**EXECUTION VERSIONExhibit 10.1**

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$125,000,000

REVOLVING CREDIT AGREEMENT

among

CKX, INC.,

a Delaware corporation,

as Borrower,

The Several Lendersfrom Time to Time Parties Hereto,

UBS SECURITIES LLC and THE BANK OF NEW YORK,

as Co-Syndication Agents,

LEHMAN COMMERCIAL PAPER, INC. and CREDIT SUISSE,as Co-Documentation Agents,

and

BEAR STEARNS CORPORATE LENDING INC.,as Administrative Agent

Dated as of May 24, 2006

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BEAR, STEARNS & CO. INC., as Sole Lead Arrangerand Sole Bookrunner

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TABLE OF CONTENTS
| ** ** | ** ** | ** **                                                    | ** **                                                       | **Page** |
|------------|------------|---------------------------------------------------------------|------------------------------------------------------------------|----------|
| SECTION1.  |       | DEFINITIONS                                                   |                                                             | 1        |
|       |       |                                                          |                                                             |     |   |
|       | 1.1.       |                                                          | Defined Terms                                                    |     | 1 |
|       | 1.2.       |                                                          | Other Definitional Provisions                                    |     | 24 |
|       |       |                                                          |                                                             |     |   |
| SECTION 2. |       | AMOUNT AND TERMS OF REVOLVING COMMITMENTS                     |                                                             | 25       |
|       |       |                                                          |                                                             |     |   |
|       | 2.1.       |                                                          | Revolving Commitments                                            |     | 25 |
|       | 2.2.       |                                                          | Procedure for Revolving Loan Borrowing                           |     | 26 |
|       | 2.3.       |                                                          | Swingline Commitment                                             |     | 26 |
|       | 2.4.       |                                                          | Procedure for Swingline Borrowing; Refunding of  Swingline Loans |     | 27 |
|       | 2.5.       |                                                          | Commitment Fees, etc                                             |     | 28 |
|       | 2.6.       |                                                          | Termination or Reduction of Revolving Commitments                |     | 29 |
|       | 2.7.       |                                                          | L/C Commitment                                                   |     | 29 |
|       | 2.8.       |                                                          | Procedure for Issuance of Letter of Credit                       |     | 29 |
|       | 2.9.       |                                                          | Fees and Other Charges                                           |     | 30 |
|       | 2.10.      |                                                          | L/C Participations                                               |     | 30 |
|       | 2.11.      |                                                          | Reimbursement Obligation of the Borrower                         |     | 31 |
|       | 2.12.      |                                                          | Obligations Absolute                                             |     | 31 |
|       | 2.13.      |                                                          | Letter of Credit Payments                                        |     | 32 |
|       | 2.14.      |                                                          | Applications                                                     |     | 32 |
|       | 2.15.      |                                                          | Incremental Facilities                                           |     | 32 |
|       |       |                                                          |                                                             |     |   |
| SECTION 3. |       | GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS  OF CREDIT |                                                             | 33       |
|       |       |                                                          |                                                             |     |   |
|       | 3.1.       |                                                          | Optional Prepayments                                             |     | 33 |
|       | 3.2.       |                                                          | Conversion and Continuation Options                              |     | 34 |
|       | 3.3.       |                                                          | Limitations on Eurodollar Tranches                               |     | 34 |
|       | 3.4.       |                                                          | Interest Rates and Payment Dates                                 |     | 34 |
|       | 3.5.       |                                                          | Computation of Interest and Fees                                 |     | 35 |
|       | 3.6.       |                                                          | Inability to Determine Interest Rate                             |     | 35 |
|       | 3.7.       |                                                          | Pro Rata Treatment and Payments                                  |     | 36 |
|       | 3.8.       |                                                          | Requirements of Law                                              |     | 37 |
|       | 3.9.       |                                                          | Taxes                                                            |     | 38 |
|       | 3.10.      |                                                          | Indemnity                                                        |     | 41 |
|       | 3.11.      |                                                          | Change of Lending Office                                         |     | 41 |
|       | 3.12.      |                                                          | Replacement of Lenders                                           |     | 42 |
|       | 3.13.      |                                                          | Evidence of Debt                                                 |     | 42 |
|       | 3.14.      |                                                          | Illegality                                                       |     | 43 |
|       |       |                                                          |                                                             |     |   |
| SECTION 4. |       | REPRESENTATIONS AND WARRANTIES                                |                                                             | 43       |
|       |       |                                                          |                                                             |     |   |
|       | 4.1.       |                                                          | Financial Condition                                              |     | 43 |

 

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|            | 4.2.   |                  | No Change                                                     |   | 44     |
|------------|--------|-----------------------|---------------------------------------------------------------|--------|--------|
|       | 4.3.   |                  | Corporate Existence; Compliance with Law                      |   | 44     |
|       | 4.4.   |                  | Power; Authorization; Enforceable Obligations                 |   | 44     |
|       | 4.5.   |                  | No Legal Bar                                                  |   | 45     |
|       | 4.6.   |                  | Litigation                                                    |   | 45     |
|       | 4.7.   |                  | No Default                                                    |   | 45     |
|       | 4.8.   |                  | Ownership of Property; Liens                                  |   | 45     |
|       | 4.9.   |                  | Intellectual Property                                         |   | 45     |
|       | 4.10.  |                  | Taxes                                                         |   | 47     |
|       | 4.11.  |                  | Federal Regulations                                           |   | 47     |
|       | 4.12.  |                  | Labor Matters                                                 |   | 47     |
|       | 4.13.  |                  | ERISA                                                         |   | 47     |
|       | 4.14.  |                  | Investment Company Act; Other Regulations                     |   | 48     |
|       | 4.15.  |                  | Subsidiaries                                                  |   | 48     |
|       | 4.16.  |                  | Use of Proceeds                                               |   | 48     |
|       | 4.17.  |                  | Environmental Matters                                         |   | 48     |
|       | 4.18.  |                  | Accuracy of Information, etc.                                 |   | 49     |
|       | 4.19.  |                  | Security Documents                                            |   | 50     |
|       | 4.20.  |                  | Solvency                                                      |   | 50     |
|       | 4.21.  |                  | Senior Indebtedness                                           |   | 50     |
|       | 4.22.  |                  | Foreign Assets Control Regulations and Anti-Money  Laundering |   | 51     |
|       | 4.23.  |                  | Double Vision Film.                                           |   | 51     |
|       |   |                  |                                                          |   |   |
| SECTION 5. |   | CONDITIONS PRECEDENT  |                                                          | 51     |
|       |   |                  |                                                          |   |   |
|       | 5.1.   |                  | Conditions to Initial Extension of Credit                     |   | 51     |
|       | 5.2.   |                  | Conditions to Each Extension of Credit                        |   | 54     |
|       |   |                  |                                                          |   |   |
| SECTION 6. |   | AFFIRMATIVE COVENANTS |                                                          | 55     |
|       |   |                  |                                                          |   |   |
|       | 6.1.   |                  | Financial Statements                                          |   | 55     |
|       | 6.2.   |                  | Certificates; Other Information                               |   | 56     |
|       | 6.3.   |                  | Payment of Obligations                                        |   | 57     |
|       | 6.4.   |                  | Maintenance of Existence; Compliance                          |   | 57     |
|       | 6.5.   |                  | Maintenance of Property; Insurance                            |   | 57     |
|       | 6.6.   |                  | Inspection of Property; Books and Records; Discussions        |   | 58     |
|       | 6.7.   |                  | Notices                                                       |   | 58     |
|       | 6.8.   |                  | Intellectual Property                                         |   | 59     |
|       | 6.9.   |                  | Environmental Laws                                            |   | 60     |
|       | 6.10.  |                  | Interest Rate Hedging                                         |   | 60     |
|       | 6.11.  |                  | Additional Collateral, etc.                                   |   | 61     |
|       | 6.12.  |                  | Further Assurances                                            |   | 63     |
|       | 6.13.  |                  | Use of Proceeds                                               |   | 63     |
|       | 6.14.  |                  | Post-Closing Obligations                                      |   | 63     |
|       | 6.15.  |                  | UK Financial Assistance                                       |   | 63     |

 

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|                                       |   |               |                                                             |   |   |
|---------------------------------------|--------|--------------------|------------------------------------------------------------------|--------|--------|
| SECTION 7.                            |   | NEGATIVE COVENANTS |                                                             | 64     |
|                                  |   |               |                                                             |   |   |
|                                  | 7.1.   |               | Financial Condition Covenants                                    |   | 64     |
|                                  | 7.2.   |               | Indebtedness                                                     |   | 64     |
|                                  | 7.3.   |               | Liens                                                            |   | 66     |
|                                  | 7.4.   |               | Fundamental Changes                                              |   | 68     |
|                                  | 7.5.   |               | Disposition of Property                                          |   | 68     |
|                                  | 7.6.   |               | Restricted Payments                                              |   | 69     |
|                                  | 7.7.   |               | Capital Expenditures                                             |   | 70     |
|                                  | 7.8.   |               | Investments                                                      |   | 71     |
|                                  | 7.9.   |               | Optional Payments and Modifications of Certain Debt  Instruments |   | 73     |
|                                  | 7.10.  |               | Transactions with Affiliates                                     |   | 73     |
|                                  | 7.11.  |               | Sales and Leasebacks                                             |   | 74     |
|                                  | 7.12.  |               | Hedge Agreements                                                 |   | 74     |
|                                  | 7.13.  |               | Changes in Fiscal Periods                                        |   | 74     |
|                                  | 7.14.  |               | Negative Pledge Clauses                                          |   | 74     |
|                                  | 7.15.  |               | Clauses Restricting Subsidiary Distributions                     |   | 74     |
|                                  | 7.16.  |               | Lines of Business                                                |   | 75     |
|                                  | 7.17.  |               | Certain Amendments                                               |   | 75     |
|                                  | 7.18.  |               | Accounting Changes                                               |   | 75     |
|                                  | 7.19.  |               | Intellectual Property                                            |   | 75     |
|                                  | 7.20.  |               | Hazardous Substances                                             |   | 75     |
|                                  |   |               |                                                             |   |   |
| SECTION 8.                            |   | EVENTS OF DEFAULT  |                                                             | 76     |
|                                  |   |               |                                                             |   |   |
| SECTION 9.                            |   | THE AGENTS         |                                                             | 80     |
|                                  |   |               |                                                             |   |   |
|                                  | 9.1.   |               | Appointment                                                      |   | 80     |
|                                  | 9.2.   |               | Delegation of Duties                                             |   | 80     |
|                                  | 9.3.   |               | Exculpatory Provisions                                           |   | 80     |
|                                  | 9.4.   |               | Reliance by Agents                                               |   | 81     |
|                                  | 9.5.   |               | Notice of Default                                                |   | 81     |
|                                  | 9.6.   |               | Non-Reliance on Agents and Other Lenders                         |   | 81     |
|                                  | 9.7.   |               | Indemnification                                                  |   | 82     |
|                                  | 9.8.   |               | Agent in Its Individual Capacity                                 |   | 82     |
|                                  | 9.9.   |               | Successor Administrative Agent                                   |   | 82     |
|                                  | 9.10.  |               | Agents Generally                                                 |   | 83     |
|                                  | 9.11.  |               | The Lead Arranger                                                |   | 83     |
|                                  | 9.12.  |               | Withholding Tax                                                  |   | 83     |
|                                  |   |               |                                                             |   |   |
| SECTION 10.   MISCELLANEOUS |   | 83                 |
|                                  |   |               |                                                             |   |   |
|                                  | 10.1.  |               | Amendments and Waivers                                           |   | 83     |
|                                  | 10.2.  |               | Notices                                                          |   | 84     |
|                                  | 10.3.  |               | No Waiver; Cumulative Remedies                                   |   | 86     |
|                                  | 10.4.  |               | Survival of Representations and Warranties                       |   | 86     |
|                                  | 10.5.  |               | Payment of Expenses and Taxes                                    |   | 86     |

 

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|        | 10.6.  |       | Successors and Assigns; Participations and  Assignments |   | 88 |
|--------|--------|------------|---------------------------------------------------------|--------|----|
|   | 10.7.  |       | Adjustments; Set-off                                    |   | 91 |
|   | 10.8.  |       | Counterparts                                            |   | 92 |
|   | 10.9.  |       | Severability                                            |   | 92 |
|   | 10.10. |       | Integration                                             |   | 92 |
|   | 10.11. | ** ** | **GOVERNING LAW**                                       |   | 92 |
|   | 10.12. |       | Submission To Jurisdiction; Waivers                     |   | 92 |
|   | 10.13. |       | Acknowledgments                                         |   | 93 |
|   | 10.14. |       | Releases of Guarantees and Liens                        |   | 93 |
|   | 10.15. |       | Confidentiality                                         |   | 93 |
|   | 10.16. | ** ** | **WAIVERS OF JURY TRIAL**                               |   | 94 |
|   | 10.17. |       | Delivery of Addenda                                     |   | 94 |
|   | 10.18. |       | USA PATRIOT Act                                         |   | 94 |

 
| ANNEX:     |                                                              |
|------------|-------------------------------------------------------------------|
|       |                                                              |
| A          | Pricing Grid                                                      |
|       |                                                              |
|       |                                                              |
| SCHEDULES: |                                                              |
|       |                                                              |
| 4.1        | Contingent Liabilities                                            |
| 4.4        | Consents, Authorizations, Filings and Notices                     |
| 4.13       | ERISA                                                             |
| 4.15       | Subsidiaries; Subscriptions, Warrants, Etc.                       |
| 4.19       | Filing Jurisdictions                                              |
| 7.2(d)     | Existing Indebtedness                                             |
| 7.3(f)     | Existing   Liens                                             |
| 7.10       | Affiliate Transactions                                            |
|       |                                                              |
|       |                                                              |
| EXHIBITS:  |                                                              |
|       |                                                              |
| A          | Form of Addendum                                                  |
| B          | Form of Assignment and Assumption                                 |
| C          | Form of Compliance Certificate                                    |
| D-1        | Form of Guarantee and Collateral Agreement                        |
| D-2        | Form of UK Charge Over Shares                                     |
| D-3        | Form of UK Debenture                                              |
| E          | [Reserved]                                                        |
| F          | [Reserved]                                                        |
| G          | Form of Exemption Certificate                                     |
| H-1        | Form of Revolving Note                                            |
| H-2        | Form of Swingline Note                                            |
| I          | Form of Swingline Note                                            |
| J-1        | Form of Legal Opinion of Paul, Hastings, Janofsky  and Walker LLP |

 

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|     |                                          |
|-----|-----------------------------------------------|
| J-2 | Form of Legal Opinion of Baker & McKenzie |
| K   | Form of Solvency Certificate                  |
| L   | Subordination Provisions                      |

 

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CREDIT AGREEMENT, dated as of May 24, 2006 (this “Agreement”),among CKX, INC., a Delaware corporation (the “Borrower”), the severalbanks and other financial institutions or entities from time to time parties tothis Agreement (the “Lenders”), BEAR, STEARNS & CO. INC., asexclusive advisor, sole lead arranger and sole bookrunner (in such capacity,the “Lead Arranger”), UBS SECURITIES LLC and THE BANK OF NEW YORK, asco-syndication agents (in such capacity, the “Syndication Agents”),LEHMAN COMMERCIAL PAPER, INC. and CREDIT SUISSE, as co-documentation agents (insuch capacity, the “Documentation Agents”), and BEAR STEARNS CORPORATELENDING INC., as administrative agent (in such capacity, the “AdministrativeAgent”).

The parties hereto hereby agree as follows:

# SECTION 1.  DEFINITIONS

1.1.          DefinedTerms.  As used in this Agreement,the terms listed in this Section 1.1 shall have the respective meaningsset forth in this Section 1.1.

“Acquired Indebtedness”:  Indebtedness of any Person that becomes aSubsidiary of the Borrower or one of its Subsidiaries after the Closing Date inconnection with a Permitted Acquisition or Permitted Joint Venture, but only tothe extent such Indebtedness was outstanding prior to giving effect to suchPermitted Acquisition or Permitted Joint Venture and was not incurred incontemplation of or for purposes of consummating such Permitted Acquisition orPermitted Joint Venture.

“Addendum”: an instrument, substantially in the form of Exhibit A, by which aLender becomes a party to this Agreement as of the Closing Date.

“Additional Extensions of Credit”:  as defined in Section 10.1.

“Adjustment Date”:  as defined in the Pricing Grid.

“Administrative Agent”:  as defined in the recitals to this Agreement.

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is incontrol of, is controlled by, or is under common control with, suchPerson.  For purposes of this definition,“control” of a Person means the power, directly or indirectly, either to(a) vote 5.0% or more of the securities having ordinary voting power forthe election of directors (or persons performing similar functions) of suchPerson or (b) direct or cause the direction of the management and policiesof such Person, whether by contract or otherwise.

“Agents”: the collective reference to the Syndication Agents, the DocumentationAgents, the Lead Arranger and the Administrative Agent, which term shallinclude, for purposes of Section 9 only, the Issuing Lender and theSwingline Lender.

“Aggregate Exposure”:  with respect to any Lender at any time, anamount equal to the aggregate then unpaid principal amount of such Lender’sRevolving Commitment then in effect or, if the Revolving Commitments have beenterminated, the amount of such Lender’s Revolving Extensions of Credit thenoutstanding.

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“Aggregate Exposure Percentage”:  with respect to any Lender at any time, theratio (expressed as a percentage) of such Lender’s Aggregate Exposure at suchtime to the Aggregate Exposure of all Lenders at such time.

“Agreement”: this Credit Agreement.

“Applicable Margin”:  the rate per annum equal to (a) 1.50% in thecase of Eurodollar Loans and (b) .50% in the case of Base Rate Loans; provided,that, on and after the first Adjustment Date occurring after the Closing Date,the Applicable Margin will be determined pursuant to the Pricing Grid.

“Application”: an application, in such form as the Issuing Lender may specify from timeto time, requesting the Issuing Lender to open a Letter of Credit.

“Approved Fund”:  (a) a CLO and (b) with respect to any Lenderthat is a fund that invests in commercial loans, any other fund that invests incommercial loans and is managed or advised by the same investment advisor assuch Lender or by an Affiliate of such investment advisor.

“Asset Sale”: any Disposition of Property or series of related Dispositions ofProperty (including, without limitation, the sale of Capital Stock in anySubsidiary and the issuance by any Subsidiary of its own Capital Stock) thatyields gross proceeds to any Group Member (valued at the initial principalamount thereof in the case of non-cash proceeds consisting of notes or otherdebt securities and valued at fair market value in the case of other non-cashproceeds) in excess of $1,000,000.

“Assignee”: as defined in Section 10.6(a).

“Assignment and Assumption”:  an Assignment and Assumption, substantiallyin the form of Exhibit B.

“Available Revolving Commitment”:  as to any Revolving Lender at any time, anamount equal to the excess, if any, of (a) such Lender’s RevolvingCommitment then in effect over (b) such Lender’s RevolvingExtensions of Credit then outstanding; provided that, in calculating anyLender’s Revolving Extensions of Credit for the purpose of determining suchLender’s Available Revolving Commitment pursuant to Section 2.5, theaggregate principal amount of Swingline Loans then outstanding shall be deemedto be zero.

“Base Rate”: for any day, a rate per annum (rounded upwards, if necessary, to thenext 1/16 of 1%) equal to the greater of (a) the Prime Rate ineffect on such day and (b) the Federal Funds Effective Rate in effect onsuch day plus 0.50%.  For purposeshereof:  “Prime Rate” shall meanthe rate of interest per annum publicly announced from time to time by theReference Lender as its prime rate in effect at its principal office inNew York City (the Prime Rate not being intended to be the lowestrate of interest charged by the Reference Lender in connection with extensionsof credit to debtors).  Any change in theBase Rate due to a change in the Prime Rate or the Federal Funds Effective Rateshall be effective as of the opening of business on the effective day of suchchange in the Prime Rate or the Federal Funds Effective Rate, respectively.

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“Base Rate Loans”:  Loans the rate of interest applicable towhich is based upon the Base Rate.

“Benefited Lender”:  as defined in Section 10.7(a).

“Board”: the Board of Governors of the Federal Reserve System of the UnitedStates (or any successor).

“Borrower”:  as defined in the preamble to this Agreement.

“Borrower CreditAgreement Obligations”:  as definedin the Guarantee and Collateral Agreement.

“Borrower Obligations”:  as defined in the Guarantee and CollateralAgreement.

“Borrowing Date”:  any Business Day specified by the Borrower asa date on which the Borrower requests the relevant Lenders to make Loans orissue Letters of Credit hereunder.

“Business”: as defined in Section 4.17(b).

“Business Day”: a day other than a Saturday, Sunday or other day on which commercialbanks in New York City are authorized or required by law to close, provided,that with respect to notices and determinations in connection with, andpayments of principal and interest on, Eurodollar Loans, such day is also a dayfor trading by and between banks in Dollar deposits in the interbank eurodollarmarket.

“Capital Expenditures”:  for any period, with respect to any Person,the aggregate of all expenditures by such Person and its Subsidiaries for theacquisition or leasing (pursuant to a capital lease) of fixed or capital assetsor additions to equipment (including replacements, capitalized repairs andimprovements during such period) that should be capitalized under GAAP on aconsolidated balance sheet of such Person and its Subsidiaries.

“Capital LeaseObligations”:  as to any Person, theobligations of such Person to pay rent or other amounts under any lease of (orother arrangement conveying the right to use) real or personal property, or acombination thereof, which obligations are required to be classified and accountedfor as capital leases on a balance sheet of such Person under GAAP and, for thepurposes of this Agreement, the amount of such obligations at any time shall bethe capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”:  any and all shares, interests, participationsor other equivalents (however designated) of capital stock of a corporation,any and all equivalent ownership interests in a Person (other than acorporation) and any and all warrants, rights or options to purchase any of theforegoing, whether or not presently convertible, exchangeable or exercisable.

“Cash Equivalents”:  (a) marketable direct obligations issuedby, or unconditionally guaranteed by, the United States Government or issued byany agency thereof and backed by the full faith and credit of the UnitedStates, in each case maturing within one

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year from the date ofacquisition; (b) certificates of deposit, time deposits, eurodollar timedeposits or overnight bank deposits having maturities of six months or lessfrom the date of acquisition issued by any Lender or by any commercial bankorganized under the laws of the United States or any state thereof or theDistrict of Columbia having combined capital and surplus of not less than$500,000,000; (c) commercial paper of an issuer rated at least A-1 byS&P or P-1 by Moody’s, or carrying an equivalent rating by a nationallyrecognized rating agency, if both of the two named rating agencies ceasepublishing ratings of commercial paper issuers generally, and maturing withinsix months from the date of acquisition; (d) repurchase obligations of anyLender or of any commercial bank satisfying the requirements of clause(b) of this definition, having a term of not more than 30 days, with respectto securities issued or fully guaranteed or insured by the United Statesgovernment; (e) securities with maturities of one year or less from thedate of acquisition issued or fully guaranteed by any state, commonwealth orterritory of the United States, by any political subdivision or taxingauthority of any such state, commonwealth or territory or by any foreigngovernment, the securities of which state, commonwealth, territory, politicalsubdivision, taxing authority or foreign government (as the case may be) are ratedat least A by S&P or A by Moody’s; (f) securities with maturities ofsix months or less from the date of acquisition backed by standby letters ofcredit issued by any Lender or any commercial bank satisfying the requirementsof clause (b) of this definition; or (g) shares of money marketmutual or similar funds which invest exclusively in assets satisfying therequirements of clauses (a) through (f) of this definition or money marketfunds that (i) comply with the criteria set forth in Securities and ExchangeCommission Rule 2a-7 under the Investment Company Act of 1940, as amended,(ii) are rated AAA by S&P and Aaa by Moody’s and (iii) haveportfolio assets of at least $5,000,000,000.

“CKX UK Holdings”: CKX UK Holdings Limited, acompany incorporated in England and Wales with registered number 05389449.

“Closing Date”: the date on which the conditions precedent set forth in Section 5.1shall have been satisfied or waived, which date is May 24, 2006.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all property of the Loan Parties, now owned or hereafter acquired, uponwhich a Lien is purported to be created by any Security Document.

“Commitment”: as to any Lender, the Revolving Commitment of such Lender.

“Commitment Fee Rate”:  (a) 0.375% per annum at such times as (i) theFacility is rated at least BB- by S&P and at least Ba3 by Moody’s, in eachcase, with a stable outlook, and (ii) the aggregate amount of the RevolvingExtensions of Credit is not less than 50% of the aggregate amount of theRevolving Commitments and (b) at all other times, 0.50% per annum.

“Commonly Controlled Entity”:  an entity, whether or not incorporated, thatis under common control with the Borrower within the meaning ofSection 4001 of ERISA or is part of a group that includes the Borrower andthat is treated as a single employer under Section 414 of the Code.

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“Compliance Certificate”:  a certificate duly executed by a ResponsibleOfficer substantially in the form of Exhibit C.

“Conduit Lender”:  any special purpose entity organized andadministered by any Lender for the purpose of making Loans otherwise requiredto be made by such Lender and designated by such Lender in a writteninstrument, subject to the consent of the Administrative Agent and the Borrower(which consent shall not be unreasonably withheld); provided, that thedesignation by any Lender of a Conduit Lender shall not relieve the designatingLender of any of its obligations to fund a Loan under this Agreement if, forany reason, its Conduit Lender fails to fund any such Loan, and the designatingLender (and not the Conduit Lender) shall have the sole right andresponsibility to deliver all consents and waivers required or requested underthis Agreement with respect to its Conduit Lender, and provided, further,that no Conduit Lender shall (a) be entitled to receive any greater amountpursuant to Section 3.8, 3.9, 3.10 or 10.5 than the designating Lenderwould have been entitled to receive in respect of the extensions of credit madeby such Conduit Lender or (b) be deemed to have any Commitment.

“Consolidated EBITDA”:  for any period, Consolidated Net Income forsuch period plus, without duplication and to the extent reflected as acharge in the statement of such Consolidated Net Income for such period (andprovided that to the extent that all or any portion of the income of anySubsidiary or other Person is excluded from Consolidated Net Income pursuant tothe definition thereof for such period or portion thereof, any amounts setforth in the following clauses (a) through (g) that are attributable to suchSubsidiary or other Person shall not be included for purposes of such clausesfor such period or portion thereof) the sum of (a) income tax expense,(b) interest expense, amortization or write-off of debt discount and debtissuance costs and commissions, discounts and other fees and charges associatedwith Indebtedness (including the Loans), (c) depreciation and amortizationexpense, (d) amortization of intangibles (including, but not limited to,goodwill) and organizational costs, (e) any extraordinary charges orlosses determined in accordance with GAAP, (f) non-cash compensationexpenses arising from the issuance of stock, options to purchase stock andstock appreciation rights to the management of the Borrower, and (g) anyother non-cash charges, non-cash expenses or non-cash losses of the Borrower orany of its Subsidiaries for such period (excluding any such charge, expense orloss incurred in the ordinary course of business that constitutes an accrual ofor a reserve for cash charges for any future period), provided, however,that cash payments made in such period or in any future period in respect ofsuch non-cash charges, expenses or losses (excluding any such charge, expenseor loss incurred in the ordinary course of business that constitutes an accrualof or a reserve for cash charges for any future period) shall be subtractedfrom Consolidated Net Income in calculating Consolidated EBITDA in the periodwhen such payments are made, and minus, to the extent included in thestatement of such Consolidated Net Income for such period, the sum of(a) interest income, (b) any extraordinary income or gains determinedin accordance with GAAP and (c) any other non-cash income (excluding anyitems that represent the reversal of any accrual of, or cash reserve for,anticipated cash charges in any prior period that are described in theparenthetical to clause (g) above), all as determined on a consolidatedbasis.

In addition to and without limitation of theforegoing, (x) with respect to any Asset Sale, Disposition, PermittedAcquisition or Permitted Joint Venture as to which the fair market value of theassets that are the subject of such Asset Sale, Disposition, PermittedAcquisition or Permitted Joint Venture is equal to or greater than $1,000,000,for purposes of this definition, “Consolidated EBITDA” shall be calculatedafter giving effect to such Asset Sale, Disposition, Permitted

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Acquisition or PermittedJoint Venture, on a pro forma basis for the four quarter period to which suchcalculation relates (including, without limitation, any Permitted Acquisitionor Permitted Joint Venture giving rise to the need to make such calculation asa result of such Person or one of its Subsidiaries (including any Person whobecomes a Subsidiary as a result of any such Permitted Acquisition or PermittedJoint Venture) assuming or otherwise becoming liable for any AcquiredIndebtedness in accordance with the terms of this Agreement and also including(or excluding, in the case of an Asset Sale or other Disposition) anyConsolidated EBITDA attributable to the assets which are the subject of suchAsset Sale, Disposition, Permitted Acquisition or Permitted Joint Venture), ineach case, occurring during such four quarter period or at any time subsequentto the last day of such four quarter period and on or prior to the date of suchAsset Sale, Disposition, Permitted Acquisition or Permitted Joint Venture, asif such Asset Sale, Disposition, Permitted Acquisition or Permitted JointVenture (including the assumption of or liability for any such AcquiredIndebtedness) had occurred on the first day of such four quarter period and (y)“Consolidated EBITDA” shall be calculated on a pro forma basis after giving effectto the exclusion of costs and expenses incurred in connection with effectingthe transactions contemplated by the definitive documentation in respect of anysuch Permitted Acquisition or Permitted Joint Venture.

For purposes of this definition and for purposes ofthe definitions of “Consolidated Interest Expense” and “Consolidated Total Debt”,whenever pro forma effect is to be given to any Asset Sale, Disposition,Permitted Acquisition or Permitted Joint Venture and the amount of income orearnings relating thereto, the pro forma calculations shall be determined ingood faith by a responsible financial or accounting officer of the Borrower andshall comply with the requirements of Rule 11-02 of Regulation S-X promulgatedby the SEC, except that such pro forma calculations may include operatingexpense reductions for the applicable period resulting from any such AssetSale, Disposition, Permitted Acquisition or Permitted Joint Venture which isbeing given pro forma effect that have been realized or for which the stepsnecessary for realization have been taken or are reasonably expected to betaken within six months following such Asset Sale, Disposition, PermittedAcquisition or Permitted Joint Venture, including, but not limited to, theexecution or termination of any contracts, the termination of any personnel orthe closing (or approval by the board of directors of such Person of anyclosing) of any facility, as applicable, provided that, in either case, suchadjustments are reasonably satisfactory to the Administrative Agent and are setforth in a certificate signed by the Person’s chief financial officer whichstates (i) the amount of such adjustment or adjustments, (ii) that suchadjustment or adjustments are based on the reasonable good faith beliefs of theofficer executing such certificate at the time of such execution and(iii) that any related incurrence of Indebtedness is permitted pursuant tothis Agreement.

“Consolidated Interest Coverage Ratio”:  for any period, the ratio of (a) ConsolidatedEBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense”:  for any period, total cash interest expense(including that attributable to Capital Lease Obligations) of the Borrower andits Subsidiaries for such period with respect to all outstanding Indebtednessof the Borrower and its Subsidiaries (including all commissions, discounts andother fees and charges owed with respect to letters of

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credit and bankers’acceptance financing and net costs under Hedge Agreements in respect ofinterest rates to the extent such net costs are allocable to such period inaccordance with GAAP).

In addition to and without limitation of theforegoing, with respect to any Asset Sale, Disposition, Permitted Acquisitionor Permitted Joint Venture as to which the fair market value of the assets thatare the subject of such Asset Sale, Disposition, Permitted Acquisition orPermitted Joint Venture is equal to or greater than $1,000,000, for purposes ofthis definition, “Consolidated Interest Expense” shall be calculated aftergiving effect to such Asset Sale, Disposition, Permitted Acquisition orPermitted Joint Venture, on a pro forma basis for the four quarter period towhich such calculation relates (including, without limitation, any PermittedAcquisition or Permitted Joint Venture giving rise to the need to make suchcalculation as a result of such Person or one of its Subsidiaries (includingany Person who becomes a Subsidiary as a result of any such PermittedAcquisition or Permitted Joint Venture) assuming or otherwise becoming liablefor any Acquired Indebtedness in accordance with the terms of this Agreement),in each case, occurring during such four quarter period or at any timesubsequent to the last day of such four quarter period and on or prior to thedate of such Asset Sale, Disposition, Permitted Acquisition or Permitted JointVenture, as if such Asset Sale, Disposition, Permitted Acquisition or PermittedJoint Venture (including the assumption of or liability for any such AcquiredIndebtedness) had occurred on the first day of such four quarter period.

“Consolidated Leverage Ratio”:  as of any date of determination, the ratio of(a) Consolidated Total Debt on such date to (b) Consolidated EBITDA for periodof four fiscal quarters ended on such date (or, for purposes of Section 5.2,for the four fiscal quarter period most recently ended for which internalfinancial statements are available).

