EXHIBIT 10.1


 


STOCKHOLDER AGREEMENT


 


This
Stockholder Agreement (this “Agreement”),
dated as of February 10, 2009, is by and among Live Nation, Inc., a
Delaware corporation (the “Company”),
Liberty Media Corporation, a Delaware corporation (as defined below), Liberty
USA Holdings, LLC, a Delaware limited liability company and wholly owned
subsidiary of Liberty (“Liberty Holdings”),
and Ticketmaster Entertainment, Inc., a Delaware corporation (“Ticketmaster”).


 


WHEREAS,
simultaneously with the execution of this Agreement, Live Nation and
Ticketmaster are entering into an Agreement and Plan of Merger dated of even
date herewith (the “Merger Agreement”)
providing for, among other matters, the merger of Ticketmaster with and into an
indirect wholly owned subsidiary of Live Nation pursuant to which the shares of
Common Stock, par value $0.01 per share, of Ticketmaster  (“Ticketmaster Common Stock”)
will, upon the terms and subject to the conditions set forth therein, be
converted into the right to receive shares of Common Stock, par value $0.01 per
share, of Live Nation (“LN Common Stock”)
(capitalized terms used but not defined herein have the meanings given such
terms in the Merger Agreement);


 


WHEREAS,
Ticketmaster, Liberty, Liberty Holdings and IAC/InterActiveCorp are parties to
that certain Spinco Assignment and Assumption Agreement, dated as of August 20,
2008 (the “Spinco Agreement Assumption”),
relating to the Spinco Agreement referenced therein (the “Spinco
Agreement”) (the Spinco Agreement as and to the extent assigned to
and assumed by Ticketmaster pursuant to the Spinco Agreement Assumption is
herein referred to as the “Ticketmaster Spinco
Agreement”);


 


WHEREAS, (i) as
of the date hereof Liberty Holdings is the record and beneficial owner of
16,643,957 shares (the “Liberty Share Number”)
of Ticketmaster Common Stock and (ii) Live Nation and Liberty Holdings are
simultaneously with the execution of this Agreement entering into a Voting
Agreement with respect to the Merger Agreement and the other transactions
contemplated thereby; and


 


WHEREAS, the
parties desire to set forth certain understandings and agreements with respect
to governance arrangements and other matters following the consummation of the
Merger.


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:


 


1.             Definitions


 


“Affiliate” shall have the meaning given such term in Rule 12b-2
under the Exchange Act. For purposes of this definition, (i) natural
persons shall not be deemed to be Affiliates of each other and (ii) neither
Ticketmaster nor Live Nation shall be deemed to be an Affiliate of Liberty or
its Affiliates.


 


“Applicable Percentage” means 35%; provided that if
after the Effective Time, any Liberty Party Transfers Beneficial Ownership of
any Equity Securities (other than a Transfer 


 

















 


to Liberty or Liberty Holdings or to another Affiliate of Liberty that,
in accordance with this Agreement, becomes a Liberty Party in connection with
such Transfer), (i) if such Transfer is not a Qualified Block Transfer or
an Excluded Affiliate Transfer, the then-applicable Applicable Percentage shall
be reduced by the Ownership Percentage so Transferred, (ii) in the case of
a Qualified Block Transfer, the Applicable Percentage applicable to the
Qualified Block Transferee shall be the Applicable Percentage applicable to the
transferor immediately prior to such Transfer, and (iii) that upon the
consummation of (x) a Qualified Block Transfer, this Agreement will be
terminated pursuant to Section 9(c)(iii) as to the Person
Transferring such Equity Securities, and (y) an Excluded Affiliate
Transfer, the Applicable Percentage applicable to Liberty shall be 5% so long
as the primary purpose for Liberty’s acquisition of Equity Securities following
such Excluded Affiliate Transfer is not the circumvention of limits on
Ownership Percentage set forth herein.


 


“Assignment and Assumption Agreement” means a New Holder
Assignment and Assumption Agreement or an Affiliate Assignment and Assumption
Agreement.


 


“Beneficial Ownership” or “Beneficially
Own” shall have the meaning given such term in Rule 13d-3 under
the Exchange Act and a Person’s Beneficial Ownership of securities shall be
calculated in accordance with the provisions of such Rule; provided, however,
that for purposes of determining any Person’s Beneficial Ownership, such Person
shall be deemed to be the Beneficial Owner of any Equity Securities which may
be acquired by such Person (disregarding any legal impediments to such
Beneficial Ownership), whether within 60 days or thereafter, upon the
conversion, exchange, redemption or exercise of any warrants, options, rights
(excluding the Live Nation Rights) or other securities issued by Live Nation or
any subsidiary thereof. Notwithstanding anything to the contrary set forth
herein, (x) (i) prior to the delivery to any counterparty of Equity
Securities in final settlement of a Qualified Hedging Transaction and (ii) with
respect to any Qualified Stock Lending Transactions until such time as the
lending Liberty Party no longer has a right to the return of the securities
lent thereunder, Liberty will be deemed to Beneficially Own all Equity
Securities subject to such Qualified Hedging Transaction or Qualified Stock
Lending Transaction and (y) prior to the pledgee commencing action to
foreclose upon any Equity Securities pledged in any Qualified Pledge, any such
pledged Equity Securities will be deemed Beneficially Owned by the pledging
party.


