof.



“Liquidated Damages Payment Date”: Each January 15 and July 15.



“Losses”: As defined in Section 6(a) hereof.



“Majority of Holders”: Holders holding over 50% of the aggregate principal amount of Notes
outstanding; provided that, for the purpose of this Agreement, a holder of shares of Common Stock
which constitute Transfer Restricted Securities shall not be deemed a holder of shares, but shall
be deemed to be Holders of the aggregate principal amount of the Notes from which such shares were
converted (in addition to the principal amount of the Notes held by such Holder).



“Managing Underwriter”: The investment banker or investment bankers and manager or managers
that administer an underwritten offering, if any, conducted pursuant to Section 8 hereof.



“NASD”: National Association of Securities Dealers, Inc.



“Notice and Questionnaire” means a written notice executed by the respective Holder and
delivered to the Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Appendix A to the Offering Memorandum of the
Company relating to the Notes.



“Notice Holder”: On any date, any Holder of Transfer Restricted Securities that has delivered
a Notice and Questionnaire to the Company on or prior to such date.



“Permitted Free Writing Prospectus”: As defined in Section 9(a) hereof.



“Person”: An individual, partnership, corporation, company, unincorporated organization,
trust, joint venture or a government or agency or political subdivision thereof.



“Purchase Agreement”: As defined in the preamble hereto.



“Prospectus”: The prospectus included in a Shelf Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such prospectus.



“Record Holder”: With respect to any Liquidated Damages Payment Date, each Person who is a
registered holder of the Notes on the 15th day preceding the relevant Liquidated Damages
Payment Date.



“Registration Default”: As defined in Section 3(a) hereof.



“Representatives”: As defined in the preamble hereto.



“Securities Act”: Securities Act of 1933, as amended.



“Shelf Registration Statement”: As defined in Section 2(a)(i) hereof.



“Suspension Notice”: As defined in Section 4(c) hereof.



“Suspension Period”: As defined in Section 4(b)(ii) hereof.



“TIA”: Trust Indenture Act of 1939, as amended, and the rules and regulations of the
Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the
TIA.



“Transfer Restricted Securities”: Each Note and each share of Common Stock issued upon
conversion of Notes until the earliest of:




(i) the date on which such Note or such share of Common Stock issued upon
conversion has been effectively registered under the Securities Act and disposed
of in accordance with the Shelf Registration Statement;




(ii) the date on which such Note or such share of Common Stock issued upon
conversion is transferred in compliance with Rule 144 (or any other similar
provision then in force) under the Securities Act or transferable pursuant to
paragraph (k) of Rule 144 under the Securities Act (or any other similar
provision then in force);




(iii) the date on which such Note or such share of Common Stock issued upon
conversion ceases to be outstanding (whether as a result of redemption,
repurchase and cancellation, conversion or otherwise); or




(iv) the date on which such Note or such share of Common Stock has otherwise
been transferred and a new Note or share of Common Stock not subject to transfer
restrictions under the Securities Act has been delivered by or on behalf of the
Company in accordance with Section • of the Indenture.



“underwriter”: Any underwriter of Transfer Restricted Securities in connection with an
offering thereof under the Shelf Registration Statement.



“Underwritten Registration”: A registration in which Transfer Restricted Securities of the
Company are sold to an underwriter for reoffering to the public.



Unless the context otherwise requires, the singular includes the plural, and words in the
plural include the singular.



2. Shelf Registration.




(a) The Company shall:




(i) use its commercially reasonable efforts to, as promptly as practicable
(but in no event more than 210 days after the Closing Date (such 210th day, the
“Effectiveness Target Date”)), cause to become effective under the Securities Act
a registration statement pursuant to Rule 415 under the Securities Act or any
similar rule that may be adopted by the Commission (the “Shelf Registration
Statement”), or otherwise make available for use by Holders a previously filed
effective Shelf Registration Statement (the date of such effectiveness or
availability, the “Effectiveness Date”), which Shelf Registration Statement shall
provide for the registration and resales, on a continuous or delayed basis, of
all Transfer Restricted Securities subject to the terms and conditions hereof;
and




(ii) use its commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required by the
Securities Act and by the provisions of Section 4(b) hereof to the extent
necessary to ensure that (A) it is available for resales by the Holders of
Transfer Restricted Securities entitled, subject to the terms and conditions
hereof, to the benefit of this Agreement and (B) conforms with the requirements
of this Agreement and the Securities Act and the rules and regulations of the
Commission promulgated thereunder as announced from time to time, for a period
(the “Effectiveness Period”) from the date the Shelf Registration Statement
becomes effective until the date that the Notes and the shares of Common Stock
issuable upon exchange thereof have ceased to be Transfer Restricted Securities.




The Company shall be deemed not have used its commercially reasonable efforts to keep
the Shelf Registration Statement effective during the Effectiveness Period if it
voluntarily takes any action that would result in Holders of Transfer Restricted
Securities not being able to offer and sell such securities at any time during the
Effectiveness Period, unless such action is (x) required by applicable law or otherwise
undertaken by the Company in good faith and for valid business reasons (not including
avoidance of the Company’s obligations hereunder), including the acquisition or
divestiture of assets, or (y) permitted by Section 4(b)(ii) hereof.




