Music City Madness Voting Begins at 12 PM CST, Oct. 21, 2008

MCM OFFICIAL RULES

CMT's Music City Madness 2009 Video Contest

NO PURCHASE NECESSARY TO ENTER. VOID WHERE PROHIBITED OR RESTRICTED BY LAW. OPEN TO LEGAL RESIDENTS OF THE CONTINENTAL UNITED STATES (VOID IN ALASKA AND HAWAII) AND THE DISTRICT OF COLUMBIA WHO ARE 13 YEARS OF AGE OR OLDER.

INTRODUCTION. This "CMT Music City Madness 2009 Video Contest" (the "Contest") gives participants the opportunity to produce their own music video featuring their original musical composition. The details of the prize and how to enter the Contest are contained in these Official Rules.

SPONSOR: Country Music Television Inc., an MTV Networks, a division of Viacom International, Inc. (collectively referred to herein as "MTVN"), 330 Commerce St., Nashville, TN 37201.

ELIGIBILITY. The Contest is open only to residents of the continental United States and the District of Columbia, excluding Alaska and Hawaii, (entries originating from any other jurisdiction are not eligible for entry) and who are 13 years of age or older at time of entry. Furthermore, each entrant must not currently be, at the onset of this Contest or at any time during the Contest, under contract, or currently be receiving compensation, promotional consideration or other consideration from any record label that would prevent the entrant from signing an exclusive record deal with The Valory Music Co., LLC. Any entrant who is a minor in his/her jurisdiction of legal residence will be required to obtain the permission of his/her parent or legal guardian to participate in this Contest. Entrant must also have obtained all necessary permissions from anyone else featured in his/her Submitted Video, including permission from parents or legal guardians of minors included in such Submitted Video. No responsibility is assumed for any disputes which may arise among an entrant and any individual who may have a collective/creative interest in any Submitted Video in connection with this Contest. Such disputes will not be resolved by MTVN. In the event that any such dispute interferes with the operation of the Contest, the entrant(s) involved in the dispute may be disqualified, in MTVN's sole discretion. THIS CONTEST IS VOID WHEREVER PROHIBITED OR RESTRICTED BY LAW. Employees of Country Music Television, Inc. ("CMT") and/or MTV Networks, a division of Viacom Inc. (together with CMT collectively "MTVN"), The Valory Music Co., LLC. (Valory"), Big Machine Records ("Big Machine"), the respective signed country artists on Valory and Big Machine featured in this Contest, (collectively together with Big Machine, Valory, CMT and MTVN the "Sponsored Entities") and their respective affiliates, subsidiaries, advertising or promotion agencies are not eligible, nor are members of these employees' families (defined as parents, children, siblings, spouse, and life partners) to participate in this Contest. By participating in this Contest, entrants agree to be bound by these Official Rules by the decisions of the judges, MTVN, which shall be final, conclusive and binding in all matters relating to this Contest.

Each entrant (and the parent/legal guardian of any entrant who is a minor in his/her state of residence) and the Guest(s)/Band Members of the Grand Prize Winner, may be required to sign (a) an affidavit of eligibility and liability release to release the Sponsor Entities and their respective employees, from any and all liability, claims, demands and causes of action for personal injury and/or damage, theft, loss, or any other harm suffered in connection with this Contest or the use or acceptance of any of promotional opportunities and/or prizes received, (b) except where prohibited, a promotional release granting the right to use his or her name and likeness for advertising and publicity purposes without additional compensation, (c) any relevant tax documentation and (d) upon MTVN's request, any additional legal documentation to confirm MTVN's ownership and rights in and to the Submitted Video and the resulting Studio 330 Sessions recording. Entry into this Contest constitutes each entrant's (including each potential Grand Prize Winner's and applicable Band Members') agreement to sign such affidavit and release form(s). A potential Grand Prize Winner's and applicable Band Members' failure to sign and return any of the documents when requested may result in disqualification and selection of an alternate winner. ANY VIOLATION OF THESE OFFICIAL RULES BY ANY ENTRANT WILL RESULT IN SUCH ENTRANT'S DISQUALIFICATION AS A POTENTIAL WINNER OF THIS CONTEST. Upon receipt of a prize, Grand Prize Winner is required to comply with any and all applicable federal, state and local laws, rules and regulations.