 


“Business Day” means any day other than a Saturday, Sunday or
a day on which the banks in New York, New York are authorized or required by
law to remain closed.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Distribution Transaction”
involving any Person which Beneficially Owns Equity Securities means any
transaction pursuant to which the equity interests of (i) such Person or (ii) any
Person that directly or indirectly owns a majority of the equity interests of
such Person are distributed (whether by redemption, dividend, share
distribution, merger or otherwise) (the Person the equity interests of which
are being distributed in the Distribution Transaction, the “Distributed Company”) 
to all the holders of one or more classes or series of the common stock
of Parent Company that are registered under Section 12(b) or 12(g) of
the Exchange Act (all the holders of one or more such classes or series, “Parent Company Holders”), on a pro rata basis with respect
to each such class or series, or such equity interests of such Person are 


 


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available to
be acquired by Parent Company Holders (including through any rights offering,
exchange offer, exercise of subscription rights or other offer made available
to Parent Company Holders), on a pro rata basis with respect to each such class
or series, whether voluntary or involuntary.


 


“Equity Securities” means the equity securities of Live
Nation, including shares of LN Common Stock and shares of LN Common Stock or
other equity securities of Live Nation issuable upon exercise, conversion,
exchange or redemption of any warrants, options, rights (excluding the Live
Nation Rights) or other securities issued by Live Nation or any subsidiary
thereof.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities Exchange
Commission promulgated thereunder (as in effect on the date of this Agreement).


 


“Excluded Affiliate Transfer” is defined within the
definition of Qualified Block Transfer.


 


“Fall-Away Date” means the first date on which the aggregate
number of shares of LN Common Stock Beneficially Owned by Liberty falls below
50% of the Initial Share Number or, if earlier, following the second
anniversary of the Effective Time, the first date on which Liberty’s Ownership
Percentage first falls below 5%.


 


“Independent Director” means a director of Live Nation that
is, as to Live Nation, “independent” within the meaning of the rules and
regulations of the NYSE, or, if the LN Common Stock is not at the time of
determination listed on the NYSE, the rules and regulations of such other
national securities exchange on which such securities are primarily traded.


 


“Initial Share Number” means the aggregate number of shares of
LN Common Stock issuable to the Liberty Parties in the Merger, but in no event
greater than the product of the Liberty Share Number multiplied by the Exchange
Ratio; provided, that the Initial Share Number (and such product) shall
be appropriately adjusted to reflect any stock split, reverse stock split,
stock dividend, subdivision, combination, reclassification or similar event in
respect of the LN Common Stock after the date of this Agreement.


 


“Liberty” means Liberty Media Corporation, a Delaware corporation;
provided that from and after the date of an Excluded Affiliate Transfer,
the term “Liberty” will be deemed to refer to the Distributed Company
Beneficially Owning shares of LN Common Stock.


 


“Liberty Director” means (x) any person designated by Liberty
to serve on the Board of Directors of Live Nation who is reasonably acceptable
to the Board of Directors of Ticketmaster (in the case of persons designated by
Liberty to so serve effective as of the Effective Time) or (y) any person
designated to serve on the Board of Directors of Live Nation by Liberty who is
reasonably acceptable to a majority of those directors of Live Nation that are
not Liberty Directors (in all other cases); provided, that any Person
designated by Liberty 


 


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pursuant to the Ticketmaster Spinco Agreement and serving on the Board
of Ticketmaster prior to the Effective Time will be deemed reasonably
acceptable to Ticketmaster.


 


“Liberty Parties” means (x) Liberty, (y) Liberty
Holdings and (z) each Affiliate of Liberty that acquires record ownership
of any Equity Securities, in the case of a Person described in clause (y) or
(z), until such time as such Person is not an Affiliate of Liberty or ceases to
have record ownership of any Equity Securities.


 


“New Holder Assignment and Assumption Agreement” means an
agreement in the form of Exhibit 1 hereto, which, for the avoidance of
doubt, shall not include any transfer of any right of the Liberty Parties set
forth in Section 2 except in the case of an Excluded Affiliate Transfer.