(b) Not less than 30 days prior to the Effectiveness Target Date, the Company shall
mail the Notice and Questionnaire to the Holders. Each Holder that becomes a Notice
Holder (and provides such additional information as the Company reasonably may request) no
later than 15 days following such Holder’s receipt of notice from the Company of the
filing or designation of the Shelf Registration Statement shall be named as a selling
securityholder in the initial Registration Statement made available to Holders under the
Shelf Registration Statement.




(c) If the Shelf Registration Statement ceases to be effective for any reason at any
time during the Effectiveness Period (other than because all Transfer Restricted
Securities registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Transfer Restricted Securities), the Company shall use its
commercially reasonable efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof or file or designate a subsequent Shelf Registration Statement
covering all of the securities that as of the date of such filing or designation are
Transfer Restricted Securities. If such a subsequent Shelf Registration Statement is
filed or designated (and is not already effective), the Company shall use its commercially
reasonable efforts to cause the subsequent Shelf Registration Statement to become
effective as promptly as is practicable after such filing or designation and to keep such
subsequent Shelf Registration Statement continuously effective until the end of the
Effectiveness Period.




(d) The Company shall supplement and amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement, if required by the Securities
Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of
the Holders of the Transfer Restricted Securities covered by such Shelf Registration
Statement.




(e) The Company shall cause the Shelf Registration Statement and the related
Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, and any Issuer Free Writing
Prospectus, as of the date thereof, (i) to comply in all material respects with the
applicable requirements of the Securities Act, and (ii) not to contain any untrue
statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein (in the case of the
Prospectus and any Issuer Free Writing Prospectus, in light of the circumstances under
which they were made) not misleading.




(f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted
Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do
so only in accordance with the terms and conditions of this Agreement. Each Holder
wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement
and related Prospectus from and after the Effectiveness Date agrees to deliver a Notice
and Questionnaire to the Company at least 10 Business Days prior to any intended
distribution of Transfer Restricted Securities under the Shelf Registration Statement.
From and after the Effectiveness Date, the Company shall, as promptly as practicable after
the date a Notice and Questionnaire is delivered to it, and in any event upon the later of
(x) 10 Business Days after such date (but no earlier than 10 Business Days after
effectiveness) or (y) 10 Business Days after the expiration of any Suspension Period in
effect when the Notice and Questionnaire is delivered or put into effect within 10
Business Days of such delivery date:




(i) if required by applicable law, file with the SEC a post-effective
amendment to the Shelf Registration Statement or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
required document so that the Holder delivering such Notice and Questionnaire is
named as a selling securityholder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Transfer Restricted Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to the
Shelf Registration Statement, use its commercially reasonable efforts to cause
such post-effective amendment to become effective under the Securities Act as
promptly as is practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date”) that is 45 days after the date such post-effective
amendment is required by this clause to be filed;




(ii) provide such Holder copies of the any documents filed pursuant to
Section 2(f)(i); and




(iii) notify such Holder as promptly as practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to
Section 2(f)(i);



provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company
shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set
forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance
with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a selling
securityholder in any Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to 20 Business Days from the Expiration of a
Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during such
extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline
Date.



3. Liquidated Damages.




(a) If:




(i) the Shelf Registration Statement has not become effective, or a
previously effective Shelf Registration Statement has not been made available,
prior to or on the Effectiveness Target Date;




(ii) the Company has failed to perform its obligations set forth in Section
2(f) within the time periods required therein;




(iii) any post-effective amendment to a Shelf Registration filed pursuant to
Section 2(f)(i) has not become effective under the Securities Act on or prior to
the Amendment Effectiveness Deadline Date;




(iv) except as provided in Section 4(b)(ii) hereof, the Shelf Registration
Statement is filed and has become effective but, during the Effectiveness Period,
shall thereafter cease to be effective or fail to be usable for its intended
purpose, and the Company does not cure such failure within 10 business days by a
post-effective amendment, prospectus supplement or report filed pursuant to the
Exchange Act; or




(v) Suspension Periods exceed 45 consecutive days or an aggregate of 120
days in any 360-day period;




(each such event referred to in foregoing clauses (i) through (vi), a “Registration
Default”), the Company hereby agrees to pay interest (“Liquidated Damages”) with respect
to the Transfer Restricted Securities from and including the day following the
Registration Default to but excluding the earlier of (1) the day on which the Registration
Default has been cured and (2) the date the Shelf Registration Statement is no longer
required to be kept effective, accruing at a rate:




(A) in respect of the Notes, to each holder of Notes, (x) with
respect to the first 90-day period during which a Registration Default
shall have occurred and be continuing, equal to 0.25% per annum of the
aggregate principal amount of the Notes, and (y) with respect to the
period commencing on the 91st day following the day the Registration
Default shall have occurred and be continuing, equal to 0.50% per annum
of the aggregate principal amount of the Notes; provided that in no
event shall Liquidated Damages accrue at a rate per year exceeding 0.50%
of the aggregate principal amount of the Notes; and




(B) in respect of the Notes that are Transfer Restricted Securities
submitted for conversion into Common Stock during the existence of a
Registration Default with respect to the Common Stock, the holder will
not be entitled to receive any Liquidated Damages with respect to such
Common Stock but (x) will be entitled to a conversion rate adjustment in
accordance with the terms of the Notes as set forth in the Indenture and
(y) will receive from the Company on the settlement date with respect to
such conversion, accrued and unpaid Liquidated Damages calculated in
accordance with paragraph (A) to the Conversion Date (as defined in the
Indenture); and




(C) in respect of Common Stock issued upon conversion of Notes,
each holder of such Common Stock will not be entitled to any Liquidated
Damages if the Registration Default with respect to such Common Stock
occurs after the holder has converted the Notes into Common Stock.