HOW TO ENTER. To enter the Contest, during the Entry Period, as defined below, eligible participants must:

(i) fill out all the required fields on the Contest entry form located at www.madness.cmt.com ("the Website") to be entered into the Contest including, without limitation, electronically agreeing to the terms of these Officials Rules; and electronically agreeing to the terms of use of the CMT Privacy Policy, Terms of Use and User Generated Content Agreement; and then follow the remaining online instructions. Incomplete or inaccurate entry forms are void;

(ii) produce their own version of a concept or performance music video of their original musical composition; and

(iii) submit your video to MTVN ("Submitted Video") via mail to CMT Music City Madness Video Contest, 330 Commerce Street, Room 403, Nashville, TN 37201 on video tape or DVD OR upload your video in a WMV, AVI or Quicktime format (transmit a copy of the digital video file) through the Internet via the Website. The instructions for uploading your video are on the web page of the Website provided for the upload of your video. Any Submitted Videos received by MTVN after October 5, 2009 will be automatically disqualified from the Contest. All Submitted Videos entered into the Contest must have come from an original master that meets one of the aforementioned acceptable three (3) formats. Any Submitted Videos sent to MTVN in a format other than the formats listed above will be disqualified.

By doing the above, eligible entrants will be entered into the Contest and will each qualify as a participant ("Participant", "you" or "your").

CONTEST DESCRIPTION AND TIMING: The Contest will consist of seven (7) rounds:

("Entry Period") will run beginning 4:30 p.m. Central Time ("CT") on July 14, 2009 through 11:59 p.m. CT on October 5, 2009. During the Entry Period Participants may enter the Contest online as described above.

Selection Round ("Selection Round") Beginning on or about October 6, 2009, MTVN, in their sole discretion, will begin the selection of the top sixty-four (64) Submitted Video contenders from all eligible Submitted Videos ("Round 1 Contenders").

MTVN's selection will be based on the originality and the overall quality of each eligible Submitted Video. The Submitted Videos will be judged by a panel of judges, as determined by MTVN, whose decisions are final on all matters relating to the determination of the Round 1 Contenders. In addition to MTVN's right to do so in its discretion, the judges will also be instructed to disqualify any entry and any Submitted Video that displays dangerous conduct, stunts or tricks, conduct that could lead to or shows physical injury, property damage or otherwise violates or is inconsistent with these Official Rules. The chosen Round 1 Contenders will not necessarily all have the highest production value or be the most polished but, more importantly, will need to be innovative, original and cutting edge music videos.

Round 1 ("Round 1 Voting") Beginning at 12:00 p.m. CT on October 20, 2009 through 12:00 p.m. CT on November 2, 2009, the top sixty-four (64) Submitted Videos will be displayed on www.madness.cmt.com where visitors to www.madness.cmt.com will have the opportunity to watch and vote for their favorite Round 1 Contender. The Round 1 Contenders will be separated into four (4) different categories, at MTVN's sole discretion, competing against one another within the respective category. The next round will be tabulated based on the number of votes each Submitted Video receives to determine the Submitted Videos that will advance from each category to the next round of remaining thirty-two (32) contenders, which will consist of the eight (8) top voted video(s) from each category ("Round 2 Contenders").

Round 2 ("Round 2 Voting") Beginning at 12:00 p.m. CT on November 3, 2009 through 12:00 p.m. CT on November 9, 2009, the remaining thirty-two (32) Submitted Videos (Round 2 Contenders) that received the most votes in the Round 1 Voting will be displayed on www.madness.cmt.com where visitors of www.madness.cmt.com will have the opportunity to watch and vote for their favorite Round 2 Contender. The Round 2 Contenders will be separated into four (4) different categories, at MTVN's sole discretion, competing against one another within the respective category. The next round will be tabulated based on the number of votes each Submitted Video receives to determine the Submitted Videos that will advance from each category to the next round of remaining sixteen (16) contenders, which will consist of the four (4) top voted video(s) from each category ("Round 3 Contenders").