 


“NYSE” means the New York Stock Exchange, Inc., or, if
the LN Common Stock is not at the time of determination listed on the NYSE, the
rules and regulations of such other national securities exchange on which
such securities are primarily traded.


 


“Ownership Percentage” of any Person means, at any time, the
ratio, expressed as a percentage, of (i) the Total Voting Power of the
Equity Securities Beneficially Owned by such Person and its Affiliates to (ii) the
sum of (x) the Total Voting Power of the Total Equity Securities and (y) with
respect to such Person, the Total Voting Power of the shares of LN Common Stock
included in clause (i) that are issuable upon conversion, exchange,
redemption or exercise of Equity Securities that are not included in clause
(x).


 


“Parent Company” means the publicly traded Person which
Beneficially Owns, through an unbroken chain of majority-owned subsidiaries,
the Person having record ownership of the Equity Securities. For purposes of this
definition, the term “publicly traded” means that the Person in question (x) has
a class or series of equity securities registered under Section 12(b) or
12(g) of the Exchange Act or (y) is required to file reports pursuant
to Section 15(d) of the Exchange Act.


 


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


 


“Qualified Block Transfer” means a Transfer, in a single transaction
of all the Equity Securities Beneficially Owned at such time by the Liberty
Parties or a Qualified Block Transferee or their respective Affiliates to a
Qualified Block Transferee; provided that in no event shall (a) the
first Excluded Affiliate Transfer be deemed hereunder to be a Qualified Block
Transfer or (b) more than two Transfers to Qualified Block Transferees
(other than the first Transfer to a Qualified Block Transferee acquiring shares
in connection with an Excluded Affiliate Transfer) be deemed hereunder to be a
Qualified Block Transfer.


 


“Qualified Block Transferee” means a Person (including, for
the avoidance of doubt, a Person that is, at the time of any Transfer to it, an
Affiliate of Liberty which thereafter by reason of a Distribution Transaction
(such Distribution Transaction, an “Excluded Affiliate
Transfer”) ceases to be an Affiliate of Liberty) (i) whose
Ownership Percentage, after giving effect to such Transfer, would not exceed
the Applicable Percentage and (ii) that, prior to such 


 


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Transfer, shall have (along with the applicable Transferring Persons)
executed and delivered to Live Nation a New Holder Assignment and Assumption
Agreement.


 


“Qualified Director” means any member of the Board of
Directors of Live Nation other than a director who (i) is a Liberty
Director, (ii) is an officer or employee of Live Nation or (iii) was
not nominated by the Nominating and/or Governance Committee of the Board of
Directors of Live Nation in his or her initial election to such Board of
Directors following the Effective Time and for whose election any Liberty Party
voted shares. In the event that no person who would otherwise be a Qualified
Director is serving on the Board of Directors of Live Nation (unless the
failure to have a Qualified Director is a result of action taken by directors
who are not Qualified Directors), the Board of Directors of Live Nation shall
appoint a new director who qualifies as an Independent Director and such person
shall be considered a Qualified Director for all purposes under this Agreement.
For the avoidance of doubt, wherever this Agreement requires the approval or
consent of, or other action by, a majority of the Qualified Directors with
respect to any matter, no such approval, consent or other action may be
obtained or taken at any such time as there are no Qualified Directors.


 


“Qualified Hedging Transaction” means any transaction
involving a Liberty Party, a Qualified Block Transferee or any Affiliate
thereof whereby the counterparty engages in a (i) short sale, (ii) purchase,
sale or grant of any right (including any put or call option), or (iii) forward
sale (whether for a fixed or variable number of shares or at a fixed or
variable price) of or with respect to, or any loan secured by, any LN Common
Stock or any security (other than a broad-based market basket or index) that
includes, relates to or derives any significant part of its value from any LN
Common Stock, and such term includes (a) the pledge by any Liberty Party,
a Qualified Block Transferee or any Affiliate thereof of any LN Common Stock in
connection with any of the foregoing to secure the obligations of the pledgor
under a Qualified Hedging Transaction and (b) the pledge of a Qualified
Hedging Transaction itself to secure any extension of credit to a party based,
in whole or part, on the value thereof, provided in all cases that the
counterparty to such transaction is a financial institution in the business of
engaging in such transactions.


 


“Qualified Pledge” means a pledge of Equity Securities in
connection with a secured borrowing transaction and not otherwise within the
meaning of the definition of Qualified Hedging Transaction, the pledgee with
respect to which is a financial institution in the business of engaging in
secured lending and similar transactions.