“Consolidated Net Income”:  for any period, the consolidated net income(or loss) of the Borrower and its Subsidiaries, determined on a consolidatedbasis in accordance with GAAP; provided that there shall be excluded therefrom(a) the income (or deficit) of any Person accrued prior to the date it becomesa Subsidiary of the Borrower or is merged into or consolidated with theBorrower or any of its Subsidiaries, (b) the income (or deficit) of any Person(other than a Subsidiary of the Borrower) in which the Borrower or any of itsSubsidiaries has an ownership interest, except to the extent that any suchincome is actually received by the Borrower or such Subsidiary in the form ofdividends or other distributions in respect of equity, (c) the income (ordeficit) of any Permitted Joint Venture that has issued Non-RecourseIndebtedness, except to the extent that any such income is actually received bythe Borrower or any Subsidiary Guarantor in the form of dividends or otherdistributions in respect of equity and (d) the undistributed earnings of anySubsidiary of the Borrower to the extent that the declaration or payment ofdividends or similar distributions by such Subsidiary is not at the timepermitted by the terms of any Contractual Obligation (other than any LoanDocument) or Requirement of Law applicable to such Subsidiary.

“Consolidated Net Worth”:  at any date, all amounts that would, inconformity with GAAP, be included on a consolidated balance sheet of theBorrower and its Subsidiaries under stockholders’ or members’ equity at suchdate.

“Consolidated Total Debt”:  at any date, the aggregate principal amountof all Indebtedness of the Borrower and its Subsidiaries at such date(exclusive of Indebtedness of the

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type described in clause(b), (c), (e), (g), (h), (i), (j), (k) or (o) of Section 7.2), determined on aconsolidated basis in accordance with GAAP.

“Continuing Directors”:  as of any date of determination, eachmember of the board of directors of the Borrower who is or was a member thereofon the Closing Date and each other member of the board of directors of theBorrower elected to the board of directors of the Borrower with the approval ofat least a majority of the then Continuing Directors.

“Contractual Obligation”:  as to any Person, any provision of anysecurity issued by such Person or of any agreement, license, covenant not tosue, instrument or other undertaking to which such Person is a party or bywhich it or any of its property is bound, including undertakings evidencedprimarily by a course of dealing rather than by signed written agreement.

“Copyright”: as defined in the Guarantee and Collateral Agreement.

“Default”: any of the events specified in Section 8, whether or not anyrequirement for the giving of notice, the lapse of time, or both, has beensatisfied.

“Disposition”: with respect to any Property, any sale, lease, license, sale andleaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposedof” shall have correlative meanings.

“Disqualified Capital Stock”:  that portion of any Capital Stock which, byits terms (or by the terms of any security into which it is convertible or forwhich it is exchangeable at the option of the holder thereof) or upon thehappening of any event, (a) matures or is mandatorily redeemable, pursuant to asinking fund obligation or otherwise on or prior to the date that is threemonths later than the Revolving Termination Date, (b) is redeemable at the soleoption of the holder thereof on or prior to the date that is three months laterthan the Revolving Termination Date or (c) contains any repurchase obligationwhich may come into effect on or prior to the date that is three months laterthan the Revolving Termination Date.

“Documentation Agents”:  as defined in the preamble to this Agreement.

“Dollars” and “$”:  dollars in lawful currency of theUnited States.

“Domestic Subsidiary”:  any Subsidiary of the Borrower organizedunder the laws of any jurisdiction within the United States.

“Elvis Operating Companies”:  Elvis Presley Enterprises, Inc., a Tennesseecorporation, and Elvis Presley Enterprises, LLC, a Delaware limited liabilitycompany, and each of their respective subsidiaries.

“Elvis Operating Company Charter Documents”:  (a) the limited liability company operatingagreement of Elvis Presley Enterprises, LLC, dated as of February 7, 2005, (b)the Amended and Restated Charter, dated February 7, 2005, of Elvis PresleyEnterprises, Inc. and (c) the Shareholders Agreement, dated as of February 7,2005, among the Borrower, the Trust and Elvis Presley Enterprises, Inc.

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“Environmental Laws”:  any and all foreign, Federal, state, local ormunicipal laws, rules, orders, regulations, statutes, ordinances, codes,decrees, requirements of any Governmental Authority or other Requirements ofLaw (including common law) regulating, relating to or imposing liability orstandards of conduct concerning protection of human health or safety or theenvironment, as now or may at any time hereafter be in effect.

“Environmental Permits”:  any and all permits, licenses, approvals,registrations, notifications, exemptions and other authorizations requiredunder any Environmental Law.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended fromtime to time.

“Eurocurrency Reserve Requirements”:  for any day as applied to a Eurodollar Loan,the aggregate (without duplication) of the maximum rates (expressed as adecimal fraction) of reserve requirements in effect on such day (includingbasic, supplemental, marginal and emergency reserves under any regulations ofthe Board or other Governmental Authority having jurisdiction with respectthereto) dealing with reserve requirements prescribed for eurocurrency funding(currently referred to as “Eurocurrency Liabilities” in Regulation D ofthe Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”:  with respect to each day during each InterestPeriod pertaining to a Eurodollar Loan, the rate per annum determined on thebasis of the rate for deposits in Dollars for a period equal to such InterestPeriod commencing on the first day of such Interest Period appearing onPage 3750 of the Telerate screen as of 11:00 A.M., London time, twoBusiness Days prior to the beginning of such Interest Period.  In the event that such rate does not appearon Page 3750 of the Telerate screen (or otherwise on such screen), the “EurodollarBase Rate” shall be determined by reference to such other comparablepublicly available service for displaying eurodollar rates as may be selectedby the Administrative Agent or, in the absence of such availability, byreference to the rate at which the Administrative Agent is offered Dollardeposits at or about 11:00 A.M., New York City time, twoBusiness Days prior to the beginning of such Interest Period in the interbankeurodollar market where its eurodollar and foreign currency and exchangeoperations are then being conducted for delivery on the first day of suchInterest Period for the number of days comprised therein.

“Eurodollar Loans”:  Loans the rate of interest applicable towhich is based upon the Eurodollar Rate.

“Eurodollar Rate”:  with respect to each day during each InterestPeriod pertaining to a Eurodollar Loan, a rate per annum determined for suchday in accordance with the following formula (rounded upward to the nearest1/100th of 1%):
|        | Eurodollar Base Rate                     |   |
|--------|------------------------------------------|--------|
|   | 1.00 - Eurocurrency Reserve Requirements |   |

 

“Eurodollar Tranche”:  the collective reference to Eurodollar Loansthe then current Interest Periods with respect to all of which begin on thesame date and end on the same later date (whether or not such Loans shalloriginally have been made on the same day).

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“Event of Default”:  any of the events specified inSection 8, provided that any requirement for the giving of notice,the lapse of time, or both, has been satisfied.

“Exchange Act”: the Securities Exchange Act of1934 as in effect on the Closing Date.

“Excluded Foreign Subsidiary”:  any Foreign Subsidiary (or any Subsidiary ofa Foreign Subsidiary) in respect of which either (a) the pledge of all ofthe Capital Stock of such Subsidiary as Collateral or (b) the guaranteeingby such Subsidiary of the Obligations, would, in the good faith judgment of theBorrower, result in material adverse tax consequences to the Borrower.

“Facility”: the Revolving Commitments and the extensions of credit made thereunder.

“Federal Funds Effective Rate”:  for any day, the weighted average of therates on overnight federal funds transactions with members of the FederalReserve System arranged by federal funds brokers, as published on the nextsucceeding Business Day by the Federal Reserve Bank of New York, or, ifsuch rate is not so published for any day that is a Business Day, the averageof the quotations for the day of such transactions received by the ReferenceLender from three federal funds brokers of recognized standing selected by it.

“Foreign Subsidiary”:  any Subsidiary of the Borrower that is not aDomestic Subsidiary.

“Fremantle”: Fremantle Media Limited or Fremantle Media North America, as the contextrequires.

“Fuller Employment Agreement”:  that certain Director’s Service Agreement byand between 19E and Simon Robert Fuller, dated as of March 17, 2005.

“Fuller Non-Compete Agreement”:  that certain Confidentiality,Non-Competition, Non-Solicitation and Non-Recruitment Agreement, by and amongSimon Robert Fuller, the Borrower, Fuller Nominees Limited, Ingenious Mediaplc, and Ingenious Ventures Limited, dated as of March 17, 2005.

“Funded Debt”: as to any Person, all Indebtedness of such Person that matures more thanone year from the date of its creation or matures within one year from suchdate but is renewable or extendible, at the option of such Person, to a datemore than one year from such date or arises under a revolving credit or similaragreement that obligates the lender or lenders to extend credit during a periodof more than one year from such date, including all current maturities andcurrent sinking fund payments in respect of such Indebtedness whether or notrequired to be paid within one year from the date of its creation and, in thecase of the Borrower, Indebtedness in respect of the Loans.

“Funding Office”:  the office of the Administrative Agentspecified in Section 11.2 or such other office as may be specified fromtime to time by the Administrative Agent as its funding office by writtennotice to the Borrower and the Lenders.

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“GAAP”: generally accepted accounting principles in the United States as ineffect from time to time except that for purposes of Section 7.1, GAAP shall bedetermined on the basis of such principles in effect on the date hereof andconsistent with those used in the preparation of the most recent auditedfinancial statements referred to in Section 4.1(b).  In the event that any Accounting Change (asdefined below) shall occur and such change results in a change in the method ofcalculation of financial covenants, standards or terms in this Agreement, thenthe Borrower and the Administrative Agent agree to enter into negotiations inorder to amend such provisions of this Agreement so as to equitably reflectsuch Accounting Changes with the desired result that the criteria forevaluating the Borrower’s financial condition shall be the same after suchAccounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shallhave been executed and delivered by the Borrower, the Administrative Agent andthe Required Lenders, all financial covenants, standards and terms in thisAgreement shall continue to be calculated or construed as if such AccountingChanges had not occurred.  “AccountingChanges” refers to changes in accounting principles required by thepromulgation of any rule, regulation, pronouncement or opinion by the FinancialAccounting Standards Board of the American Institute of Certified PublicAccountants or the United Kingdom Accounting Standards Board, pronouncements ofthe Urgent Issues Task Force, relevant Statements of Recommended AccountingPractice and provisions of the Companies Act of 1985, as amended, as the casemay be, or, if applicable, the SEC.

“GOAT Acquisition Agreement”: that certainagreement, dated April 10, 2006, by and among the Borrower, the GOAT OperatingCompany, CKX G.O.A.T. Holding Corp., G.O.A.T., Inc., Muhammad Ali Family Trustand Muhammad Ali.

“GOAT Operating Agreement”: the LimitedLiability Operating Agreement, dated as of April 10, 2006, as amended andrestated by the “Agreed Upon Terms” under and as defined in the GOATAcquisition Agreement.

“GOAT Operating Company”:  means G.O.A.T. LLC, a California limitedliability company.

“Governmental Authority”:  any nation or government, union of nations,any state, province, region or other political subdivision thereof, any agency,authority, instrumentality, regulatory body, court, central bank or otherentity exercising executive, legislative, judicial, taxing, regulatory oradministrative functions of or pertaining to government, any securitiesexchange and any self-regulatory organization (including the NationalAssociation of Insurance Commissioners).

“Group Members”:  the collective reference to the Borrower andits Subsidiaries.

“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement to beexecuted and delivered by the Borrower and each Subsidiary Guarantor,substantially in the form of Exhibit D-1.

“Guarantee Obligation”:  as to any Person (the “guaranteeing person”),any obligation of (a) the guaranteeing person or (b) another Person(including any bank under any letter of credit) to induce the creation of whichthe guaranteeing person has issued a

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reimbursement, counterindemnity or similar obligation,in either case guaranteeing or in effect guaranteeing any Indebtedness, leases,royalties, license fees, dividends or other obligations (the “primaryobligations”) of any other third Person (the “primary obligor”) inany manner, whether directly or indirectly, including any obligation of theguaranteeing person, whether or not contingent, (i) to purchase any suchprimary obligation or any property constituting direct or indirect security therefor,(ii) to advance or supply funds (1) for the purchase or payment ofany such primary obligation or (2) to maintain working capital or equitycapital of the primary obligor or otherwise to maintain the net worth orsolvency of the primary obligor, (iii) to purchase property, securities orservices primarily for the purpose of assuring the owner of any such primaryobligation of the ability of the primary obligor to make payment of suchprimary obligation or (iv) otherwise to assure or hold harmless the ownerof any such primary obligation against loss in respect thereof; provided,however, that the term Guarantee Obligation shall not includeendorsements of instruments for deposit or collection in the ordinary course ofbusiness.  The amount of any GuaranteeObligation of any guaranteeing person shall be deemed to be the lower of(a) an amount equal to the stated or determinable amount of the primaryobligation in respect of which such Guarantee Obligation is made and(b) the maximum amount for which such guaranteeing person may be liablepursuant to the terms of the instrument embodying such Guarantee Obligation,unless such primary obligation and the maximum amount for which suchguaranteeing person may be liable are not stated or determinable, in which casethe amount of such Guarantee Obligation shall be such guaranteeing person’smaximum reasonably anticipated liability in respect thereof as determined bythe Borrower in good faith.

“Hazardous Substances”:any material substance or waste presently listed, defined, designated orclassified as hazardous, toxic or radioactive under, or otherwise regulatedpursuant to, any applicable Environmental Law or by any Governmental Authorityincluding petroleum and any derivatives or by-products thereof, asbestos,presumed asbestos-containing material or asbestos-containing material, ureaformaldehyde and polychlorinated biphenyls and including any material,substance or waste which is defined as a “hazardous waste,” “hazardousmaterial,” “hazardous substance,” “extremely hazardous waste,” “restrictedhazardous waste,” “contaminant,” “contaminant,” “toxic waste” or “toxicsubstance” under any provision of Environmental Law.

“Hedge Agreements”:  any agreement with respect to any swap,forward, future or derivative transaction or option or similar agreementinvolving, or settled by reference to, one or more rates, currencies (includingforeign currencies), commodities, equity or debt instruments or securities, oreconomic, financial or pricing indices or measures of economic, financial orpricing risk or value or any similar transaction or any combination of thesetransactions; provided that no phantom stock or similar plan providingfor payments only on account of services provided by current or formerdirectors, officers, employees or consultants of the Borrower or any of itsSubsidiaries shall be a Hedge Agreement.

“Immaterial Subsidiaries”:  with respect to the acquisition of theCapital Stock or other ownership interests of another Person by the Borrower,the Subsidiaries of such Person that (a) are not Wholly Owned Subsidiaries ofsuch Person, (b) in the aggregate for all such Subsidiaries, own or possessassets and property with a fair market value equal to or less than 10% of theaggregate fair market value of the assets of such Person and its Subsidiariesto be acquired, directly or indirectly, in connection with such acquisition,and (c) in the aggregate for

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all such Subsidiaries, contribute or are otherwiseaccountable for 10% or less of the Consolidated EBITDA of such Person and itsSubsidiaries (provided that, for purposes of this clause (c) only, allreferences to “the Borrower” and “Subsidiaries” in the definitions of “ConsolidatedEBITDA” and “Consolidated Net Income” shall be deemed to be references to suchPerson and its Subsidiaries that are the subject of the applicable acquisitionand shall not include any amounts attributable to the Borrower or any of itsSubsidiaries that are Subsidiaries of the Borrower immediately prior to givingeffect to such acquisition).

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness ofsuch Person for borrowed money, (b) all obligations of such Person for thedeferred purchase price of property or services (other than current tradepayables incurred in the ordinary course of such Person’s business), (c) allobligations of such Person evidenced by notes, bonds, debentures or othersimilar instruments, (d) all indebtedness created or arising under anyconditional sale or other title retention agreement with respect to propertyacquired by such Person (even though the rights and remedies of the seller orlender under such agreement in the event of default are limited to repossessionor sale of such property), (e) all Capital Lease Obligations of such Person,(f) all obligations of such Person, contingent or otherwise, as an accountparty or applicant under or in respect of acceptances, letters of credit,surety bonds or similar arrangements, (g) all obligations of such Person,contingent or otherwise, to purchase, redeem, retire or otherwise acquire forvalue any Capital Stock of such Person, (h) all Guarantee Obligations of suchPerson in respect of obligations of others of the kind referred to in clauses(a) through (g) above, (i) all obligations of the kind referred to in clauses(a) through (h) above secured by (or for which the holder of such obligationhas an existing right, contingent or otherwise, to be secured by) any Lien onproperty (including accounts and contract rights) owned by such Person, whetheror not such Person has assumed or become liable for the payment of suchobligation, (j) all Disqualified Capital Stock and Preferred Stock issued bysuch Person (other than Preferred Stock issued by a Loan Party) and (k) for thepurposes of Sections 7.2 and 8(e) only (and not any defined terms referencedtherein), all obligations of such Person in respect of Hedge Agreements; provided,however, that the items described in clauses (f) and (g) above shallconstitute Indebtedness only if and to the extent that any such items wouldappear as a liability on a balance sheet of such Person prepared in accordancewith GAAP.  The Indebtedness of anyPerson shall include the Indebtedness of any other entity (including anypartnership in which such Person is a general partner) to the extent suchPerson is liable therefor as a result of such Person’s ownership interest in orother relationship with such entity, except to the extent the terms of suchIndebtedness expressly provide that such Person is not liable therefor.

“Indemnified Liabilities”:  as defined in Section 10.5.

“Indemnitee”: as defined in Section 10.5.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan isinsolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Intellectual Property”:  as defined in the Guarantee and CollateralAgreement.

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“Intellectual Property Security Agreement”:  as defined in the Guarantee and CollateralAgreement.

“Interest Payment Date”:  (a) as to any Base Rate Loan (other thanany Swingline Loan), the last day of each March, June, September and Decemberto occur while such Loan is outstanding and the final maturity date of suchLoan, (b) as to any Eurodollar Loan having an Interest Period of threemonths or less, the last day of such Interest Period, (c) as to anyEurodollar Loan having an Interest Period longer than three months, each daythat is three months, or a whole multiple thereof, after the first day of suchInterest Period and the last day of such Interest Period, (d) as to anyLoan (other than any Revolving Loan that is a Base Rate Loan and any SwinglineLoan), the date of any repayment or prepayment made in respect thereof and(e) as to any Swingline Loan, the day that such Loan is required to bepaid.

“Interest Period”:  as to any Eurodollar Loan,(a) initially, the period commencing on the borrowing or conversion date,as the case may be, with respect to such Eurodollar Loan and ending one, two orthree months thereafter, as selected by the Borrower in its notice of borrowingor notice of conversion, as the case may be, given with respect thereto; and (b) thereafter,each period commencing on the last day of the next preceding Interest Periodapplicable to such Eurodollar Loan and ending one, two or three monthsthereafter, as selected by the Borrower by irrevocable notice to theAdministrative Agent no later than 11:00 A.M., New York Citytime, on the date that is three Business Days prior to the last day of the thencurrent Interest Period with respect thereto; provided that all of theforegoing provisions relating to Interest Periods are subject to the following:

#### (i)            if any Interest Period wouldotherwise end on a day that is not a Business Day, such Interest Period shallbe extended to the next succeeding Business Day unless the result of suchextension would be to carry such Interest Period into another calendar month,in which event such Interest Period shall end on the immediately precedingBusiness Day;

#### (ii)           the Borrower may not select anInterest Period that would extend beyond the Revolving Termination Date;

#### (iii)          any Interest Period that begins on thelast Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month at the end of such InterestPeriod) shall end on the last Business Day of a calendar month; and

#### (iv)          the Borrower shall select InterestPeriods so as not to require a payment or prepayment of any Eurodollar Loanduring an Interest Period for such Loan.

“Investments”: as defined in Section 7.8.

“Issuing Lender”:  The Bank of New York, in its capacity asissuer of any Letter of Credit.

“L/C Commitment”:  $10,000,000.

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“L/C Fee Payment Date”:  the last day of each March, June, Septemberand December and the last day of the Revolving Commitment Period.

“L/C Obligations”:  at any time, an amount equal to the sum of(a) the aggregate then undrawn and unexpired amount of the thenoutstanding Letters of Credit and (b) the aggregate amount of drawingsunder Letters of Credit that have not then been reimbursed pursuant toSection 2.11.

“L/C Participants”:  the collective reference to all the RevolvingLenders other than the Issuing Lender.

“Lead Arranger”:  as defined in the recitals to this Agreement.

“Lenders”: as defined in the preamble hereto; provided, that unless thecontext otherwise requires, each reference herein to the Lenders shall bedeemed to include any Conduit Lender.

“Letters of Credit”:  as defined in Section 2.7(a).

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement,encumbrance, lien (statutory or other), charge or other security interest orany preference, priority or other security agreement or preferentialarrangement of any kind or nature whatsoever (including any conditional sale orother title retention agreement and any capital lease having substantially thesame economic effect as any of the foregoing).

“Loan”: any loan made by any Lender pursuant to this Agreement.

“Loan Documents”:  this Agreement, the Security Documents andthe Notes.

“Loan Parties”: each Group Member that is a party to a Loan Document.

“Management Subscription Agreements”:  the collective reference to any subscriptionagreement or stockholders agreement between the Borrower and any present orformer officer or employee of any Group Member.

“Material Adverse Effect”:  a material adverse effect on (a) thetransactions contemplated hereby, (b) the business, assets, property,condition (financial or otherwise), results of operations or prospects of theBorrower and its Subsidiaries taken as a whole or (c) the validity orenforceability of this Agreement or any of the other Loan Documents or therights or remedies of the Agents or the Lenders hereunder or thereunder or thevalidity, perfection or priority of the Administrative Agent’s Liens on theCollateral.

“Material Environmental Amount”:  an amount payable by the Borrower and/or itsSubsidiaries in excess of $1,000,000 (after taking into account any amountspaid to the Borrower or any Subsidiary of the Borrower in respect thereofpursuant to indemnity claims made by the Borrower and/or its Subsidiaries) forany violation of, or liability under, any Environmental Law, including, withoutlimitation, all remedial costs, compliance costs, compensatory damages,punitive damages, fines, penalties or any combination thereof.

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“Material Subsidiary”:  any Subsidiary of the Borrower which, at anydate of determination, either (a) had Consolidated EBITDA (utilizing, in suchdefinition of Consolidated EBITDA and the related terms, such Subsidiary andits consolidated Subsidiaries rather than the Borrower and its Subsidiaries)for the four full fiscal quarters immediately preceding such date ofdetermination, equal to or greater than $1,000,000 or (b) held assets valued ator above $5,000,000 in the aggregate.

“Materials of Environmental Concern”:  any gasoline or petroleum (including crudeoil or any fraction thereof) or petroleum products or any hazardous or toxicsubstances, materials or wastes, defined or regulated as such in or under anyEnvironmental Law, including asbestos, polychlorinated biphenyls andurea-formaldehyde insulation.

“Moodys”: Moody’s Investor Service, Inc.

“Mortgages”: each of the mortgages and deeds of trust made by any Loan Party in favorof, or for the benefit of, the Administrative Agent for the benefit of theSecured Parties, in the form and substance reasonably satisfactory to theAdministrative Agent (with such changes thereto as shall be advisable under thelaw of the jurisdiction in which such mortgage or deed of trust is to berecorded).

“Multiemployer Plan”:  a Plan that is a multiemployer plan asdefined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”:  in connection with any Asset Sale, theproceeds thereof in the form of cash and Cash Equivalents, net of attorneys’fees, accountants’ fees, investment banking fees, amounts required to beapplied to the repayment of Indebtedness secured by a Lien expressly permittedhereunder on any asset that is the subject of such Asset Sale (other than anyLien pursuant to a Security Document) and other customary fees and expensesactually incurred in connection therewith and net of taxes paid or reasonablyestimated to be payable as a result thereof (after taking into account anyavailable tax credits or deductions and any tax sharing arrangements).  Net Cash Proceeds shall exclude any non-cashproceeds received from any Asset Sale, but shall include such proceeds as andwhen converted by the Borrower or any Subsidiary of the Borrower into cash.

“New Term Loan Commitments”: as defined inSection 2.15.

“New Term Loan Facility Amendment”:  as defined in Section 2.15.

“New Term Loan Facility Notice”:  as defined in Section 2.15.

“New Term Loan Lender”: as defined in Section2.15.

“19E”: 19 Entertainment Limited, a companyincorporated in England and Wales with registered number 01886042.

“19TV”: 19TV Limited, a company incorporated inEngland and Wales with registered number 03478214.

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“Non-Recourse Indebtedness”: securedIndebtedness for borrowed money of a Permitted Joint Venture, providedthat (a) such Indebtedness is not, in whole or in part, Indebtedness of anyGroup Member other than such Permitted Joint Venture and its Subsidiaries andfor which no holder thereof has or could have upon the occurrence of anycontingency, any recourse against any Group Member or any property or assetsthereof other than such Permitted Joint Venture and its Subsidiaries(including, for the avoidance of doubt any Capital Stock representing theownership interests in such Permitted Joint Venture), (b) suchIndebtedness is owing only to unaffiliated third-parties (which, for the avoidanceof doubt, does not include any Group Member or any Affiliate thereof),(c) the source of repayment for such Indebtedness is expressly limited tothe assets or cash flows of such Permitted Joint Venture and its Subsidiaries,(d) no Group Member (other than such Permitted Joint Venture and itsSubsidiaries) provides credit support of any kind (including any undertaking,agreement or instrument that would constitute Indebtedness) or is directly orindirectly liable as a guarantor or otherwise in respect of such Indebtednessor in respect of the business or operations of the applicable Permitted JointVenture and its Subsidiaries that are obligors under such Non-RecourseIndebtedness and (e) the lenders of such Indebtedness have been notified inwriting that they will not have any recourse to any Group Member or the stockor assets of any Group Member (other than such Permitted Joint Venture and itsSubsidiaries), in the case of clauses (a), (c) and (d) above, as reasonablydetermined by the Administrative Agent.

“Non-Excluded Taxes”:  as defined in Section 3.9(a).

“Non-U.S. Lender”:  as defined in Section 3.9(d).

“Notes”: the collective reference to any promissory note evidencing Loans.

“Obligations”: as defined in the Guarantee and Collateral Agreement..

“OFAC”: as defined in Section 4.23(a).

“Other Taxes”: any and all present or future stamp or documentary taxes or any otherexcise or property taxes, charges or similar levies arising from any paymentmade hereunder or from the execution, delivery or enforcement of, or otherwisewith respect to, this Agreement or any other Loan Document.

“Participant”: as defined in Section 10.6(b).

“Patent”: as defined in the Guarantee andCollateral Agreement.

“Patriot Act”: as defined in Section 10.18.

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant toSubtitle A of Title IV of ERISA (or any successor).

“Permitted Acquisition”:  one or more acquisitions by any Loan Partyafter the Closing Date of a business unit (with any associated assets) or allof the outstanding capital stock or other ownership interests (other thanmargin stock) of any other Person, or in-bound license on an exclusive basis byany Loan Party of assets comprising a business unit or units of any other

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Person, providedthat (a) in the case of an asset acquisition or in-bound license, theapplicable assets to be acquired are used, or, in the case of a stockacquisition, the applicable Person to be acquired is predominantly engaged, inmedia, entertainment or content related businesses, (b) the Borrower shall bein compliance with the financial covenants set forth in Section 7.1 on a proforma basis after giving effect to such acquisition (and a Responsible Officerof the Borrower shall have certified to such compliance), (c) in connectionwith any such acquisition involving a merger, the Borrower or a Wholly OwnedSubsidiary of the Borrower shall be the surviving entity (provided that if suchmerger involves the Borrower, the Borrower shall be the surviving entity), (d)immediately prior, and after giving effect, to such acquisition or in-boundlicense, no Default or Event of Default shall have occurred and be continuingand (e) in the case of the acquisition of the Capital Stock or other ownershipinterests of another Person by the Borrower, (i) such Person and each of itsSubsidiaries (other than Immaterial Subsidiaries of such Person) shall beWholly Owned Subsidiaries of the Borrower after giving effect to suchacquisition, (ii) the Administrative Agent (for the benefit of the Secured Parties)shall have been granted a valid, perfected, first priority security interest insuch Capital Stock or other ownership interests (provided that, in thecase of the Capital Stock or other ownership interests in any Excluded ForeignSubsidiary, such security interest shall be limited to 65% of voting shares and100% of the non-voting shares of such Capital Stock or other ownershipinterests) and (iii) such Person and each of its Subsidiaries (other thanImmaterial Subsidiaries of such Person) shall have become SubsidiaryGuarantors, in the case of clauses (ii) and (iii), in accordance with theGuarantee and Collateral Agreement (having first completed any requirements of any applicable law orregulation in any relevant jurisdiction concerning financial assistance by acompany for the acquisition of or subscription for shares or concerning theprotection of shareholders’ capital), it being acknowledged and agreed that theforegoing requirements of clause (iii) shall not be applicable with respect toany Person or Subsidiary thereof that is an Excluded Foreign Subsidiary.

“Permitted Joint Venture”: one or more jointventures or similar arrangements entered into after the Closing Date (which maybe in the form of a limited liability company or other Person) relating toassets that are not owned by any Group Member as of the Closing Date, in whichthe Borrower or any of its Subsidiaries holds Capital Stock or otherwiseparticipates or invests; provided that (a) the applicable joint ventureshall be predominantly engaged in media, entertainment or content relatedbusinesses, (b) the Borrower shall be in compliance with the financialcovenants set forth in Section 7.1 on a pro forma basis after giving effect tosuch Permitted Joint Venture (and a Responsible Officer of the Borrower shallhave certified to such compliance), (c) no Loan Party shall, pursuant tosuch joint venture, be under any Contractual Obligation to make Investments orincur Guarantee Obligations after the later of the Closing Date and the initialformation of such joint venture that would be in violation of any provision ofthis Agreement and (d) immediately prior, and after giving effect, to suchjoint venture, no Default or Event of Default shall have occurred and becontinuing.

“Person”: an individual, partnership, corporation, limited liability company,business trust, joint stock company, trust, unincorporated association, jointventure, Governmental Authority or other entity of whatever nature.

“Plan”: at a particular time, any employee benefit plan that is covered by ERISAand in respect of which the Borrower or a Commonly Controlled Entity is (or, ifsuch plan were

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terminated at such time, would under Section 4069of ERISA be deemed to be) an “employer” as defined in Section 3(5) ofERISA.

“Pledged Equity Interests”:  the “Pledged Stock” as defined in theGuarantee and Collateral Agreement, the “Securities” as defined in the UKDebenture and the “Shares” as defined in the UK Charge Over Shares.

“Preferred Stock” means, as applied to the CapitalStock of any Person, Capital Stock of any class or classes (however designated)which are preferred as to the payment of dividends or distributions, or as tothe distribution of assets upon any voluntary or involuntary liquidation ordissolution of such Person, over the Capital Stock of any other class of suchPerson.

“Presley Preferred Equity”:  the shares of Series B Convertible PreferredStock of the Borrower on the terms and conditions set forth in the certificateof designation in respect thereof, dated February 7, 2005.

“Pledged Notes”: the “Pledged Notes” as definedin the Guarantee and Collateral Agreement and any such assets secured inaccordance with the terms of the UK Debenture.

“Pricing Grid”: the pricing grid attached hereto as Annex A.

“Pro Forma Financial Statements”:  as defined in Section 4.1(a).

“Projections”: as defined in Section 6.2(c).

“Properties”: as defined in Section 4.17(a).

“Property”: any right or interest in or to property of any kind whatsoever, whetherreal, personal or mixed and whether tangible or intangible, including, withoutlimitation, Capital Stock.

“Qualified Counterparty”:  with respect to any Specified HedgeAgreement, any counterparty thereto that, at the time such Specified HedgeAgreement was entered into, was a Lender, an Affiliate of a Lender, an Agent oran Affiliate of an Agent.

“Reference Lender”:  The Bank of New York.

“Refunded Swingline Loans”:  as defined in Section 2.4.

“Refunding Date”:  as defined in Section 2.4.

“Register”: as defined in Section 10.6.

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”:  the obligation of the Borrower to reimbursethe Issuing Lender pursuant to Section 2.11 for amounts drawn underLetters of Credit.

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“Reorganization”:  with respect to any Multiemployer Plan, thecondition that such plan is in reorganization within the meaning ofSection 4241 of ERISA.

“Reportable Event”:  any of the events set forth inSection 4043(b) of ERISA, other than those events as to which the thirtyday notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34or .35 of PBGC Reg. § 4043.

“Required Lenders”:  at any time, the holders of more than 50% ofthe Total Revolving Commitments then in effect or, if the Revolving Commitmentshave been terminated, the Total Revolving Extensions of Credit thenoutstanding.

“Requirement of Law”:  as to any Person, the Certificate ofIncorporation and By-Laws or other organizational or governing documentsof such Person, and any law, treaty, rule or regulation or determination of anarbitrator or a court or other Governmental Authority, in each case applicableto or binding upon such Person or any of its property or to which such Personor any of its property is subject.

“Reservations”:  (a) the principle that equitable remedies maybe granted or refused at the discretion of a court; the limitations imposed bylaws relating to bankruptcy, insolvency, liquidation, reorganization, courtschemes, moratoria, administration and other laws generally affecting therights of creditors or (as the case may be) secured creditors; (b) the timebarring of claims; (c) the possibility that an undertaking to assume liabilityfor or to indemnify against non-payment of United Kingdom stamp duty maybe void; (d) defenses of set-off or counterclaim and other similarprinciples of English law; and (e) any other general principles which are setout as qualifications as to matters of law in the legal opinions deliveredpursuant to Section 5.1(i) of this Agreement.