Round 3 ("Round 3 Voting") Beginning at 12:00 p.m. CT on November 10, 2009 through 12:00 p.m. CT on November 16, 2009 the remaining sixteen (16) Submitted Videos (Round 3 Contenders) that received the most votes in the Round 2 Voting will be displayed on www.madness.cmt.com where visitors of www.madness.cmt.com will have the opportunity to watch and vote for their favorite Round 3 Contender. The Round 3 Contenders will be separated into four (4) different categories, at MTVN's sole discretion, competing against one another within the respective category. The next round will be tabulated based on the number of votes each Submitted Video receives to determine the Submitted Videos that will advance from each category to the next round of remaining eight (8) contenders, which will consist of the two (2) top voted video(s) from each category ("Round 4 Contenders").

Round 4 ("Round 4 Voting") Beginning at 12:00 p.m. CT on November 17, 2009 through 12:00 p.m. CT on November 23, 2009 the remaining eight (8) Submitted Videos (Round 4 Contenders) that received the most votes in the Round 3 Voting will be displayed on www.madness.cmt.com where visitors of www.madness.cmt.com will have the opportunity to watch and vote for their favorite Round 4 Contender. The Round 4 Contenders will be separated into four (4) different categories, at MTVN's sole discretion, competing against one another within the respective category. The next round will be tabulated based on the number of votes each Submitted Video receives to determine the Submitted Videos that will advance from each category to the next round of remaining final four (4) contenders, which will consist of the top voted video from each category ("Round 5 Contenders").

Round 5 ("Round 5 Voting") Beginning at 12:00 p.m. CT on November 24, 2009 through 12:00 p.m. CT on November 30, 2009 the remaining four (4) Submitted Videos (Round 5 Contenders) that received the most votes in the Round 4 Voting will be displayed on www.madness.cmt.com where visitors of www.madness.cmt.com will have the opportunity to watch and vote for their favorite Round 5 Contender. The Round 5 Contenders will be separated into two (2) different categories, at MTVN's sole discretion, competing against one another within the respective category. The next round will be tabulated based on the number of votes each Submitted Video receives to determine the Submitted Videos that will advance from each category to the next round of remaining two (2) contenders ("Round 6 Contenders).

Round 6 ("Round 6 Voting") Beginning at 12:00 p.m. CT on December 1, 2009 through 12:00 p.m. CT on December 14, 2009 the remaining two (2) Submitted Videos (Round 6 Contenders) that received the most votes in the Round 5 Voting will be displayed on www.madness.cmt.com where visitors of www.madness.cmt.com will have the opportunity to watch and vote for their favorite Round 6 Contender. This final round will be tabulated based on the number of votes each Submitted Video receives to determine the Submitted Video that will advance to the next round as the Grand Prize Winner of this Contest.

Before December 23, 2009 MTVN will notify the Grand Prize Winner that their respective Submitted Video has been selected as the Grand Prize Video and that they are the potential winner in this Contest.

Notwithstanding the foregoing, should MTVN receive less than 64 total entries, then MTVN will start the voting portion of this Contest at the next lower level Round. For example, and by way of illustration only, if MTVN only receives a total of 54 videos then a panel of judges will choose the top 32 contenders and voting will begin on November 3, 2009. In the event of such changes to the voting portion of this Contest, such changes will be posted at the Website. Please consult the Website before submitting your entry. All Participants must comply with all terms and conditions set forth in these Official Rules and winning is contingent upon fulfilling all requirements.

A potential winner may be requested to provide MTVN with proof that he/she is the authorized account holder of the e-mail address associated with the winning entry and will be required to furnish proof of eligibility (including, without limitation, proof of US residency, age, and all required Clearances) as a condition of receiving the Grand Prize.