 


“Qualified Stock Lending Transaction” means a transaction
whereby the Liberty Parties and their Affiliates lend shares of LN Common Stock
to a third party or permit a third party to sell, pledge, rehypothecate,
assign, invest, use, commingle or otherwise dispose of, or otherwise use in its
business, such shares of LN Common Stock, provided in all cases that the
counterparty to such transaction is a financial institution in the business of engaging
in such transactions.


 


“Rights Offering”  means the
issuance by Live Nation to existing holders of LN Common Stock of rights to
buy, within a fixed time period, a proportional number of newly issued shares
of LN Common Stock or other Equity Securities.


 


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“Second Qualified Block Transfer” means the second Qualified
Block Transfer following the Effective Time.


 


“Total Equity Securities” at any time shall mean, subject to
the next sentence, the total number of Live Nation’s outstanding Equity
Securities. Any Equity Securities Beneficially Owned by a Person that are not
outstanding Voting Securities but that, upon exercise, conversion or exchange,
would become Voting Securities, shall be deemed to be outstanding for the
purpose of computing Total Equity Securities and the percentage of Equity
Securities owned by such Person but shall not be deemed to be outstanding for
the purpose of computing Total Equity Securities and the percentage of the
Equity Securities owned by any other Person.


 


“Total Voting Power” of any Equity Securities at any time
shall mean, subject to the next sentence, the aggregate number of votes
entitled to be cast generally in the election of directors by the holders of
such securities. Any Equity Securities Beneficially Owned by a Person that are
not outstanding Voting Securities but that, upon exercise, conversion or
exchange, would become Voting Securities, shall be deemed to be outstanding and
to have full voting power for the purpose of computing Total Voting Power of
the Equity Securities Beneficially Owned by such Person but shall not be deemed
to be outstanding or have such voting power for the purpose of computing Total
Voting Power of the Equity Securities Beneficially Owned by any other Person or
(except in calculating the Total Voting Power of a Person who Beneficially Owns
Voting Securities that are not outstanding) Total Voting Power of the Total
Equity Securities.


 


“Transfer” by any Person means directly or indirectly, to sell,
transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either
voluntarily or involuntarily, or to enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, assignment,
pledge, encumbrance, hypothecation or similar disposition of, any Equity
Securities Beneficially Owned by such Person or of any interest (including any
voting interest) in any Equity Securities Beneficially Owned by such Person; provided,
however, that no Transfer of Equity Securities shall be deemed to have
occurred as a result of the entry into, modification of or existence of any
Qualified Hedging Transaction until such time as LN Common Stock is delivered
upon settlement or termination of such Qualified Hedging Transaction. For the
avoidance of doubt, a transfer of control of the direct or indirect Beneficial
Owner of Equity Securities is a Transfer of such Equity Securities for purposes
of this Agreement.


 


“Voting Securities” shall mean at any particular time (i) the
LN Common Stock, (ii) shares of any other class of capital stock of Live
Nation or a subsidiary thereof then entitled to vote in the election of any
directors of Live Nation generally and (iii) any securities of Live Nation
or any subsidiary thereof then convertible or exchangeable into shares of any
class of capital stock of Live Nation then entitled to vote in the election of
any directors of Live Nation generally; provided, that with respect to clauses (ii) and
(iii), any securities which would become Voting Securities upon the occurrence
or non-occurrence of any event, receipt of any governmental approval or passage
of time will be deemed Voting Securities for purposes of this Agreement as of
the date of original issuance of such securities.


 


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2.             Live
Nation Board and Related Matters


 


(a)           (i)  Effective as
of the Effective Time until the Fall-Away Date, Liberty shall have the right to
nominate up to two (2) Liberty Directors; provided that one of such
Liberty Directors must at all times qualify as an Independent Director (it
being understood that in the event a Liberty Director qualifying as an
Independent Director ceases for any reason to so qualify, Liberty shall not be
deemed to be in breach of this Section 2(a)(i) so long as Liberty
takes prompt action to cause such Liberty Director to resign from the Board of
Directors);


 


(ii)           Live Nation shall (w) cause
each such Liberty Director to be elected or appointed to the Board of Directors
of Live Nation effective as of the Effective Time (with one such Liberty
Director elected or appointed to serve in the class of directors with a term
expiring at the first annual meeting of stockholders of Live Nation following
the Effective Time and the second such Liberty Director elected or appointed to
serve in the class of directors with a term expiring at the third annual
meeting of stockholders of Live Nation following the Effective Time), (x) following
the Effective Time, cause each such applicable Liberty Director to be included
in the slate of nominees recommended by the Board of Directors of Live Nation
to Live Nation’s stockholders for election as a director at each annual meeting
of the stockholders of Live Nation in the event the term of any such Liberty
Director shall be expiring at such annual meeting of stockholders of Live
Nation, (y) from and after the Effective Time, use commercially reasonable
efforts to cause the election of each such Liberty Director, including
soliciting proxies in favor of the election of such persons and (z) take
all action necessary to cause the entire Board of Directors of Live Nation as
of the Effective Time to be comprised of fourteen (14) directors; and