“Responsible Officer”:  the chief executive officer, president orchief financial officer of the Borrower, but in any event, with respect tofinancial matters, the chief financial officer of the Borrower.

“Restricted Payments”:  as defined in Section 7.6.

“Revolving Commitment”:  as to any Lender, the obligation of suchLender, if any, to make Revolving Loans and participate in Swingline Loans andLetters of Credit in an aggregate principal and/or face amount not to exceedthe amount set forth under the heading “Revolving Commitment” under such Lender’sname on such Lender’s Addendum or in the Assignment and Assumption pursuant towhich such Lender became a party hereto, as the same may be changed from timeto time pursuant to the terms hereof.

“Revolving Commitment Period”:  the period from and including the ClosingDate to the Revolving Termination Date.

“Revolving Extensions of Credit”:  as to any Revolving Lender at any time, anamount equal to the sum of (a) the aggregate principal amount of allRevolving Loans held by such Lender then outstanding, (b) such Lender’sRevolving Percentage of the L/C Obligations then outstanding and (c) suchLender’s Revolving Percentage of the aggregate principal amount of SwinglineLoans then outstanding.

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“Revolving Lender”:  each Lender that has a Revolving Commitmentor that holds Revolving Loans.

“Revolving Loans”:  as defined in Section 2.1(a).

“Revolving Percentage”:  as to any Revolving Lender at any time, thepercentage which such Lender’s Revolving Commitment then constitutes of theTotal Revolving Commitments (or, at any time after the Revolving Commitmentsshall have expired or terminated, the percentage which the aggregate principalamount of such Lender’s Revolving Extensions of Credit then outstanding constitutesof the aggregate principal amount of the Revolving Extensions of Credit thenoutstanding).

“Revolving Termination Date”:  May 24, 2011.

“S&P”: Standard & Poor’s Ratings Services.

“SEC”: the Securities and Exchange Commission, any successor thereto and anyanalogous Governmental Authority.

“Secured Parties”: the collective reference tothe Lenders, the Agents, the Qualified Counterparties, the Issuing Lender andthe Swingline Lender.

“Security Documents”:  the collective reference to the Guarantee andCollateral Agreement, the UK Debenture, the UK Charge Over Shares, theMortgages (if any), each Intellectual Property Security Agreement, and allother security documents hereafter delivered to the Administrative Agentgranting (or purporting to grant) a Lien on any property of any Person tosecure the obligations and liabilities of any Loan Party under any LoanDocument or Specified Hedge Agreement.

“Sillerman Group”: (a) Robert F. X. Sillerman,(b) any spouse or other immediate family member of Robert F. X. Sillerman and(c) any trust, corporation, partnership or other entity, the beneficiaries,stockholders, owners, partners, owners or  Persons beneficially holding an80% or greater controlling interest of which consist of such Persons specifiedin clauses (a) and (b) above.

“Single Employer Plan”:  any Plan that is covered by Title IV ofERISA, but that is not a Multiemployer Plan.

“Solvent”: when used with respect to any Person, means that, as of any date ofdetermination, (a) the amount of the “present fair saleable value” of theassets of such Person will, as of such date, exceed the amount of all “liabilitiesof such Person, contingent or otherwise”, as of such date, as such quoted termsare determined in accordance with applicable federal and state laws governingdeterminations of the insolvency of debtors (or, in the case of Group Membersincorporated in England and Wales, the value of its assets exceeds itsliabilities (taking into account contingent and prospective liabilities)),(b) the present fair saleable value of the assets of such Person will, asof such date, be greater than the amount that will be required to pay theliability of such Person on its debts as such debts become absolute andmatured, (c) such Person will not have, as of such date, an unreasonablysmall amount of capital with which to

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conduct its business, and(d) such Person will be able to pay its debts as they mature.  For purposes of this definition, (i) ”debt”means liability on a “claim”, and (ii) ”claim” means any (x) right topayment, whether or not such a right is reduced to judgment, liquidated,unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,legal, equitable, secured or unsecured or (y) right to an equitable remedyfor breach of performance if such breach gives rise to a right to payment,whether or not such right to an equitable remedy is reduced to judgment, fixed,contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Hedge Agreement”:  any Hedge Agreement (a) entered into by(i) the Borrower or any of its Subsidiaries and (ii) any QualifiedCounterparty, as counterparty and (b) that has been designated by suchQualified Counterparty and the Borrower, by notice to the Administrative Agent,as a Specified Hedge Agreement provided, that (i) subject toSection 10.14, obligations of the Borrower or any Subsidiary under anySpecified Hedge Agreement shall be secured and guaranteed pursuant to theSecurity Documents only to the extent that, and for so long as, the otherObligations are so secured and guaranteed and (ii) any release ofCollateral or Subsidiary Guarantors effected in the manner permitted by thisAgreement shall not require the consent of holders of obligations underSpecified Hedge Agreements.  The designationof any Hedge Agreement as a Specified Hedge Agreement shall not create in favorof any Qualified Counterparty that is a party thereto any rights in connectionwith the management or release of any Collateral or of the obligations of anySubsidiary Guarantor under the Guarantee and Collateral Agreement except asprovided in Section 10.14.

“Subordinated Debt”:  any unsecured Indebtedness of the Borrower,no part of the principal of which is required to be paid (whether by way ofmandatory sinking fund, mandatory redemption or mandatory prepayment), prior tothe date that is six months later than the Revolving Termination Date and thepayment of principal and interest of which and other obligations of theBorrower in respect thereof are subordinated to the prior payment in full ofthe obligations on terms and conditions (including subordination provisions)customary for subordinated high yield bond financings.

“Subordinated Debt Indenture”:  the indenture pursuant to which anySubordinated Debt is issued.

“Subordination Provisions”:  the subordination provisions attached heretoas Exhibit L.

“Subsidiary”: as to any Person, a company, a corporation, partnership, limitedliability company or other entity of which shares of stock or other ownershipinterests having ordinary voting power (other than stock or such otherownership interests having such power only by reason of the happening of acontingency) to elect a majority of the board of directors or other managers ofsuch corporation, partnership or other entity are at the time owned, or themanagement of which is otherwise controlled, directly or indirectly through oneor more intermediaries, or both, by such Person.  Unless otherwise qualified, all references toa “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to aSubsidiary or Subsidiaries of the Borrower.

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“Subsidiary Guarantor”: each US SubsidiaryGuarantor, each UK Subsidiary Guarantor and each other Subsidiary of theBorrower other than (a) the Elvis Operating Companies, (b) the GOAT OperatingCompany, (c) 19 Entertainment GmbH, (d) 19 Touring GmbH, (e) any Subsidiaryacquired after the Closing Date that is not a Wholly Owned Subsidiary (but onlyto the extent that the applicable joint venture or other organizationaldocuments prohibit such Subsidiary from becoming a Subsidiary Guarantor) and(f) any Excluded Foreign Subsidiary.

“Swingline Commitment”:  the obligation of the Swingline Lender tomake Swingline Loans pursuant to Section 2.3 in an aggregate principalamount at any one time outstanding not to exceed $10,000,000.

“Swingline Lender”:  Bear Stearns Corporate Lending Inc., in itscapacity as the lender of Swingline Loans.

“Swingline Loans”:  as defined in Section 2.3.

“Swingline Participation Amount”:  as defined in Section 2.4.

“Syndication Agents”:  as defined in the preamble to this Agreement.

“Title Insurance Company”: as defined inSection 5.1(k).

“Total Revolving Commitments”:  at any time, the aggregate amount of theRevolving Commitments then in effect. The original amount of the Total Revolving Commitments is $125,000,000.

“Total Revolving Extensions of Credit”:  at any time, the aggregate amount of theRevolving Extensions of Credit of the Revolving Lenders outstanding at suchtime.

“Trademark”: as defined in the Guarantee and Collateral Agreement.

“Transferee”: any Assignee or Participant.

“Trust”: the Promenade Trust, a grantor trustcreated under the laws of Tennessee, pursuant to the Second Restated andAmended Trust Agreement, dated December 15, 2004, by and among Barry Siegel andGary Hovey, as Co-Trustees, and Beneficiary.

“Type”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

“UK Charge Over Shares”:  the Charge Over Shares to be executed anddelivered by the Borrower on the date hereof, substantially in the form ofExhibit A-3.

“UK Debenture”: the Debenture to be executed and delivered by the UK SubsidiaryGuarantors on the date hereof, substantially in the form of Exhibit D-3.

“UK GAAP”: generally accepted accountingprinciples in the United Kingdom as in effect from time to time, except thatfor purposes of Section 7.1, UK GAAP shall be

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determined on the basisof such principles in effect on the date hereof and consistent with those usedin the preparation of the most recent audited financial statements referred toin Section 4.1(b).  In the event that anyAccounting Change shall occur and such change results in a change in the methodof calculation of financial covenants, standards or terms in this Agreement,then the Borrower and the Administrative Agent agree to enter into negotiationsin order to amend such provisions of this Agreement so as to equitably reflectsuch Accounting Changes with the desired result that the criteria forevaluating the Borrower’s financial condition shall be the same after suchAccounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shallhave been executed and delivered by the Borrower, the Administrative Agent and theRequired Lenders, all financial covenants, standards and terms in thisAgreement shall continue to be calculated or construed as if such AccountingChanges had not occurred.

“UK Subsidiary Guarantor”: (a) CKX UK Holdings,(b) 19E, (c) 19 Recordings Limited (a company incorporated in England and Waleswith registered number 03602651), (d) 19TV, (e) 19 Merchandising Limited (acompany incorporated in England and Wales with registered number 03695399), (f)19 Management Limited (a company incorporated in England and Wales withregistered number 04379115) and (g) each other Subsidiary of the Borrowerincorporated in England and Wales that becomes a party to the Guarantee andCollateral Agreement and/or the UK Debenture in accordance with the termsthereof or hereof.

“United States”:  the United States of America.

“US Subsidiary Guarantor”: (a) G.O.A.T., Inc.,(b) CKX G.O.A.T. Holding Corp., (c) EPE Holding Corporation, (d) FocusEnterprises, Inc., (e) StepTeco, Inc., (f) Morra, Brezner, Steinberg &Tennenbaum Entertainment, Inc., (g) Uncle Dave’s Boondoggle, Inc., (h) 19Entertainment, Inc., (i) On the Road Productions, (j) 19 Touring LLC, (k) DanceNation Productions, (l) Southside Productions, Inc., (m) 19 Recording Services,Inc., (n) J2K Productions, Inc., (o) All Girl Productions, (p) 19 Recordings,Inc. and (q) each other Subsidiary of the Borrower incorporated in the UnitedStates or any State or political subdivision thereof that becomes a party tothe Guarantee and Collateral Agreement in accordance with the terms thereof orhereof.

“Wholly Owned Subsidiary”:  as to any Person, any other Person all of theCapital Stock of which (other than directors’ qualifying shares required bylaw) is owned by such Person directly and/or through other Wholly OwnedSubsidiaries.

1.2.          OtherDefinitional Provisions. (a)  Unless otherwise specified therein, all terms defined inthis Agreement shall have the defined meanings when used in the other LoanDocuments or any certificate or other document made or delivered pursuanthereto or thereto.

(b)  As used herein and in the other LoanDocuments, and any certificate or other document made or delivered pursuanthereto or thereto, (i) accounting terms relating to any Group Member notdefined in Section 1.1 and accounting terms partly defined in Section 1.1,to the extent not defined, shall have the respective meanings given to themunder GAAP, (ii) the words “include”, “includes” and “including” shall bedeemed to be followed by the phrase “without limitation”, (iii) the word “incur”shall be construed to mean incur, create, issue,

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assume, become liable inrespect of or suffer to exist (and the words “incurred” and “incurrence” shallhave correlative meanings), (iv) the words “asset” and “property” shall beconstrued to have the same meaning and effect and to refer to any and alltangible and intangible assets and properties, including cash, Capital Stock,securities, revenues, accounts, leasehold interests and contract rights, and(v) references to agreements or other Contractual Obligations shall,unless otherwise specified, be deemed to refer to such agreements orContractual Obligations as amended, supplemented, restated or otherwisemodified from time to time (subject to any applicable restrictions hereunder).

### (c)  The words “hereof”, “herein” and “hereunder” and wordsof similar import when used in this Agreement shall refer to this Agreement asa whole and not to any particular provision of this Agreement, and Section,Schedule and Exhibit references are to this Agreement unless otherwisespecified.

### (d)  The meanings given to terms defined herein shall beequally applicable to both the singular and plural forms of such terms.

### (e)  The expressions, “payment in full,” “paid in full” and any othersimilar terms or phrases when used herein with respect to the Obligations shallmean the payment in full in cash, in immediately available funds, of all theObligations.

### (f)  Except as otherwise expressly provided herein, all termsof an accounting or financial nature shall be construed in accordance withGAAP.

### (g)  For the purposes of the Loan Documents, if a Dollaramount needs to be determined, any amount which is denominated in a currencyother than Dollars will be converted into Dollars using the Spot Rate on thatdate.  “Spot Rate” means the spotrate of exchange of the Administrative Agent (as determined by theAdministrative Agent in relation to its customers generally) for the purchaseof Dollars with the appropriate amount of a currency in the New York Cityforeign exchange market in the ordinary course of business at or about 10.00a.m., New York City time, on the day in question for delivery two Business Dayslater.

### (h)  The term “license” shall include any sub-license (andvariations thereof).

### (i)  References to (i) “knowledge of the Borrower”, “Borrower’sknowledge” or any phrase of similar import shall mean (x) as it relates toinformation pertaining to the Borrower, the actual knowledge of executiveofficers of the Borrower and (y) as it relates to information pertaining to aGroup Member, the actual knowledge of executive officers of the Borrower and ofexecutive officers of such Group Member, in each case, after reasonable inquiryin light of relevant facts and circumstances, and (ii) “knowledge of any GroupMember”, “Group Member’s knowledge” or any phrase of similar import shall meanthe actual knowledge of the executive officers of such Group Member, afterreasonable inquiry in light of relevant facts and circumstances.

# SECTION 2.  AMOUNTAND TERMS OF REVOLVING COMMITMENTS

2.1.          RevolvingCommitments.  (a)  Subjectto the terms and conditions hereof, each Revolving Lender severally agrees tomake revolving credit loans (“Revolving Loans”) to

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the Borrower from time to time during the RevolvingCommitment Period in an aggregate principal amount at any one time outstandingwhich, when added to such Lender’s Revolving Percentage of the sum of(i) the L/C Obligations then outstanding and (ii) the aggregateprincipal amount of the Swingline Loans then outstanding, does not exceed theamount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use theRevolving Commitments by borrowing, prepaying and reborrowing the RevolvingLoans in whole or in part, all in accordance with the terms and conditionshereof.  The Revolving Loans may fromtime to time be Eurodollar Loans or Base Rate Loans, as determined by theBorrower and notified to the Administrative Agent in accordance withSections 2.2 and 3.3.

### (b)  The Borrower shall repay all outstanding Revolving Loanson the Revolving Termination Date.

2.2.          Procedurefor Revolving Loan Borrowing.  TheBorrower may borrow under the Revolving Commitments during the RevolvingCommitment Period on any Business Day, provided that the Borrower shall givethe Administrative Agent irrevocable notice (which notice must be received bythe Administrative Agent prior to 12:00 Noon, New York Citytime, (a) three Business Days prior to the requested Borrowing Date, inthe case of Eurodollar Loans, or (b) one Business Day prior to therequested Borrowing Date, in the case of Base Rate Loans) (provided that anysuch notice of a borrowing of Base Rate Loans to finance payments required tobe made pursuant to Section 2.5 may be given not later than10:00 A.M., New York City time, on the date of the proposedborrowing), specifying (i) the amount and Type of Revolving Loans to beborrowed, (ii) the requested Borrowing Date and (iii) in the case ofEurodollar Loans, the respective amounts of each such Type of Loan and therespective lengths of the initial Interest Period therefor.  Each borrowing under the RevolvingCommitments shall be in an amount equal to (x) in the case of Base RateLoans, $1,000,000 or a whole multiple thereof (or, if the then aggregateAvailable Revolving Commitments are less than $1,000,000, such lesser amount)and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of$1,000,000 in excess thereof; provided, that (x) the SwinglineLender may request, on behalf of the Borrower, borrowings under the RevolvingCommitments that are Base Rate Loans in other amounts pursuant toSection 2.4 and (y) borrowings of Base Rate Loans pursuant toSection 2.11 shall not be subject to the foregoing minimum amounts.  Upon receipt of any such notice from theBorrower, the Administrative Agent shall promptly notify each Revolving Lenderthereof.  Each Revolving Lender will makethe amount of its pro rata share of each borrowing available to theAdministrative Agent for the account of the Borrower at the Funding Officeprior to 12:00 Noon, New York City time, on the Borrowing Daterequested by the Borrower in funds immediately available to the AdministrativeAgent.  Such borrowing will then be madeavailable to the Borrower by the Administrative Agent crediting the account ofthe Borrower on the books of such office with the aggregate of the amounts madeavailable to the Administrative Agent by the Revolving Lenders and in likefunds as received by the Administrative Agent.

2.3.          SwinglineCommitment.  (a)  Subjectto the terms and conditions hereof, the Swingline Lender agrees to make aportion of the credit otherwise available to the Borrower under the RevolvingCommitments from time to time during the Revolving Commitment Period by makingswing line loans (“Swingline Loans”) to the Borrower; provided that(i) the aggregate principal amount of Swingline Loans outstanding at anytime shall not exceed the Swingline Commitment then in effect (notwithstandingthat the Swingline Loans outstanding at any time,

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when aggregated with the Swingline Lender’s otheroutstanding Revolving Loans hereunder, may exceed the Swingline Commitment thenin effect) and (ii) the Borrower shall not request, and the SwinglineLender shall not make, any Swingline Loan if, after giving effect to the makingof such Swingline Loan, the aggregate amount of the Available RevolvingCommitments would be less than zero. During the Revolving Commitment Period, the Borrower may use theSwingline Commitment by borrowing, repaying and reborrowing, all in accordancewith the terms and conditions hereof. Swingline Loans shall be Base Rate Loans only.

### (b)  The Borrower shall repay all outstanding Swingline Loanson the Revolving Termination Date.

2.4.          Procedurefor Swingline Borrowing; Refunding of Swingline Loans.  (a)  Whenever the Borrower desires that the Swingline Lender makeSwingline Loans it shall give the Swingline Lender irrevocable telephonicnotice confirmed promptly in writing (which telephonic notice must be receivedby the Swingline Lender not later than 1:00 P.M., New York Citytime, on the proposed Borrowing Date), specifying (i) the amount to be borrowedand (ii) the requested Borrowing Date (which shall be a Business Dayduring the Revolving Commitment Period). Each borrowing under the Swingline Commitment shall be in an amountequal to $500,000 or a whole multiple of $100,000 in excess thereof.  Not later than 3:00 P.M.,New York City time, on the Borrowing Date specified in a notice inrespect of Swingline Loans, the Swingline Lender shall make available to theAdministrative Agent at the Funding Office an amount in immediately availablefunds equal to the amount of the Swingline Loan to be made by the SwinglineLender.  The Administrative Agent shallmake the proceeds of such Swingline Loan available to the Borrower on suchBorrowing Date by depositing such proceeds in the account of the Borrower withthe Administrative Agent on such Borrowing Date in immediately available funds.

### (b)  The Swingline Lender, at any time and from time to timein its sole and absolute discretion may, on behalf of the Borrower (whichhereby irrevocably directs the Swingline Lender to act on its behalf), on oneBusiness Day’s notice given by the Swingline Lender no later than12:00 Noon, New York City time, request each Revolving Lender tomake, and each Revolving Lender hereby agrees to make, a Revolving Loan, in anamount equal to such Revolving Lender’s Revolving Percentage of the aggregateamount of the Swingline Loans (the “Refunded Swingline Loans”)outstanding on the date of such notice, to repay the Swingline Lender.  Each Revolving Lender shall make the amountof such Revolving Loan available to the Administrative Agent at the FundingOffice in immediately available funds, not later than 10:00 A.M.,New York City time, one Business Day after the date of suchnotice.  The proceeds of such RevolvingLoans shall be immediately made available by the Administrative Agent to theSwingline Lender for application by the Swingline Lender to the repayment of theRefunded Swingline Loans.  The Borrowerirrevocably authorizes the Swingline Lender to charge the Borrower’s accountswith the Administrative Agent (up to the amount available in each such account)in order to immediately pay the amount of such Refunded Swingline Loans to theextent amounts received from the Revolving Lenders are not sufficient to repayin full such Refunded Swingline Loans.

### (c)  If prior to the time a Revolving Loan would haveotherwise been made pursuant to Section 2.4(b), one of the eventsdescribed in Section 8(f) shall have occurred and be

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### continuingwith respect to the Borrower or if for any other reason, as determined by theSwingline Lender in its sole discretion, Revolving Loans may not be made ascontemplated by Section 2.4(b), each Revolving Lender shall, on the datesuch Revolving Loan was to have been made pursuant to the notice referred to inSection 2.4(b) (the “Refunding Date”), purchase for cash anundivided participating interest in the then outstanding Swingline Loans bypaying to the Swingline Lender an amount (the “Swingline ParticipationAmount”) equal to (i) such Revolving Lender’s Revolving Percentage times(ii) the sum of the aggregate principal amount of Swingline Loans thenoutstanding that were to have been repaid with such Revolving Loans.

### (d)  Whenever, at any time after the Swingline Lender hasreceived from any Revolving Lender such Lender’s Swingline ParticipationAmount, the Swingline Lender receives any payment on account of the SwinglineLoans, the Swingline Lender will distribute to such Lender its SwinglineParticipation Amount (appropriately adjusted, in the case of interest payments,to reflect the period of time during which such Lender’s participating interestwas outstanding and funded and, in the case of principal and interest payments,to reflect such Lender’s prorata portion of such payment if suchpayment is not sufficient to pay the principal of and interest on all SwinglineLoans then due); provided, however, that in the event that suchpayment received by the Swingline Lender is required to be returned, suchRevolving Lender will return to the Swingline Lender any portion thereofpreviously distributed to it by the Swingline Lender.

### (e)  Each Revolving Lender’s obligation to make the Loansreferred to in Section 2.4(b) and to purchase participating interestspursuant to Section 2.4(c) shall be absolute and unconditional and shallnot be affected by any circumstance, including (i) any setoff,counterclaim, recoupment, defense or other right that such Revolving Lender orthe Borrower may have against the Swingline Lender, the Borrower or any otherPerson for any reason whatsoever; (ii) the occurrence or continuance of aDefault or an Event of Default or the failure to satisfy any of the otherconditions specified in Section 5; (iii) any adverse change in thecondition (financial or otherwise) of the Borrower; (iv) any breach ofthis Agreement or any other Loan Document by the Borrower, any other Loan Partyor any other Revolving Lender; or (v) any other circumstance, happening orevent whatsoever, whether or not similar to any of the foregoing.

2.5.          CommitmentFees, etc.  (a)  TheBorrower agrees to pay to the Administrative Agent for the account of eachRevolving Lender a commitment fee for the period from and including the ClosingDate to the last day of the Revolving Commitment Period, computed at theCommitment Fee Rate on the average daily amount of the Available RevolvingCommitment of such Lender during the period for which payment is made, payablequarterly in arrears on the last day of each March, June, September andDecember and on the Revolving Termination Date, commencing on the first of suchdates to occur after the date hereof.

### (b)  The Borrower agrees to pay to the Administrative Agentthe fees in the amounts and on the dates previously agreed to in writing by theBorrower and the Administrative Agent.

### (c)  The Borrower agrees to pay the fees in the amounts andon the dates previously agreed to in writing by the Borrower and the Lenders.

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## 2.6.  Terminationor Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three BusinessDays’ notice to the Administrative Agent, to terminate the RevolvingCommitments or, from time to time, to reduce the amount of the RevolvingCommitments; provided that no such termination or reduction of RevolvingCommitments shall be permitted if, after giving effect thereto and to anyprepayments of the Revolving Loans and Swingline Loans made on the effectivedate thereof, the Total Revolving Extensions of Credit would exceed the TotalRevolving Commitments.  Any suchreduction shall be in an amount equal to $1,000,000, or a whole multiplethereof, (or shall be the entire remaining Total Revolving Commitments) andshall reduce permanently the Revolving Commitments then in effect.

2.7.          L/CCommitment.  (a)  Subjectto the terms and conditions hereof, the Issuing Lender, in reliance on theagreements of the other Revolving Lenders set forth in Section 2.10(a),agrees to issue letters of credit (“Letters of Credit”) for the accountof the Borrower on any Business Day during the Revolving Commitment Period insuch form as may be approved from time to time by the Issuing Lender; providedthat the Issuing Lender shall have no obligation to issue any Letter of Creditif, after giving effect to such issuance, (i) the L/C Obligations wouldexceed the L/C Commitment or (ii) the aggregate amount of the AvailableRevolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars,(ii) have a face amount of at least $100,000 (unless otherwise agreed bythe Issuing Lender) and (iii) expire no later than the earlier of(x) the first anniversary of its date of issuance and (y) the datethat is five Business Days prior to the Revolving Termination Date, providedthat any Letter of Credit with a one-year term may provide for the renewalthereof for additional one-year periods (which shall in no event extend beyondthe date referred to in clause (y) above).

### (b)  The Issuing Lender shall not at any time be obligated toissue any Letter of Credit hereunder if such issuance would conflict with, orcause the Issuing Lender or any L/C Participant to exceed any limits imposedby, any applicable Requirement of Law.

2.8.          Procedurefor Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issuea Letter of Credit by delivering to the Issuing Lender at its address fornotices specified herein an Application therefor, completed to the satisfactionof the Issuing Lender, and such other certificates, documents and other papersand information as the Issuing Lender may request.  Upon receipt of any Application, the IssuingLender will notify the Administrative Agent of the amount, the beneficiary andthe requested expiration of the requested Letter of Credit, and upon receipt ofconfirmation from the Administrative Agent that after giving effect to therequested issuance, the Available Revolving Commitments would not be less thanzero, the Issuing Lender will process such Application and the certificates,documents and other papers and information delivered to it in connectiontherewith in accordance with its customary procedures and shall promptly issuethe Letter of Credit requested thereby (but in no event shall the IssuingLender be required to issue any Letter of Credit earlier than three BusinessDays after its receipt of the Application therefor and all such othercertificates, documents and other papers and information relating thereto) byissuing the original of such Letter of Credit to the beneficiary thereof or asotherwise may be agreed to by the Issuing Lender and the Borrower.  The Issuing Lender shall furnish a copy ofsuch Letter of Credit to the Borrower (with a copy to the Administrative Agent)promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent,which shall in turn

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promptly furnish to theLenders, notice of the issuance of each Letter of Credit (including the amountthereof).

2.9.          Feesand Other Charges. (a)  The Borrower will pay a fee on all outstanding Letters ofCredit at a per annum rate equal to the Applicable Margin then in effect withrespect to Eurodollar Loans under the Facility, shared ratably among the RevolvingLenders and payable quarterly in arrears on each L/C Fee Payment Date after theissuance date.  In addition, the Borrowershall pay to the Issuing Lender for its own account a fronting fee on theundrawn and unexpired amount of each Letter of Credit as agreed by the Borrowerand the Issuing Lender, payable quarterly in arrears on each L/C Fee PaymentDate after the Issuance Date.

### (b)  In addition to the foregoing fees, the Borrower shallpay or reimburse the Issuing Lender for such normal and customary costs andexpenses as are incurred or charged by the Issuing Lender in issuing,negotiating, effecting payment under, amending or otherwise administering anyLetter of Credit.

2.10.        L/CParticipations.  (a)  TheIssuing Lender irrevocably agrees to grant and hereby grants to each L/CParticipant, and, to induce the Issuing Lender to issue Letters of Credithereunder, each L/C Participant irrevocably agrees to accept and purchase andhereby accepts and purchases from the Issuing Lender, on the terms andconditions set forth below, for such L/C Participant’s own account and risk anundivided interest equal to such L/C Participant’s Revolving Percentage in theIssuing Lender’s obligations and rights under and in respect of each Letter ofCredit issued hereunder and the amount of each draft paid by the Issuing Lenderthereunder.  Each L/C Participantunconditionally and irrevocably agrees with the Issuing Lender that, if a draftis paid under any Letter of Credit for which the Issuing Lender is notreimbursed in full by the Borrower in accordance with the terms of thisAgreement, such L/C Participant shall pay to the Administrative Agent upondemand of the Issuing Lender an amount equal to such L/C Participant’sRevolving Percentage of the amount of such draft, or any part thereof, that isnot so reimbursed. The Administrative Agent shall promptly forward such amountsto the Issuing Lender.

### (b)  If any amount required to be paid by any L/C Participantto the Administrative Agent for the account of the Issuing Lender pursuant toSection 2.10(a) in respect of any unreimbursed portion of any payment madeby the Issuing Lender under any Letter of Credit is paid to the AdministrativeAgent for the account of the Issuing Lender within three Business Days afterthe date such payment is due, such L/C Participant shall pay to theAdministrative Agent for the account of the Issuing Lender on demand an amountequal to the product of (i) such amount, times (ii) the daily averageFederal Funds Effective Rate during the period from and including the date suchpayment is required to the date on which such payment is immediately availableto the Issuing Lender, times (iii) a fraction the numerator of which isthe number of days that elapse during such period and the denominator of whichis 360.  If any such amount required tobe paid by any L/C Participant pursuant to Section 2.10(a) is not madeavailable to the Administrative Agent for the account of the Issuing Lender bysuch L/C Participant within three Business Days after the date such payment isdue, the Issuing Lender shall be entitled to recover from such L/C Participant,on demand, such amount with interest thereon calculated from such due date atthe rate per annum applicable to Base Rate Loans under

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### theFacility.  A certificate of the IssuingLender submitted to any L/C Participant with respect to any amounts owing underthis Section shall be conclusive in the absence of manifest error.

### (c)  Whenever, at any time after the Issuing Lender has madepayment under any Letter of Credit and has received from any L/C Participantits prorata share of such payment in accordance withSection 2.10(a), the Administrative Agent or the Issuing Lender receivesany payment related to such Letter of Credit (whether directly from the Borroweror otherwise, including proceeds of collateral applied thereto by the IssuingLender), or any payment of interest on account thereof, the AdministrativeAgent or the Issuing Lender, as the case may be, will distribute to such L/CParticipant its prorata share thereof; provided, however,that in the event that any such payment received by Administrative Agent or theIssuing Lender, as the case may be, shall be required to be returned by theAdministrative Agent or the Issuing Lender, such L/C Participant shall returnto the Administrative Agent for the account of the Issuing Lender the portionthereof previously distributed by the Administrative Agent or the IssuingLender, as the case may be, to it.

2.11.        ReimbursementObligation of the Borrower.  The Borroweragrees to reimburse the Issuing Lender on the Business Day next succeeding theBusiness Day on which the Issuing Lender notifies the Borrower of the date andamount of a draft presented under any Letter of Credit and paid by the IssuingLender for the amount of (a) such draft so paid and (b) any taxes,fees, charges or other costs or expenses incurred by the Issuing Lender inconnection with such payment.  Each suchpayment shall be made to the Issuing Lender at its address for notices referredto herein in Dollars and in immediately available funds.  Interest shall be payable on any such amountsfrom the date on which the relevant draft is paid until payment in full at therate set forth in (i) until the Business Day next succeeding the date ofthe relevant notice, Section 3.4(b) and (ii) thereafter,Section 3.4(c).  Each drawing underany Letter of Credit shall (unless an event of the type described in clause(i) or (ii) of Section 8(f) shall have occurred and be continuingwith respect to the Borrower, in which case the procedures specified inSection 2.10 for funding by L/C Participants shall apply) constitute arequest by the Borrower to the Administrative Agent for a borrowing pursuant toSection 2.2 of Base Rate Loans (or, at the option of the AdministrativeAgent and the Swingline Lender in their sole discretion, a borrowing pursuantto Section 2.4 of Swingline Loans) in the amount of such drawing.  The Borrowing Date with respect to suchborrowing shall be the first date on which a borrowing of Revolving Loans (or,if applicable, Swingline Loans) could be made, pursuant to Section 2.2 or,if applicable, Section 2.4), if the Administrative Agent had received anotice of such borrowing at the time the Administrative Agent receives noticefrom the Issuing Lender of such drawing under such Letter of Credit.