(b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the
Company on each Liquidated Damages Payment Date. Upon the cure of all Registration
Defaults relating to any particular Transfer Restricted Security, the accrual of
applicable Liquidated Damages will cease.



All obligations of the Company set forth in this Section 3 that are outstanding with respect
to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to such Transfer
Restricted Security shall have been satisfied in full.



The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the
Holders of Transfer Restricted Securities for each Registration Default.



4. Registration Procedures.




(a) In connection with the Shelf Registration Statement, the Company shall comply
with all the provisions of Section 4(b) hereof and shall use its commercially reasonable
efforts to effect such registration to permit the sale of the Transfer Restricted
Securities, and pursuant thereto, shall as expeditiously as reasonably possible prepare
and file with the Commission a Shelf Registration Statement relating to the registration
on any appropriate form under the Securities Act, or otherwise make available for use by
Holders a previously filed Shelf Registration Statement.




(b) In connection with the Shelf Registration Statement and any Prospectus required
by this Agreement to permit the sale or resale of Transfer Restricted Securities, the
Company shall:




(i) Subject to any notice by the Company in accordance with this Section
4(b) of the existence of any fact or event of the kind described in Section
4(b)(iv)(D), use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective during the Effectiveness Period;
upon the occurrence of any event that would cause the Shelf Registration
Statement or the Prospectus contained therein (A) to contain a material
misstatement or omission or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the Effectiveness Period, the Company shall
file promptly a post-effective amendment to the Shelf Registration Statement or
an amendment or supplement to the related Prospectus or file any other required
document, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its commercially
reasonable efforts to cause any such amendment to become effective and the Shelf
Registration Statement and the related Prospectus to become usable for their
intended purposes as soon as practicable thereafter.




(ii) Notwithstanding Section 4(b)(i) hereof, the Company may suspend the
effectiveness of the Shelf Registration Statement (each such period, a
“Suspension Period”):




(x) if an event occurs and is continuing as a result of which the Shelf
Registration Statement, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein would, in the Company’s judgment,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; or




(y) if the Company determines in good faith that the disclosure of a
material event at such time would be seriously detrimental to the Company and
its subsidiaries.




Upon the occurrence of any event described in clauses (x) and (y) of this Section
4(b)(ii), the Company shall give notice (without notice of the specific nature or details
of such events or developments) to the Holders that the availability of the Shelf
Registration is suspended and, upon actual receipt of any such notice, each Holder agrees
not to sell any Transfer Restricted Securities pursuant to the Shelf Registration until
such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in
Section 4(b) hereof. The period during which the availability of the Shelf Registration
and any Prospectus is suspended (the “Suspension Period”) shall not exceed 45 consecutive
days, provided that Suspension Periods shall not exceed an aggregate of 120 days in any
360-day period. The Company shall not be required to specify in the written notice to the
Holders the nature of the event giving rise to the Suspension Period.




(iii) Prepare and file with the Commission such amendments and
post-effective amendments to the Shelf Registration Statement as may be necessary
to keep the Shelf Registration Statement effective during the Effectiveness
Period; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Securities Act, and to comply fully with the applicable provisions of Rule 424
under the Securities Act in a timely manner; and comply with the provisions of
the Securities Act with respect to the disposition of all Transfer Restricted
Securities covered by the Shelf Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
sellers thereof set forth or to be set forth in the Shelf Registration Statement
or supplement to the Prospectus.




(iv) Advise the selling Holders and any Initial Purchaser that has provided
in writing to the Company a telephone or facsimile number and address for
notices, promptly and, if requested by such selling Holders, to confirm such
advice in writing (which notice pursuant to clauses (B) through (E) below shall
be accompanied by an instruction to suspend the use of the Prospectus until the
Company shall have remedied the basis for such suspension):




(A) when the Prospectus, any Prospectus supplement, any
post-effective amendment or any Issuer Free Writing Prospectus has been
filed, and, with respect to the Shelf Registration Statement or any
post-effective amendment thereto, when the same has become effective,




(B) of any request by the Commission for amendments or supplements
to the Shelf Registration Statement, the Prospectus or any Issuer Free
Writing Prospectus or for additional information relating thereto,




(C) of the issuance by the Commission of any stop order suspending
the effectiveness of the Shelf Registration Statement under the
Securities Act or of any notice that would prevent its use, or of the
suspension by any state securities commission of the qualification of
the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the threatening or initiation of any proceeding for any
of the preceding purposes,




(D) of the existence of any fact or the happening of any event,
during the Effectiveness Period, that makes any statement of a material
fact made in the Shelf Registration Statement, the Prospectus, any
amendment or supplement thereto, or any document incorporated by
reference therein untrue, or that requires the making of any additions
to or changes in the Shelf Registration Statement or the Prospectus in
order to make the statements therein (in the case of the Prospectus, in
the light of the circumstances under which they were made) not
misleading, or




(E) when any Issuer Free Writing Prospectus includes information
that may conflict with the information contained in the Registration
Statement.