In an effort to ensure that the eventual and potential Grand Prize Winner is fully qualified for the Grand Prize of this Contest, MTVN will begin contacting and qualifying the Round 5 Contenders by email or telephone beginning November 24, 2009. If these Round 5 Contenders cannot be contacted within 8 hours from the first attempt to contact such potential winner, an alternate potential winner may be selected from among the remaining Participant of the Round 6 Contenders for the Grand Prize, based on the next most voted for Submitted Video, In the event that the voting is interrupted or disrupted, MTVN reserves the right to determine the Grand Prize Winner in their sole discretion based on the originality and overall quality of the Grand Prize Videos remaining in the Contest.

The potential winner must execute and return an Affidavit of Eligibility/Release of Liability, User Generated Content Agreement and, where permitted, publicity release within two (2) days of notification. Noncompliance within this time period may result in disqualification and an alternate winner may be selected. Return of any prize notification as undeliverable may result in disqualification and selection of an alternate winner.

PRIZING. "CMT Music City Madness 2009 Video Contest" will award one (1) grand prize package ("Grand Prize") as follows:

GRAND PRIZE.

The winning submission and/or his/her band members (maximum of four (4) band members) will receive (i) an opportunity to record a performance of the winning Submitted Video at CMT's STUDIO 330 SESSIONS which includes a trip to Nashville, TN (the trip consists of round trip coach class air transportation from major airport nearest winner's residence [CMT reserves the right to substitute ground transportation for air transportation if the winner resides within 150 miles of Nashville, Tennessee]), ground transportation while staying in Nashville, and deluxe hotel accommodations (one room, double occupancy dependent upon number of band members) for two nights; (ii) the opportunity for Grand Prize Winner and/or his/her band members to meet with and audition his/her music to Valory record executives; (iii) Grand Prize Winner and one (1) guest will receive backstage experience with Reba McEntire at a concert determined by MTVN which will include round trip coach class airfare from a major airport nearest winner's residence [CMT reserves the right to substitute ground transportation for airfare if the winner resides within 150 miles of the concert destination], hotel accommodations (one room, double occupancy) for one night and admission to the concert, and (iv) one (1) Valory prize pack of miscellaneous items for the Grand Prize Winner.

The total approximate retail value (the "ARV") of the Grand Prize is $4,500.00. The ARV for the Grand Prize package is subject to change based on the dynamics of the winning band (e.g. number of members, age of members, etc.) and current market conditions at time of the prize fulfillment.

All federal, state and local taxes related to the Grand Prize are the sole responsibility of Grand Prize Winner. No refunds or credit for changes are allowed. No transfer of the prize is permitted. No substitution, transfer of any prize (or any part of the Grand Prize package) or cash alternative will be permitted, except by MTVN due to prize unavailability at time of award in which case a prize of equal or greater value will be awarded. Unless specified otherwise by MTVN, no cash will be awarded. Arrangements for the fulfillment of prizes will be made by MTVN

SUBMITTED VIDEO REQUIREMENTS: Each Submitted Video must be wholly original, created solely by the applicable Participant and may not have been previously published and such Participant must wholly-own all copyrights in and to such Submitted Video, without having granted at any time to any person or entity other than MTVN the right to use such Submitted Video. Each Submitted Video must not contain the trademarks, designs, copyrighted works or intellectual property of any third parties. The length of each Submitted Video must not exceed five (5) minutes in length.

Submitted Videos will not be accepted or eligible if they contain content or material of any kind that violates or is inconsistent with these Official Rules, including, without limitation, any content that contains (or appears to contain):

(i) explicitly profane or obscene material;

(ii) endorsement (or condones) of illegal drug use, alcohol abuse or other illegal activity;

(iii) nudity, profanity, extreme or gratuitous violence;

(iv) language will be evaluated by CMT based on context and societal acceptability;

(v) any express or implied commercial endorsement; any derogatory characterization of any person or group based on age, race, color, gender identity and expression, sexual orientation, religious beliefs, marital status, mental or physical disability, citizenship, creed, national origin, physical appearance, political affiliation, union membership, or other ethical or unlawful factors;

(vi) any unauthorized use of copyrighted or proprietary material; or

(vii) depictions of any conduct, language or other context deemed inappropriate by CMT or any of the judges selected by the Sponsor.