2.12.        ObligationsAbsolute.  The Borrower’s obligationsunder Section 2.11 shall be absolute and unconditional under any and allcircumstances and irrespective of any setoff, counterclaim or defense topayment that the Borrower may have or have had against the Issuing Lender, anybeneficiary of a Letter of Credit or any other Person.  The Borrower also agrees with the IssuingLender that the Issuing Lender shall not be responsible for, and the Borrower’sReimbursement Obligations under Section 2.11 shall not be affected by,among other things, the validity or genuineness of documents or of anyendorsements thereon, even though such documents shall in fact prove to beinvalid, fraudulent or forged, or any dispute between or among the Borrower andany beneficiary of any Letter of Credit or any other party to which such

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Letter of Credit may betransferred or any claims whatsoever of the Borrower against any beneficiary ofsuch Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission,interruption or delay in transmission, dispatch or delivery of any message oradvice, however transmitted, in connection with any Letter of Credit, exceptfor errors or omissions found by a final and nonappealable decision of a courtof competent jurisdiction to have resulted from the gross negligence or willfulmisconduct of the Issuing Lender.  TheBorrower agrees that any action taken or omitted by the Issuing Lender under orin connection with any Letter of Credit or the related drafts or documents, ifdone in the absence of gross negligence or willful misconduct and in accordancewith the standards of care specified in the Uniform Commercial Code of theState of New York, shall be binding on the Borrower and shall not resultin any liability of the Issuing Lender to the Borrower.

2.13.        Letterof Credit Payments.  If any draftshall be presented for payment under any Letter of Credit, the Issuing Lendershall promptly notify the Borrower of the date and amount thereof.  The responsibility of the Issuing Lender tothe Borrower in connection with any draft presented for payment under anyLetter of Credit shall, in addition to any payment obligation expresslyprovided for in such Letter of Credit, be limited to determining that thedocuments (including each draft) delivered under such Letter of Credit inconnection with such presentment are substantially in conformity with suchLetter of Credit.

2.14.        Applications.  To the extent that any provision of anyApplication related to any Letter of Credit is inconsistent with the provisionsof this Section 2, the provisions of this Section 2 shall apply.

2.15.        IncrementalFacilities.  At any time prior to theRevolving Termination Date, the Borrower may, by notice to the AdministrativeAgent (each such notice, a “New Term Loan Facility Notice”), which NewTerm Loan Facility Notice shall promptly be delivered by the AdministrativeAgent to each Lender, request the addition of one or more tranches of termloans hereto and related commitments in respect thereof (the “New Term LoanCommitments”); provided, however, that both (x) at the timeof any such request and (y) after giving effect to any such New Term LoanCommitments, the borrowing of term loans associated therewith and the use ofproceeds thereof, no Default or Event of Default shall exist and the Borrowershall be in compliance with each financial covenant set forth in Section 7.1(calculated, in the case of clause (y), as of the date of the effectiveness ofsuch New Term Loan Commitments and the borrowing of term loans associatedtherewith on a pro forma basis to give effect to such borrowing and the use ofproceeds thereof).  The New Term Loan Commitmentsshall (i) be in an aggregate principal amount not in excess of $250,000,000 butin no event less than $100,000,000 for any single tranche of term loans, (ii)rank pari passu in right of payment and of security with the other Loans, (iii)mature not earlier than the date that is one year after the RevolvingTermination Date and amortize in an amount not greater than 1% per annum foreach year other than the final year thereof, (iv) be used solely to financeacquisitions (including, without limitation, associated fees and expenses, the refinancingof any indebtedness in connection with such acquisition, and the refinancing ofany equity or other financing used as a deposit or other interim funding toeffect such acquisition) that have been approved by the Required Lenders (thedetermination of “Required Lenders” to be made immediately prior to givingeffect to such New Term Loan Commitments), (v) have such pricing and otherterms (including mandatory prepayment provisions and call protection and/orpremiums) as may reasonably be agreed by the Borrower

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and the Persons providing such New Term LoanCommitments (each, a “New Term Loan Lender”), provided, that theyield with respect to the New Term Loan Commitments (taking into accountupfront fees and original issue discount paid to New Term Loan lenders) may beno more than 0.25% per annum greater than the then-current yield with respectto the Loans (as reasonably determined by the Administrative Agent) at the timethe New Term Loan Facility Amendment (as defined below) becomes effective pursuantto its terms (it being understood that all levels of the Pricing Grid will beincreased and/or additional fees will be paid to the Lenders, as applicable, tothe extent necessary to satisfy such requirement), and (vi) otherwise betreated hereunder substantially the same as (and in any event no more favorablythan) the Facility, provided, that the terms and provisions applicableto the New Term Loan Commitments may provide for financial or other covenantsdifferent or in addition to those applicable to the Loans only to the extentthat such terms and provisions are applicable only during periods after theRevolving Termination Date.  The New TermLoan Facility Notice shall (x) set forth the requested amount of New Term LoanCommitments, (y) offer each Lender the opportunity to provide a New TermLoan Commitment by giving written notice of such to the Administrative Agentprior to the termination of the general syndication of the New Term LoanCommitments and (z) be provided to each existing Lender not less than fiveBusiness Days prior to the commencement of the general syndication of the NewTerm Loan Commitments; provided, however, that no existing Lenderwill be obligated to subscribe for any portion of such New Term LoanCommitments.  Each New Term LoanCommitment shall become a Commitment under this Agreement and the facility forthe New Term Loan Commitments shall be implemented hereunder pursuant to anamendment to this Agreement, which may take the form of an amendment andrestatement of this Agreement (a “New Term Loan Facility Amendment”),executed by each of the Borrower, each other Loan Party, each New Term LoanLender and the Administrative Agent, which New Term Loan Facility Amendmentwill not require the consent of any other Lender.  The effectiveness of any New Term LoanFacility Amendment shall (in addition to any other conditions specifiedtherein) be subject to the satisfaction on the date thereof and, if different,on the date on which the New Term Loan Commitments are funded, of each of theconditions set forth in Sections 5.1(h) and (o) and Section 5.2.

# SECTION 3.  GENERALPROVISIONS APPLICABLE

# TO LOANS AND LETTERS OFCREDIT

3.1.          OptionalPrepayments.  The Borrower may at anytime and from time to time prepay the Loans, in whole or in part, withoutpremium or penalty, upon irrevocable notice delivered to the AdministrativeAgent no later than 11:00 A.M., New York City time, threeBusiness Days prior thereto, in the case of Eurodollar Loans, and no later than11:00 A.M., New York City time, on the date of prepayment, inthe case of Base Rate Loans, which notice shall specify the date and amount ofprepayment and whether the prepayment is of Eurodollar Loans or Base RateLoans; provided, that if a Eurodollar Loan is prepaid on any day otherthan the last day of the Interest Period applicable thereto, the Borrower shallalso pay any amounts owing pursuant to Section 3.10.  Upon receipt of any such notice theAdministrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amountspecified in such notice shall be due and payable on the date specifiedtherein, together with accrued interest to such date on the amountprepaid.  Partial prepayments ofRevolving Loans shall be in an aggregate principal amount of $1,000,000 or awhole multiple thereof.  Partialprepayments of

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Swingline Loans shall be in an aggregate principalamount of $100,000 or a whole multiple thereof.

3.2.          Conversionand Continuation Options. (a)  The Borrower may elect from time to time to convertEurodollar Loans to Base Rate Loans by giving the Administrative Agent priorirrevocable notice of such election no later than 11:00 A.M.,New York City time, on the Business Day preceding the proposedconversion date, provided that any such conversion of Eurodollar Loans may onlybe made on the last day of an Interest Period with respect thereto.  The Borrower may elect from time to time toconvert Base Rate Loans to Eurodollar Loans by giving the Administrative Agentprior irrevocable notice of such election no later than 11:00 A.M.,New York City time, on the third Business Day preceding the proposedconversion date (which notice shall specify the length of the initial InterestPeriod therefor), provided that no Base Rate Loan may be converted intoa Eurodollar Loan when any Event of Default has occurred and is continuing andthe Administrative Agent or the Required Lenders have determined in its ortheir sole discretion not to permit such conversions.  So long as no Event of Default has occurredand is continuing, if the Borrower requests a conversion to Eurodollar Loans inany such notice, but fails to specify an Interest Period, it will be deemed tohave specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptlynotify each relevant Lender thereof.

### (b)  Any Eurodollar Loan may be continued as such upon theexpiration of the then current Interest Period with respect thereto by theBorrower giving irrevocable notice to the Administrative Agent, in accordancewith the applicable provisions of the term “Interest Period” set forth inSection 1.1, of the length of the next Interest Period to be applicable tosuch Loans, provided that no Eurodollar Loan may be continued as suchwhen any Event of Default has occurred and is continuing and the AdministrativeAgent has or the Required Lenders have determined in its or their solediscretion not to permit such continuations, and provided, further,that if the Borrower shall fail to give any required notice as described abovein this paragraph or if such continuation is not permitted pursuant to thepreceding proviso such Loans shall be automatically converted to Base RateLoans on the last day of such then expiring Interest Period.  So long as no Event of Default has occurredand is continuing, if the Borrower requests a continuation of Eurodollar Loansin any such notice, but fails to specify an Interest Period, it will be deemedto have specified an Interest Period of one month.  Upon receipt of any such notice theAdministrative Agent shall promptly notify each relevant Lender thereof.

3.3.          Limitationson Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, allborrowings, conversions and continuations of Eurodollar Loans hereunder and allselections of Interest Periods hereunder shall be in such amounts and be madepursuant to such elections so that, (a) after giving effect thereto, theaggregate principal amount of the Eurodollar Loans comprising each Eurodollar Trancheshall be equal to $3,000,000 or a whole multiple of $1,000,000 in excessthereof and (b) no more than five Eurodollar Tranches shall be outstandingat any one time.

3.4.          InterestRates and Payment Dates. (a)  Each Eurodollar Loan shall bear interest on theoutstanding principal amount thereof for each day during each Interest Periodwith respect thereto at a rate per annum equal to the Eurodollar Ratedetermined for such day plus the Applicable Margin.

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(b)  Each Base Rate Loan shall bear intereston the outstanding principal amount thereof at a rate per annum equal to theBase Rate plus the Applicable Margin.

### (c)  (i)  If all or a portion of the principalamount of any Loan or Reimbursement Obligation shall not be paid when due(whether at the stated maturity, by acceleration or otherwise), such overdueamount shall bear interest at a rate per annum equal to (x) in the case ofthe Loans, the rate that would otherwise be applicable thereto pursuant to theforegoing provisions of this Section plus 2% or (y) in the case ofReimbursement Obligations, the rate applicable to Base Rate Loans under theFacility plus 2%, and (ii) if all or a portion of any interestpayable on any Loan or Reimbursement Obligation or any commitment fee or otheramount payable hereunder shall not be paid when due (whether at the statedmaturity, by acceleration or otherwise), such overdue amount shall bearinterest at a rate per annum equal to the rate then applicable to Base RateLoans plus 2% (or, in the case of any such other amounts that do notrelate to the Facility, the rate then applicable to Base Rate Loans under theFacility plus 2%), in each case, with respect to clauses (i) and (ii) above,from the date of such non-payment until such amount is paid in full(after as well as before judgment).  Inaddition, during the continuance of a Default or Event of Default, allObligations (whether or not overdue) shall bear interest at the rates specifiedin the preceding sentence.

### (d)  Interest shall be payable in arrears on each InterestPayment Date, provided that interest accruing pursuant toparagraph (c) of this Section shall be payable from time to time ondemand.

3.5.          Computationof Interest and Fees. (a)  Interest and fees payable pursuant hereto shall becalculated on the basis of a 360-day year for the actual days elapsed, exceptthat, with respect to Base Rate Loans the rate of interest on which iscalculated on the basis of the Prime Rate, the interest thereon shall becalculated on the basis of a 365- (or 366-, as the case may be) day year forthe actual days elapsed.  TheAdministrative Agent shall as soon as practicable notify the Borrower and therelevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loanresulting from a change in the Base Rate or the Eurocurrency ReserveRequirements shall become effective as of the opening of business on the day onwhich such change becomes effective.  TheAdministrative Agent shall as soon as practicable notify the Borrower and therelevant Lenders of the effective date and the amount of each such change ininterest rate.  Interest shall accrue oneach Loan for each day on which it is made or outstanding, except the day onwhich it is repaid unless it is repaid on the same day that it was made.

### (b)  Each determination of an interest rate by theAdministrative Agent pursuant to any provision of this Agreement shall beconclusive and binding on the Borrower and the Lenders in the absence ofmanifest error.  The Administrative Agentshall, at the request of the Borrower, deliver to the Borrower a statementshowing the quotations used by the Administrative Agent in determining anyinterest rate pursuant to Section 3.4(a).

3.6.          Inabilityto Determine Interest Rate.  If priorto the first day of any Interest Period:

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(a)           theAdministrative Agent shall have determined (which determination shall beconclusive and binding upon the Borrower) that, by reason of circumstancesaffecting the relevant market, adequate and reasonable means do not exist forascertaining the Eurodollar Rate for such Interest Period, or

###### (b)   the Administrative Agent shall have receivednotice from the Required Lenders that the Eurodollar Rate determined or to bedetermined for such Interest Period will not adequately and fairly reflect thecost to such Lenders (as conclusively certified by such Lenders) of making ormaintaining their affected Loans during such Interest Period,

in either such case, the Administrative Agent shallgive telecopy or telephonic notice thereof to the Borrower and the relevantLenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans requested to bemade on the first day of such Interest Period shall be made as Base Rate Loans,(y) any Loans that were to have been converted on the first day of suchInterest Period to Eurodollar Loans shall be continued as Base Rate Loans and(z) any outstanding Eurodollar Loans shall be converted, on the last dayof the then-current Interest Period, to Base Rate Loans.  Until such notice has been withdrawn by theAdministrative Agent, no further Eurodollar Loans shall be made or continued assuch, nor shall the Borrower have the right to convert Loans to EurodollarLoans.

3.7.          ProRata Treatment and Payments. (a)  Each borrowing by the Borrower from the Lendershereunder, each payment by the Borrower on account of any commitment fee andany reduction of the Commitments of the Lenders shall be made pro rataaccording to the respective Revolving Percentages of the relevant Lenders.

### (b)  Each payment (including each prepayment) by the Borroweron account of principal of and interest on the Revolving Loans shall be made prorata according to the respective outstanding principal amounts of theRevolving Loans then held by the Revolving Lenders.

### (c)  All payments (including prepayments) to be made by theBorrower hereunder, whether on account of principal, interest, fees orotherwise, shall be made without setoff or counterclaim and shall be made priorto 12:00 Noon, New York City time, on the due date thereof tothe Administrative Agent, for the account of the Lenders, at the FundingOffice, in Dollars and in immediately available funds.  The Administrative Agent shall distributesuch payments to the Lenders promptly upon receipt in like funds as received.  If any payment hereunder (other than paymentson the Eurodollar Loans) becomes due and payable on a day other than a BusinessDay, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomesdue and payable on a day other than a Business Day, the maturity thereof shallbe extended to the next succeeding Business Day unless the result of suchextension would be to extend such payment into another calendar month, in whichevent such payment shall be made on the immediately preceding BusinessDay.  In the case of any extension of anypayment of principal pursuant to the preceding two sentences, interest thereonshall be payable at the then applicable rate during such extension.

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### (d)  Unless the Administrative Agent shall have been notifiedin writing by any Lender prior to a borrowing that such Lender will not makethe amount that would constitute its share of such borrowing available to theAdministrative Agent, the Administrative Agent may assume that such Lender ismaking such amount available to the Administrative Agent, and theAdministrative Agent may, in reliance upon such assumption, make available tothe Borrower a corresponding amount.  Ifsuch amount is not made available to the Administrative Agent by the requiredtime on the Borrowing Date therefor, such Lender shall pay to theAdministrative Agent, on demand, such amount with interest thereon at a rateequal to the greater of (i) the Federal Funds Effective Rate and(ii) a rate determined by the Administrative Agent in accordance withbanking industry rules on interbank compensation for the period until suchLender makes such amount immediately available to the AdministrativeAgent.  A certificate of the AdministrativeAgent submitted to any Lender with respect to any amounts owing under thisparagraph shall be conclusive in the absence of manifest error.  If such Lender’s share of such borrowing isnot made available to the Administrative Agent by such Lender within threeBusiness Days of such Borrowing Date, the Administrative Agent shall also beentitled to recover such amount with interest thereon at the rate per annumapplicable to Base Rate Loans, on demand, from the Borrower.

### (e)  Unless the Administrative Agent shall have been notifiedin writing by the Borrower prior to the date of any payment due to be made bythe Borrower hereunder that the Borrower will not make such payment to theAdministrative Agent, the Administrative Agent may assume that the Borrower ismaking such payment, and the Administrative Agent may, but shall not berequired to, in reliance upon such assumption, make available to the Lenderstheir respective prorata shares of a corresponding amount.  If such payment is not made to theAdministrative Agent by the Borrower within three Business Days after such duedate, the Administrative Agent shall be entitled to recover, on demand, fromeach Lender to which any amount which was made available pursuant to thepreceding sentence, such amount with interest thereon at the rate per annumequal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit therights of the Administrative Agent or any Lender against the Borrower.

3.8.          Requirementsof Law.  (a)  If theadoption of or any change in any Requirement of Law or in the interpretation orapplication thereof or compliance by any Lender with any request or directive(whether or not having the force of law) from any central bank or otherGovernmental Authority made subsequent to the date hereof:

(i)            shall subject any Lender to any taxof any kind whatsoever with respect to this Agreement, any Letter of Credit,any Application or any Eurodollar Loan made by it, or change the basis oftaxation of payments to such Lender in respect thereof (except for Non-ExcludedTaxes covered by Section 3.9 (including Non-Excluded Taxes not subject toindemnification under Section 3.9) and changes in the rate of tax on theoverall net income of such Lender);

(ii)           shall impose, modify or holdapplicable any reserve, special deposit, compulsory loan or similar requirementagainst assets held by, deposits or other liabilities in or for the account of,advances, loans or other extensions of

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credit by, or any otheracquisition of funds by, any office of such Lender that is not otherwiseincluded in the determination of the Eurodollar Rate hereunder; or

(iii)          shall impose on such Lender any othercondition;

and the result of any of the foregoing is to increasethe cost to such Lender, by an amount that such Lender deems to be material, ofmaking, converting into, continuing or maintaining Eurodollar Loans or issuingor participating in Letters of Credit, or to reduce any amount receivablehereunder in respect thereof, then, in any such case, the Borrower shallpromptly pay such Lender, upon its demand, any additional amounts necessary tocompensate such Lender for such increased cost or reduced amountreceivable.  If any Lender becomesentitled to claim any additional amounts pursuant to this paragraph, it shallpromptly notify the Borrower (with a copy to the Administrative Agent) of theevent by reason of which it has become so entitled.

### (b)  If any Lender shall have determined that the adoption ofor any change in any Requirement of Law regarding capital adequacy or in the interpretationor application thereof or compliance by such Lender or any Person controllingsuch Lender with any request or directive regarding capital adequacy (whetheror not having the force of law) from any Governmental Authority made subsequentto the date hereof shall have the effect of reducing the rate of return on suchLender’s or such Person’s capital as a consequence of its obligations hereunderor under or in respect of any Letter of Credit to a level below that which suchLender or such Person could have achieved but for such adoption, change orcompliance (taking into consideration such Lender’s or such Person’s policieswith respect to capital adequacy) by an amount deemed by such Lender to bematerial, then from time to time, after submission by such Lender to theBorrower (with a copy to the Administrative Agent) of a written requesttherefor, the Borrower shall pay to such Lender such additional amount oramounts as will compensate such Lender or such Person for such reduction.

### (c)  A certificate as to any additional amounts payablepursuant to this Section 3.8 submitted by any Lender to the Borrower (with acopy to the Administrative Agent) shall be conclusive in the absence ofmanifest error.  Notwithstanding anythingto the contrary in this Section 3.8, the Borrower shall not be required tocompensate a Lender pursuant to this Section 3.8 for any amounts incurredmore than six months prior to the date that such Lender notifies the Borrowerof such Lender’s intention to claim compensation therefor; providedthat, if the circumstances giving rise to such claim have a retroactive effect,then such six-month period shall be extended to include the period of suchretroactive effect.  The obligations ofthe Borrower pursuant to this Section 3.8 shall survive the termination of thisAgreement and the payment of the Loans and all other amounts payable hereunder.

3.9.          Taxes.  (a)  All payments made by or onbehalf of the Borrower under this Agreement shall be made free and clear of,and without deduction or withholding for or on account of, any present orfuture income, stamp or other taxes, levies, imposts, duties, charges, fees,deductions or withholdings, now or hereafter imposed, levied, collected,withheld or assessed by any Governmental Authority, excluding net income taxesand franchise taxes (imposed in lieu of net income taxes) imposed on any Agent,Lender or Participant as a result of a present or former connection betweensuch Agent, such Lender or such Participant and the jurisdiction of theGovernmental Authority imposing such tax or any political subdivision or

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taxing authority thereof or therein (other than anysuch connection arising solely from such Agent, such Lender or such Participanthaving executed, delivered or performed its obligations or received a paymentunder, or enforced, this Agreement or any other Loan Document).  If any such non-excluded taxes, levies,imposts, duties, charges, fees, deductions or withholdings (“Non-ExcludedTaxes”) or Other Taxes are required to be withheld from any amounts payableto any Agent, Lender or Participant hereunder, the amounts so payable to suchAgent or such Lender shall be increased to the extent necessary to yield tosuch Agent, such Lender or such Participant (after payment of all Non-ExcludedTaxes and Other Taxes) interest or any such other amounts payable hereunder atthe rates or in the amounts specified in this Agreement, provided, however,that the Borrower shall not be required to increase any such amounts payable toany Lender, Agent or Participant with respect to any Non-Excluded Taxes(i) that are attributable to such Lender’s, such Agent’s or suchParticipant’s failure to comply with the requirements of paragraph (d) or(e) of this Section or (ii) that are United States withholding taxesimposed on amounts payable to such Lender, such Agent or such Participant atthe time such Lender, such Agent or such Participant becomes a party to thisAgreement, except to the extent that such withholding is newly imposed orincreased as a result of a change in law effective after the date of thisAgreement.  With respect to anyassignment or sale of a participation by a Person that is a Lender, Agent orParticipant, the obligation of the Borrower to make additional payments to suchPerson’s Transferee due to a change in law shall not be greater than anyadditional amount that would have been payable to such Person had theobligation of the Borrower applied to such Person after giving effect to theprovisions of this Section 3.9(a).

### (b)  In addition, the Borrower shall pay any Other Taxes tothe relevant Governmental Authority in accordance with applicable law.

### (c)  Whenever any Non-Excluded Taxes or Other Taxes arepayable by or on behalf of the Borrower, as promptly as possible thereafter theBorrower shall send to the Administrative Agent for its own account or for theaccount of the relevant Agent or Lender, as the case may be, a certified copyof an original official receipt received by the Borrower showing paymentthereof.  If the Borrower fails to payany Non-Excluded Taxes or Other Taxes when due to the appropriate taxingauthority or fails to remit to the Administrative Agent the required receiptsor other reasonably required documentary evidence, the Borrower shall indemnifythe Agents and the Lenders for any incremental taxes, interest or penaltiesthat may become payable by any Agent or any Lender as a result of any suchfailure.

### (d)  Each Lender (or Transferee) or Agent that is not a “UnitedStates Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S.Lender”) shall deliver to the Borrower and the Administrative Agent (or, inthe case of a Participant, to the Lender from which the related participationshall have been purchased for transmittal to the Administrative Agent) twocopies of U.S. Internal Revenue Service Form W-8IMY, W-8ECI and/or Form W-8BEN,as applicable (or successor form) or, in the case of a Non-U.S. Lenderclaiming exemption from U.S. federal withholding tax under Section 871(h) or881(c) of the Code with respect to payments of “portfolio interest”, astatement substantially in the form of Exhibit G and a Form W-8BEN and/orW-8IMY, or any subsequent versions thereof or successors thereto, properlycompleted and duly executed by such Non-U.S. Lender claiming completeexemption from, or a reduced rate of, U.S. federal withholding tax on allpayments by the Borrower under this Agreement and the other LoanDocuments.  Such forms shall be deliveredby each Lender

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(or Transferee) or Agent on or before the date it becomesa party to this Agreement (or, in the case of any Participant, on or before thedate such Participant purchases the related participation) and promptly fromtime to time thereafter upon the reasonable request of the Borrower or theAdministrative Agent.  In addition, eachLender (or Transferee) or Agent shall deliver such forms promptly upon theobsolescence or invalidity of any form previously delivered by such Lender (orTransferee) or Agent.  Each Lender (orTransferee) or Agent shall promptly notify the Borrower in writing at any timeit determines that it is no longer in a position to provide any previouslydelivered certificate to the Borrower (or any other form of certificationadopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of thisparagraph, a Lender (or Transferee) or Agent shall not be required to deliverany form pursuant to this paragraph that such Lender (or Transferee) or Agentis not legally able to deliver.  Each Lender or Agent that is not a Non-U.S.Lender shall furnish an accurate and complete U.S. Internal Revenue ServiceForm W-9 (or successor form) establishing that such Lender or Agent is notsubject to U.S. backup withholding, and to the extent it may lawfully do so atsuch times, provide a new Form W-9 (or successor form) upon the expiration orobsolescence of any previously delivered form. If any Non-U.S. Lender provides a Form W-8IMY, such Non-U.S. Lendershall also attach the additional documentation required to be transmitted withForm W-8IMY, including the appropriate forms described in this Section.

### (e)  A Lender (or Transferee) or Agent that is entitled to anexemption from or reduction of non-U.S. withholding tax under the law of thejurisdiction in which the Borrower is located, or any treaty to which suchjurisdiction is a party, with respect to payments under this Agreement shalldeliver to the Borrower (with a copy to the Administrative Agent or, in thecase of a Participant, to the Lender from which the related participation hasbeen purchased), at the time or times prescribed by applicable law and asreasonably requested in writing by the Borrower, such properly completed andexecuted documentation prescribed by applicable law as will permit suchpayments to be made without withholding or at a reduced rate, providedthat such Lender (or Transferee) or Agent is legally entitled to complete,execute and deliver such documentation and in such Lender’s judgment suchcompletion, execution or submission would not materially prejudice the legalposition of such Lender.

### (f)  If any Agent, Lenderor Participant determines, in its sole and reasonable discretion, that it hasreceived a refund of any Non-Excluded Taxes or Other Taxes as to which it hasbeen indemnified by the Borrower or with respect to which the Borrower has paidadditional amounts pursuant to this Section 3.9, it shall pay over suchrefund to the Borrower (but only to the extent of indemnity payments made, oradditional amounts paid, by the Borrower under this Section 3.9 withrespect to the Non-Excluded Taxes or Other Taxes giving rise to such refund),net of all out-of-pocket expenses of such Agent or such Lender and withoutinterest (other than any interest paid by the relevant Governmental Authoritywith respect to such refund); provided, that the Borrower, upon therequest of such Agent, such Lender or such Participant, agrees to repay theamount paid over to the Borrower (plus any penalties, interest or other chargesimposed by the relevant Governmental Authority) to such Agent or such Lender inthe event such Agent or such Lender is required to repay such refund to suchGovernmental Authority.  This paragraphshall not be construed to require any Agent or any Lender to make available itstax returns (or any other information relating to its taxes which it deemsconfidential) to the Borrower or any other Person.  Each Lender, Agent or Participant, as applicable, shall indemnify

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### the Borrower for any lossesresulting from any false, inaccurate or untrue statements provided pursuant toparagraphs (d) or (e) of this Section 3.9.

### (g)  The agreements in this Section 3.9 shall survive thetermination of this Agreement and the payment of the Loans and all otheramounts payable hereunder.

### (h)  For purposes of this Section 3.9, in the case of any Lender that is atreated as a partnership for U.S. federal income tax purposes, any Non-ExcludedTaxes or Other Taxes required to be deducted and withheld by such Lender withrespect to payments made by the Borrower under any Loan Document shall betreated as Non-Excluded Taxes or Other Taxes required to be deducted by theBorrower and each partner of such partnership shall be treated as a Lender andshall not be entitled to any benefits under this Section 3.9 unless it complieswith the requirements of this Section, but only to the extent such Non-ExcludedTaxes or Other Taxes would have been required to be deducted and withheld bythe Lender if the Lender were treated as a corporation for U.S. federal incometax purposes making such payments under the Loan Documents on behalf of theBorrower.

3.10.        Indemnity.  The Borrower agrees to indemnify each Lenderand each Agent and to hold each Lender and each Agent harmless from any loss orexpense (but excluding any loss of anticipated profits) that such Lender orsuch Agent may sustain or incur as a consequence of (a) default by theBorrower in making a borrowing of, conversion into or continuation ofEurodollar Loans after the Borrower has given a notice requesting the same inaccordance with the provisions of this Agreement, (b) default by theBorrower in making any prepayment of or conversion from Eurodollar Loans afterthe Borrower has given a notice thereof in accordance with the provisions ofthis Agreement or (c) the making of a prepayment of Eurodollar Loans on aday that is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amountequal to the excess, if any, of (i) the amount of interest that would haveaccrued on the amount so prepaid, or not so borrowed, converted or continued,for the period from the date of such prepayment or of such failure to borrow,convert or continue to the last day of such Interest Period (or, in the case ofa failure to borrow, convert or continue, the Interest Period that would havecommenced on the date of such failure) in each case at the applicable rate ofinterest for such Loans provided for herein (excluding, however, the ApplicableMargin included therein, if any) over (ii) the amount of interest (asreasonably determined by such Lender) that would have accrued to such Lender onsuch amount by placing such amount on deposit for a comparable period withleading banks in the interbank eurodollar market.  A certificate as to any amounts payablepursuant to this Section submitted to the Borrower by any Lender shall beconclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and thepayment of the Loans and all other amounts payable hereunder.

3.11.        Changeof Lending Office.  Each Lenderagrees that, upon the occurrence of any event giving rise to the operation ofSection 3.8, 3.9(a) or 3.14 with respect to such Lender, it will, ifrequested by the Borrower, use reasonable efforts (subject to overall policyconsiderations of such Lender) to designate another lending office for anyLoans affected by such event with the object of avoiding the consequences ofsuch event; provided, that such designation is made on terms that, inthe sole judgment of such Lender, cause such Lender and its lending office(s)to suffer no economic, legal or regulatory disadvantage, and provided,

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further, that nothing inthis Section shall affect or postpone any of the obligations of the Borrower orthe rights of any Lender pursuant to Section 3.8, 3.9(a) or 3.14.

3.12.        Replacementof Lenders.  The Borrower mayreplace, with a replacement financial institution reasonably satisfactory tothe Administrative Agent, any Lender that (a) requests payment of anyamounts payable under Section 3.8, 3.9(a) or 3.14, (b) defaults in itsobligation to make Loans hereunder or (c) declines to deliver any requested consent to any waiver, amendment orother modification of any provision of any Loan Document that would require theconsent of more than the Required Lenders, in each case, only if(i) such replacement, waiver, amendment or modification does not conflictwith any Requirement of Law, (ii) no Event of Default shall have occurredand be continuing at the time of such replacement, (iii) in case of clause(a) only, prior to any such replacement, such Lender shall have taken no actionunder Section 3.11 so as to eliminate the continued need for payment ofamounts owing pursuant to Section 3.8 or 3.9(a), (iv) the replacementfinancial institution shall purchase, at par, all Loans and other amounts owingto such replaced Lender on or prior to the date of replacement, (v) theBorrower shall be liable to such replaced Lender under Section 3.10 if anyEurodollar Loan owing to such replaced Lender shall be purchased other than onthe last day of the Interest Period relating thereto, (vi) the replacementfinancial institution, if not already a Lender, shall be reasonablysatisfactory to the Administrative Agent, (vii) the replaced Lender shallbe obligated to make such replacement in accordance with the provisions ofSection 10.6 (provided that the Borrower shall be obligated to pay theregistration and processing fee referred to therein), (viii) until suchtime as such replacement shall be consummated, the Borrower shall pay alladditional amounts (if any) required pursuant to Section 3.8 or 3.9(a), asthe case may be, (ix) any such replacement shall not be deemed to be awaiver of any rights that the Borrower, the Administrative Agent or any otherLender shall have against the replaced Lender, and (x) in the case of clause(c) only, the requested waiver,amendment or other modification has been approved by the Borrower, the Administrative Agent and the RequiredLenders.

3.13.        Evidenceof Debt.  (a)  Each Lendershall maintain in accordance with its usual practice an account or accountsevidencing Indebtedness of the Borrower to such Lender resulting from each Loanof such Lender from time to time, including the amounts of principal andinterest payable and paid to such Lender from time to time under thisAgreement.

### (b)  The Administrative Agent, on behalf of the Borrower,shall maintain the Register pursuant to Section 10.6, and a subaccounttherein for each Lender, in which shall be recorded (i) the amount of eachLoan made hereunder and any Note evidencing such Loan, the Type of such Loanand each Interest Period applicable thereto, (ii) the amount of anyprincipal or interest due and payable or to become due and payable from theBorrower to each Lender hereunder and (iii) both the amount of any sum receivedby the Administrative Agent hereunder from the Borrower and each Lender’s sharethereof.

### (c)  The entries made in the Register and the accounts ofeach Lender maintained pursuant to Section 3.13(a) shall, to the extentpermitted by applicable law, be primafacie evidence of theexistence and amounts of the obligations of the Borrower therein recorded; provided,however, that the failure of any Lender or the Administrative Agent tomaintain the Register or any such account, or any error therein, shall not inany manner affect the obligation

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### of theBorrower to repay (with applicable interest) the Loans made to the Borrower bysuch Lender in accordance with the terms of this Agreement.