 


(iii)          effective as of the
Effective Time until the Fall-Away Date, in the event that a vacancy is created
at any time by the death, disability, retirement, resignation or removal (with
or without cause) of any such Liberty Director, Liberty shall, subject to the
proviso to clause (i) of this Section 2(a), have the right to
designate a replacement or additional Liberty Director to fill such vacancy,
and Live Nation shall use commercially reasonable efforts to cause such vacancy
to be filled with the replacement or additional Liberty Director so designated.


 


(b)           Following the Fall-Away
Date, upon the written request of Live Nation, Liberty shall use its
commercially reasonable efforts to cause any Liberty Director then serving on
the Board of Directors of Live Nation to promptly resign from such Board of
Directors.


 


(c)           Effective as of the Effective
Time until the Fall-Away Date, (i) one Liberty Director serving on the
Board of Directors of Live Nation will be appointed to serve on the Audit
Committee of the Board of Directors of Live Nation provided that such Liberty
Director (x) meets the independence requirements of the NYSE and the
Sarbanes-Oxley Act of 2002 (or any applicable successor requirement) for such
service and (y) is financially literate, as such qualification is
interpreted by the Board of Directors of Live Nation, (ii) one Liberty
Director specified by Liberty (who may be the same Liberty Director serving on
the Audit Committee) will be appointed to serve on the Compensation Committee
of the Board of Directors of Live Nation provided that such Liberty Director
meets the independence requirements of the NYSE (or any applicable successor
requirement) for such service and otherwise qualifies under applicable law
(including tax laws and Section 16(b) under the Exchange Act) and (iii) only



 


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Qualified
Directors shall be eligible to serve on the Nominating and/or Governance
Committee of the Board of Directors of Live Nation (or such other committee of
the Board of Directors of Live Nation as may be charged with recommending
persons to serve on the Board of Directors).


 


(d)           In the event that
following the Effective Time the Liberty Parties’ Ownership Percentage exceeds
the Applicable Percentage, in addition to any other remedy at equity or law
that may be available, no Equity Securities Beneficially Owned by the Liberty
Parties in excess of the Applicable Percentage shall be voted on any matter
submitted to stockholders of Live Nation, and Live Nation shall not recognize
any votes purported to be cast in respect of any such excess Equity Securities.


 


(e)           In connection with an
Excluded Affiliate Transfer to a Qualified Block Transferee, the rights of
Liberty under this Section 2 shall automatically be assigned to such
Qualified Block Transferee.


 


3.             Other
Governance Matters


 


(a)           Live Nation represents
and warrants to Liberty that:


 


(i)            the Board of Directors
of Live Nation has duly adopted a resolution prior to the date hereof, which
resolution the Board of Directors of Live Nation shall not rescind or amend so
long as the Merger Agreement shall not have been terminated in accordance with
its terms prior to the Effective Time; providing that


 


“that each of
the Liberty Parties (as defined in the Stockholder Agreement) and any “affiliates”
or “associates” thereof (as defined in and contemplated by Section 203(c)(1) and
Section 203(c)(2) of the General Corporation Law of the State of
Delaware (“GCL”)), including persons who
become “affiliates” or “associates” of the Liberty Parties after the date
hereof, any group composed of any of the Liberty Parties and any “affiliates”
or “associates” thereof, and any Qualified Block Transferee (as defined in the
Stockholder Agreement) and the “affiliates” and “associates” thereof
(collectively, the “Exempt Persons”),
be and hereby are approved as an “interested stockholder” within the meaning of
Section 203 of the GCL and that any acquisition of “ownership” of “voting
stock” (as defined in and contemplated by Section 203(c)(8) and Section 203(c)(9) of
the GCL) of Live Nation, Inc. (or any successor thereto) by any of the
Exempt Persons, either individually or as a group, as any such acquisition may
occur from time to time (including in circumstances where a Liberty Party or “affiliate”
or “associate” thereof ceases to be an Affiliate (as defined in the Stockholder
Agreement) of Liberty Media Corporation, so long as such person meets the
requirements to be a Qualified Block Transferee), be and hereby are approved
for purposes of Section 203 of the GCL and the restrictions on “business
combinations” contained in Section 203 of the GCL shall not apply to any
of the Exempt Persons; provided, however, that such approval
shall not include any acquisition of “ownership” of “voting stock” by any
Exempt Persons if, after giving effect to such acquisition, the Ownership Percentage
(as defined in the Stockholder Agreement) of the Exempt Persons would exceed
the Applicable Percentage (as defined in the Stockholder Agreement), which
shall remain subject to the prior approval of the Board of Directors or any
committee thereof;” and


 


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(ii)           Live Nation shall have,
effective immediately prior to the Effective Time, amended the Rights Agreement
between Live Nation and The Bank of New York, as rights agent, dated December 21,
2005 (the “LN Rights Agreement”)
in substantially the form of Exhibit 3 hereto.