(iv) If at any time the Commission shall issue any stop order suspending the
effectiveness of the Shelf Registration Statement or any notice that would
prevent its use, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification
of the Transfer Restricted Securities under state securities or Blue Sky laws,
the Company shall use its commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible time, including, if
necessary, by filing an amendment to the Shelf Registration Statement or a new
Shelf Registration Statement and using its commercially reasonable efforts to
have such amendment or new Shelf Registration Statement declared effective, and
will provide to each Holder who is named in the Shelf Registration Statement
prompt notice of the withdrawal of any such order or of the filing or
effectiveness of any such amendment or new registration statement.




(v) Make available at reasonable times for inspection by one or more
representatives of the selling Holders, designated in writing by a Majority of
Holders whose Transfer Restricted Securities are included in the Shelf
Registration Statement, and any attorney or accountant retained by such selling
Holders and any underwriter participating in any disposition pursuant to the
Shelf Registration Statement, all relevant financial and other records and
pertinent corporate documents of the Company as shall be reasonably necessary to
enable them to conduct a reasonable investigation within the meaning of Section
11 of the Securities Act, and cause the Company’s officers, directors, managers
and employees to supply all information reasonably requested by any such
representative or representatives of the selling Holders, attorney or accountant
in connection therewith, as is customary for similar due diligence examinations.




(vi) If requested by any selling Holders or the Representatives, promptly
incorporate in the Shelf Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the
Transfer Restricted Securities.




(vii) Deliver to each selling Holder, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) and any amendment or
supplement thereto, and any Issuer Free Writing Prospectus, as such Persons
reasonably may request; subject to Section 4(b)(ii) and subject to any notice by
the Company in accordance with this Section 4(b) of the existence of any fact or
event of the kind described in Section 4(b)(iv)(B) through (E), the Company
hereby consents to the use of the Prospectus and any amendment or supplement
thereto, and any Issuer Free Writing Prospectus, by each of the selling Holders
in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto.




(viii) Before any public offering of Transfer Restricted Securities,
cooperate with the selling Holders and their counsel in connection with the
registration and qualification of the Transfer Restricted Securities under the
securities or Blue Sky laws of such jurisdictions in the United States as the
selling Holders may reasonably request and do any and all other acts or things as
may be reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that the Company shall not be required
(A) to register or qualify as a foreign corporation or a dealer of securities
where it is not now so qualified or to take any action that would subject it to
the service of process in any jurisdiction where it is not now so subject, other
than service of process for suits arising out of the Initial Placement or any
offering pursuant to the Shelf Registration Statement, or (B) to subject itself
to general or unlimited service of process or to taxation in any such
jurisdiction if they are not now so subject.




(ix) Unless any Transfer Restricted Securities shall be in book-entry form
only, cooperate with the selling Holders to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to be sold
and not bearing any restrictive legends (unless required by applicable securities
laws); and enable such Transfer Restricted Securities to be in such denominations
and registered in such names as the Holders may request at least two Business
Days before any sale of Transfer Restricted Securities.




(x) Use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Shelf Registration Statement to be registered with or
approved by such other U.S. governmental agencies or authorities as may be
reasonably necessary to enable the seller or sellers thereof to consummate the
disposition of such Transfer Restricted Securities.




(xi) Subject to Section 4(b)(ii) hereof, if any fact or event contemplated
by Section 4(b)(iv)(B) through (D) hereof shall exist or have occurred, use its
commercially reasonable efforts to prepare a supplement or post-effective
amendment to the Shelf Registration Statement, related Prospectus (including by
means of an Issuer Free Writing Prospectus), relevant Issuer Free Writing
Prospectus or any document incorporated therein by reference or to file any other
required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, none of the Registration Statement, the Prospectus or any
Issuer Free Writing Prospectus will contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus and any
such Issuer Free Writing Prospectus, in the light of the circumstances in which
they are made) not misleading.




(xii) Provide CUSIP numbers for all Transfer Restricted Securities not later
than the effective date of the Shelf Registration Statement and provide the
Trustee under the Indenture with certificates for the Notes that are in a form
eligible for deposit with The Depository Trust Company.




(xiii) Cooperate and assist in any filings required to be made with the NASD
and in the performance of any due diligence investigation by any underwriter that
is required to be undertaken in accordance with the rules and regulations of the
NASD.




(xiv) Otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission and all reporting requirements
under the rules and regulations of the Exchange Act.




(xv) Make generally available to its security holders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act as soon as
practicable after the effective date of the Shelf Registration Statement and in
any event no later than 40 days after the end of the 12-month period (or 60 days,
if such period is a fiscal year) beginning with the first month of the Company’s
first fiscal quarter commencing after the effective date of the Shelf
Registration Statement.