### (d)  The Borrower agrees that, upon the request to theAdministrative Agent by any Lender, the Borrower will execute and deliver tosuch Lender a promissory note of the Borrower evidencing any Revolving Loans orSwingline Loans, as the case may be, of such Lender, substantially in the formsof Exhibit H-1 or H-2, respectively, with appropriate insertions as todate and principal amount.

3.14.        Illegality.  Notwithstanding any other provision herein,if the adoption of or any change in any Requirement of Law or in theinterpretation or application thereof shall make it unlawful for any Lender tomake or maintain Eurodollar Loans as contemplated by this Agreement,(a) the commitment of such Lender hereunder to make Eurodollar Loans,continue Eurodollar Loans as such and convert Base Rate Loans to EurodollarLoans shall forthwith be canceled and (b) such Lender’s Loans thenoutstanding as Eurodollar Loans, if any, shall be converted automatically toBase Rate Loans on the respective last days of the then current InterestPeriods with respect to such Loans or within such earlier period as required bylaw.  If any such conversion of aEurodollar Loan occurs on a day which is not the last day of the then currentInterest Period with respect thereto, the Borrower shall pay to such Lendersuch amounts, if any, as may be required pursuant to Section 3.10.

# SECTION 4.  REPRESENTATIONSAND WARRANTIES

To induce the Agents and the Lenders to enter intothis Agreement and to make the Loans and issue or participate in the Letters ofCredit, the Borrower hereby represents and warrants to each Agent and eachLender that:

4.1.          FinancialCondition.  (a)  Theunaudited pro forma consolidated balance sheet and related statements incomeand cash flows of the Borrower and its consolidated Subsidiaries as at the dateof the most recent consolidated quarterly balance sheet referred to in thesecond sentence of clause (b) below (including the notes thereto), adjusted togive effect to the consummation of the transactions contemplated hereby, in thecase of such balance sheets, on such date and, in the case of such incomestatements, on the first day of the relevant period (the “Pro FormaFinancial Statements”), copies of which have heretofore been furnished toeach Lender, has been prepared giving effect (as if such events had occurred onsuch date) to (i)  the Loans to be made on the Closing Date and the use ofproceeds thereof and (ii) the payment of fees and expenses in connection withthe foregoing.  The Pro Forma FinancialStatements have been prepared based on the best information available to theBorrower as of the date of delivery thereof, and presents fairly on a pro formabasis the estimated financial position of Borrower and its consolidatedSubsidiaries as at December 31, 2005, assuming that the events specified in thepreceding sentence had actually occurred at such date.

### (b)  The audited consolidated balance sheets ofeach of (i) the Borrower and its Subsidiaries as at December 31, 2005, (ii) 19Eand its Subsidiaries as at June 30, 2003 and June 30, 2004, and (iii) the ElvisOperating Companies as at December 31, 2003 and December 31, 2004, and, in eachcase, the related statements of income or changes in net assets (as applicable)and cash flows for such period, in each case, reported on by and accompanied byan unqualified

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### reportfrom Deloitte & Touche, present fairly the consolidated financial conditionof the Borrower, 19E and its Subsidiaries and the Elvis Operating Companies asat such dates, and the consolidated results of their respective operations and theirrespective consolidated cash flows for the respective months and years thenended.  The unaudited consolidatedbalance sheet of the Borrower and its Subsidiaries as at March 31, 2006 and therelated unaudited statements of income and cash flows for the period thenended, present fairly the consolidated financial condition of the Borrower andits Subsidiaries as at such date, and the consolidated results of theirrespective operations and their respective cash flows for such period (subjectto normal year-end audit adjustments). All such financial statements, including the related schedules and notesthereto, have been prepared on a consolidated basis in accordance with GAAP(or, in the case of 19E and its Subsidiaries, in accordance with UK GAAP togetherwith appropriate reconciliations) applied consistently throughout the periodsinvolved (except as approved by the aforementioned firm of accountants anddisclosed in their reports thereon). Except as set forth on Schedule 4.1, none of the Borrower or itsSubsidiaries has any material Guarantee Obligations, contingent liabilities andliabilities for taxes, or any long-term leases or unusual forward or long-termcommitments, including any interest rate or foreign currency swap or exchangetransaction or other obligation in respect of derivatives, that are notreflected in the most recent financial statements referred to in thisparagraph.  During the period fromDecember 31, 2005 to and including the date hereof there has been noDisposition by any Group Member of any material part of its business orproperty.

4.2.          NoChange.  Since December 31, 2005,there has been no development or event that has had or could reasonably beexpected to have a Material Adverse Effect.

4.3.          CorporateExistence; Compliance with Law.  EachGroup Member (a) is duly incorporated, organized or formed, validlyexisting and (where applicable) in good standing under the laws of thejurisdiction of its incorporation or organization, (b) has the power andauthority, and the legal right, to own and operate its property, to lease theproperty it operates as lessee, to license the property it exploits aslicensee, and to conduct the business in which it is currently engaged,(c) is duly qualified as a foreign corporation or other organization andin good standing (where applicable) under the laws of each jurisdiction whereits ownership, lease, licensing or operation of property or the conduct of itsbusiness requires such qualification, except where the failure to be soqualified could not reasonably be expected to cause a Material Adverse Effectand (d) is in compliance with all Requirements of Law except to the extent thatthe failure to comply therewith could not, in the aggregate, reasonably beexpected to cause a Material Adverse Effect.

4.4.          Power;Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, tomake, deliver and perform each Loan Document to which it is a party and grantthe Liens to be granted under the Security Documents and, in the case of theBorrower, to obtain extensions of credit hereunder.  Each Loan Party has taken all necessaryorganizational, company or corporate action to authorize the execution,delivery and performance of the Loan Documents to which it is a party and grantthe Liens to be granted under the Security Documents and, in the case of theBorrower, to authorize the extensions of credit on the terms and conditions ofthis Agreement.  No consent orauthorization of, filing with, notice to or other act by or in respect of, anyGovernmental Authority or any other Person is required in connection with theextensions of credit hereunder or with the execution, delivery,

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performance, validity orenforceability of this Agreement or any of the Loan Documents, except(i) consents, authorizations, filings and notices described inSchedule 4.4, which consents, authorizations, filings and notices havebeen obtained or made and are in full force and effect and (ii) thefilings referred to in Section 4.19. Each Loan Document has been duly executed and delivered on behalf ofeach Loan Party party thereto.  ThisAgreement constitutes, and each other Loan Document upon execution willconstitute, a legal, valid and binding obligation of each Loan Party partythereto, enforceable against each such Loan Party in accordance with its terms,except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights generally and by general equitable principles (whetherenforcement is sought by proceedings in equity or at law).

4.5.          NoLegal Bar.  The execution, deliveryand performance of this Agreement and the other Loan Documents, the issuance ofLetters of Credit, the borrowings hereunder and the use of the proceeds thereofwill not violate any Requirement of Law or any Contractual Obligation of anyGroup Member and will not result in, or require, the creation or imposition ofany Lien on any of their respective properties or revenues pursuant to anyRequirement of Law or any such Contractual Obligation (other than the Lienscreated by the Security Documents).  NoRequirement of Law or Contractual Obligation applicable to the Borrower or anyof its Subsidiaries could reasonably be expected to have a Material AdverseEffect.

4.6.          Litigation.  No litigation, investigation or proceeding ofor before any arbitrator or Governmental Authority is pending or, to theknowledge of the Borrower, threatened by or against any Group Member or againstany of their respective properties or revenues (a) with respect to any ofthe Loan Documents or any of the transactions contemplated hereby or thereby,or (b) that could reasonably be expected to have a Material AdverseEffect.

4.7.          NoDefault.  No Group Member, nor to theBorrower’s knowledge, Fremantle, is in default under or with respect to any ofits Contractual Obligations in any respect that could reasonably be expected tohave a Material Adverse Effect.  NoDefault or Event of Default has occurred and is continuing.

4.8.          Ownershipof Property; Liens.  The Borrower andeach Material Subsidiary has title in fee simple or freehold to, or a validleasehold interest in, all its real property, and good title to, or a validleasehold interest in, all its other property, and none of such property issubject to any Lien except as permitted by Section 7.3.  None of the Pledged Equity Interests issubject to any Lien.

4.9.          IntellectualProperty.

### (a)  Each Group Member owns, hasthe right to use, or is licensed to use, all Intellectual Property material tothe conduct of its business as currently conducted and, according to currentcontemplation, as will be conducted after giving effect to the transactionscontemplated hereby.

### (b)  All registered and applied forIntellectual Property material to the conduct of any Group Member’s business ascurrently conducted and, according to current contemplation, as will beconducted after giving effect to the transactions contemplated hereby, and (i)owned

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### by a Group Member or, (ii) to the Borrower’s knowledge, recorded orco-owned by Fremantle (and relating to the business of any Group Member) isvalid, subsisting and enforceable and has not been abandoned, and allIntellectual Property material to the conduct of any Group Member’s business aspresently conducted is free from all encumbrances, except for Liens expresslypermitted under Section 7.3.

### (c)  The rights of each GroupMember in or to the material Intellectual Property owned by or, to the Borrower’sknowledge, licensed to such Group Member, or, to the knowledge of the Borrower,recorded or co-owned by Fremantle (and relating to the business of any GroupMember), do not infringe upon, misappropriate, or otherwise violate therights of any other Person, and no claim has been asserted in writing that theuse of such Intellectual Property does or may infringe upon, misappropriate orotherwise violate the rights of any other Person, in either case, whichinfringement, misappropriation or violation could reasonably be expected tohave a Material Adverse Effect.  To theknowledge of the Borrower, there is currently no infringement, misappropriationor unauthorized use of any item of material Intellectual Property owned by orlicensed to any Group Member or, to the Borrower’s knowledge, recorded orco-owned by Fremantle (and relating to the business of any Group Member) that,either individually or in the aggregate, could reasonably be expected to have aMaterial Adverse Effect.

### (d)  No action, hearing orproceeding is pending, or, to the knowledge of the Borrower, threatened, on thedate hereof, nor has there been any holding, decision or judgment rendered byany Governmental Authority in the last twenty-four months seeking to limit,cancel or invalidate any Intellectual Property material to the conduct of thebusiness of any Group Member as currently conducted or, according to currentcontemplation, as will be conducted after giving effect to the transactionscontemplated hereby, which, in any such case, if adversely determined, wouldhave a Material Adverse Effect.

### (e)  To the knowledge of theBorrower, each Group Member has made, where possible, all filings andrecordations necessary to adequately effect, reflect and protect its ownershipinterest in or exclusive licenses to its material United States Trademarks andCopyrights and material non-United States Trademarks and Copyrights owned bysuch Group Member including, without limitation, recordation of its interestsin the material Trademarks owned by such Group Member with the United StatesPatent and Trademark Office and in corresponding national and internationalpatent and/or trademark offices, and recordation of any of its interests in thematerial Copyrights owned by or exclusively licensed to such Group Member withthe United States Copyright Office and in international copyright offices.

### (f)  Each Group Member hasperformed all acts, including any transfers or assignments, necessary to ensurethat all rights of publicity to use the name and likeness of Elvis Presley areowned and controlled by Borrower.

### (g)  In the last 12 months, noGroup Member has given or received written notice purporting to avoid,repudiate, rescind or terminate any agreement that authorizes the use of anymaterial Intellectual Property that is licensed to any Group Member by a thirdparty, and to the knowledge of each Group Member the terms of any agreementauthorizing the use of any material Intellectual Property to which a GroupMember is a party have been complied with by all parties in all materialrespects.

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## 4.10.        Taxes.  Each Group Member has filed or caused to befiled all United States Federal, state and other material tax returns that arerequired to be filed and has paid all taxes shown to be due and payable on saidreturns or on any assessments made against it or any of its property and allother material taxes, fees or other charges imposed on it or any of itsproperty by any Governmental Authority (other than any Taxes the amount orvalidity of which are currently being contested in good faith by appropriateproceedings and with respect to which reserves in conformity with GAAP havebeen provided on the books of the Borrower or its Subsidiaries, as the case maybe); no material tax Lien has been filed, and, to the knowledge of theBorrower, no material claim is being asserted, with respect to any such tax,fee or other charge other than those permitted by Section 7.3.  No Loan Party and no Subsidiary thereof intends to treat any RevolvingExtension of Credit or any other transaction contemplated hereby as being a “reportabletransaction” (within the meaning of Treasury Regulation section 1.6011-4).

4.11.        FederalRegulations.  No part of the proceedsof any Loans, and no other extensions of credit hereunder, will be used for “buying”or “carrying” any “margin stock” within the respective meanings of each of thequoted terms under Regulation U as now and from time to time hereafter ineffect or for any purpose that violates the provisions of the Regulations ofthe Board.  If requested by any Lender orthe Administrative Agent, the Borrower will furnish to the Administrative Agentand each Lender a statement to the foregoing effect in conformity with therequirements of FR Form G-3 or FR Form U-1, asapplicable, referred to in Regulation U.

4.12.        LaborMatters.  Except as, in theaggregate, could not reasonably be expected to have a Material AdverseEffect:  (a) there are no strikes orother labor disputes against any Group Member pending or, to the knowledge ofthe Borrower, threatened; (b) hours worked by and payment made toemployees of each Group Member have not been in violation of the Fair LaborStandards Act in respect of any Group Member incorporated in the United Statesor any other applicable Requirement of Law dealing with such matters in respectof any Group Member; and (c) all payments due from any Group Member onaccount of employee health and welfare insurance have been paid or accrued as aliability on the books of the relevant Group Member.

4.13.        ERISA.  Neither a Reportable Event nor an “accumulatedfunding deficiency” (within the meaning of Section 412 of the Code orSection 302 of ERISA) has occurred during the five-year period priorto the date on which this representation is made or deemed made with respect toany Plan, and each Plan intendedto be qualified under Section 401 of the Code has received a favorable opinionor determination letter from the Internal Revenue Service regarding suchqualified status or an application for such letter is currently pending and tothe knowledge of the Borrower or any Commonly Controlled Entity no such Planhas, since receipt of the most recent favorable determination letter, beenamended or operated in a way which could reasonably be expected to adverselyaffect such qualified status. Other than as set forth on Schedule 4.13, no termination of a SingleEmployer Plan has occurred, and no Lien in favor of the PBGC or a Plan hasarisen, during such five-year period. Other than as set forth on Schedule 4.13, the present value of allaccrued benefits under each Single Employer Plan (based on those assumptionsused to fund such Plans) did not, as of the last annual valuation date prior tothe date on which this representation is made or deemed made, exceed the valueof the assets

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of such Plan allocable to such accrued benefits by amaterial amount.  Neither the Borrowernor any Commonly Controlled Entity has had a complete or partial withdrawalfrom any Multiemployer Plan that has resulted or could reasonably be expectedto result in a liability under ERISA that would reasonably be expected to causea Material Adverse Effect, and neither the Borrower nor any Commonly ControlledEntity would become subject to any material liability under ERISA if theBorrower or any such Commonly Controlled Entity were to withdraw completelyfrom all Multiemployer Plans as of the valuation date most closely precedingthe date on which this representation is made or deemed made.  No such Multiemployer Plan is inReorganization or Insolvent.  Neither the Borrower nor any of its Subsidiarieshas any liability (and by entering into this Agreement will not trigger anyliability) with respect to any employee benefit plan (including a pensionscheme) that is not subject to the laws of the United States or a politicalsubdivision thereof that could reasonably be expected to result in a MaterialAdverse Effect and all such employee benefit plans and any pension schemes arefunded to the extent required by applicable law based on reasonable actuarialassumptions applicable in the jurisdiction in which the relevant pension schemeis maintained.

4.14.        InvestmentCompany Act; Other Regulations.  NoLoan Party is an “investment company”, or a company “controlled” by an “investmentcompany”, within the meaning of the Investment Company Act of 1940, asamended.  No Loan Party is subject toregulation under any Requirement of Law (other than Regulation X of theBoard) that limits its ability to enter into this Agreement or the transactionscontemplated hereby.

4.15.        Subsidiaries.  Except as disclosed to the AdministrativeAgent by the Borrower in writing from time to time after the Closing Date,(a) Schedule 4.15 sets forth the name and jurisdiction ofincorporation, organization or formation of each Subsidiary and, as to eachsuch Subsidiary, the percentage of each class of Capital Stock owned by anyLoan Party and (b) Schedule 4.15 sets forth all outstanding subscriptions,options, warrants, calls, rights or other agreements or commitments (other thanstock options granted to employees or directors and directors’ qualifyingshares and other than as created by the Loan Documents) of any nature relatingto any Capital Stock of the Borrower or any Subsidiary.

4.16.        Useof Proceeds.  The proceeds of theRevolving Loans shall be used, together with the proceeds of the SwinglineLoans and the Letters of Credit, for general corporate purposes and to financePermitted Acquisitions and Permitted Joint Ventures.

4.17.        EnvironmentalMatters.  Except as, individually,could not reasonably be expected to cause any Group Member to incur liabilityin excess of a Material Environmental Amount, or, in the aggregate, could notreasonably be expected to have a Material Adverse Effect:

###### (a)   the facilities and properties owned, leasedor operated by any Group Member (the “Properties”) do not contain, andto the knowledge of the Borrower, have not previously contained, any HazardousSubstances in amounts or concentrations or under circumstances that constituteor constituted a violation of, or could give rise to liability under, anyEnvironmental Law;

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###### (b)   no Group Member has received notice, actualor threatened, of any violation, alleged violation, non-compliance, liabilityor potential liability regarding environmental matters or compliance withEnvironmental Laws with regard to any of the Properties or the businessoperated by any Group Member (the “Business”);

###### (c)   no judicial proceeding or governmental oradministrative action is pending or, to the knowledge of the Borrower,threatened, under any Environmental Law to which any Group Member is or will benamed as a party with respect to the Properties or the Business, nor are thereany consent decrees or other decrees, consent orders, administrative orders orother orders, or other administrative or judicial requirements outstandingunder any Environmental Law with respect to the Properties or the Business;

###### (d)   there has been no release or threat ofrelease of any Hazardous Substances at or from the Properties or otherwise inconnection with the Business, in violation of or in amounts or in a manner thatcould give rise to liability under Environmental Laws;

###### (e)   (i) there is not now, nor has there beenpreviously, located on any of the Properties any: (A) underground storagetanks, as defined under any Environmental Law, or (B) areas or vessels used orintended for the treatment, storage or disposal of Hazardous Substances; and(ii) no Group Member has transported, or arranged for the transport, storage,treatment or disposal, by contract, agreement or otherwise, of any Hazardous Substancesat, on, under or to any of the Properties or any location including anylocation used for the treatment, storage or disposal of Hazardous Substances,other than de minimis quantities used in connection with the Business inaccordance with all Environmental Laws; and

###### (f)    each Group Member has obtained and is incompliance with all Environmental Permits with respect to the Business and theProperties and all operations at the Properties are in compliance with allapplicable Environmental Laws, and there is no contamination in violation of,or that is reasonably likely to give rise to liability under, any EnvironmentalLaw at, under or about the Properties or violation of any Environmental Lawwith respect to the Properties or the Business.

4.18.        Accuracyof Information, etc.  No statement orinformation, other than the projections described in Section 5.1(c) and proforma financial information, contained in this Agreement, any other LoanDocument, or any other document, certificate or statement furnished by or onbehalf of any Loan Party for use in connection with the transactionscontemplated by this Agreement or the other Loan Documents, taken as a whole,contained as of the date such statement, information, document or certificatewas so furnished, any untrue statement of a material fact or omitted to state amaterial fact necessary to make the statements contained herein or thereintaken as a whole not misleading.  Theprojections and pro forma financial information contained in the materialsreferenced above are based upon good faith estimates and assumptions believedby management of the Borrower to be reasonable at the time made, it beingrecognized by the Lenders that such financial information as it relates tofuture events is not to be viewed as fact and that actual results during theperiod or periods covered by such financial information may differ from theprojected results set forth therein by a material amount.  There is no fact known to any Loan Party thatcould reasonably be expected to have a Material Adverse Effect

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that has not been expressly disclosed herein, in theother Loan Documents or in any other documents, certificates and statementsfurnished to the Administrative Agent and the Lenders for use in connectionwith the transactions contemplated hereby and by the other Loan Documents.

4.19.        SecurityDocuments.  (a)  TheGuarantee and Collateral Agreement is effective to create in favor of theAdministrative Agent, for the benefit of the Secured Parties, a legal, validand enforceable security interest in the Collateral described therein andproceeds and products thereof.  In thecase of the Pledged Equity Interests described in the Guarantee and CollateralAgreement, when certificates representing such Pledged Equity Interests and relatedtransfer powers are delivered to the Administrative Agent, and in the case ofthe other Collateral described in the Guarantee and Collateral Agreement, whenfinancing statements and other filings specified on Schedule 4.19 inappropriate form are filed in the offices specified on Schedule 4.19, tothe extent that a security interest therein can be perfected by the filing of afinancing statement, the Guarantee and Collateral Agreement shall constitute afully perfected Lien on, and security interest in, all right, title andinterest of the Loan Parties in such Collateral and the proceeds thereof, assecurity for the Obligations, in each case prior and superior in right to anyother Person (except, in the case of Collateral other than Pledged Equity Interests,Liens permitted by Section 7.3).

### (b)  Subject to the Reservations, each of the UK Debentureand the UK Charge Over Shares is effective to create in favor of theAdministrative Agent, for the benefit of the Secured Parties, a legal, validand enforceable security interest in the Collateral described therein andproceeds and products thereof.  In thecase of the Pledged Equity Interests described in each of the UK Debenture andthe UK Charge Over Shares, when certificates representing such Pledged EquityInterests and related blank executed stock transfer forms are delivered to theAdministrative Agent, and in the case of the other Collateral described in eachof the UK Debenture and the UK Charge Over Shares, when the filings specifiedon Schedule 4.19 in appropriate form are filed in the offices or registersspecified on Schedule 4.19 to the extent that a security interests thereincan be perfected by any such filing and all notices required to be served undersuch Security Documents are duly served before any competing notice comes intoeffect, each of the UK Debenture and the UK Charge Over Shares shall (subjectto the Reservations) constitute a fully perfected Lien on, and securityinterest in, all right, title and interest of the Loan Parties in suchCollateral and the proceeds thereof, as security for the Secured Obligations(as defined in each of the UK Debenture and the UK Charge Over Shares), in eachcase prior and superior in right to any other Person (except, in the case ofCollateral other than Pledged Equity Interests, Liens permitted under Section7.3 and except in relation to the shares of Capital Stock of any Subsidiaryformed and existing under laws of England and Wales if and to the extent thatthe pledge of such shares is prohibited pursuant to the applicable governing orother joint venture documents as in effect as of the Closing Date).

4.20.        Solvency.  Each Loan Party is, and after giving effectto the incurrence of all Indebtedness and obligations being incurred inconnection herewith and therewith will be and will continue to be, Solvent.

4.21.        SeniorIndebtedness.  The Obligationsconstitute senior indebtedness of the Borrower and each Subsidiary Guarantor.

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4.22.        ForeignAssets Control Regulations and Anti-Money Laundering.  (a)  Neither the making of Loansunder this Agreement nor the use of the proceeds thereof shall cause theBorrower or any of its Subsidiaries to violate any material provision of theU.S. Bank Secrecy Act, as amended, and any applicable regulations thereunder orany of the sanctions programs administered by the U.S. Department of theTreasury’s Office of Foreign Assets Control (“OFAC”) of the UnitedStates Department of Treasury, any regulations promulgated thereunder by OFACor under any affiliated or successor governmental or quasi-governmental office,bureau or agency and any enabling legislation or executive order relatingthereto.  Without limiting the foregoing,neither the Borrower nor any of its Subsidiaries (i) is a person whoseproperty or interests in property are blocked or subject to blocking pursuantto Section 1 of Executive Order 13224 of September 23, 200l BlockingProperty and Prohibiting Transactions With Persons Who Commit, Threaten toCommit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) knowinglyengages in any dealings or transactions prohibited by Section 2 of suchexecutive order, or is otherwise knowingly associated with any such person inany manner violative of such Section 2, or (iii) is a person on the listof Specially Designated Nationals and Blocked Persons or subject to thelimitations or prohibitions under any other OFAC regulation or executive order.

### (b)  The Borrower and its Subsidiaries are in compliance, inall material respects, with the Patriot Act. No part of the proceeds of the Loans hereunder will knowingly be used,directly or indirectly, for any payments to any governmental official oremployee, political party, official of a political party, candidate forpolitical office, or anyone else acting in an official capacity, in order toobtain, retain or direct business or obtain any improper advantage, inviolation of the United States Foreign Corrupt Practices Act of 1977, asamended.

## 4.23.        DoubleVision Film.

As of the Closing Date, Double Vision Film Limitedowns no material property or assets other than such property and assets as aresubject to (i) a Charge and Deed of Assignment dated 31 March 2003 and madebetween Double Vision Film Limited and Columbia Tristar Home EntertainmentInc.; (ii) a Security Deposit Agreement and Charge on Cash Deposit dated 29 May2003 and made between Double Vision Film Limited and The Governor and Companyof the Bank of Scotland; and (iii) a Charge over Cash Deposit dated 29 March2003 and made between Double Vision Film Limited and Sovereign Finance Plc.

# SECTION 5.  CONDITIONSPRECEDENT

5.1.          Conditionsto Initial Extension of Credit.  Theeffectiveness of this agreement and the agreement of each Lender to make theextension of credit requested to be made by it on the Closing Date is subjectto the satisfaction, prior to or concurrently with the making of such extensionof credit, of the following conditions precedent:

###### (a)   Credit Agreement; Security Documents.  The Administrative Agent shall have received(i) this Agreement, or, in the case of the Lenders, an Addendum, executedand delivered by each Agent, the Borrower and each Person that is a Lender asof the Closing Date, (ii) the Guarantee and Collateral Agreement, executedand delivered by the Borrower and each applicable Subsidiary Guarantor, (iii)each IP Security Agreement, executed and delivered by the Borrower and eachapplicable Subsidiary Guarantor, (iv) the UK Debenture, executed and deliveredby each UK Subsidiary Guarantor, (v) the UK

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###### Charge OverShares, executed and delivered by the Borrower and (vi) an Acknowledgmentand Consent in the form attached to the Guarantee and Collateral Agreement,executed and delivered by each Issuer (as defined therein), if any, that is nota Loan Party.

###### (b)   Pro Forma Balance Sheet; FinancialStatements.  The Lenders shall havereceived the financial statements described in Section 4.1.

###### (c)   Business Plan and Projections.  The Lenders shall have received and shall besatisfied with a business plan and financial projections through 2007, preparedon a quarterly basis, and through 2011, prepared on an annual basis.

###### (d)   Indebtedness.  The Administrative Agent shall have receivedevidence reasonably satisfactory to it that the Borrower and its Subsidiarieshave no outstanding Indebtedness, other than Indebtedness permitted underSection 7.2(d) and Section 7.2(p).

###### (e)   Approvals.  All governmental and third party approvalsnecessary or, in the reasonable discretion of the Administrative Agent,advisable in connection with the extensions of credit and granting of Lienscontemplated by the Loan Documents, the continuing operations of the GroupMembers and the other transactions contemplated hereby (including shareholderapprovals, if any) shall have been obtained and be in full force and effect.

###### (f)    Lien and Other Searches.  The Administrative Agent shall have receivedthe results of (i) a recent lien search in each of the jurisdictions designatedby the Administrative Agent, and such search shall reveal no liens on any ofthe assets of the Loan Parties except for liens permitted by Section 7.3 ordischarged on or prior to the Closing Date pursuant to documentationsatisfactory to the Administrative Agent, (ii) in respect of each Group Memberincorporated in England and Wales, recent searches of such Person’s companiesfile at the Companies Registry of England and Wales showing, amongst otherthings, no appointment of (or the presentation of any petition in relation toany appointment of) a receiver, liquidator or administrator and (iii) in respect of any real property located inEngland and Wales, official priority searches in favor of the AdministrativeAgent in relation to any registered titles giving a sufficient period ofpriority (of at least 15 days following the Closing Date).

###### (g)   Fees. The Lenders and the Agents shall have received all fees required to bepaid, and all expenses for which invoices have been presented (including thereasonable fees and expenses of legal counsel), on or before the Closing Date.

###### (h)   Closing Certificate.  The Administrative Agent shall have received(i) a certificate of each Loan Party, dated the Closing Date,substantially in the form of Exhibit I, with appropriate insertions andattachments including, without limitation, the formation documents and a longform good standing certificate (where applicable) of each Group Membercertified by the relevant authority of the jurisdiction of organization of suchGroup Member.

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###### (i)    Legal Opinions.  The Administrative Agent shall have receivedthe following executed legal opinions:

(i)            the legal opinion of Paul, Hastings,Janofsky and Walker LLP, counsel in the United States to the Borrower and itsSubsidiaries, substantially in the form of Exhibit J-1; and

(ii)           the legal opinion of Baker &McKenzie, counsel in England and Wales to the Borrower and the UK SubsidiaryGuarantors, substantially in the form of Exhibit J-2.

Each such legal opinion shall cover such other mattersincident to the transactions contemplated by this Agreement, and otherwise bein such form and of such substance, as the Administrative Agent may reasonablyrequire.

###### (j)    Pledged Equity Interests; TransferPowers; Pledged Notes.  TheAdministrative Agent shall have received (i) the certificates representingthe shares of Capital Stock pledged pursuant to the Security Documents,together with an undated transfer power for each such certificate executed inblank by a duly authorized officer of the pledgor thereof (or, in the case ofthe Capital Stock pledged pursuant to the UK Debenture and the UK Charge OverShares, the equivalent thereof for each entity incorporated in England andWales), other than the share certificates representing all of the issued andoutstanding share capital of 19 Artist Tours Limited and Double Vision FilmLimited, and (ii) each Pledged Note pledged to the Administrative Agentpursuant to the Security Documents endorsed (without recourse) in blank (oraccompanied by an executed transfer form in blank) by the pledgor thereof.

###### (k)   Filings, Registrations and Recordings;Control Agreements.  Each document(including any Uniform Commercial Code financing statement or account controlagreement) required by the Security Documents or under law or reasonablyrequested by the Administrative Agent to be executed, delivered, filed,registered or recorded in order to create in favor of the Administrative Agent,for the benefit of the Secured Parties, a perfected Lien on the Collateraldescribed therein, prior and superior in right to any other Person (other thanwith respect to Liens expressly permitted by Section 7.3), shall (withinthe relevant time period for filing) be in proper form for execution, delivery,filing, registration or recordation (or otherwise in form and substancereasonably satisfactory to the Administrative Agent).

###### (l)    Solvency Certificate.  The Administrative Agent shall have receivedand shall be reasonably satisfied with a solvency certificate of the chieffinancial officer of the Borrower substantially in the form of Exhibit K, whichshall document the solvency of the Borrower and its Subsidiaries (on aconsolidated basis), after giving effect to the transactions contemplatedhereby.

###### (m)  No Default; Representations; Officer’sCertificate.  No Default or Event of Default shall haveoccurred and be continuing after giving effect to the extensions of credit (ifany) requested to be made on the Closing Date. Each of the representations and

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###### warranties made by any LoanParty in or pursuant to the Loan Documents shall be true and correct in allmaterial respects on and as of such date as if made on and as of suchdate.  The Administrative Agent shallhave received a certificate executed on behalf of the Borrower by a ResponsibleOfficer of the Borrower certifying (i) as to the accuracy of the representationsand warranties of the Borrower and the other Loan Parties in the Loan Documentsand (ii) that since December 31, 2005, no event has occurred, that aloneor in connection with other events, could reasonably be expected to have aMaterial Adverse Effect.

###### (n)   Insurance.  The Administrative Agent shall be satisfiedwith the insurance program to be maintained by the Borrower and itsSubsidiaries and shall have received insurance certificates reasonablysatisfactory to the Administrative Agent.

###### (o)   Consolidated EBITDA.  The Administrative Agent shall have receivedevidence reasonably satisfactory to it that the Consolidated EBITDA of theBorrower and its Subsidiaries for the four fiscal quarters ending immediatelyprior to the Closing Date, on a pro forma basis, after giving effect to thetransactions contemplated hereby and continuing operations (as contemplated tobe conducted as of the Closing Date), is greater than or equal to $25,500,000,which evidence shall be in accordance with the financial statements referred toin Section 4.1.

###### (p)   Agent for Service of Process.  The Administrative Agent shall have receivedevidence that the Borrower has appointed CKX UK Holdings to be its agent forservice of process in connection with the UK Charge Over Shares.

###### (q)   Share Register Extracts; ShareholderResolutions.  The AdministrativeAgent shall have received (i) a certified extract of members of each GroupMember incorporated in England and Wales whose shares are subject to a securityinterest granted or purported to be granted under the Security Documents (exceptfor Brilliant 19 Limited, Delirious Recordings Limited, Shy Records Limited and19 International Sports Management Limited) and (ii) if required, shareholderresolutions to amend the articles of association of any Group Memberincorporated in England and Wales to remove any restrictions on thetransferability of such Group Member’s shares upon the enforcement of thesecurity interests in respect thereof granted to the Administrative Agent (forthe benefit of the Secured Parties).

