REGISTRATION RIGHTS AGREEMENT (TICKETMASTER)Registration Rights Agreement • August 25th, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2008, is entered into by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), the LIBERTY PARTIES (as defined below) and TICKETMASTER, a Delaware corporation (the “Issuer”).
TAX SHARING AGREEMENT by and among IAC/INTERACTIVECORP, TICKETMASTER, INTERVAL LEISURE GROUP, INC., HSN, INC. and TREE.COM, INC. Dated as of August 20, 2008Tax Sharing Agreement • August 25th, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
This TAX SHARING AGREEMENT (this “Agreement”), dated as of August 20, 2008, by and among IAC/InterActiveCorp, a Delaware corporation (“Parent”), Ticketmaster, a Delaware corporation and a wholly-owned subsidiary of Parent (“Ticketmaster Spinco”), Interval Leisure Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Interval Spinco”), HSN, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“HSN Spinco”), and Tree.com, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Tree Spinco”, together with Ticketmaster Spinco, Interval Spinco, and HSN Spinco, the “Spincos”, and each of the Spincos, a “Spinco”). Each of Parent, Ticketmaster Spinco, Interval Spinco, HSN Spinco and Tree Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
TRANSITION SERVICES AGREEMENT by and among IAC/INTERACTIVECORP, HSN, INC., INTERVAL LEISURE GROUP, INC. TICKETMASTER and TREE.COM, INC.Transition Services Agreement • August 25th, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
This TRANSITION SERVICES AGREEMENT, dated as of August 20, 2008 (this “Services Agreement”), is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC” or “New IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSNSpinco” or “HSN”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco” or “Interval”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TMSpinco” or “TM”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco” or “LT” and, together with HSNSpinco, Interval Spinco and TMSpinco, the “Spincos” and, the Spincos together with IAC, the “Parties” and each a “Party”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 25th, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
This Employee Matters Agreement (this “Agreement”), dated as of August 20, 2008, with effect as of the Effective Time, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), Ticketmaster, a Delaware corporation and a wholly owned subsidiary of IAC (“TM”), Interval Leisure Group, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Interval”), HSN, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“HSN”) and Tree.com, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Tree,” together with TM, Interval and HSN, the “SpinCos,” the SpinCos and IAC, collectively, the “Parties”).
SPINCO ASSIGNMENT AND ASSUMPTION AGREEMENT (TICKETMASTER)Spinco Assignment and Assumption Agreement • August 25th, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • Delaware
AGREEMENT (this “Agreement”), dated as of August 20, 2008, among InterActiveCorp, a Delaware corporation (“IAC”), Ticketmaster, a Delaware corporation (the “Company”), Liberty Media Corporation, a Delaware corporation (“Liberty”), and Liberty USA Holdings, LLC, a Delaware limited liability company (“Liberty Sub” and, together with Liberty, the “Liberty Parties”).
FIRST SUPPLEMENTAL INDENTURE Dated as of August 20, 2008 among TICKETMASTER The Guarantors Party Hereto and THE BANK OF NEW YORK MELLON, as TrusteeFirst Supplemental Indenture • August 25th, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 20, 2008, among TICKETMASTER, a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