Additionally, MTVN reserves the right to disqualify any Submitted Video that it deems, in its sole discretion, to be offensive or inappropriate or to violate any of the policies of MTVN's Standards and Practices Guidelines.

USE OF DATA and AGREEMENT TO OFFICIAL RULES. MTVN will be collecting personal data about Participants (including, without limitation, e-mail addresses) when Participants enter the Contest. By participating in the Contest, Participants hereby agree to all personal information uses and disclaimers as explained in MTVN's Privacy Policy http://www.cmt.com/interact/terms/privacy.jhtml. Participation in the Contest further constitutes entrant's full and unconditional agreement to and acceptance of these Official Rules, agreement to and acceptance to negotiate with The Valory Record Co. with regards to an exclusive recording agreement, agreement to and acceptance of MTVN's Privacy Policy and willingness to be contacted by telephone and/or email.

MTVN shall have an irrevocable, perpetual, universe-wide, fully paid-up and royalty-free license to copy all Submitted Videos and to use, re-use, publish, and re-publish such Submitted Videos in whole or in part, individually or in conjunction with other photographs or images, in any and all media now known or hereafter devised and for any purpose whatsoever, including, without limitation, for use on merchandise, throughout the universe (including, without limitation, illustration, promotion, advertising and trade), and to use the name of each Participant in connection therewith if MTVN so chooses in its sole discretion (such use defined as the "Selected Video" herein). Each entrant agrees that they will not be compensated for submitting any Submitted Videos.

Past experience has confirmed that contests and other competitions generate substantially similar submissions or entries which closely resemble concepts and ideas that have been independently developed by MTVN before or after the Contest. Accordingly, entrants may subsequently see a MTVN presentation which seemingly incorporates an idea or concept or includes materials similar to that contained in their Submitted Video. Any similarity is purely coincidental and unavoidable in light of the volume of ideas which MTVN routinely consider in the course of their program development. Because of this possibility, entrants hereby agree to submit their video under the following terms and conditions: (i) that MTVN may use any ideas, concepts, material, or expression in whole or in part, contained in a Submitted Video; (ii) that all materials submitted become the property of MTVN; (iii) entrants have obtained all rights, permissions and licenses necessary to use the Submitted Video for any purpose; (iv) that no Submitted Video, or any part thereof, infringes any trademark or copyright or otherwise violates anyone's right of privacy or publicity; (v) by submitting a video, entrants consent to MTVN exhibiting such video in all media in perpetuity; (vi) entrants indemnify and hold harmless MTVN and its respective heirs, executors, assigns and designees from any claims, suits, losses damages and expenses (including reasonable attorneys' fees) that arise from any breach of these Official Rules or from any and all claims and demands arising out of or in connection with the use of such Submitted Videos, including, without limitation, any claims for copyright infringement, defamation or invasion or privacy. Only Submitted Videos that are submitted in accordance with all applicable rules governing this Contest will be eligible for selection. All entrants agree to the foregoing and in addition agree to provide, upon request of MTVN, any documentation and releases necessary to prove their unrestricted ownership in all materials contained in their Submitted Video and MTVN's right to use such materials without limitation for any purpose, without any compensation. Participants further agree to assign all right, title and interest in all material to MTVN and agree to sign such documentation as is necessary to formalize this assignment. Without limiting the foregoing, Participants acknowledge and agree that MTVN is under no obligation to use any materials submitted by Participants in connection with the Contest.

Notwithstanding the foregoing, Participants agree: (i) that their Submitted Video may be used by MTVN in whole or in part for any purpose whatsoever without any compensation; and (ii) to hereby grant to MTVN the exclusive, irrevocable right and license to exhibit, broadcast, copy, reproduce, encode, compress, encrypt, incorporate data into, edit, broadcast, rebroadcast, transmit, record, publicly perform, create derivative works of, and distribute and synchronize in timed relation to visual elements, the materials contained in their Submitted Video and/or any portions or excerpts thereof, in any manner, an unlimited number of times, in any and all media, now known or hereafter devised, throughout the world, in perpetuity.