(xvi) Cause the Indenture to be qualified under the TIA in a timely manner,
and, in connection therewith, cooperate with the Trustee and the holders of Notes
to effect such changes to the Indenture as may be required for such Indenture to
be so qualified in accordance with the terms of the TIA; and execute and use its
commercially reasonable efforts to cause the Trustee thereunder to execute all
documents that may be required to effect such changes and all other forms and
documents required to be filed with the Commission to enable such Indenture to be
so qualified in a timely manner. In the event that any such amendment or
modification referred to in this Section 4(b)(xvi) involves the appointment of a
new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.




(xvii) Cause all Common Stock covered by the Shelf Registration Statement to
be listed or quoted, as the case may be, on each securities exchange or automated
quotation system on which Common Stock is then listed or quoted.




(xviii) Provide to each Holder upon written request each document filed with
the Commission pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act after the effective date of the Shelf Registration Statement, unless
such document is available through the Commission’s EDGAR system.




(xix) Use its commercially reasonable efforts, if the Notes have been rated
prior to the initial sale of such Notes, to confirm such ratings will apply to
the Notes covered by the Shelf Registration Statement.




(xx) In connection with any underwritten offering conducted pursuant to
Section 8 hereof, make such representations and warranties to the Holders of
Securities registered thereunder and the underwriters, in form, substance and
scope as are customarily made by issuers to underwriters in primary underwritten
offerings and covering matters including, but not limited to, those set forth in
the Purchase Agreement;




(xxi) In connection with any underwritten offering conducted pursuant to
Section 8 hereof, obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the Managing Underwriters) addressed to each selling Holder and
the underwriters, if any, covering such matters as are customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by such Holders and underwriters;




(xxii) In connection with any underwritten offering conducted pursuant to
Section 8, hereof, obtain “comfort” letters and updates thereof from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Shelf Registration
Statement), addressed to each selling Holder of Securities registered thereunder
and the underwriters, in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with primary underwritten
offerings; and




(xxiii) In connection with any underwritten offering conducted pursuant to
Section 8 hereof, deliver such documents and certificates as may be reasonably
requested by the Majority Holders and the Managing Underwriters, including those
to evidence compliance with Section 4(b)(iii) hereof and with any customary
conditions contained in the Purchase Agreement or other agreement entered into by
the Company.




(xxiv) In connection with underwritten offering conducted pursuant to
Section 8 hereof, the Company shall, if requested, promptly include or
incorporate in a Prospectus supplement or post-effective amendment to the Shelf
Registration Statement such information as the Managing Underwriters reasonably
agree should be included therein and to which the Company does not reasonably
object and shall make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after it is notified of the
matters to be included or incorporated in such Prospectus supplement or
post-effective amendment.




(xxv) Use its commercially reasonable efforts to take all other steps
necessary to effect the registration of the Transfer Restricted Securities
covered by the Shelf Registration Statement.




(xxvi) Enter into customary agreements (including, if requested, an
underwriting agreement in customary form) and take all other appropriate actions
in order to expedite or facilitate the registration or the disposition of the
Transfer Restricted Securities, and in connection therewith, if an underwriting
agreement is entered into, cause the same to contain indemnification provisions
and procedures no less favorable than those set forth in Section 6 hereof.



The actions set forth in clauses (xxi), (xxii), (xxiii) and (xxiv) of this Section 4(b) shall
be performed at (A) the effectiveness of the Shelf Registration Statement and each post-effective
amendment thereto; and (b) each closing under any underwriting or similar agreement as and to the
extent required thereunder.




(c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice (a “Suspension Notice”) from the Company of the existence of any
fact of the kind described in Section 4(b)(iv)(B) through (E) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement and use of the Prospectus and any related Free Writing Prospectuses
until:




(i) such Holder has received copies of the supplemented or amended
Prospectus or applicable Issuer Free Writing Prospectus contemplated by Section
4(b)(xi) hereof; or




(ii) such Holder is advised in writing by the Company that the use of the
Prospectus and any applicable Issuer Free Writing Prospectus may be resumed, and
has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus.



If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities and any Issuer Free Writing Prospectus that was
current at the time of receipt of such Suspension Notice.




(d) Each Holder agrees by acquisition of a Transfer Restricted Security, that no
Holder shall be entitled to sell any of such Transfer Restricted Securities pursuant to a
Registration Statement, or to receive a Prospectus relating thereto, unless such Holder
has furnished the Company with a Notice and Questionnaire as required pursuant to Section
2(b) or Section 2(f) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence. The Company
may require each Notice Holder of Notes to be sold pursuant to the Shelf Registration
Statement to furnish to the Company such information regarding the Holder and the
distribution of such Notes as the Company may from time to time reasonably require for
inclusion in such Registration Statement. Each Notice Holder agrees promptly to furnish
to the Company all information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such Transfer Restricted
Securities as the Company may from time to time reasonably request in writing. The
Company may exclude from such Shelf Registration Statement the Notes of any Holder that
unreasonably fails to furnish such information within a reasonable time after receiving
such request.



