FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among IAC/INTERACTIVECORP, HSN, INC., INTERVAL LEISURE GROUP, INC., TICKETMASTER and TREE.COM, INC. DATED AS OF [ ], 2008Separation and Distribution Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2008, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSN Spinco”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TM Spinco”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco”; together with TM Spinco, Interval Spinco and HSN Spinco, the “Spincos”; the Spincos and IAC, collectively, the “Separate-cos” or “Parties”).
FORM OF TAX SHARING AGREEMENT by and among IAC/INTERACTIVECORP, TICKETMASTER, INTERVAL LEISURE GROUP, INC., HSN, INC. and TREE.COM, INC. Dated as of [ ], 2008Tax Sharing Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
This TAX SHARING AGREEMENT (this “Agreement”), dated as of [ ], 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”.
FORM OF TRANSITION SERVICES AGREEMENT by and among IAC/INTERACTIVECORP, HSN, Inc., INTERVAL LEISURE GROUP, INC. TICKETMASTER and TREE.COM, INC.Transition Services Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
This TRANSITION SERVICES AGREEMENT, dated as of [•], 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”).
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
This Employee Matters Agreement (this “Agreement”), dated as of [ ], 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, HSN and Tree, the “SpinCos,” the SpinCos and IAC, collectively, the “Parties”).
By Telecopy and Certified MailLicense Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
TICKETMASTER CONSENT AND AGREEMENTConsent and Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
This CONSENT AND AGREEMENT (this “Consent”), dated as of January 5, 1996, made by Ticketmaster Group Limited Partnership, a Maryland partnership (with its successors and assigns, “TGLP”) and Ticketmaster Corporation, an Illinois corporation (with its successors and assigns, the “Consenting Party”), to NationsBank, N.A., as collateral agent (the “Collateral Agent”) for (i) certain banks (the “BANKS”) party to the Credit Agreement dated as of December 19, 1995 among TGLP and its affiliates, the Banks and NationsBank, N.A., acting in its capacity as agent for the Banks (as amended, modified of supplemented from time to time, the “Senior Credit Agreement”) and (ii) MCI Telecommunications Corporation (with its successors and assigns, “MCI”), as lender under the Credit Agreement dated as of December 19, 1995 (as amended, modified or supplemented from time to time, the “Subordinated Credit Agreement” and together with the Senior Credit Agreement, the “Credit Agreements”).
ContractSoftware Licensing Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Edward J. Weiss (“Employee”) and Ticketmaster L.L.C., a Virginia limited liability company (the “Company”), and is effective January 1, 2008 (the “Effective Date”).
LICENSE AGREEMENTLicense Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • Illinois
THIS AGREEMENT is made and entered into as of the 23rd day of May, 1991, by and between Ticketmaster corporation, an Illinois corporation (“Ticketmaster”), and Ticketmaster Group Limited Partnership, a Maryland limited partnership (“User”).
July 31, 2006License Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
Ticketmaster Corporation, an Illinois corporation (“Ticketmaster”) and Ticketmaster Group Limited Partnership, a Maryland limited partnership (“TGLP”) are parties to that certain License Agreement dated as of May 23, 1991, as amended by the certain Amendment to License Agreement dated as of August 31, 1999 and that certain letter agreement dated as of October 17, 2005 (as amended, “License Agreement”) pursuant to which Ticketmaster granted TGLP an exclusive license and right to the Ticketmaster System, name, logo and Mark in connection with TGLP’s computerized event ticketing business in the Market Area. Ticketmaster L.L.C., an affiliate of Ticketmaster, and TGLP are also parties to a letter agreement dated as of March 21, 2002 regarding Ticketmaster L.L.C.’s license of Non-System Related Software to certain sports teams. All terms used here and not otherwise defined shall have the meaning assigned to them in the License Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Eric Korman (“Employee”) and Ticketmaster L.L.C., a Virginia limited liability company (the “Company”), as of April 11th, 2006 and shall be effective as of April 10, 2006 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Brian Regan (“Employee”) and Ticketmaster L.L.C., a Virginia limited liability company (the “Company”), as of May 19, 2008 and shall be effective as of June 9, 2008 (the “Effective Date”).
Patrick R.Darr President Centreplex Office BuildingLicense Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
THIS AMENDMENT TO LICENSE AGREEMENT (“Amendment”) is entered into this 31st day of August, 1999, by and between Ticketmaster Corporation (“Ticketmaster”) and Ticketmaster Group Limited Partnership (“User”), with reference to the following facts:
Paul d’Eustachio PresidentLicense Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
October 17, 2005License Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
CREDIT AGREEMENT dated as of July 25, 2008 among TICKETMASTER, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, MERRILL LYNCH CAPITAL...Credit Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
AGREEMENT AND PLAN OF MERGER by and among TICKETMASTER, V.I.P. MERGER SUB, INC., THE V.I.P. TOUR COMPANY, TNSH, LLC as the STOCKHOLDERS’ REPRESENTATIVE and THE STOCKHOLDERS OF THE V.I.P. TOUR COMPANY SIGNATORY HERETO January 11, 2008Merger Agreement • August 1st, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation • Illinois
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 11, 2008, is entered into by and among The V.I.P. Tour Company, a Delaware corporation (the “Company”), Ticketmaster, a Delaware corporation (“Ticketmaster”), V.I.P. Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Ticketmaster (“Merger Sub”), TNSH, LLC, a Delaware limited liability company, acting in its capacity as the Stockholders’ Representative in connection with the transactions contemplated by this Agreement (the “Stockholders’ Representative”) and the stockholders of the Company set forth on the signature page hereto (the “Material Stockholders”, and each individually, a “Material Stockholder”).
