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Exhibit 10.6
February 10, 2009
Irving Azoff
c/o Ticketmaster Entertainment Inc.
8800 West Sunset Blvd.
West Hollywood, CA 90069
Dear Irving:
This letter agreement sets forth the
understanding between you and Ticketmaster Entertainment, Inc.
(“ Ticketmaster ”) in connection with the
proposed merger (the “ Merger ”) between
Ticketmaster and Live Nation, pursuant to the Agreement and Plan of
Merger (the “Merger Agreement”), among Ticketmaster,
Live Nation and Merger Sub. You understand that the Board of
Directors of Ticketmaster is entering into the Merger Agreement in
reliance on your agreements contained herein. Terms used in this
letter without definition have the terms set forth in the Merger
Agreement.
Under the terms of the Merger
Agreement being entered into on the date hereof, Ticketmaster shall
redeem, prior to the completion of the Merger, the shares of Series
A Convertible Preferred Stock, par value $0.01, of Ticketmaster
(the “ Ticketmaster Series A Preferred Stock ”)
that are held by you or on your behalf at the time of redemption
for a note (the “Note”), with the Note having terms
comparable to the terms of the Ticketmaster Series A Preferred
Stock (except that the Note would not be convertible into shares of
Ticketmaster Common Stock). The parties shall negotiate the terms
of the Note in a good faith, reasonabl
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