5. Registration Expenses.




All expenses incident to the Company’s performance of or compliance with this
Agreement shall be borne by the Company regardless of whether a Shelf Registration
Statement becomes effective, including, without limitation:




(a) all registration and filing fees and expenses (including filings made with the
NASD);




(b) all fees and expenses of compliance with federal securities and state Blue Sky or
securities laws;




(c) all expenses of printing (including printing of Prospectuses, Issuer Free Writing
Prospectuses and certificates for the Common Stock to be issued upon conversion of the
Notes) and the Company’s expenses for messenger and delivery services and telephone;




(d) all fees and disbursements of counsel to the Company;




(e) all application and filing fees in connection with listing (or authorizing for
quotation) the Common Stock on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and




(f) all fees and disbursements of independent certified public accountants of the
Company.



The Company shall bear its internal expenses (including, without limitation, all salaries and
expenses of their officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Company. The Company shall pay all expenses customarily borne by issuers in an
underwritten offering as set forth in Section 8(c) hereof.



6. Indemnification And Contribution.




(a) The Company agrees to indemnify and hold harmless each Holder of Transfer
Restricted Securities (including each Initial Purchaser), its directors, officers,
employees and agents, and each person, if any, who controls any Holder within the meaning
of the Securities Act or the Exchange Act (each, an “Indemnified Holder”), against any
loss, claim, damage, liability or expense, as incurred, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or expense relating to
resales of the Transfer Restricted Securities) (collectively, “Losses”), to which such
Indemnified Holder may become subject, insofar as any such Loss arises out of or is based
upon:




(i) any untrue statement or alleged untrue statement of a material fact
contained in (A) the Shelf Registration Statement as originally filed or in any
amendment thereof, or (B) any blue sky application or other document or any
amendment or supplement thereto prepared or executed by the Company (or based
upon written information furnished by or on behalf of the Company expressly for
use in such blue sky application or other document or amendment or supplement)
filed in any jurisdiction specifically for the purpose of qualifying any or all
of the Transfer Restricted Securities under the securities law of any state or
other jurisdiction (such application or document being hereinafter called a “Blue
Sky Application”), or, in each case, the omission or alleged omission to state
therein any material fact required to be stated therein or necessary to make the
statements therein not misleading; or




(ii) any untrue statement or alleged untrue statement of a material fact
contained in any Issuer Free Writing Prospectus, any preliminary prospectus or
the Prospectus (or any amendment or supplement thereto), or the omission or
alleged omission therefrom of a material fact, in each case, necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading,




and to reimburse each Indemnified Holder for any and all expenses including the fees and
disbursements of counsel as such expenses are reasonably incurred by such Indemnified
Holder in connection with investigating, defending, settling, compromising or paying any
such Loss; provided, however, that the foregoing indemnity agreement shall not apply to
any Loss to the extent, but only to the extent, arising out of or based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with written information furnished to the Company by or on behalf
of such Holder (or its related Indemnified Holder) expressly for use therein. The
indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities
that the Company may otherwise have.




The Company also agrees to indemnify as provided in this Section 6(a) or contribute as
provided in Section 6(e) hereof to Losses of each underwriter, if any, of Transfer
Restricted Securities registered under a Shelf Registration Statement, their directors,
officers, employees or agents and each person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial Purchasers and
the selling Holders provided in this Section 6(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in Section
4(b)(xxvi) hereof.




(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, each of its directors, each of its officers who sign the Shelf Registration
Statement and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (i) to the same extent as the foregoing indemnity from
the Company to each such Holder, but only with reference to written information relating
to such Holder furnished to the Company by or on behalf of such Holder specifically for
inclusion in the documents referred to in the foregoing indemnity and (ii) against any
Loss, joint or several, including, but not limited to, any Loss relating to resales of the
Transfer Restricted Securities, to which such person may become subject, insofar as any
such Loss arises out of, or is based upon any Free Writing Prospectus used by such Holder
without the prior consent of the Issuer, and in connection with any underwritten offering,
the underwriters, provided that the indemnification obligation in this clause (ii) shall
be several, not joint and several, among the Holders who used such Free Writing
Prospectus. This indemnity agreement set forth in this Section shall be in addition to
any liabilities which any such Holder may otherwise have.




(c) Promptly after receipt by an indemnified party under this Section 6 of notice of
the commencement of any action, such indemnified party will, if a claim in respect thereof
is to be made against an indemnifying party under this Section 6, notify the indemnifying
party in writing of the commencement thereof, but the failure to notify the indemnifying
party (i) will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b) above. In case
any such action is brought against any indemnified party and such indemnified party seeks
or intends to seek indemnity from an indemnifying party, the indemnifying party will be
entitled to participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party, to assume
the defense thereof with counsel satisfactory to such indemnified party; provided,
however, if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded that a
conflict may arise between the positions of the indemnifying party and the indemnified
party in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties that are different from or additional to
those available to the indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or parties.
Upon receipt of notice from the indemnifying party to such indemnified party of such
indemnifying party’s election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 6 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the proviso to
the preceding sentence (it being understood, however, that the indemnifying party shall
not be liable for the expenses of more than one separate counsel (other than local
counsel), reasonably approved by the indemnifying party, representing the indemnified
parties who are parties to such action) or (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action, in each of which
cases the fees and expenses of counsel shall be at the expense of the indemnifying party.