 


(b)           Following the date
hereof and prior to consummation of the Second Qualified Block Transfer, Live
Nation will not (i) amend, modify or rescind the resolution specified in
paragraph 3(a)(i) above, (ii) make any amendment to the LN Rights
Agreement or (iii) adopt (x) a new Shareholder Rights Plan or (y) any
charter or bylaw provision, in the case of each of clause (ii) and clause
(iii), that would materially adversely affect the Liberty Parties’ or a
Qualified Block Transferee’s ability in accordance with the terms hereof to
acquire Equity Securities up to its Applicable Percentage or which otherwise
would impose material economic burdens on the Liberty Parties’ or a Qualified
Block Transferee’s ability to do so (an “Anti-Takeover
Provision”).


 


(c)           Following the Effective
Time and receipt by Live Nation of the written request of Liberty or a
Qualified Block Transferee, as applicable, made at least 10 Business Days prior
to (i) any Qualified Block Transfer occurring on or prior to the date of
consummation of the Second Qualified Block Transfer, or (ii) an Excluded
Affiliate Transfer, the Board of Directors of Live Nation will, as promptly as
reasonably practical, exempt the Qualified Block Transferee in any Qualified
Block Transfer or Excluded Affiliate Transfer from the operation of any
Shareholder Rights Plan or other Anti-Takeover Provision then in effect with
respect to Live Nation, such that an acquisition by it of Equity Securities up
to its Applicable Percentage would not materially adversely affect such
Qualified Block Transferee under the terms of any Shareholder Rights Plan or
other Anti-Takeover Provision then in effect or which otherwise would impose
material economic burdens on such Qualified Block Transferee’s ability to do
so.


 


4.             Certain
Restrictions


 


Notwithstanding
any other provisions of this Agreement to the contrary, following the Effective
Time no Liberty Party shall, and Liberty shall cause its Affiliates not to,
directly or indirectly, acquire (other than in
an acquisition from Live Nation made pursuant to a Rights Offering or an offer  that was made generally available
to holders of Equity Securities as a result of their ownership of Equity
Securities but subject to the last sentence of this Section 4) by means of
a purchase, tender or exchange offer, business combination or in any other
manner, Beneficial Ownership of any Equity Securities, including rights or
options to acquire such ownership, unless after giving effect to such
acquisition, Liberty’s Ownership Percentage would not exceed the Applicable
Percentage. Notwithstanding the foregoing, no acquisition of Beneficial
Ownership of Equity Securities by Liberty which results solely from Liberty
holding Equity Securities at a time when Live Nation effects any subdivision,
stock split, reverse stock split, stock dividend, combination, reclassification
or similar event with respect to the LN Common Stock shall be deemed to be an
acquisition of Beneficial Ownership of Equity Securities for purposes of this Section 4;
provided that such Equity Securities actually acquired shall be included
in the calculation of Liberty’s Ownership Percentage (after giving effect to
the Equity Securities actually issued to all holders of Equity Securities upon
expiration of any exercise period, if applicable).  To the extent following the Effective Time
that Live Nation or a subsidiary thereof effects a Rights Offering or an offer  that was
made generally available to 


 


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holders of Equity Securities as a result of their ownership of Equity
Securities, the Liberty Parties will be entitled to exercise in full all rights
issued or distributed to them or exchange in full; provided, that to the
extent such exercise results in the Liberty Parties’ Beneficial Ownership of
Equity Securities exceeding the Applicable Percentage, it will not constitute a
breach of this Agreement provided that the Liberty Parties will not be entitled
to vote any such Equity Securities representing voting power in excess of the
Applicable Percentage until such time as the Liberty’s Ownership Percentage
does not exceed the Applicable Percentage.


 


5.             Registration
Rights


 


Prior to the
Effective Time, Live Nation, Liberty and Liberty Holdings shall enter into a
Registration Rights Agreement in the form attached as Annex I hereto, upon
whose effectiveness the Registration Rights Agreement, dated as of August 20,
2008, by and among Liberty, the Liberty Parties identified therein and
Ticketmaster, shall terminate.