###### (r)    Miscellaneous.  The Administrative Agent shall have receivedsuch other documents, agreements, certificates and information as it shallreasonably request.

5.2.          Conditionsto Each Extension of Credit.  Theagreement of each Lender to make any extension of credit requested to be madeby it on any date (including its initial extension of credit) is subject to thesatisfaction of the following conditions precedent:

###### (a)   Representations and Warranties.  Each of the representations and warrantiesmade by any Loan Party in or pursuant to the Loan Documents shall be true andcorrect in all material respects on and as of such date as if made on and as ofsuch date.

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###### (b)   No Default.  No Default or Event of Default shall haveoccurred and be continuing on such date or after giving effect to theextensions of credit requested to be made on such date.

###### (c)   Compliance with Financial Covenants.  The Borrower shall be in compliance with thefinancial covenants set forth in Section 7.1 on a pro forma basis after givingeffect to the extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Crediton behalf of the Borrower hereunder shall constitute a representation andwarranty by the Borrower as of the date of such extension of credit that theconditions contained in this Section 5.2 have been satisfied.

# SECTION 6.  AFFIRMATIVECOVENANTS

The Borrower hereby agrees that, so long as theCommitments remain in effect, any Letter of Credit remains outstanding or anyLoan or other amount is owing to any Lender or Agent hereunder, the Borrowershall and shall cause each of its Subsidiaries to:

6.1.          FinancialStatements.  Furnish to theAdministrative Agent and each Lender:

###### (a)   as soon as available, but in any event within90 days after the end of each fiscal year of the Borrower, a copy of theaudited consolidated balance sheet of the Borrower and its consolidatedSubsidiaries as at the end of such year and the related audited consolidatedstatements of income and of cash flows for such year, setting forth in eachcase in comparative form the figures for the previous year, together withcalculations demonstrating that the Borrower is in compliance with thefinancial covenants set forth in Section 7.1, reported on without a “goingconcern” or like qualification or exception, or qualification arising out ofthe scope of the audit, by Deloitte & Touche or other independent certifiedpublic accountants of nationally recognized standing;

###### (b)   as soon as available, but in any event notlater than 45 days after the end of each of the first three quarterly periodsof each fiscal year of the Borrower, the unaudited consolidated balance sheetof the Borrower and its consolidated Subsidiaries as at the end of such quarterand the related unaudited consolidated statements of income and of cash flowsfor such quarter and the portion of the fiscal year through the end of suchquarter, setting forth in each case in comparative form the figures for theprevious year, together with calculations demonstrating that the Borrower is incompliance with the financial covenants set forth in Section 7.1, certified bya Responsible Officer as being fairly stated in all material respects (subjectto normal year-end audit adjustments); and

###### (c)   as soon as available, but in any event notlater than 45 days after the end of each month occurring during each fiscalyear of the Borrower (other than the third, sixth, ninth and twelfth suchmonth), the unaudited consolidated balance sheets of the Borrower and itsSubsidiaries as at the end of such month and the related unaudited consolidatedstatements of income and of cash flows for such month and the portion of thefiscal year through the end of such month, setting forth in each case incomparative form the figures

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###### for theprevious year, certified by a Responsible Officer as being fairly stated in allmaterial respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete andcorrect in all material respects and shall be prepared in reasonable detail andin accordance with GAAP applied consistently throughout the periods reflectedtherein and with prior periods (except as approved by such accountants orofficer, as the case may be, and disclosed therein and except for regularyear-end adjustments).

6.2.          Certificates;Other Information.  Furnish to theAdministrative Agent and each Lender:

###### (a)   concurrently with the delivery of thefinancial statements referred to in Section 6.1(a), a certificate of theindependent certified public accountants reporting on such financial statementsstating that in making the examination necessary therefor no knowledge wasobtained of any Default or Event of Default with respect to the financialcovenants set forth in Section 7.1, except as specified in such certificate;

###### (b)   concurrently with the delivery of anyfinancial statements pursuant to Section 6.1, (i) a certificate of aResponsible Officer stating that, to the best of such Responsible Officer’sknowledge, each Loan Party during such period has observed or performed all of itscovenants and other agreements, and satisfied every condition, contained inthis Agreement and the other Loan Documents to which it is a party to beobserved, performed or satisfied by it, and that such Responsible Officer hasobtained no knowledge of any Default or Event of Default except as specified insuch certificate and (ii) in the case of quarterly or annual financialstatements, (x) a Compliance Certificate containing all information andcalculations necessary for determining compliance by each Loan Party with theprovisions of this Agreement referred to therein as of the last day of thefiscal quarter or fiscal year of the Borrower, as the case may be, and, ifapplicable, for determining the Applicable Margins and Commitment Fee Rate, and(y) to the extent not previously disclosed to the Administrative Agent, adescription of any change in the jurisdiction of organization of any Loan Partyand a listing of any Intellectual Property acquired by any Loan Party since thedate of the most recent list delivered pursuant to this clause (y) (or, inthe case of the first such list so delivered, since the Closing Date);

###### (c)   as soon as available, and in any event nolater than 45 days after the end of each fiscal year of the Borrower, adetailed consolidated budget for the fiscal year following such year then ended(including a projected consolidated balance sheet of the Borrower and itsSubsidiaries as of the end of each fiscal quarter of such following fiscalyear, the related consolidated statements of projected cash flow, projectedchanges in financial position and projected income and a description of theunderlying assumptions applicable thereto), and, as soon as available,significant revisions, if any, of such budget and projections with respect to suchfiscal year, prepared on a quarterly basis (collectively, the “Projections”),which Projections shall in each case be accompanied by a certificate of aResponsible Officer stating that such Projections are based on reasonableestimates, information and assumptions and that such Responsible Officer has noreason to believe that such Projections are incorrect or misleading in anymaterial respect;

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###### (d)   if the Borrower is not then a reportingcompany under the Securities Exchange Act of 1934, as amended, within45 days after the end of each fiscal quarter of the Borrower (or90 days, in the case of the last fiscal quarter of any fiscal year), anarrative discussion and analysis of the financial condition and results ofoperations of the Borrower and its Subsidiaries for such fiscal quarter and forthe period from the beginning of the then current fiscal year to the end ofsuch fiscal quarter, as compared to the portion of the Projections coveringsuch periods and to the comparable periods of the previous year;

###### (e)   as soon as possible and in any event within five days of obtainingknowledge thereof, notice of any development, event, or condition that,individually or in the aggregate with other developments, events or conditions,could reasonably be expected to result in the payment by the Borrower or any ofits Subsidiaries of a Material Environmental Amount;

###### (f)    within five days after the same are sent,copies of all financial statements and reports that the Borrower sends to theholders of any class of its debt securities or public equity securities and,within five days after the same are filed, copies of all financial statementsand reports that the Borrower may make to, or file with, the SEC; and

###### (g)   promptly, such additional financial and otherinformation as any Lender may from time to time reasonably request.

6.3.          Paymentof Obligations.  Pay, discharge orotherwise satisfy at or before maturity or before they become delinquent, asthe case may be, all its obligations of whatever nature, except to the extentthat (a) the amount or validity thereof is currently being contested in goodfaith by appropriate proceedings and reserves in conformity with GAAP withrespect thereto have been provided on the books of the relevant Group Member or(b) such obligation is not material to the Group Members taken as a whole.

6.4.          Maintenanceof Existence; Compliance. (a)  (i)  Preserve, renew and keep in full force andeffect its organizational, company or corporate existence and (ii) takeall reasonable action to maintain all rights, privileges and franchisesnecessary or desirable in the normal conduct of its business, except, in eachcase, as otherwise permitted by Section 7.4 and except, in the case ofclause (ii) above, to the extent that failure to do so could not reasonablybe expected to have a Material Adverse Effect; and (b) comply with allContractual Obligations and Requirements of Law except to the extent thatfailure to comply therewith could not, in the aggregate, reasonably be expectedto have a Material Adverse Effect.

6.5.          Maintenanceof Property; Insurance. (a)  Keep all property useful and used in the ordinary courseof its business in good working order and condition, ordinary wear and tearexcepted, or replace or substitute such property as necessary, except wherefailure to keep such property in good working order or replace such propertycould not reasonably be expected to cause a Material Adverse Effect and(b) maintain with financially sound and reputable insurance companiesinsurance on all tangible property useful and used in the ordinary course ofits business in at least such amounts and against at least such risks (butincluding in any event public liability and business interruption) as areinsured against as of the date hereof or as are

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otherwise required to be maintained under any materialcontract or agreement or other requirement applicable to any Group Member, ineach case, except where the failure to maintain such insurance could notreasonably be expected to cause a Material Adverse Effect.

6.6.          Inspectionof Property; Books and Records; Discussions.  (a)  Keep proper books of records and account inwhich full, true and correct entries in conformity with GAAP and allRequirements of Law shall be made of all dealings and transactions in relationto its business and activities and (b) permit representatives of any Lender,during normal business hours, from time to time upon three Business Days’ priornotice (unless an Event of Default shall have occurred and be continuing, inwhich case, no such notice shall be required), to visit and inspect any of itsproperties and examine and make abstracts from any of its books and records atany reasonable time and as often as may reasonably be desired and to discussthe business, operations, properties and financial and other condition of theGroup Members with officers and employees of the Group Members and with theirindependent certified public accountants; provided that all such visitsshall be arranged through the Administrative Agent, which shall use reasonableefforts to coordinate such visits so as to minimize the total number thereof,and any officer of any of the Group Members, if it so chooses, may be presentat such visit (except to the extent that such visit involves discussions withsuch Group Member’s independent accountants or auditors and the AdministrativeAgent has requested that such officer or officers not be present).  Physical access to any of the properties ofany Group Member shall be governed by the rules, policies and procedures ofsuch property relating to visits thereto by the public.

6.7.          Notices.  Promptly give notice to the AdministrativeAgent and each Lender of:

###### (a)   the occurrence of any Default or Event ofDefault;

###### (b)   any (i) default or event of defaultunder any Contractual Obligation of any Group Member or, to the knowledge ofthe Borrower, Fremantle or (ii) litigation, investigation or proceedingthat may exist at any time between any Group Member or, to the knowledge of theBorrower, Fremantle on the one hand, and any Governmental Authority on theother hand, that in either case, if not cured or if adversely determined, asthe case may be, could reasonably be expected to have a Material AdverseEffect;

###### (c)   any litigation or proceeding affecting anyGroup Member (i) in which the amount involved is $1,000,000 or more andnot covered by insurance, (ii) in which injunctive or similar relief issought, which, if granted, could reasonably be expected to result in a MaterialAdverse Effect or (iii) which relates to any Loan Document;

###### (d)   the following events, as soon as possible andin any event within 30 days after the Borrower knows or has reason to knowthereof:  (i) the occurrence of anyReportable Event with respect to any Plan, a failure to make any requiredcontribution to a Plan, the creation of any Lien in favor of the PBGC or a Planor any withdrawal from, or the termination, Reorganization or Insolvency of,any Multiemployer Plan or (ii) the institution of proceedings or thetaking of any other action by the PBGC or the Borrower or any CommonlyControlled Entity or any Multiemployer Plan with respect to the withdrawalfrom, or the termination, Reorganization or Insolvency of, any Plan, and, in

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###### each case inclauses (i) and (ii) above, such event or condition, together with all otherevents or conditions, if any, could reasonably be expected to result in any “accumulatedfunding deficiency” (as defined in Section 302 of ERISA), a Lien in favor ofthe PBGC or a Material Adverse Effect; and

###### (e)   any development or event that has had orcould reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall beaccompanied by a statement of a Responsible Officer setting forth details ofthe occurrence referred to therein and stating what action the Borrower or therelevant Subsidiary proposes to take with respect thereto.

6.8.          IntellectualProperty.

### (a)  Consistent with past practices(i) continue to use each material Trademark in a manner that maintains suchmaterial Trademark in full force free from any claim of abandonment fornon-use, and (ii) use such material Trademark with the appropriate notice ofregistration and all other notices and legends required by applicableRequirements of Law.

### (b)  Notify the AdministrativeAgent and the Lenders immediately if it knows that any application orregistration relating to any material Intellectual Property owned by, or totheir knowledge, licensed to, any Group Member may become forfeited, abandonedor dedicated to the public, or of any adverse determination or development(including, without limitation, the institution of, or any such determinationor development in, any proceeding in the United States Patent and TrademarkOffice, the United States Copyright Office or any court or tribunal in anycountry) regarding such Group Member’s or, to the Borrower’s knowledge,Fremantle’s recorded interest or co-ownership of, or the validity of, anymaterial Intellectual Property or such Group Member’s or, to the Borrower’sknowledge, Fremantle’s right to register the same or to own and maintain thesame, unless such forfeiture, abandonment or dedication or such adversedetermination or development could not reasonably be expected to cause aMaterial Adverse Effect or constitute an Event of Default.

### (c)  Promptly upon a Group Member’sacquisition, exclusive license of, or creation of any invention, trademark,copyrightable work or other Intellectual Property (or rights in any of theforegoing) that can be registered, the value of which is material in the contextof the Group Members as a whole, apply for registration thereof or require anagent to so apply with the United States Patent and Trademark Office, theUnited States Copyright Office and the appropriate international office toregister such invention, trademark, copyrightable work or other IntellectualProperty or exclusive license thereof, as applicable, if such Group Membershall deem that it is appropriate under the circumstances to effect, reflect orprotect such Intellectual Property in its reasonable discretion.  Whenever a Group Member, either by itself orthrough any agent, employee, licensee or designee, shall file an applicationfor the registration of any material Intellectual Property or the recordationof any exclusive license with the United States Patent and Trademark Office,the United States Copyright Office or any similar office or agency in any othercountry or any political subdivision thereof, such Group Member shall reportsuch filing to the Administrative Agent within five Business Days after thelast day of the fiscal quarter in which such filing occurs.  If any portion of the Intellectual Propertyowned or licensed

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### by any Group Member is included or purported to be included in theCollateral, subject always to the ability to comply with local laws, uponrequest of the Administrative Agent, each applicable Loan Party (if any) shallexecute and deliver, and have recorded, any and all agreements, instruments,documents, and papers as the Administrative Agent may reasonably request toevidence the security interest of the Administrative Agent, for the benefit ofthe Secured Parties, in any Patent, Trademark or Copyright and (in the case ofTrademarks) the goodwill and general intangibles of such Loan Party relatingthereto or represented thereby; provided that the security interestgranted in respect thereof shall not attach to any applications for trademarksand service marks filed in the U.S. Patent and Trademark Office (the “PTO”)on the basis of a Group Member’s intent to use any such mark pursuant to 15U.S.C. § 1051 Section 1(b) unless and until evidence of use of the mark ininterstate commerce is submitted to the PTO pursuant to 15 U.S.C. § 1060(a), atwhich point the security interest granted under the Guaranty and Collateral Agreementshall attach to each such application.

### (d)  Take all reasonable andnecessary steps, including, without limitation, in any proceeding before theUnited States Patent and Trademark Office, the United States Copyright Officeor any similar office or agency in any other country or group of countries orany political subdivision of any of the foregoing, to maintain and pursue eachapplication (and to obtain the relevant registration) and to maintain eachregistration of the material Intellectual Property, including, withoutlimitation, filing of applications for renewal, affidavits of use andaffidavits of incontestability, unless the failure to secure such applicationsor registrations could not reasonably be expected to cause a Material AdverseEffect.

### (e)  In the event that any materialIntellectual Property of a Group Member is infringed, misappropriated ordiluted by another Person, such Loan Party shall take such actions as suchGroup Member shall reasonably deem appropriate under the circumstances,including, without limitation, initiating a suit seeking injunctive relief andany and all damages for infringement, misappropriation or dilution, to protectsuch Intellectual Property and will promptly notify the Administrative Agent ofsuch actions.

6.9.          EnvironmentalLaws.  (a)  Comply in allmaterial respects with, and use commercially reasonable efforts to cause alltenants and subtenants, if any, to comply in all material respects with, allapplicable Environmental Laws and Environmental Permits, and obtain and complyin all material respects with and maintain, and ensure that all tenants andsubtenants obtain and comply in all material respects with and maintain, anyand all material Environmental Permits.

### (b)  Conduct and complete all investigations, studies,sampling and testing, and all remedial, removal and other actions requiredunder Environmental Laws and promptly comply in all material respects with alllawful orders and directives of all Governmental Authorities regardingEnvironmental Laws.

6.10.        InterestRate Hedging.  If and to the extentthat the Borrower obtains any New Term Loan Commitments in accordance withSection 2.15 or incurs funded floating rate Indebtedness under Section 7.2(m)or (n), and the aggregate amount of outstanding Indebtedness in respect thereofequals or exceeds $100,000,000, within a period of time reasonably determinedby the Administrative Agent, enter into, and thereafter maintain, HedgingAgreements to the

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extent necessary to provide that at least 50% of theaggregate principal amount of such Indebtedness is subject to either a fixedinterest rate or interest rate protection for a period ending on the earlier of(x) three (3) years after the incurrence thereof and (y) the RevolvingTermination Date, in each case, which Hedge Agreements shall have terms andconditions reasonably satisfactory to the Administrative Agent.

6.11.        AdditionalCollateral, etc.  (a)  Withrespect to any property acquired after the Closing Date by any Loan Party(other than (x) any property described in paragraph (b), (c) or (d) below and(y) any property subject to a Lien expressly permitted by Section 7.3(g)) as towhich the Administrative Agent, for the benefit of the Secured Parties, doesnot have a perfected Lien, and subject always to the ability to comply withlocal laws, promptly (i) execute and deliver to the Administrative Agentsuch amendments to the Security Documents or such other documents as theAdministrative Agent deems necessary or advisable to grant to the AdministrativeAgent, for the benefit of the Secured Parties, a security interest in suchproperty and (ii) take all actions necessary or advisable to grant to theAdministrative Agent, for the benefit of the Secured Parties, a perfected firstpriority security interest in such property (subject to Liens on assets other thanCapital Stock permitted under Section 7.3 and as otherwise permitted to not beso granted according to the terms of the Collateral Documents),including the filing of Uniform Commercial Code financing statements in suchjurisdictions as may be required by the Security Documents or by law or as maybe requested by the Administrative Agent and the delivery of certificates andtransfer powers in respect of any newly formed or acquired Subsidiary (or, inany such case, the equivalent thereof required in any other jurisdiction).

### (b)  With respect to any fee interest in any real propertyhaving a value (together with improvements thereof) of at least $1,000,000acquired after the Closing Date by any Loan Party (other than any propertysubject to a Lien expressly permitted by Section 7.3(g)) as to which theAdministrative Agent, for the benefit of the Secured Parties, does not have aperfected Lien, and subject always to the ability to comply with local laws, promptly(i) execute and deliver a first priority Mortgage, in favor of theAdministrative Agent, for the benefit of the Secured Parties, covering suchreal property, (ii) if requested by the Administrative Agent, provide theSecured Parties with (x) title and extended coverage insurance covering suchreal property in an amount at least equal to the purchase price of such realproperty (or such other amount as shall be reasonably specified by theAdministrative Agent) as well as a current ALTA survey thereof in relation toUnited States real property, together with a surveyor’s certificate and(y) any consents or estoppels reasonably deemed necessary or advisable bythe Administrative Agent in connection with such Mortgage, each of theforegoing in form and substance reasonably satisfactory to the AdministrativeAgent and (iii) if requested by the Administrative Agent, deliver to theAdministrative Agent legal opinions relating to the matters described above,which opinions shall be in form and substance, and from counsel, reasonablysatisfactory to the Administrative Agent.

### (c)  With respect to any new Subsidiary (other than anExcluded Foreign Subsidiary) created or acquired after the Closing Date by anyGroup Member (which, for the purposes of this paragraph (c), shall include anyexisting Subsidiary that ceases to be an Excluded Foreign Subsidiary), andsubject always to the ability to comply with local laws (including as tofinancial assistance), promptly (i) execute and deliver to the Administrative

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### Agent such amendments to the Security Documents as the AdministrativeAgent reasonably deems necessary or advisable to grant to the AdministrativeAgent, for the benefit of the Secured Parties, a perfected first prioritysecurity interest in the Capital Stock of such new Subsidiary that is owned byany Loan Party, (ii) deliver to the Administrative Agent the certificatesrepresenting such Capital Stock, together with undated stock powers, in blank,executed and delivered by a duly authorized officer of the relevant Loan Party,(iii) cause such new Subsidiary, if it satisfies the requirements set forth inthe definition of “Subsidiary Guarantor”, (A) to become a party to (i) theGuarantee and Collateral Agreement (as a Guarantor and as a Grantor thereunder)or such further Security Documents, and (ii) if such entity is incorporatedunder the laws of England and Wales, the UK Debenture, (B) to take such actionsnecessary or advisable to grant to the Administrative Agent for the benefit ofthe Secured Parties a perfected first priority security interest in theCollateral described in the relevant Security Documents of such new Subsidiary,including the filing of Uniform Commercial Code financing statements (or theequivalent thereof in any other applicable jurisdiction) in such jurisdictionsas may be required by the Security Documents or by law or as may be reasonablyrequested by the Administrative Agent and (C) to deliver to the AdministrativeAgent a certificate of such Subsidiary, substantially in the form of Exhibit C,with appropriate insertions and attachments, (iv) if requested by theAdministrative Agent, deliver to the Administrative Agent legal opinionsrelating to the matters described above, which opinions shall be in form andsubstance, and from counsel, reasonably satisfactory to the AdministrativeAgent and (v) (if applicable) delivery to the Administrative Agent of any suchdocuments as may be required in compliance with relevant financial assistancelaws (each satisfactory to the Administrative Agent).

### (d)  With respect to any new Excluded Foreign Subsidiarycreated or acquired after the Closing Date by any Loan Party, promptly (i)execute and deliver to the Administrative Agent such amendments to theGuarantee and Collateral Agreement (or such other Security Documents) as theAdministrative Agent deems necessary or advisable to grant to theAdministrative Agent, for the benefit of the Secured Parties, a perfected firstpriority security interest in the Capital Stock of such new Subsidiary that isowned by any such Loan Party (provided that in no event shall more than 65% ofthe total outstanding voting Capital Stock of any such new Excluded ForeignSubsidiary be required to be so pledged), (ii) deliver to the AdministrativeAgent the certificates representing such Capital Stock, together with undatedstock powers, in blank, executed and delivered by a duly authorized officer ofthe relevant Loan Party, as the case may be, and take such other action as maybe necessary or, in the opinion of the Administrative Agent, desirable toperfect the Administrative Agent’s security interest therein, and (iii) ifrequested by the Administrative Agent, deliver to the Administrative Agentlegal opinions relating to the matters described above, which opinions shall bein form and substance, and from counsel, reasonably satisfactory to theAdministrative Agent.

### (e)  In the event that any GroupMember is prevented from complying with its obligations under this Section 6.11or elsewhere in this Article 6 as a result of any local laws (including as tofinancial assistance), then each Loan Party will use all reasonable efforts toovercome the relevant legal prohibition (and, in the case of a financialassistance or similar prohibition, will procure that the relevant Group Memberwill undertake all whitewash or similar procedures which are possible, whetherunder the Companies Act 1985 of England and Wales or otherwise) to enable therelevant obligation to be complied with as soon as is reasonably practicable.

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## 6.12.        FurtherAssurances.  Subject always to theability to comply with local laws (including as to financial assistance), fromtime to time execute and deliver, or cause to be executed and delivered, suchadditional instruments, certificates or documents, and take all such actions,as the Administrative Agent may reasonably request for the purposes ofimplementing or effectuating the provisions of this Agreement and the otherLoan Documents, or of more fully perfecting or renewing the rights or priority ofthe Administrative Agent and the Secured Parties with respect to the Collateral(or with respect to any additions thereto or replacements or proceeds thereofor with  respect to any other property orassets hereafter acquired by the borrower or any Subsidiary which may be deemedto be part of the Collateral) pursuant hereto or thereto (provided that, inrelation to the shares of Capital Stock of any Subsidiary formed and existingunder laws of England and Wales, the UK Subsidiary Guarantors shall not be requiredto perfect the security interest in such shares of Capital Stock if and to theextent that such action is prohibited pursuant to the applicable governing orother joint venture documents as in effect as of the Closing Date).  Upon the exercise by the Administrative Agentor any Secured Party of any power, right, privilege or remedy pursuant to thisAgreement or the other Loan Documents which requires any consent, approval,recording qualification or authorization of any Governmental Authority, the Borrowerwill execute and deliver, or will cause the execution and delivery of, allapplications, certifications, instruments and other documents and papers thatthe Administrative Agent or such Lenders may be required to obtain from theBorrower or any of its Subsidiaries for such governmental consent, approval,recording, qualification or authorization.

## 6.13.        Useof Proceeds.  Use the proceeds of theLoans only for the purposes described in Section 4.16.

## 6.14.        Post-ClosingObligations.  Within 30Business Days following the Closing Date, deliver or cause to be delivered (a)a certified extract of members for each of Brilliant 19 Limited, DeliriousRecordings Limited, Shy Records Limited and 19 International Sports ManagementLimited, (b) share certificates representing all of the issued and outstandingshare capital of 19 Artist Tours Limited and Double Vision Film Limited and (c)account control agreements, in form and substance reasonably satisfactory tothe Administrative Agent, duly executed and delivered by JPMorgan Chase Bankfor each of the following entities and accounts: (i) 19 Entertainment, Inc.(Acct # 904-886980), (ii) On the Road Productions (Acct # 904-944743), (iii)All Girl Productions (Acct # 904-017184), (iv) 19 Touring LLC (Acct # 904-886832),(v) Dance Nation Productions (Acct # 904-068072), (vi) Southside Productions(Acct # 904-043657), (vii) 19 Recording Services, Inc. (Acct # 904-029069),(viii) 19 Recordings, Inc. (Acct # 904-117812) and (ix) J2K Productions, Inc.(Acct # 904-017192).  In satisfaction ofits obligations under clause (c) above, the Borrower shall be permitted tocause any or all of the accounts specified in clause (c) to be closed and thefunds deposited therein to be transferred to another account that is subject toan account control agreement in form and substance reasonably satisfactory tothe Administrative Agent.

## 6.15.        UKFinancial Assistance.  The Borrowerwill ensure that all payments among the Borrower and any of its applicableSubsidiaries (or any of them) have been and will be made in compliance withapplicable local laws or regulations concerning financial assistance by acompany for the acquisition of or subscription for its own shares or concerningthe protection of shareholders’ capital.

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SECTION7.  NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as theCommitments remain in effect, any Letter of Credit remains outstanding or anyLoan or other amount is owing to any Lender or Agent hereunder, the Borrowershall not, and shall not permit any of its Subsidiaries to, directly orindirectly:

## 7.1.  FinancialCondition Covenants.  (a)  ConsolidatedLeverage Ratio.  Permit theConsolidated Leverage Ratio for any period of four consecutive fiscal quartersof the Borrower to exceed the ratio of 4.5:1.0.

### (b)  Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest CoverageRatio for any period of four consecutive fiscal quarters of the Borrower endingwith any fiscal quarter set forth below to be less than the ratio set forthbelow opposite such fiscal quarter:

| Fiscal Quarter                                                            | Consolidated  Interest  Coverage Ratio |
|---------------------------------------------------------------------------|----------------------------------------|
| Closing Date through Fiscal Quarter ending  9/30/2007                     | 2.0:1.0                                |
| Fiscal Quarter ending 12/31/2007 through  Fiscal Quarter ending 6/30/2009 | 2.5:1.0                                |
| Fiscal Quarter ending 9/30/2009 and thereafter                            | 3.0:1.0                                |

##  

## 7.2.  Indebtedness.  Create, issue, incur, assume, become liablein respect of or suffer to exist any Indebtedness, except:

###### (a)   Indebtedness of any Loan Party pursuant toany Loan Document;

###### (b)   unsecured Indebtedness (i) of the Borrower toany Subsidiary Guarantor (provided that such Indebtedness is subordinated tothe payment of the Obligations in accordance with the Subordination Provisionsand the notes issued in respect thereof have been pledged to the AdministrativeAgent, for the benefit of the Secured Parties), (ii) of any SubsidiaryGuarantor to the Borrower (provided that such Indebtedness is subordinated tothe payment of the Obligations in accordance with the Subordination Provisionsand the notes issued in respect thereof have been pledged to the AdministrativeAgent, for the benefit of the Secured Parties), (iii) of any Subsidiary to theBorrower or any Subsidiary Guarantor (provided that such Indebtedness issubordinated to the payment of the Obligations in accordance with theSubordination Provisions and the notes issued in respect thereof have beenpledged to the Administrative Agent, for the benefit of the Secured Parties),and (iv) of any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary(provided that such Indebtedness is subordinated to the payment of theObligations in accordance with the Subordination Provisions);

###### (c)   Indebtedness in respect of bankers’acceptances and bid, performance and surety or appeal bonds, workers’ compensationclaims and payment obligations in connection with self-insurance or similarobligations, in each case in the ordinary course

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###### of business,including guarantees or obligations of the Borrower with respect to letters ofcredit, issued in the ordinary course of business, supporting such obligations;

###### (d)   Indebtedness outstanding on the date hereofand listed on Schedule 7.2(d) and any refinancings, refundings, renewalsor extensions thereof (without (i) shortening the maturity or weighted averagelife thereof or (ii) increasing the principal amount thereof, other than to payany customary fees and premiums required to be paid under the terms of theinstrument governing such Indebtedness and to pay reasonable expenses incurredin connection with such refinancing, refunding, renewal or extension);

###### (e)   Indebtedness arising from the honoring by abank or other financial institution of a check, draft or similar instrumentinadvertently drawn against insufficient funds, so long as such Indebtedness isextinguished within five Business Days of incurrence;

###### (f)    Indebtedness (including, without limitation,Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in anaggregate principal amount not to exceed $1,000,000 at any one timeoutstanding;

###### (g)   Hedge Agreements permitted under Section7.12;

###### (h)   Indebtedness represented by guarantees by theBorrower or any Subsidiary Guarantor of Indebtedness of the Borrower or anySubsidiary otherwise permitted to be incurred under this Agreement, providedthat such guarantees are subordinated to the Obligations (and any guaranteethereof) on the same terms as the underlying Indebtedness in respect thereof;

###### (i)    Indebtedness consisting of guarantees,indemnities or obligations in respect of purchase price adjustments inconnection with the acquisition or disposition of assets or the Capital Stockof Subsidiaries permitted by this Agreement;

###### (j)    Indebtedness incurred under commercialletters of credit issued for the account of a Group Member in the ordinarycourse of business (and not for the purpose of, directly or indirectly,incurring Indebtedness or providing credit support or a similar arrangement inrespect of Indebtedness), provided that any drawing under any such letter ofcredit is reimbursed in full within seven days;

###### (k)   Indebtedness of the Borrower or anySubsidiary Guarantor comprising “earn-out” obligations payable in connectionwith any Permitted Acquisition or Permitted Joint Venture made by the Borroweror such Subsidiary Guarantor in an aggregate amount not to exceed 5.0% of theaggregate consideration paid by the Borrower or such Subsidiary Guarantor inconnection with such Permitted Acquisition or Permitted Joint Venture (and anyrenewals or extensions thereof);

###### (l)    Acquired Indebtedness in an aggregate amountnot to exceed $5,000,000;

###### (m)  Indebtedness of the Borrower or any SubsidiaryGuarantor, secured on a second priority basis by the Collateral, in anaggregate amount not to exceed $375,000,000 at any one time outstanding, whentaken together with any Indebtedness

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###### and undrawnCommitments outstanding pursuant to clause (a) of this Section 7.2, providedthat (i) any entity providing any guarantee or other credit support in respectof any obligations incurred under this clause (m) shall also be a SubsidiaryGuarantor hereunder and (ii) the lenders in respect of such Indebtedness shallhave entered into an intercreditor agreement on terms and conditions reasonablysatisfactory to the Required Lenders;

###### (n)   Subordinated Debt of the Borrower (and not ofany of its Subsidiaries) in an aggregate amount not to exceed $500,000,000 atany one time outstanding and Guarantee Obligations of any Subsidiary Guarantorin respect of such Subordinated Debt, provided that such Guarantee Obligationsare subordinated to the Obligations (and any guarantee thereof) on the sameterms as such Subordinated Debt;

###### (o)   Non-Recourse Indebtedness in an amount forany Permitted Joint Venture not to exceed 65% of the fair market value of theassets owned by such Permitted Joint Venture; and

###### (p)   obligations of the Borrower to repurchase allor a portion of its outstanding Capital Stock from Simon Fuller pursuant tothat certain Lock-in and Put and Call Option Deed dated as of March 17, 2005(as such deed is in effect as of the Closing Date), to the extent suchobligations constitute Indebtedness.