(d) The indemnifying party under this Section 6 shall not be liable for any
settlement of any proceeding effected without its written consent, which shall not be
withheld unreasonably, but if settled with such consent or if there is a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any Loss by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as contemplated by
Section 6(c) hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement
is entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such settlement.
No indemnifying party shall, without the prior written consent of the indemnified party,
effect any settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity was or could have been sought hereunder by such
indemnified party, unless such settlement, compromise or consent (x) includes an
unconditional release of such indemnified party from all liability on claims that are the
subject matter of such action, suit or proceeding and (y) does not include a statement as
to or an admission of fault, culpability or a failure to act, by or on behalf of any
indemnified party.




(e) If the indemnification provided for in Section 6 is for any reason unavailable to
or otherwise insufficient to hold harmless an indemnified party in respect of any Loss
referred to therein, then each indemnifying party shall contribute to the aggregate amount
paid or payable by such indemnified party, as incurred, as a result of any Loss referred
to therein:




(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company, on the one hand, and the Holders, on the other hand,
from the offering and sale of the Transfer Restricted Securities, on the one
hand, and a Holder with respect to the sale by such Holder of the Transfer
Restricted Securities, on the other hand, or




(ii) if the allocation provided by Section (6)(e)(i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in Section 6(e)(i) above but also the relative
fault of the Company, on the one hand, and the Holders, on the other hand, in
connection with the statements or omissions or alleged statements or omissions
that resulted in such Loss, as well as any other relevant equitable
considerations.




The relative benefits received by the Company, on the one hand, and the Holders, on the
other hand, in connection with such offering and such sale of the Transfer Restricted
Securities pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Notes purchased under the
Purchase Agreement (before deducting expenses, but after deducting total discounts and
commissions received by the Initial Purchasers) received by the Company and the total
proceeds received by the Holders with respect to their sale of Transfer Restricted
Securities. The relative fault of the Company, on the one hand, and the Holders, on the
other hand, shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company, on the one hand, or
the Holders, on the other hand, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company
and the Holders agree that it would not be just and equitable if contribution pursuant to
this Section 6(e) were determined by pro rata allocation (even if the Holders were treated
as one entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in this Section 6(e).




The amount paid or payable by a party as a result of the Loss referred to above shall
be deemed to include, subject to the limitations set forth in Section 6(c), any legal or
other fees or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim.




Notwithstanding the provisions of this Section 6, in no event will (i) any Holder be
required to undertake liability to any person under this Section 6 for any amounts in
excess of the dollar amount of the proceeds to be received by such Holder from the sale of
such Holder’s Transfer Restricted Securities (after deducting any fees, discounts and
commissions applicable thereto) pursuant to any Shelf Registration Statement under which
such Transfer Restricted Securities are to be registered under the Securities Act and (ii)
any underwriter be required to undertake liability to any person hereunder for any amounts
in excess of the discount or commission payable to such underwriter with respect to the
Transfer Restricted Securities underwritten by it and distributed to the public. No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in
this Section 6(e) are several and not joint.




(f) The provisions of this Section 6 shall remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the Company or any
of the officers, directors, employees, agents or controlling persons referred to in
Section 6 hereof, and will survive the sale by a Holder of Transfer Restricted Securities.



7. Rule 144A and Rule 144. The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the Company (i) is not
subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder,
to such Holder of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such Holder, the
information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d)
of the Exchange Act, to make all filings required thereby in a timely manner in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144.



8. Underwritten Registrations.




(a) Any Holder of Transfer Restricted Securities may sell Transfer Restricted
Securities (in whole or in part) in an underwritten offering; provided that (i) the
Electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer
Restricted Securities then covered by the Shelf Registration Statement shall request such
an offering, (ii) at least such aggregate principal amount of such Transfer Restricted
Securities shall be included in such offering and (iii) the Company provides prior written
approval, which may be withheld in the Company’s sole discretion. Upon receipt of such a
request from the necessary Electing Holders and subject to the foregoing clauses (i), (ii)
and (iii), the Company shall provide all Holders of Transfer Restricted Securities written
notice of the request, which notice shall inform such Holders that they have the
opportunity to participate in the offering. If any of the Transfer Restricted Securities
covered by the Shelf Registration Statement are to be sold in an underwritten offering,
the Managing Underwriters shall be selected by the Majority Holders.




(b) No person may participate in any underwritten offering pursuant to the Shelf
Registration Statement unless such person (i) agrees to sell such person’s Transfer
Restricted Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements; (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such underwriting arrangements;
and (iii) if such Holder is not then a Notice Holder, such Holder returns a completed and
signed Notice and Questionnaire to the Company in accordance with Section 2(b) or
Section 2(f) hereof within a reasonable amount of time before such underwritten offering.




(c) The Holders participating in any underwritten offering shall be responsible for
any underwriting discounts and commissions and fees and, subject to Section 5 hereof,
expenses of their own counsel. The Company shall pay all expenses customarily borne by
issuers in an underwritten offering, including but not limited to filing fees, the fees
and disbursements of its counsel and independent public accountants and any printing
expenses incurred in connection with such underwritten offering. Notwithstanding the
foregoing or the provisions of Section 4(b)(xxiv) hereof, upon receipt of a request from
the Managing Underwriter or a representative of holders of a majority of the Transfer
Restricted Securities to be included in an underwritten offering to prepare and file an
amendment or supplement to the Shelf Registration Statement and Prospectus in connection
with an underwritten offering, the Company may delay the filing of any such amendment or
supplement for up to 90 days if the Board of Directors of the Company shall have
determined in good faith that the Company has a bona fide business reason for such delay.