 


6.             Spinco
Agreement


 


The parties
hereto acknowledge that upon the Effective Time, the Ticketmaster Spinco
Agreement will cease to be of any force and effect with respect to the
Ticketmaster Common Stock or the LN Common Stock and that all of the Applicable
Spinco Provisions (as defined in the Spinco Agreement Assumption) as assigned
to and assumed by Ticketmaster pursuant to the Spinco Agreement Assumption
(other than Section 3(b) of the Spinco Agreement) shall by their terms
terminate effective as of the Effective Time, it being understood and agreed
that no such termination shall relieve any party from any liability for a
breach or failure to perform its obligations under the Ticketmaster Spinco
Agreement prior to such termination.


 


7.             Cooperation


 


In the event
that Liberty accounts for its equity interest in Live Nation using the equity
method, following the Effective Time Live Nation will cooperate reasonably with
Liberty to permit Liberty to timely include financial information regarding
Live Nation in Liberty’s periodic reports filed under the Exchange Act at no
cost to Liberty.


 


8.             No Third Party Beneficiaries; Standalone
Agreements; Assignment


 


(a)           Nothing
in this Agreement, whether express or implied, shall be construed to give any
Person, other than the parties hereto and their respective successors and
permitted assigns, any legal or equitable right, remedy or claim under or in
respect of this Agreement.


 


(b)           (i) 
If any Liberty Party shall transfer or otherwise dispose of any Equity
Securities to any Affiliate of such Liberty Party, such transferee and the
Transferring Liberty Party shall execute and deliver to Live Nation an
agreement (an “Affiliate Assignment and
Assumption Agreement”) in the form of Exhibit 2, which, for the
avoidance of doubt, shall not include any transfer of any right of any Liberty
Party set forth in Section 2.  Live
Nation shall also execute such Affiliate Assignment and Assumption Agreement.


 


10














 


(ii)                                  In
the event any Liberty Party seeks to Transfer Equity Securities in a Qualified
Block Transfer or an Excluded Affiliate Transfer, the transferring party and
the transferee party will execute and deliver to Live Nation a New Holder
Assignment and Assumption Agreement. Live Nation will also execute and deliver
such a New Holder Assignment and Assumption Agreement.


 


(c)                                  Except
pursuant to any Assignment and Assumption Agreement, neither this Agreement nor
any rights or obligations under this Agreement shall be assigned, in whole or
in part, by any party without the prior written consent (i) of Liberty, in
the case of an assignment by Live Nation or Ticketmaster, (ii) of Live
Nation and Ticketmaster in the case of any assignment by a Liberty Party prior to
the Effective Time or (iii) of Live Nation in the case of any assignment
by a Liberty Party from and after the Effective Time provided in such case such
consent shall be approved by a majority of the Qualified Directors. Subject to
the foregoing, the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.


 


9.                                      General
Provisions


 


(a)                                  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including telecopy)
and shall be given, if to any Liberty Party, to:


 


	
  Liberty
  Media Corporation

  
	
  12300
  Liberty Boulevard

  
	
  Englewood,
  Colorado 80112

  
	
  Attention:

  	
   

  	
  General
  Counsel

  
	
  Facsimile:

  	
   

  	
  (720)
  875-5382

  
	
   

  
	
   

  	
  with a copy
  to:

  
	
   

  
	
  Baker Botts
  L.L.P.

  
	
  30
  Rockefeller Plaza

  
	
  44th Floor

  
	
  New York,
  New York 10112

  
	
  Attention:

  	
   

  	
  Frederick H.
  McGrath

  
	
  Facsimile:

  	
   

  	
  (212)
  408-2501

  
	
   

  
	
  if to Live
  Nation, to:

  
	
   

  
	
  Live
  Nation, Inc.

  
	
  9348 Civic
  Center Drive

  
	
  Beverly
  Hills, CA 90210

  
	
  Attention:

  	
   

  	
  General Counsel

  
	
  Facsimile:

  	
   

  	
  (310)
  867-7158

  
	
   

  
	
   

  	
  with a copy
  to:

  
	
   

  
	
  Latham &
  Watkins LLP

  
					



 


11

















 


	
  355 South
  Grand Avenue

  
	
  Los Angeles,
  CA 90071-1560

  
	
  Attention:

  	
   

  	
  Charles M.
  Nathan

  
	
   

  	
   

  	
  James P.
  Beaubien

  
	
  Facsimile:

  	
   

  	
  (213)
  891-8763

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  if to
  Ticketmaster, to:

  
	
   

  	
   

  	
   

  
	
  Ticketmaster
  Entertainment, Inc.