## 7.3.  Liens.  Create, incur, assume or suffer to exist anyLien upon any of its property, whether now owned or hereafter acquired, exceptfor:

###### (a)   Liens for taxes, assessments or governmentalcharges or claims either (i) not delinquent or (ii) that are being contested ingood faith by appropriate proceedings, provided that adequate reserveswith respect thereto are maintained on the books of the Borrower or the otherapplicable Group Members, as the case may be, in conformity with GAAP;

###### (b)   common law or statutory Liens of landlordsand Liens of carriers, warehousemen, mechanics, materialmen, repairmen,maritime and other Liens imposed by law incurred in the ordinary course ofbusiness that are not overdue for a period of more than 30 days or that arebeing contested in good faith by appropriate proceedings;

###### (c)   pledges or deposits in connection withworkers’ compensation, unemployment insurance and other social securitylegislation;

###### (d)   deposits to secure the performance of bids,trade contracts (other than for borrowed money), leases, statutory obligations,surety and appeal bonds, performance bonds and other obligations of a likenature incurred in the ordinary course of business;

###### (e)   easements, rights-of-way, restrictions andother similar encumbrances incurred in the ordinary course of business that, inthe aggregate, are not substantial in amount and that do not in any casematerially detract from the value of the property subject thereto or materiallyinterfere with the ordinary conduct of the business of the Borrower or any ofits Subsidiaries;

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###### (f)    Liens in existence on the date hereof listedon Schedule 7.3(f), securing Indebtedness permitted bySection 7.2(d), provided that no such Lien is spread to cover anyadditional property after the Closing Date and that the amount of Indebtednesssecured thereby is not increased;

###### (g)   Liens securing Indebtedness of the Borroweror any other Subsidiary incurred pursuant to Section 7.2(f) to finance theacquisition of fixed or capital assets, provided that (i) suchLiens shall be created within 120 days of the date on which such property orequipment is acquired, (ii) such Liens do not at any time encumber anyproperty other than the property financed by such Indebtedness and(iii) the amount of Indebtedness secured thereby is not increased;

###### (h)   Liens created pursuant to the SecurityDocuments;

###### (i)    any interest or title of a lessor under anylease entered into by the Borrower or any other Subsidiary in the ordinarycourse of its business and covering only the assets so leased;

###### (j)    judgment Liens (other than with respect tojudgments of a size sufficient to cause an Event of Default under thisAgreement) so long as such Lien is adequately bonded and any appropriate legalproceedings which may have been duly initiated for the review of such judgmentshall not have been finally terminated or the period within which suchproceedings may be initiated shall not have expired;

###### (k)   Liens securing reimbursement obligations withrespect to commercial letters of credit which encumber documents and otherproperty relating to such letters of credit and products and proceeds thereof;

###### (l)    leases, subleases, non-exclusive licensesand non-exclusive sublicenses granted by the Borrower and its Subsidiaries toothers on arm’s-length terms that do not materially interfere with the ordinarycourse of business of the Borrower or any of its Subsidiaries;

###### (m)  bankers’ Liens, rights of setoff and similarLiens with respect to cash and Cash Equivalents on deposit in one or more bankaccounts in the ordinary course of business;

###### (n)   Liens in favor of customs and revenueauthorities arising as a matter of law to secure payments of custom duties inconnection with the importation of goods;

###### (o)   Liens by way of rent deposit created in favorof commercial landlords, provided that the amount of Indebtedness securedthereby does not in the aggregate exceed $1,000,000 or its equivalent in othercurrencies;

###### (p)   Liens securing Indebtedness of the Borrowerpursuant to Section 7.2(l) or (m);

###### (q)   Liens not otherwise permitted by this Sectionon assets of the Borrower and its Subsidiaries so long as neither (i) theaggregate outstanding principal amount of the

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###### obligationssecured thereby nor (ii) the aggregate fair market value (determined as ofthe date such Lien is incurred) of the assets subject thereto exceeds (as tothe Borrower and all Subsidiaries) $5,000,000 at any one time; and

###### (r)    Liens securing Non-Recourse Indebtednesspermitted under Section 7.2(o), provided that such Liens shallextend only to the assets of (and Capital Stock or other ownership interestsin) the applicable Permitted Joint Venture that is the borrower of suchNon-Recourse Indebtedness.

## 7.4.  FundamentalChanges.  Enter into any merger,consolidation or amalgamation, or liquidate, wind up or dissolve itself (orsuffer any liquidation or dissolution), or Dispose of, all or substantially allof its property or business, except that:

###### (a)   (i) any Subsidiary Guarantor may be merged orconsolidated with or into the Borrower or any other Subsidiary Guarantor (providedthat if such merger or consolidation involves the Borrower, the Borrower shallbe the continuing or surviving entity), (ii) any Subsidiary of the Borrowerthat is not a Subsidiary Guarantor may be merged with or consolidated into theBorrower or any Subsidiary Guarantor (provided that the Borrower or theapplicable Subsidiary Guarantor shall be the continuing or survivingcorporation) and (iii) any Subsidiary of the Borrower that is not a SubsidiaryGuarantor may be merged with or consolidated into any other Subsidiary of theBorrower that is not a Subsidiary Guarantor; and

###### (b)   any Subsidiary of the Borrower may Dispose ofany or all of its assets (upon voluntary liquidation or otherwise) to theBorrower or any Subsidiary Guarantor (providedif the relevant asset was the subject of aLien pursuant to any Security Document, the Borrower or the applicableSubsidiary Guarantor shall grant security to a similar extent and of a comparablequality over such asset in favor of the Administrative Agent, for the benefitof the Secured Parties (such security to be in form and substance satisfactoryto the Administrative Agent));

###### (c)   in connection with a Permitted Acquisition or Permitted JointVenture, any Person that is the subject of such Permitted Acquisition orPermitted Joint Venture (other than any Permitted Joint Venture that hasobligations owing in respect of any Non-Recourse Indebtedness) may be merged orconsolidated with or into the Borrower or any Subsidiary Guarantor (providedthat the Borrower or the applicable Subsidiary Guarantor shall be thecontinuing or surviving corporation); and

###### (d)   transactions permitted under Section 7.5shall be permitted.

## 7.5.  Dispositionof Property.  Dispose of any of itsproperty, whether now owned or hereafter acquired, or, in the case of anySubsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to anyPerson, except:

###### (a)   the Disposition of obsolete or worn outproperty in the ordinary course of business;

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###### (b)   the sale of inventory or licensing ofIntellectual Property in the ordinary course of business on a non-exclusivebasis, and the abandonment or other Disposition of Intellectual Property thatis negligible and non-material to the business of the Group Members as a whole;

###### (c)   Dispositions permitted bySection 7.4(b);

###### (d)   the sale or issuance of any Subsidiary’s Capital Stock to the Borrowerprovided that if such Capital Stock was the subject of a Lien pursuant to anySecurity Document, the Borrower shall grant security to a similar extent and ofa comparable quality over such asset in favor of the Administrative Agent, forthe benefit of the Secured Parties (such security to be in form and substancesatisfactory to the Administrative Agent);

###### (e)   the Disposition of assets with an aggregatefair market value not to exceed $5,000,000;

###### (f)    the disposition of cash not otherwiseprohibited by this Agreement; and

###### (g)   the Disposition by CKX G.O.A.T. Holding Corp.and/or G.O.A.T., Inc. in an aggregate amount of up to 5% of the membershipinterests in the GOAT Operating Company to the Muhammad Ali Family Trust if andto the extent required under the express terms of the GOAT Operating Agreement,as in effect on the Closing Date.

## 7.6.  RestrictedPayments.  Declare or pay anydividend (other than dividends payable solely in common stock of the Personmaking such dividend) on, or make any payment on account of, or set apartassets for a sinking or other analogous fund for, the purchase, redemption,defeasance, retirement or other acquisition of, any Capital Stock of any GroupMember, whether now or hereafter outstanding, or make any other distribution inrespect thereof, either directly or indirectly, whether in cash or property orin obligations of the Borrower or any Subsidiary (collectively, “RestrictedPayments”), except that:

###### (a)   (i) any Subsidiary may make RestrictedPayments to the Borrower or any Subsidiary Guarantor and (ii) any Subsidiary may make Restricted Paymentsin a proportionate manner to the Borrower (or a Subsidiary Guarantor, asapplicable) and the other holders of such Subsidiary’s Capital Stock in respectof such holders’ proportionate ownership of such Subsidiary;

###### (b)   so long as no Default or Event of Defaultshall have occurred and be continuing or would result therefrom, the Borrowermay purchase its common stock or common stock options from present or formerofficers or employees of any Group Member upon the death, disability ortermination of employment of such officer or employee, provided, thatthe aggregate amount of payments under this clause (b) after the date hereofshall not exceed $2,500,000;

###### (c)   Elvis Presley Enterprises, LLC and ElvisPresley Enterprises Inc. (and, to the extent required, the EPE Holding Corporation)may pay dividends to the Trust pursuant

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###### to theapplicable Elvis Operating Company Charter Documents, as in effect on theClosing Date;

###### (d)   purchases by any Group Member of the CapitalStock of any Group Member or Permitted Joint Venture from any Person that isnot a Group Member or Permitted Joint Venture in an aggregate amount not toexceed $30,000,000 from and after the Closing Date (provided that (i)the Borrower shall be in compliance with the financial covenants set forth inSection 7.1 on a pro forma basis after giving effect to any such purchase (ascertified by a Responsible Officer of the Borrower), (ii) the amount paid bythe Borrower and its Subsidiaries in respect of any “put” or similar obligationarising in connection with any individual Permitted Acquisition or PermittedJoint Venture shall not exceed 30% of the aggregate consideration paid by theBorrower and its Subsidiaries for such Permitted Acquisition or Permitted JointVenture (as certified by a Responsible Officer of the Borrower), (iii) theamount paid by the Borrower and its Subsidiaries in connection with theexercise of any “call” or similar right by any of them (other than any suchexercise by the Borrower of its “call” rights to purchase its Capital Stockfrom Simon Fuller pursuant to that certain Lock-in and Put and Call Option Deeddated as of March 17, 2005, as in effect on the Closing Date) shall not exceed$15,000,000 in the aggregate and (iv) the dollar caps specified above shall bereduced by the dollar amount of any Investments made pursuant to Section7.8(k));

###### (e)   to the extent that amounts available to beused for such purpose in accordance with clause (d) above have been fullyutilized (or are being fully utilized in connection with such repurchase),repurchases by the Borrower of all or a portion of its Capital Stock from SimonFuller, as a result of the exercise by the Borrower of its rights under thatcertain Lock-in and Put and Call Option Deed dated as of March 17, 2005, as ineffect on the Closing Date, in an aggregate amount not to exceed $10,000,000;

###### (f)    the GOAT Operating Company may pay dividendsto the Muhammad Ali Family Trust pursuant to the GOAT Operating Agreement, asin effect on the Closing Date;

###### (g)   repurchases by the Borrower of all or aportion of its Capital Stock from Simon Fuller as and to the extent required asa result of the exercise by Simon Fuller of his rights under that certainLock-in and Put and Call Option Deed dated as of March 17, 2005, as in effecton the Closing Date; and

###### (h)   Investments permitted under Section 7.8(l) orSection 7.8(m), in either case, to the extent that such Investments wouldconstitute Restricted Payments.

## 7.7.  CapitalExpenditures.  Make or commit to makeany Capital Expenditure, except (a) Capital Expenditures of the Borrower andits Subsidiaries in the ordinary course of business not exceeding $10,000,000in any fiscal year of the Borrower (provided that (i) any portion ofsuch amount, if not so expended in the fiscal year for which it is permitted,may be carried over for expenditure in the next succeeding fiscal year (but notfor expenditure in any further succeeding fiscal year) and (ii) CapitalExpenditures made pursuant to this clause (a) during any fiscal year shall bedeemed made, first, in respect of amounts permitted for such fiscal

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## year as provided above (without regard tothis proviso) and, second, in respect of amounts carried over from the priorfiscal year pursuant to clause (i) above), and (b) Capital Expendituresconsisting of Permitted Acquisitions and Permitted Joint Ventures otherwisepermitted under Section 7.8.

## 7.8.  Investments.  Make any advance, loan, extension of credit(by way of guaranty or otherwise) or capital contribution to, or purchase anyCapital Stock, bonds, notes, debentures or other debt securities of, or anyassets constituting a business unit of, or make any other investment in, anyPerson (all of the foregoing, “Investments”), except:

###### (a)   extensions of trade credit in the ordinarycourse of business;

###### (b)   Investments in cash and Cash Equivalents;

###### (c)   Guarantee Obligations permitted bySection 7.2;

###### (d)   loans and advances to employees, directorsand officers of any Group Member in the ordinary course of business (includingfor travel, entertainment and relocation expenses) in an aggregate amount forall Group Members not to exceed $1,000,000 at any one time outstanding;

###### (e)   intercompany Investments by (i) the Borrower in any SubsidiaryGuarantor or any Subsidiary of the Borrower that concurrently with suchInvestment becomes a Subsidiary Guarantor (provided that, in each case,such Investments that consist of intercompany Indebtedness shall besubordinated to the Obligations in accordance with the Subordination Provisionsand any notes issued in respect thereof have been pledged to the AdministrativeAgent, for the benefit of the Secured Parties), (ii) any Subsidiary Guarantorin the Borrower or any other Subsidiary Guarantor or any Subsidiary of theBorrower that concurrently with such Investment becomes a Subsidiary Guarantor(provided that, in each case, such Investments that consist ofintercompany Indebtedness shall be subordinated to the Obligations inaccordance with the Subordination Provisions and any notes issued in respectthereof have been pledged to the Administrative Agent, for the benefit of theSecured Parties); (iii) any Subsidiary that is not a Subsidiary Guarantor inthe Borrower or any Subsidiary Guarantor or any Subsidiary of the Borrower thatconcurrently with such Investment becomes a Subsidiary Guarantor consisting ofintercompany Indebtedness (provided that, in each case, suchIndebtedness shall be subordinated to the Obligations in accordance with theSubordination Provisions), or (iv) any Subsidiary that is not a SubsidiaryGuarantor in any other Subsidiary that is not a Subsidiary Guarantor (providedthat, in each case, such Investments that consist of intercompany Indebtednessshall be subordinated to the Obligations in accordance with the SubordinationProvisions and any notes issued in respect thereof have been pledged to theAdministrative Agent, for the benefit of the Secured Parties);

###### (f)    intercompany Investments by the Borrower orany of its Subsidiaries in any Person (provided that such Investments thatconsist of intercompany Indebtedness shall be subordinated to the Obligationsin accordance with the Subordination Provisions and

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###### any notes issued in respectthereof have been pledged to the Administrative Agent, for the benefit of theSecured Parties, to the extent otherwise required hereunder), that, priorand after giving effect to such Investment, is a Foreign Subsidiary (including,without limitation, Guarantee Obligations with respect to obligations of anysuch Foreign Subsidiary, loans made to any such Foreign Subsidiary andInvestments resulting from mergers with or sales of assets to any such ForeignSubsidiary) in an aggregate amount (valued at cost) not to exceed $1,000,000during the term of this Agreement;

###### (g)   in addition to Investments otherwiseexpressly permitted by this Section, Investments by the Borrower or any of itsSubsidiaries in an aggregate amount (valued at cost) not to exceed $2,000,000during the term of this Agreement;

###### (h)   Investments under Hedge Agreements enteredinto in the ordinary course of a Group Member’s business and not forspeculative purposes and otherwise in compliance with this Agreement;

###### (i)    Investments in securities of tradecreditors, licensors, licensees or customers received pursuant to any plan ofreorganization or similar arrangement upon the bankruptcy or insolvency of suchtrade creditors or customers or in good faith settlement of delinquentobligations of such trade creditors or customers;

###### (j)    Investments made after the Closing Dateconsisting of Permitted Acquisitions and Permitted Joint Ventures; providedthat (i) the aggregate consideration paid in connection with all PermittedAcquisitions and Permitted Joint Ventures shall not exceed $40,000,000 (aftergiving effect to any Net Cash Proceeds as described in clause (iii) below),(ii) the aggregate consideration paid in connection with all Permitted JointVentures shall not exceed $20,000,000 (after giving effect to any Net CashProceeds as described in clause (iv) below), (iii) the dollar cap specified inclause (i) above shall be increased by an amount equal to the Net Cash Proceedsof any Asset Sale consisting of a Permitted Acquisition or Permitted JointVenture previously consummated pursuant to this clause (j), as certified by aResponsible Officer of the Borrower (provided that such dollar cap shall in noevent be greater than $40,000,000 after giving effect to any such increase) and(iv) the dollar cap specified in clause (ii) above shall be increased by anamount equal to the Net Cash Proceeds of any Asset Sale consisting of aPermitted Joint Venture previously consummated pursuant to this clause (j), ascertified by a Responsible Officer of the Borrower (provided that such dollarcap shall in no event be greater than $20,000,000 after giving effect to anysuch increase);

###### (k)   purchases by any Group Member of the CapitalStock of any Group Member or Permitted Joint Venture from a Person that is nota Group Member or Permitted Joint Venture in an aggregate amount not to exceed$30,000,000 from and after the Closing Date (provided that (i) theBorrower shall be in compliance with the financial covenants set forth inSection 7.1 on a pro forma basis after giving effect to any such purchase (ascertified by a Responsible Officer of the Borrower), (ii) the amount paid bythe Borrower and its Subsidiaries in respect of any “put” or similar obligationarising in connection with any individual Permitted Acquisition or PermittedJoint Venture shall not exceed 30% of the aggregate consideration paid by theBorrower and its Subsidiaries for such

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###### PermittedAcquisition or Permitted Joint Venture (as certified by a Responsible Officerof the Borrower), (iii) the amount paid by the Borrower and its Subsidiaries inconnection with the exercise of any “call” or similar right by any of themshall not exceed $15,000,000 in the aggregate and (iv) the dollar capsspecified above shall be reduced by the dollar amount of any RestrictedPayments made pursuant to Section 7.6(d));

###### (l)    purchases by EPE Holding Corporation fromThe Promenade Trust of (i) all or any part of the Series B Preferred Stockand/or common stock of Elvis Presley Enterprises, Inc., as and to the extentrequired as a result of the exercise by The Promenade Trust of its rights underthe terms of the Shareholders Agreement, dated February 7, 2005, as in effect onthe Closing Date and (ii) all or any part of the Series B membership interestsin Elvis Presley Enterprises, LLC, as and to the extent required as a result ofthe exercise by The Promenade Trust of its rights under the terms of thelimited liability company operating agreement of Elvis Presley Enterprises,LLC, dated as of February 7, 2005, as in effect on the Closing Date; and

###### (m)  purchases by CKX G.O.A.T. Holding Corp. and/orG.O.A.T., Inc. of all of the membership interests of the GOAT Operating Companyowned by the Muhammad Ali Family Trust as and to the extent required as resultof the exercise by the Muhammad Ali Family Trust of its rights under the GOATOperating Agreement, as in effect on the Closing Date.

## 7.9.  OptionalPayments and Modifications of Certain Debt Instruments.  (a)  Make or offer to make anyoptional or voluntary payment, prepayment, repurchase or redemption of orotherwise optionally or voluntarily defease or segregate funds with respect toany Indebtedness referred to in Section 7.2(l), (m) or (n), (b) amend,modify, waive or otherwise change, or consent or agree to any amendment,modification, waiver or other change to, any of the terms of any Indebtednessreferred to in Section 7.2(l), (m), (n) or (o) (other than any such amendment,modification, waiver or other change that (i) would extend the maturity orreduce the amount of any payment of principal thereof or reduce the rate orextend any date for payment of interest thereon and (ii) does not involvethe payment of a consent fee), (c) amend, modify, waive or otherwisechange, or consent or agree to any amendment, modification, waiver or otherchange to, any of the terms of the Presley Preferred Equity (other than any such amendment, modification,waiver or other change that (x) (i) would extend the scheduledredemption date or reduce the amount of any scheduled redemption payment orreduce the rate or extend any date for payment of dividends thereon and (ii)does not involve the payment of a consent fee) or (y) would be required inconnection with effecting any merger or consolidation contemplated bySection 7.4(b)).

## 7.10.        Transactionswith Affiliates.  Enter into anytransaction, including any purchase, sale, lease or exchange of property, therendering of any service or the payment of any management, advisory or similarfees, with any Affiliate (other than the Borrower or any Subsidiary Guarantor)unless such transaction is (a) otherwise permitted under this Agreement,(b) set forth on Schedule 7.10, or (c) upon fair and reasonable termsno less favorable to the relevant Group Member, than it would obtain in acomparable arm’s length transaction with a Person that is not an Affiliate.

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## 7.11.        Salesand Leasebacks

## 7.12.        HedgeAgreements.  Enter into any HedgeAgreement, except (a) Hedge Agreements entered into to hedge or mitigaterisks to which the Borrower or any Subsidiary has actual exposure (other thanthose in respect of Capital Stock) and (b) Hedge Agreements entered intoin order to effectively cap, collar or exchange interest rates (from fixed tofloating rates, from one floating rate to another floating rate or otherwise)with respect to any interest-bearing liability or investment of the Borrower orany Subsidiary.

## 7.13.        Changesin Fiscal Periods.  Permit the fiscalyear of the Borrower to end on a day other than December 31 or change theBorrower’s method of determining fiscal quarters.

## 7.14.        NegativePledge Clauses.  Enter into or sufferto exist or become effective any agreement that prohibits or limits or imposesany condition upon the ability of any Group Member (other than any Group Memberthat is not required to become a Subsidiary Guarantor as provided in thedefinition thereof) to create, incur, assume or suffer to exist any Lien uponany of its property or revenues, whether now owned or hereafter acquired, tosecure its obligations under the Loan Documents or any refinancing thereof,other than any agreements governing any purchase money Liens or Capital LeaseObligations otherwise permitted hereby (in which case, any prohibition shallonly be effective against the assets financed thereby), except agreements by aPermitted Joint Venture to limit Liens on its assets under the terms of anyNon-Recourse Indebtedness of such Permitted Joint Venture.

## 7.15.        ClausesRestricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensualencumbrance or restriction on the ability of any Subsidiary of the Borrower to(a) make Restricted Payments in respect of any Capital Stock of suchSubsidiary held by, or pay any Indebtedness owed to, the Borrower or anySubsidiary Guarantor, (b) make loans or advances to, or other Investmentsin, the Borrower or any Subsidiary Guarantor or (c) transfer any of itsassets to the Borrower or any Subsidiary Guarantor, except for suchencumbrances or restrictions existing under or by reason of (i) any restrictions existing under theLoan Documents, (ii) applicable law or any rule, regulation or order,(iii) customary non-assignment provisions or restrictions on cash or otherdeposits contained in any contract or any lease governing a leasehold interestof any Group Member, (iv) restrictions on the transfer of assets subjectto any Lien permitted under this Agreement imposed by the holder of such Lien,(v) restrictions imposed by any agreement to sell assets or Capital Stockpermitted under this Agreement to any Person pending the closing of such sale, **(**vi) customary provisions in joint venture agreements and other similaragreements entered into by the Borrower or one of its Subsidiaries and anyPerson (other than the Borrower or any Affiliate of the Borrower), in eachcase, relating solely to the respective joint venture or similar entity or theequity interests therein and entered into in the ordinary course of business, (vii)purchase money obligations (including any capitalized lease obligations)relating to property acquired in the ordinary course of business, (viii)restrictions imposed under the Elvis Operating Company Charter Documents, as ineffect

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## on the Closing Date or (ix) restrictions imposed onany Permitted Joint Venture under the terms of any Non-Recourse Indebtedness.

## 7.16.        Linesof Business.  Enter into anybusiness, either directly or through any Subsidiary, except for thosebusinesses in which the Borrower and its Subsidiaries are engaged on the dateof this Agreement, that are described in clause (b) of the definition of “PermittedAcquisition” and “Permitted Joint Venture” or that are reasonably relatedthereto.

## 7.17.        CertainAmendments.  Amend, supplement orotherwise modify (pursuant to a waiver or otherwise) the terms and conditionsof (a) any Group Member’s organizational or constitutional documents or (b) anymaterial agreement (including without limitation the Fuller EmploymentAgreement and the Fuller Non-Compete Agreement), in each case, except for anysuch amendment, supplement or modification that could not reasonably beexpected to have a Material Adverse Effect or (in the case of any Group Member’sorganizational or constitutional documents) that would impose any restrictionson the transferability of such Group Member’s shares upon the enforcement ofthe security interests in respect thereof granted to the Administrative Agent(in its capacity as such).

## 7.18.        AccountingChanges.  Permit, or cause any of itsSubsidiaries to make or permit, any material change in its accounting policiesor reporting practices, except as may be required by or permitted under GAAP.

## 7.19.        IntellectualProperty.

## (a)  Knowingly perform any act orknowingly instruct or authorize its licensees to perform any act whereby anymaterial Intellectual Property may become forfeited, abandoned or dedicated tothe public.

### (b)  Knowingly perform any act orknowingly instruct or authorize its licensees to perform any act that infringes,misappropriates or violates the intellectual property rights of any otherPerson.

## 7.20.        HazardousSubstances.  Knowingly permit, orcause any of its Subsidiaries to knowingly permit, any Hazardous Substances tobe brought on to or located on any of the Properties, except in compliance inall material respects with, and in a manner not reasonably likely to lead toany liability pursuant to, all applicable Environmental Laws only in suchquantities and types as reasonably needed to conduct the Business.  If any such Hazardous Substance is broughtonto any Property by any Group Member or found located thereon due to theactions of any Group Member in violation of this Section, the Borrower shalldiligently undertake all removal, remedial and other response actions requiredunder applicable Environmental Laws. EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT ALL MATERIALS OF ENVIRONMENTALCONCERN HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THESOLE RESPONSIBILITY OF SUCH LOAN PARTY AND ITS SUBSIDIARIES.  EACH LOAN PARTY FURTHER ACKNOWLEDGES THATNEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER IS AN ENVIRONMENTAL CONSULTANT,ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER.  NO ACT (OR DECISION NOT TO ACT) OF THEADMINISTRATIVE AGENT OR ANY LENDER RELATED TO THIS AGREEMENT

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## OR ANY LOAN DOCUMENT SHALL GIVE RISE TO ANY OBLIGATION OR LIABILITY ONTHE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TOENVIRONMENTAL MATTERS OR PURSUANT TO ENVIRONMENTAL LAWS.  IN NO EVENT SHALL ANY INFORMATION OBTAINEDFROM THE ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR RESPECTIVE EMPLOYEES,REPRESENTATIVES OR AGENTS PURSUANT TO THIS AGREEMENT OR ANY LOAN DOCUMENTCONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTIES OR THE BUSINESS OF ANYLOAN PARTY OR ANY SUBSIDIARY OF ANY LOAN PARTY BE CONSIDERED BY ANY LOAN PARTYOR ANY SUBSIDIARY OF ANY LOAN PARTY (OR ANY OTHER RECIPIENT OF SUCHINFORMATION) AS CONSTITUTING LEGAL OR ENVIRONMENTAL CONSULTING, ENGINEERING,INVESTIGATING OR INSPECTING ADVICE, AND NEITHER ANY LOAN PARTY NOR ANYSUBSIDIARY OF ANY LOAN PARTY (NOR ANY OTHER RECIPIENT OF SUCH INFORMATION)SHALL RELY ON SAID INFORMATION.  THERESPONSIBILITY FOR COMPLIANCE WITH ENVIRONMENTAL LAWS WITH RESPECT TO THEPROPERTIES OR BUSINESS RESTS SOLELY WITH EACH LOAN PARTY AND ITSSUBSIDIARIES.  NOTHING IN THIS SECTION7.20 SHALL LIMIT ANY RIGHTS THAT ANY LOAN PARTY OR ANY OF THEIR RESPECTIVESUBSIDIARIES MAY HAVE TO SEEK CONTRIBUTION OR ALLOCATE RESPONSIBILITY PURSUANTTO ENVIRONMENTAL LAW FROM ANY THIRD PARTY (OTHER THAN ANY SECURED PARTY).

# SECTION 8.  EVENTSOF DEFAULT

If any of the following events shall occur and becontinuing:

###### (a)   the Borrower shall fail to pay any principalof any Loan or Reimbursement Obligation when due in accordance with the termshereof; or the Borrower shall fail to pay any interest on any Loan orReimbursement Obligation, or any other amount payable hereunder or under anyother Loan Document, within five Business Days after any such interest orother amount becomes due in accordance with the terms hereof; or

###### (b)   any representation or warranty made or deemedmade by any Loan Party herein or in any other Loan Document or that iscontained in any certificate, document or financial or other statementfurnished by it at any time under or in connection with this Agreement or anysuch other Loan Document shall prove to have been inaccurate in any materialrespect on or as of the date made or deemed made; or

###### (c)   (i)  any Loan Party shall defaultin the observance or performance of any agreement contained in Sections6.4(a)(i), 6.7(a), 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.8, 7.9, 7.10, 7.11, 7.13,7.14, 7.15, 7.16, 7.17, 7.18 or 7.19 of this Agreement or Section 5.4 or5.7(b) of the Guarantee and Collateral Agreement, or Clauses 4.3(b), 9.1, or19.1 through 19.3 of the UK Debenture or Clauses 7.1(i) or 8.1 of the UK ChargeOver Shares or (ii) an “Event of Default” under and as defined in anyMortgage shall have occurred and be continuing; or

###### (d)   any Loan Party shall default in theobservance or performance of any other agreement contained in this Agreement orany other Loan Document (other than as

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###### provided inparagraphs (a) through (c) of this Section), and such default shallcontinue unremedied for a period of 30 days after notice to the Borrowerfrom the Administrative Agent or the Required Lenders; or

###### (e)   any Group Member (i) defaults in makingany payment of any principal of any Indebtedness (including any GuaranteeObligation, but excluding the Loans) on the scheduled due date with respectthereto; or (ii) defaults in making any payment of any interest on anysuch Indebtedness beyond the period of grace, if any, provided in theinstrument or agreement under which such Indebtedness was created; or(iii) defaults in the observance or performance of any other agreement orcondition relating to any such Indebtedness or contained in any instrument oragreement evidencing, securing or relating thereto, or any other event shalloccur or condition exist, the effect of which default or other event orcondition is to cause, or to permit the holder or beneficiary of suchIndebtedness (or a trustee or agent on behalf of such holder or beneficiary) tocause, with the giving of notice if required, such Indebtedness to become dueprior to its stated maturity or to become subject to a mandatory offer topurchase by the obligor thereunder or (in the case of any such Indebtednessconstituting a Guarantee Obligation) to become payable; provided, that adefault, event or condition described in clause (i), (ii) or (iii) of thisparagraph (e) shall not at any time constitute an Event of Default unless,at such time, one or more defaults, events or conditions of the type describedin clauses (i), (ii) and (iii) of this paragraph (e) shall haveoccurred and be continuing with respect to Indebtedness the outstandingprincipal amount of which exceeds in the aggregate $2,500,000; or

###### (f)    (i) the Borrower or any Material Subsidiaryshall commence any case, proceeding or other action (A) under any existingor future law of any jurisdiction, domestic or foreign, relating to bankruptcy,insolvency, reorganization or relief of debtors, seeking to have an order forrelief entered with respect to it, or seeking to adjudicate it bankrupt orinsolvent, or seeking reorganization, arrangement, adjustment, winding-up,liquidation, dissolution, composition or other relief with respect to it or itsdebts, or (B) seeking appointment of a receiver, trustee, custodian,conservator, liquidator, administrative receiver, administrator or other similarofficial for it or for all or any substantial part of its assets, or theBorrower or any Material Subsidiary shall make a general assignment for thebenefit of its creditors; or (ii) there shall be commenced against theBorrower or any Material Subsidiary any case, proceeding or other action of anature referred to in clause (i) above that (A) results in the entryof an order for relief or any such adjudication or appointment or(B) remains undismissed, undischarged or unbonded for a period of 60 days (unless (x) such case, proceeding orother action is a winding-up petition instituted under the laws of Englandwhich is frivolous or vexatious, in which case such period shall be shortenedto 14 days or (y) any other such case, proceeding or other action isinstituted under the laws of England, in which case such period shall beshortened to zero days); or (iii) there shall be commenced againstthe Borrower or any Material Subsidiary any case, proceeding or other actionseeking issuance of a warrant of attachment, execution, distraint or similarprocess against all or any substantial part of its assets that results in theentry of an order for any such relief that shall not have been vacated,discharged, or stayed or bonded pending appeal within 60 days from theentry thereof (unless such case,proceeding or other action is instituted under the laws of England, in whichcase such period shall be shortened to

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###### 14 days); or(iv) the Borrower or any Material Subsidiary shall take any action infurtherance of, or indicating its consent to, approval of, or acquiescence in,any of the acts set forth in clause (i), (ii), or (iii) above; or(v) the Borrower or any Material Subsidiary shall generally not, or shallbe unable to, or shall admit in writing its inability to, pay its debts as theybecome due; or