9. Miscellaneous.




(a) Free Writing Prospectuses. Each Holder represents that it has not prepared or
had prepared on its behalf or used or referred to, and agrees that it will not prepare or
have prepared on its behalf or use or refer to, any Free Writing Prospectus, and has not
distributed and will not distribute any written materials in connection with the offer or
sale of the Transfer Restricted Securities without the prior express written consent of
the Company and, in connection with any underwritten offering, the underwriters. Any such
Free Writing Prospectus consented to by the Company and, if applicable, the underwriters,
as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company represents and agrees that it has treated and will treat, as the case may be,
each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, including in
respect of timely filing with the Commission, legending and recordkeeping.




(b) Remedies. The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 2 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely, and
that, in the event of any such failure, in addition to being entitled to exercise all
rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by
law, including recovery of liquidated or other damages, the Initial Purchasers or any
Holder may obtain such relief as may be required to specifically enforce the Company’s
obligations under Section 2 hereof. The Company further agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.




(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered
into, nor shall it, on or after the date hereof, enter into, any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. In addition, the Company
shall not grant to any of its securityholders (other than the Holders of Transfer
Restricted Securities in such capacity) the right to include any of its securities in the
Shelf Registration Statement provided for in this Agreement other than the Transfer
Restricted Securities.




(d) Amendments and Waivers. This Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not
be given, unless the Company has obtained the written consent of a Majority of Holders;
provided, however, that with respect to any matter that directly or indirectly adversely
affects the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective. Notwithstanding the
foregoing (except the foregoing proviso), a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the rights of
Holders whose securities are being sold pursuant to a Shelf Registration Statement and
does not directly or indirectly adversely affect the rights of other Holders, may be given
by the Majority Holders, determined on the basis of Transfer Restricted Securities being
sold rather than registered under such Shelf Registration Statement.




(e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, first class mail (registered or
certified, return receipt requested), facsimile transmission, or air courier guaranteeing
overnight delivery:




(i) if to a Holder, at the address set forth on the records of the registrar
under the Indenture or the transfer agent of the Common Stock, as the case may
be; and




(ii) if to the Company, initially at its address set forth in the Purchase
Agreement,




With a copy to:




Latham & Watkins


633 West Fifth Street, Suite 400


Los Angeles, CA 90071-2007


Attention James Beaubien




All such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five Business Days after being deposited
in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.



Any party hereto may change the address for receipt of communications by giving written notice
to the others.




(f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without
limitation and without the need for an express assignment, subsequent Holders of Transfer
Restricted Securities. The Company hereby agrees to extend the benefit of this Agreement
to any Holder and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.




(g) Counterparts. This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement.




(h) Jurisdiction. The Company agrees that any suit, action or proceeding against the
Company brought by any Holder or Initial Purchaser, the directors, officers, employees,
Affiliates and agents of any Holder or Initial Purchaser, or by any person who controls
any Holder or Initial Purchaser, arising out of or based upon this Agreement or the
transactions contemplated hereby may be instituted in any State or U.S. federal court in
The City of New York and County of New York, and waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably submits to
the non-exclusive jurisdiction of such courts in any suit, action or proceeding.




(i) Notes Held by the Company or Their Affiliates. Whenever the consent or approval
of Holders of a specified percentage of Transfer Restricted Securities is required
hereunder, Transfer Restricted Securities held by the Company or its Affiliates (other
than subsequent Holders if such subsequent Holders are deemed to be Affiliates solely by
reason of their holding of such Transfer Restricted Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such required
percentage.




(j) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




(k) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK.




(l) Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired thereby, it
being intended that all of the rights and privileges of the parties shall be enforceable
to the fullest extent permitted by law.




(m) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration rights granted
by the Company with respect to the Transfer Restricted Securities. This Agreement
supersedes all prior agreements and understandings between the parties with respect to
such subject matter.



2




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.




LIVE NATION, INC.



	 	 	 
	By:

	 	/s/ Michael Rapino
	
 
	 	 
	
 
	 	Name: Michael Rapino
	
 
	 	Title: Chief Executive Officer







	 	 	BANC OF AMERICA SECURITIES LLC






J.P. MORGAN SECURITIES INC.


Acting severally on behalf of themselves and the
several Initial Purchasers




By BANC OF AMERICA SECURITIES LLC



	 	 	 
	By:

	 	/s/ Craig W. McCracken
	
 
	 	 
	
 
	 	Name: Craig W. McCracken
	
 
	 	Title: Managing Director
	
 
	 	Authorized Representative







	 	 	By J.P. MORGAN SECURITIES INC.





	 	 	 
	By:

	 	/s/ Gautam Sareen
	
 
	 	 
	
 
	 	Name: Gautam Sareen
	
 
	 	Title: Vice President
	
 
	 	Authorized Representative







3