  
	
  8800 Sunset
  Blvd.

  
	
  West
  Hollywood, California 90069

  
	
  Attention:

  	
   

  	
  General
  Counsel

  
	
  Facsimile:

  	
   

  	
  (310)
  360-3373

  
	
   

  
	
   

  	
  with a copy
  to:

  
	
   

  
	
  Wachtell,
  Lipton, Rosen & Katz

  
	
  51 West 52nd
  Street

  
	
  New York,
  New York 10019

  
	
  Attention:

  	
   

  	
  Pamela S.
  Seymon

  
	
  Facsimile:

  	
   

  	
  (212)
  403-2000

  
				



 


or such
address or facsimile number as such party may hereafter specify for the purpose
by notice to the other parties hereto. Each such notice, request or other
communication shall be effective when delivered personally, telegraphed, or
telecopied, or, if mailed, five Business Days after the date of the mailing.


 


(b)                                 Amendments;
No Waivers.  Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by the party whose rights
or obligations hereunder are affected by such amendment, or in the case of a
waiver, by the party or parties against whom the waiver is to be effective. Any
amendment or waiver following the Effective Time by Live Nation shall require
the approval of a majority of the Qualified Directors.


 


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. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.


 


(c)                                  Termination;
Effectiveness.  (i)  This
Agreement shall automatically terminate in the event the Merger Agreement is
terminated in accordance with its terms prior to the Effective Time.


 


12

















 


(ii)                                  The
provisions in (x) Section 2(a) and 2(c) of this Agreement
shall automatically terminate upon the Fall-Away Date and (y) Sections 3(b) and
3(c) of this Agreement shall automatically terminate immediately following
the consummation of the Second Qualified Block Transfer.


 


(iii)                               This
Agreement will terminate as to Liberty or a Qualified Block Transferee, as
applicable, immediately following such Person’s Transfer of Equity Securities
in a Qualified Block Transfer, in which case Liberty or such Qualified Block
Transferee shall cease to be entitled to the benefits of the exceptions to Section 203
of the GCL and the LN Rights Plan set forth in Section 3 of this
Agreement. .


 


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


 


(e)                                  Counterparts.  This Agreement may be executed in separate
counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same agreement.


 


(f)                                    Specific
Performance; Other Limitations.  Each
of the parties hereto acknowledges and agrees that the parties’ respective
remedies at law for a breach or threatened breach of any of the provisions of
this Agreement would be inadequate and, in recognition of that fact, agrees
that, in the event of a breach or threatened breach by any party hereto of the
provisions of this Agreement, in addition to any remedies at law, the
non-breaching party or parties, without posting any bond shall be entitled to
obtain equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy which may then be available. No breach or threatened breach on the part
of any party hereto shall relieve any other party of any of its obligations
under this Agreement.


 


13

















 


(g)                                 Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, provided that
the parties hereto shall negotiate in good faith to attempt to place the
parties in the same position as they would have been in had such provision not
been held to be invalid, void or unenforceable.


 


(h)                                 Entire
Agreement.  This Agreement, together
with the agreements and instruments referenced herein, embodies the complete
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes any prior understanding or agreements by
or among the parties, written or oral, with respect to the subject matter
hereof.


 


(i)                                     Interpretation.  References in this Agreement to Sections
shall be deemed to be references to Sections of this Agreement unless the context
shall otherwise require. The words “include,” “includes” and “including” shall
be deemed to be followed by the phrase “without limitation.”  The words “hereof,” “herein” and “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 such agreement or
instrument. The word “knowledge” or “know” when used in this Agreement shall
refer to the actual knowledge of the Person in question without such Person
being under any duty or obligation to make any inquiries. Each reference to a
statute, rule or regulation herein shall be deemed to include any
successor statute, rule or regulation thereto.


 


(j)                                     Headings.  The headings contained in this Agreement are
for convenience only and shall not be interpreted to limit or otherwise affect
the provisions of this Agreement.


 


14

















 


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


 


	
   

  	
  Liberty
  Media Corporation,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark D.
  Carleton

  
	
   

  	
  Name: Mark
  D. Carleton

  
	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Live
  Nation, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael
  Rapino

  
	
   

  	
  Name: Michael
  Rapino

  
	
   

  	
  Title:   President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Liberty USA
  Holdings, LLC

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Liberty
  Programming Company LLC, its sole

  member and manager

  
	
   

  	
   

  
	
   

  	
  By: LMC
  Capital LLC, its sole member and manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark D.
  Carleton

  
	
   

  	
  Name: Mark
  D. Carleton

  
	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ticketmaster
  Entertainment, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Irving
  Azoff

  
	
   

  	
  Name: Irving
  Azoff

  
	
   

  	
  Title:   Chief Executive Officer

  



 


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