On the request of The Valory Music Company, LLC or one of its affiliated labels ("Valory") at any time during the Contest and for a period of six (6) months after the announcement of the winners of the Contest (the "Negotiation Period"), Participants will negotiate in good faith with Valory concerning the terms and conditions of an exclusive recording agreement (an "ERA") between Participants and Valory. During the Negotiation Period, Participants will not enter into negotiations concerning an ERA with any record label other than Valory. If Valory commences negotiations with Participants and, for any reason, Valory and Participants are unable to consummate an ERA during the Negotiation Period, Participants will be free to enter negotiations with other labels, subject to the following. Valory will have the right to match the material terms and conditions of any ERA Participant desires to enter with any other label at any time prior to the date twelve (12) months after the expiration of the Negotiation Period. In the event Valory elects to match the terms and conditions of any such ERA, Participant and Valory shall proceed promptly to enter into an ERA embodying those terms and conditions. In exercising its "matching" right, however, Valory shall not be required to agree to any term or condition that is not capable of being performed by all U.S. record labels similarly situated, such as "key-person" provisions.

GENERAL CONDITIONS. The Contest is governed by the laws of the State of New York and Participants in the Contest hereby consent to the exclusive jurisdiction of those laws for any causes or controversies arising out of the Contest.

Each Participant waives any and all objections to jurisdiction and venue in these courts. All federal, state and local laws and regulations apply. Void where prohibited or restricted by law. Contest may only be entered in or from the United States and the District of Columbia and entries originating from any other jurisdiction are not eligible for entry. Except where prohibited by law (or if Winner is a resident of Tennessee), Winner grants to MTVN (and its advertising agencies) and MTVN the right to use and publish Winner's photo, proper name, likeness, voice, opinions, biographical information and state in any media to promote MTVN and the Contest without additional compensation.

By entering, Participants release and hold harmless the Sponsor Entities and their respective principals, subsidiaries, affiliates, directors, officers, employees and agents from any and all liability for any injuries, loss or damage of any kind arising from or in connection with the Contest or receipt or use and/or misuse of any prize.

MTVN reserves the right to cancel or modify the Contest if fraud or any other factor impairs the integrity of the Contest as determined by MTVN in its sole discretion. MTVN's decisions as to all matters related to administration of the Contest are final.

If, in MTVN's opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Contest, or if technical difficulties compromise the integrity of the Contest, MTVN reserves the right in its sole discretion to void any entries at issue (including disqualifying any individual who tampers with the entry process), and to cancel, terminate, modify or suspend the Contest, in whole or in part, at any time without notice. In the event of such cancellation, MTVN reserves the right to award the prize, in MTVN's sole discretion, from all eligible entries received before the time of cancellation.

MTVN does not assume any responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction of unauthorized access to, or alternation of, entries. MTVN shall not be responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or entry received by MTVN on account of technical problems or traffic congestion on the Internet or at any web site, any combination thereof, or otherwise, including any injury or damage to entrant's or any other person's computer related to or resulting from participation or downloading any materials in the Contest.

CAUTION: ANY ATTEMPT BY ANYONE TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR ENTITIES RESERVE THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. THE NEW YORK COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THE CONTEST AND THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE CONTEST. ENTRANTS WAIVE ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THESE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS.

WINNERS LIST. For a copy of the Winner List or Official Rules, send a self addressed stamped envelope to: CMT, 330 Commerce Street, Nashville, TN 37201. Attention: "CMT Music City Madness 2009 Video Contest, Room 403" All requests must be received by December 31, 2009. Please note on the front left hand corner of your outer envelope that you are requesting the name of the "Winner". Vermont residents may omit return postage if requesting a set of Official Rules.

(c) 2009 Country Music Television, Inc. All Rights Reserved. CMT and all related titles and logos are trademarks of Country Music Television, Inc., an MTV Network.