###### (g)   (i)  any Person shall engage in any“prohibited transaction” (as defined in Section 406 of ERISA orSection 4975 of the Code) involving any Plan, (ii) any “accumulatedfunding deficiency” (as defined in Section 302 of ERISA), whether or notwaived, shall exist with respect to any Plan or any Lien in favor of the PBGCor a Plan shall arise on the assets of any Group Member or any CommonlyControlled Entity, (iii) a Reportable Event shall occur with respect to, orproceedings shall commence to have a trustee appointed, or a trustee shall beappointed, to administer or to terminate, any Single Employer Plan, whichReportable Event or commencement of proceedings or appointment of a trustee is,in the reasonable opinion of the Required Lenders, likely to result in thetermination of such Plan for purposes of Title IV of ERISA, (iv) anySingle Employer Plan shall terminate for purposes of Title IV of ERISA,(v) any Group Member or any Commonly Controlled Entity shall, or in thereasonable opinion of the Required Lenders is likely to, incur any liability inconnection with a withdrawal from, or the Insolvency or Reorganization of, aMultiemployer Plan or (vi) any other event or condition shall occur orexist with respect to a Plan; and in each case in clauses (i) and (iii)through (vi) above, such event or condition, together with all other suchevents or conditions, if any, could reasonably be expected to have a MaterialAdverse Effect; or

###### (h)   one or more judgments or decrees shall beentered against any Group Member involving in the aggregate a liability (notpaid or fully covered by insurance as to which the relevant insurance companyhas acknowledged coverage) of $1,000,000 or more, and all such judgments ordecrees shall not have been vacated, discharged, stayed or bonded pendingappeal within 60 days from the entry thereof; or

###### (i)    any of the Loan Documents shall cease, forany reason other than as set forth in Section 10.14, to be in full force andeffect, or any Group Member or any Affiliate of any Group Member shall soassert, or any Lien created by any of the Security Documents coveringCollateral having a fair market value in excess of $1,000,000 shall cease to beenforceable and of the same effect and priority purported to be createdthereby; or

###### (j)    the guarantee contained in Section 2 ofthe Guarantee and Collateral Agreement shall cease, for any reason, to be infull force and effect or any Loan Party or any Affiliate of any Loan Partyshall so assert; or

###### (k)   (i) the Sillerman Group shall cease to ownbeneficially at least 20% of the outstanding voting Capital Stock of theBorrower (provided that issuances of additional shares of the Borrowershall not cause an Event of Default under this clause (k) unless and until theSillerman Group ceases to own beneficially at least 10% of the voting CapitalStock of the Borrower on a fully diluted basis); (ii) the board ofdirectors of the Borrower shall cease to consist of a majority of ContinuingDirectors; (iii) the Borrower shall cease to own and control, legally andbeneficially, directly or indirectly, 100% of

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## each class of outstanding Capital Stock ofeach entity that is a Subsidiary Guarantor as of the Closing Date, in eachcase, free and clear of all Liens (except Liens created by the SecurityDocuments); or (iv) any group or person (within the meaning of Rule 13d-5promulgated under the Exchange Act), other than the Sillerman Group, shallbecome the “beneficial owner” (within the meaning of Rule 13d-3 and 13d-5 underthe Exchange Act, except that a person shall be deemed to have “beneficialownership” of all securities that such person has the right to acquire, whethersuch right is currently exercisable or is exercisable only upon the occurrenceof a subsequent condition), directly or indirectly, of more than 20% of theoutstanding voting Capital Stock of the Borrower; or

###### (l)    (i) any portion of the Intellectual Property(other than as specified in clause (i) of the definition thereof), that isincluded in or purported to be included in the Collateral, becomes invalidated,falls into the public domain or otherwise becomes impaired or (ii) any GroupMember’s rights in rights of publicity or rights in rights to a living ordeceased natural Person’s name and likeness becomes impaired, unless, in eithercase, such an event could not reasonably be expected to cause a MaterialAdverse Effect; or

###### (m)  Fremantle shall breach any ContractualObligation owed to any Group Member and fail to cure such breach for a periodof 60 days where such breach could reasonably be expected to have a MaterialAdverse Effect;

then, and in any such event, (A) if such event isan Event of Default specified in clause (i) or (ii) of paragraph (f)above with respect to the Borrower, automatically the Commitments shallimmediately terminate and the Loans hereunder (with accrued interest thereon)and all other amounts owing under this Agreement and the other Loan Documents(including all amounts of L/C Obligations, whether or not the beneficiaries ofthe then outstanding Letters of Credit shall have presented the documentsrequired thereunder) shall immediately become due and payable, and (B) ifsuch event is any other Event of Default (where such default is continuing),either or both of the following actions may be taken:  (i) with the consent of the RequiredLenders, the Administrative Agent may, or upon the request of the RequiredLenders, the Administrative Agent shall, by notice to the Borrower declare the RevolvingCommitments to be terminated forthwith, whereupon the Revolving Commitmentsshall immediately terminate; and (ii) with the consent of the RequiredLenders, the Administrative Agent may, or upon the request of the RequiredLenders, the Administrative Agent shall, by notice to the Borrower, declare theLoans hereunder (with accrued interest thereon) and all other amounts owingunder this Agreement and the other Loan Documents (including all amounts of L/CObligations, whether or not the beneficiaries of the then outstanding Lettersof Credit shall have presented the documents required thereunder) to be due andpayable forthwith, whereupon the same shall immediately become due andpayable.  With respect to all Letters ofCredit with respect to which presentment for honor shall not have occurred atthe time of an acceleration pursuant to this paragraph, the Borrower shall atsuch time deposit in a cash collateral account opened by the AdministrativeAgent an amount equal to the aggregate then undrawn and unexpired amount ofsuch Letters of Credit.  Amounts held insuch cash collateral account shall be applied by the Administrative Agent tothe payment of drafts drawn under such Letters of Credit, and the unusedportion thereof after all such Letters of Credit shall have

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expired or been fully drawn upon, if any, shall beapplied to repay other obligations of the Borrower hereunder and under theother Loan Documents and any Specified Hedge Agreements.  After all such Letters of Credit shall haveexpired or been fully drawn upon, all Reimbursement Obligations shall have beensatisfied and all other obligations of the Borrower hereunder and under theother Loan Documents and any Specified Hedge Agreements shall have been paid infull, the balance, if any, in such cash collateral account shall be returned tothe Borrower (or such other Person as may be lawfully entitled thereto).  Except as expressly provided above in thisSection, presentment, demand, protest and all other notices of any kind arehereby expressly waived by the Borrower.

# SECTION 9.  THEAGENTS

## 9.1.  Appointment.  Each Lender (and, if applicable, each otherSecured Party) hereby irrevocably designates and appoints each Agent as theagent of such Lender (and, if applicable, each other Secured Party) under thisAgreement and the other Loan Documents, and each such Lender irrevocablyauthorizes such Agent, in such capacity, to take such action on its behalfunder the provisions of this Agreement and the other Loan Documents and toexercise such powers and perform such duties as are expressly delegated to suchAgent by the terms of this Agreement and the other Loan Documents, togetherwith such other powers as are reasonably incidental thereto.   Notwithstanding any provision to thecontrary elsewhere in this Agreement, no Agent shall have any duties orresponsibilities, except those expressly set forth herein, or any fiduciaryrelationship with any Lender or other Secured Party, and no implied covenants,functions, responsibilities, duties, obligations or liabilities shall be readinto this Agreement or any other Loan Document or otherwise exist against anyAgent.

## 9.2.  Delegationof Duties.  Each Agent may executeany of its duties under this Agreement and the other Loan Documents by orthrough agents or attorneys-in-fact and shall be entitled to adviceof counsel concerning all matters pertaining to such duties.  No Agent shall be responsible for thenegligence or misconduct of any agents or attorneys in-fact selected byit with reasonable care.

## 9.3.  ExculpatoryProvisions.  Neither any Agent nor anyof their respective officers, directors, employees, agents, attorneys-in-factor affiliates shall be (i) liable for any action lawfully taken or omittedto be taken by it or such Person under or in connection with this Agreement orany other Loan Document (except to the extent that any of the foregoing arefound by a final and nonappealable decision of a court of competentjurisdiction to have resulted from its or such Person’s own gross negligence orwillful misconduct) or (ii) responsible in any manner to any of theLenders or any other Secured Party for any recitals, statements,representations or warranties made by any Loan Party or any officer thereofcontained in this Agreement or any other Loan Document or any Specified HedgeAgreement or in any certificate, report, statement or other document referredto or provided for in, or received by the Agents under or in connection with,this Agreement or any other Loan Document or any Specified Hedge Agreement orfor the value, validity, effectiveness, genuineness, enforceability orsufficiency of this Agreement or any other Loan Document or any Specified HedgeAgreement or for any failure of any Loan Party a party thereto to perform itsobligations hereunder or thereunder.  TheAgents shall not be under any obligation to any Lender to ascertain or toinquire as to the observance or performance of any of the agreements containedin, or conditions of, this Agreement or any other Loan Document or anySpecified Hedge Agreement, or to inspect the properties, books or records ofany Loan Party.

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## 9.4.  Relianceby Agents.  Each Agent shall beentitled to rely, and shall be fully protected in relying, upon any instrument,writing, resolution, notice, consent, certificate, affidavit, letter, telecopy,telex or teletype message, statement, order or other document or conversationbelieved by it to be genuine and correct and to have been signed, sent or madeby the proper Person or Persons and upon advice and statements of legal counsel(including counsel to the Borrower), independent accountants and other expertsselected by such Agent.  TheAdministrative Agent may deem and treat the payee of any Note as the ownerthereof for all purposes unless a written notice of assignment, negotiation ortransfer thereof shall have been filed with the Administrative Agent.  Each Agent shall be fully justified infailing or refusing to take any action under this Agreement or any other LoanDocument unless it shall first receive such advice or concurrence of theRequired Lenders (or, if so specified by this Agreement, all Lenders) as itdeems appropriate or it shall first be indemnified to its satisfaction by theLenders against any and all liability and expense that may be incurred by it byreason of taking or continuing to take any such action.  The Agents shall in all cases be fullyprotected in acting, or in refraining from acting, under this Agreement and theother Loan Documents in accordance with a request of the Required Lenders (or,if so specified by this Agreement, all Lenders), and such request and any actiontaken or failure to act pursuant thereto shall be binding upon all the Lendersand all future holders of the Loans and all other Secured Parties.

## 9.5.  Noticeof Default.  No Agent shall be deemed to have knowledge ornotice of the occurrence of any Default or Event of Default hereunder unlesssuch Agent has received notice from a Lender or the Borrower referring to thisAgreement, describing such Default or Event of Default and stating that suchnotice is a “notice of default”.  In theevent that the Administrative Agent receives such a notice, the AdministrativeAgent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to suchDefault or Event of Default as shall be reasonably directed by the RequiredLenders (or, if so specified by this Agreement, all Lenders or any otherinstructing group of Lenders specified by this Agreement); provided that unlessand until the Administrative Agent shall have received such directions, theAdministrative Agent may (but shall not be obligated to) take such action, orrefrain from taking such action, with respect to such Default or Event ofDefault as it shall deem advisable in the best interests of the SecuredParties.

9.6.          Non-Relianceon Agents and Other Lenders.  Each Lender(and each other Secured Party) expressly acknowledges that neither the Agentsnor any of their respective officers, directors, employees, agents, attorneys-in-factor affiliates have made any representations or warranties to it and that no actby any Agent hereafter taken, including any review of the affairs of a LoanParty or any affiliate of a Loan Party, shall be deemed to constitute anyrepresentation or warranty by any Agent to any Lender or any other SecuredParty.  Each Lender (and each other SecuredParty) represents to the Agents that it has, independently and without relianceupon any Agent or any other Lender or any other Secured Party, and based onsuch documents and information as it has deemed appropriate, made its ownappraisal of and investigation into the business, operations, property,financial and other condition and creditworthiness of the Loan Parties andtheir affiliates and made its own decision to make its Loans hereunder andenter into this Agreement or any Specified Hedge Agreement.  Each Lender (and each other Secured Party)also represents that it will, independently and without reliance upon any Agentor any other Lender or any other Secured Party, and based on such documents andinformation as it shall deem appropriate at the time, continue to make its own

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credit analysis,appraisals and decisions in taking or not taking action under this Agreementand the other Loan Documents or any Specified Hedge Agreement, and to make suchinvestigation as it deems necessary to inform itself as to the business,operations, property, financial and other condition and creditworthiness of theLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to befurnished to the Lenders by the Administrative Agent hereunder, theAdministrative Agent shall not have any duty or responsibility to provide anyLender or any other Secured Party with any credit or other informationconcerning the business, operations, property, condition (financial or otherwise),prospects or creditworthiness of any Loan Party or any affiliate of a LoanParty that may come into the possession of the Administrative Agent or any ofits officers, directors, employees, agents, attorneys-in-fact oraffiliates.

9.7.          Indemnification.  The Lenders agree to indemnify each Agent inits capacity as such (to the extent not reimbursed by the Borrower and withoutlimiting the obligation of the Borrower to do so), ratably according to theirrespective Aggregate Exposure Percentages in effect on the date on whichindemnification is sought under this Section (or, if indemnification is soughtafter the date upon which the Commitments shall have terminated and the Loansshall have been paid in full, ratably in accordance with such Aggregate ExposurePercentages immediately prior to such date), from and against any and allliabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements of any kind whatsoever that may at anytime (whether before or after the payment of the Loans) be imposed on, incurredby or asserted against such Agent in any way relating to or arising out of, theCommitments, this Agreement, any of the other Loan Documents, any SpecifiedHedge Agreement or any documents contemplated by or referred to herein ortherein or the transactions contemplated hereby or thereby or any action takenor omitted by such Agent under or in connection with any of the foregoing;provided that no Lender shall be liable for the payment of any portion of suchliabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements that are found by a final andnonappealable decision of a court of competent jurisdiction to have resultedfrom such Agent’s gross negligence or willful misconduct.  The agreements in this Section shall survivethe payment of the Loans and all other amounts payable hereunder.

9.8.          Agentin Its Individual Capacity.  EachAgent and its affiliates may make loans to, accept deposits from and generallyengage in any kind of business with any Loan Party as though such Agent werenot an Agent.  With respect to its Loansmade or renewed by it and with respect to any Letter of Credit issued orparticipated in by it, each Agent shall have the same rights and powers underthis Agreement and the other Loan Documents as any Lender and may exercise thesame as though it were not an Agent, and the terms “Lender”, “Lenders”, “SecuredParty” and “Secured Parties” shall include each Agent in its individual capacity.

9.9.          SuccessorAdministrative Agent.  TheAdministrative Agent may resign as Administrative Agent upon 10 days’notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent underthis Agreement and the other Loan Documents, then the Required Lenders shallappoint from among the Lenders a successor agent for the Lenders, whichsuccessor agent shall (unless an Event of Default under Section 8(a) orSection 8(f) with respect to the Borrower shall have occurred and becontinuing) be subject to approval by the Borrower (which approval shall not beunreasonably withheld or delayed),

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whereupon such successoragent shall succeed to the rights, powers and duties of the AdministrativeAgent, and the term “Administrative Agent” shall mean such successor agenteffective upon such appointment and approval, and the former AdministrativeAgent’s rights, powers and duties as Administrative Agent shall be terminated,without any other or further act or deed on the part of such formerAdministrative Agent or any of the parties to this Agreement or any holders ofthe Loans.  If no successor agent hasaccepted appointment as Administrative Agent by the date that is 10 daysfollowing a retiring Administrative Agent’s notice of resignation, the retiringAdministrative Agent’s resignation shall nevertheless thereupon becomeeffective and the Lenders shall assume and perform all of the duties of theAdministrative Agent hereunder until such time, if any, as the Required Lendersappoint a successor agent as provided for above.  Either Syndication Agent may, at any time, bynotice to the Lenders and the Administrative Agent, resign as Syndication Agenthereunder, whereupon the duties, rights, obligations and responsibilities ofthe resigning Syndication Agent hereunder shall automatically be assumed by,and inure to the benefit of, the Administrative Agent, without any further actby the resigning Syndication Agent, the Administrative Agent or anyLender.  Either Documentation Agent may, atany time, by notice to the Lenders and the Administrative Agent, resign asDocumentation Agent hereunder, whereupon the duties, rights, obligations andresponsibilities of the resigning Documentation Agent hereunder shallautomatically be assumed by, and inure to the benefit of, the AdministrativeAgent, without any further act by the resigning Documentation Agent, theAdministrative Agent or any Lender. After any retiring Administrative Agent’s resignation as AdministrativeAgent, the provisions of this Section 9 shall inure to its benefit as to anyactions taken or omitted to be taken by it while it was Administrative Agentunder this Agreement and the other Loan Documents.

9.10.        AgentsGenerally.  Except as expressly setforth herein, no Agent shall have any duties or responsibilities hereunder inits capacity as such.

9.11.        TheLead Arranger.  The Lead Arranger, inits capacity as such, shall have no duties or responsibilities, and shall incurno liability, under this Agreement and other Loan Documents.

9.12.        Withholding Tax.  Tothe extent required by any applicable law, the Administrative Agent maywithhold from any interest payment to any Lender an amount equivalent to anyapplicable withholding tax.  If anyGovernmental Authority asserts a claim that the Administrative Agent did notproperly withhold tax from amounts paid to or for the account of any Lenderbecause the appropriate form was not delivered or was not properly executed orbecause such Lender failed to notify the Administrative Agent of a change incircumstance which rendered the exemption from, or reduction of, withholdingtax ineffective or for any other reason, such Lender shall indemnify theAdministrative Agent fully for all amounts paid, directly or indirectly, by theAdministrative Agent as tax or otherwise, including any penalties or interestand together with all expenses (including legal expenses, allocated internalcosts and out-of-pocket expenses) incurred.

# SECTION 10.  MISCELLANEOUS

10.1.        Amendmentsand Waivers.  Except as otherwiseprovided below and in Section 2.15, neither this Agreement, any other LoanDocument, nor any terms hereof or thereof

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may be amended,supplemented or modified except in accordance with the provisions of thisSection.  The Required Lenders and each LoanParty party to the relevant Loan Document may, or, with the written consent ofthe Required Lenders, the Administrative Agent and each Loan Party party to therelevant Loan Document may, from time to time, (a) enter into writtenamendments, supplements or modifications hereto and to the other Loan Documentsfor the purpose of adding any provisions to this Agreement or the other LoanDocuments or changing in any manner the rights of the Lenders or of the LoanParties hereunder or thereunder or (b) waive, on such terms and conditions asthe Required Lenders or the Administrative Agent, as the case may be, mayspecify in such instrument, any of the requirements of this Agreement or theother Loan Documents or any Default or Event of Default and its consequences; provided,however, that no such waiver and no such amendment, supplement ormodification shall (i) forgive the principal amount or extend the finalscheduled date of maturity of any Loan, reduce the stated rate of any interestor fee payable hereunder (except (x) in connection with the waiver ofapplicability of any post-default increase in interest rates, which waivershall be effective with the consent of the Required Lenders and (y) thatany amendment or modification of defined terms used in the financial covenantsin this Agreement shall not constitute a reduction in the rate of interest orfees for purposes of this clause (i)) or extend the scheduled date of anypayment thereof, or increase the amount or extend the expiration date of any Lender’sRevolving Commitment, in each case without the written consent of each Lenderdirectly affected thereby; (ii) eliminate or reduce the voting rights ofany Lender under this Section without the written consent of such Lender;(iii) reduce any percentage specified in the definition of RequiredLenders, consent to the assignment or transfer by the Borrower of any of itsrights and obligations under this Agreement and the other Loan Documents or,except as set forth in Section 10.14 or in the Guarantee and CollateralAgreement, release all or substantially all of the Collateral or release anySubsidiary Guarantor from its obligations under the Guarantee and CollateralAgreement, in each case without the written consent of all Lenders;(iv) effect modifications to Section 10.6 that further restrictassignments by Lenders thereunder without the written consent of each Lenderaffected thereby; (v) reduce the percentage specified in the definition ofRequired Lenders without the written consent of all Lenders; (vi) amend,modify or waive any provision of Section 9 without the written consent ofeach Agent adversely affected thereby; (vii) amend, modify or waive anyprovision of Section 2.3 or 2.4 without the written consent of theSwingline Lender; (viii) amend, modify or waive any provision ofSections 2.7 to 2.14 without the written consent of the Issuing Lender, or(ix) amend, modify or waive any Loan Document so as to alter the ratabletreatment of the Borrower Hedge Agreement Obligations (as defined in theGuarantee and Collateral Agreement) and the Borrower Credit AgreementObligations in a manner adverse to any Qualified Counterparty with Obligationsthen outstanding without the written consent of any such QualifiedCounterparty.  Any such waiver and anysuch amendment, supplement or modification shall apply equally to each of theLenders and shall be binding upon the Loan Parties, the Lenders, the Agents andall future holders of the Loans.  In thecase of any waiver, the Loan Parties, the Lenders and the Agents shall berestored to their former position and rights hereunder and under the other LoanDocuments, and any Default or Event of Default waived shall be deemed to becured and not continuing; but no such waiver shall extend to any subsequent orother Default or Event of Default, or impair any right consequent thereon.

10.2.        Notices.  All notices, requests and demands to or uponthe respective parties hereto to be effective shall be in writing (including bytelecopy), and, unless otherwise

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expressly providedherein, shall be deemed to have been duly given or made when delivered, orthree Business Days after being deposited in the mail, postage prepaid, or, inthe case of telecopy notice, when received, addressed as follows in the case ofthe Borrower and the Agents, and as set forth in an administrativequestionnaire delivered to the Administrative Agent in the case of the Lenders,or to such other address as may be hereafter notified by the respective partieshereto:
| The Borrower:             | CKX, Inc.  650 Madison Avenue, 16th Floor  New York, New York 10022  Attention: General Counsel  Telecopy: (212) 753-3188  Telephone: (212) 407-9101                              |
|---------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |                                                                                                                                                                              |
| with a copy to:           | Paul, Hastings, Janofsky & Walker LLP  75 East 55th Street  New York, New York 10022  Attention: William Schwitter, Esq.  Telecopy: (212) 230-7834  Telephone: (212) 318-6400 |
|                      |                                                                                                                                                                              |
| The Administrative Agent: | Bear Stearns Corporate Lending Inc.  383 Madison Avenue  New York, New York 10179  Attention: Kevin Cullen  Telecopy: (212) 272-9184  Telephone: (212) 272-5724                   |
|                      |                                                                                                                                                                              |
| with a copy to:           | Latham & Watkins LLP  885 Third Avenue, Suite 1000  New York, New York 10022  Attention: Michèle Penzer, Esq.  Telecopy: (212) 751-4864  Telephone: (212) 906-1245       |
|                      |                                                                                                                                                                              |
| The Syndication Agents:   | UBS Loan Finance  677 Washington Boulevard, 6th Floor South  Stamford, Connecticut 06901  Attention: Deborah Porter  Telecopy: 203-719-3888  Telephone: 203-719-6391         |
|                      |                                                                                                                                                                              |
|                      | The Bank of New York  One Wall Street, 16th Floor  New York, New York 10019  Attention: Ellie Mai  Telecopy: 212-635-8679                                                    |

 

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|                           | Telephone: 212-635-8737                                                                                                                                                          |
|---------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |                                                                                                                                                                             |
| The Documentation Agents: | Lehman Brothers Loan Portfolio Group  745 7th Avenue, 5th Floor  New York, New York 10019  Attention: Craig J. Malloy  Telecopy: 646-785-4617  Telephone: 212-526-7150 |
|                      |                                                                                                                                                                             |
|                      | Credit Suisse  One Madison Avenue  New York, NY 10010  Attention: Ed Markowski  Telecopy:(212) 538-6851  Telephone: (212) 538-3380                                               |

 

provided that any notice, request ordemand to or upon any Agent, the Issuing Lender or the Lenders shall not beeffective until received.

Notices and other communications to the Lendershereunder may be delivered or furnished by electronic communications pursuantto procedures approved by the Administrative Agent; provided that theforegoing shall not apply to notices pursuant to Section 2 unless otherwiseagreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may,in its discretion, agree to accept notices and other communications to ithereunder by electronic communications pursuant to procedures approved by it; providedthat approval of such procedures may be limited to particular notices orcommunications.

10.3.        NoWaiver; Cumulative Remedies.  Nofailure to exercise and no delay in exercising, on the part of any Agent or anyLender, any right, remedy, power or privilege hereunder or under the other LoanDocuments shall operate as a waiver thereof; nor shall any single or partialexercise of any right, remedy, power or privilege hereunder preclude any otheror further exercise thereof or the exercise of any other right, remedy, poweror privilege.  The rights, remedies,powers and privileges herein provided are cumulative and not exclusive of anyrights, remedies, powers and privileges provided by law.

10.4.        Survivalof Representations and Warranties. All representations and warranties made hereunder, in the other LoanDocuments and in any document, certificate or statement delivered pursuanthereto or in connection herewith shall survive the execution and delivery ofthis Agreement and the making of the Loans and other extensions of credithereunder.

10.5.        Paymentof Expenses and Taxes.  The Borroweragrees (a) to pay or reimburse each Agent for all of its reasonable out-of-pocketcosts and expenses incurred in connection with the development, preparation andexecution of, and any amendment, supplement or modification to, this Agreementand the other Loan Documents and any other documents prepared in connectionherewith or therewith, and the consummation and administration of thetransactions contemplated hereby and thereby, including the reasonable fees anddisbursements of a single New York counsel to such Agent (and appropriate localor special counsel), the

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reasonable fees anddisbursements of audit and accounting professionals and filing and recording feesand expenses (and excluding corporate overhead and other non out-of-pocketexpenses), with statements with respect to the foregoing to be submitted to theBorrower prior to the Closing Date (in the case of amounts to be paid on theClosing Date) and from time to time thereafter on a monthly basis or such otherperiodic basis as such Agent shall deem appropriate, (b) to pay orreimburse each Lender and Agent for all its costs and expenses incurred inconnection with the enforcement or preservation of any rights under thisAgreement, the other Loan Documents and any such other documents, including thefees and disbursements of a single New York counsel to each Lender and Agent(and appropriate local or special counsel) and the fees and disbursements of auditand accounting professionals (and excluding corporate overhead and other nonout-of-pocket expenses), (c) to pay, indemnify, and hold each Lender andAgent harmless from, any and all recording and filing fees and any and allliabilities with respect to, or resulting from any delay in paying, stamp,excise and other taxes, if any, that may be payable or determined to be payablein connection with the execution and delivery of, or consummation oradministration of any of the transactions contemplated by, or any amendment,supplement or modification of, or any waiver or consent under or in respect of,this Agreement, the other Loan Documents and any such other documents, and(d) to pay, indemnify, and hold each Lender and Agent and their respectiveofficers, directors, employees, affiliates, agents and controlling persons(each, an “Indemnitee”) harmless from and against any and all otherliabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements of any kind or nature whatsoever withrespect to the execution, delivery, enforcement, performance and administrationof this Agreement, the other Loan Documents (regardless of whether any LoanParty is or is not a party to any such actions or suits) and any such otherdocuments, including any of the foregoing relating to the use of proceeds ofthe Loans or the violation of, noncompliance with or liability under, anyEnvironmental Law applicable to the operations of any Group Member or any ofthe Properties or the Business or the unauthorized use by Persons ofinformation or other materials sent through electronic, telecommunications orother information transmission systems that are intercepted by such Persons andthe reasonable fees and expenses of legal counsel in connection with claims,actions or proceedings by any Indemnitee against any Loan Party under any LoanDocument (all the foregoing in this clause (d), collectively, the “IndemnifiedLiabilities”), provided, that the Borrower shall have no obligationhereunder to any Indemnitee with respect to Indemnified Liabilities to theextent such Indemnified Liabilities are found to have resulted from the grossnegligence or willful misconduct of such Indemnitee.  Without limiting the foregoing, and to theextent permitted by applicable law, the Borrower agrees not to assert and tocause its Subsidiaries not to assert, and hereby waives and agrees to cause itsSubsidiaries to waive, all rights for contribution or any other rights ofrecovery with respect to all claims, demands, penalties, fines, liabilities,violations, settlements, damages, costs and expenses of whatever kind ornature, under or related to Environmental Laws, that any of them might have bystatute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not laterthan 10 days after written demand therefor.  Statements payable by the Borrower pursuantto this Section 10.5 shall be submitted to the General Counsel of theBorrower (Telephone No. (212) 407-9101) (Telecopy No. (212)753-3188), at the address of the Borrower set forth in Section 10.2, or tosuch other Person or address as may be hereafter designated by the Borrower ina written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of theLoans and all other amounts payable hereunder.

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10.6.        Successorsand Assigns; Participations and Assignments.  (a)  The provisions of thisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns permitted hereby (including anyaffiliate of the Issuing Lender that issues any Letter of Credit), except that(i) the Borrower may not assign or otherwise transfer any of its rights orobligations hereunder without the prior written consent of each Lender (and anyattempted assignment or transfer by the Borrower without such consent shall benull and void) and (ii) no Lender may assign or otherwise transfer itsrights or obligations hereunder except in accordance with this Section (and anyattempted assignment or transfer in violation of this Section 10.6 shall benull and void).

### (b)  (i)  Subject to the conditions set forth inparagraph (b)(ii) below, any Lender may assign to one or more assignees(each, an “Assignee”) all or a portion of its rights and obligationsunder this Agreement (including all or a portion of its Commitments and theLoans at the time owing to it) with the prior written consent (such consent notto be unreasonably withheld) of:

(A)          the Borrower, provided that noconsent of the Borrower shall be required for an (x) assignment to aLender, an affiliate of a Lender, an Approved Fund (as defined below) or, if anEvent of Default has occurred and is continuing, any other Person or,(y) any assignment by the Administrative Agent (or its affiliates); and

(B)           the Administrative Agent, providedthat no consent of the Administrative Agent shall be required for an assignmentto an Assignee that is a Lender, an Affiliate of a Lender or an Approved Fundimmediately prior to giving effect to such assignment; and

(C)           in the case of any assignment of aRevolving Commitment, the Issuing Lender and the Swingline Lender.

(ii)  Assignments shall be subject to thefollowing additional conditions:

(A)          except in the case of an assignment toa Lender, an affiliate of a Lender or an Approved Fund or an assignment of theentire remaining amount of the assigning Lender’s Commitments or Loans, theamount of the Commitments or Loans of the assigning Lender subject to each suchassignment (determined as of the date the Assignment and Assumption withrespect to such assignment is delivered to the Administrative Agent) shall notbe less than $1,000,000 unless each of the Borrower and the AdministrativeAgent otherwise consent, provided that (1) no such consent of theBorrower shall be required if an Event of Default has occurred and iscontinuing and (2) such amounts shall be aggregated in respect of eachLender and its affiliates or Approved Funds, if any;

(B)           the parties to each assignment shallexecute and deliver to the Administrative Agent an Assignment and Assumption,together with a processing and recordation fee of $3,500;

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(C)           the Assignee, if it shall not be aLender, shall deliver to the Administrative Agent an administrative questionnaire;

(D)          in the case of an assignment to a CLO(as defined below), the assigning Lender shall retain the sole right to approveany amendment, modification or waiver of any provision of this Agreement andthe other Loan Documents, provided that the Assignment and Assumption betweensuch Lender and such CLO may provide that such Lender will not, without theconsent of such CLO, agree to any amendment, modification or waiver that(1) requires the consent of each Lender directly affected thereby pursuantto the proviso to the second sentence of Section 10.1 and(2) directly affects such CLO; and

(E)           at any time prior to the date that issix months after the Closing Date, after giving effect to any such assignment,an assigning Lender that was a Lender as of the Closing Date shall (togetherwith its affiliates) retain Revolving Commitments and/or Revolving Extensionsof Credit representing, in the aggregate, not less than 67% of the RevolvingCommitments of such Lender and its affiliates as in effect as of the ClosingDate.

For the purposes of this Section, the terms “ApprovedFund” and “CLO” have the following meanings:

“Approved Fund” means (a) a CLO and(b) with respect to any Lender that is a fund which invests in bank loansand similar extensions of credit, any other fund that invests in bank loans andsimilar extensions of credit and is managed by the same investment advisor assuch Lender or by an affiliate of such investment advisor.

“CLO” means any entity (whether a corporation,partnership, trust or otherwise) that is engaged in making, purchasing, holdingor otherwise investing in bank loans and similar extensions of credit in theordinary course of its business and is administered or managed by a Lender oran affiliate of such Lender.

(iii)  Subject to acceptance and recordingthereof pursuant to paragraph (b)(iv) below, from and after the effectivedate specified in each Assignment and Assumption the Assignee thereunder shallbe a party hereto and, to the extent of the interest assigned by such Assignmentand Assumption, have the rights and obligations of a Lender under thisAgreement, and the assigning Lender thereunder shall, to the extent of theinterest assigned by such Assignment and Assumption, be released from itsobligations under this Agreement (and, in the case of an Assignment andAssumption covering all of the assigning Lender’s rights and obligations underthis Agreement, such Lender shall cease to be a party hereto but shall continueto be entitled to the benefits of Sections 3.8, 3.9, 3.10 and 10.5).  An assignee shall not be entitled to thebenefits of Section 3.9 unless such Assignee complies with Sections 3.9(d) and(e).  Any assignment or transfer by aLender of rights or obligations under this Agreement that does not comply withthis Section shall be treated for purposes of this Agreement as a sale by suchLender of a participation in such rights and obligations in accordance withparagraph (c) of this Section.

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(iv)  The Administrative Agent, acting forthis purpose as an agent of the Borrower, shall maintain at one of its officesa copy of each Assignment and Assumption delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitments of,and principal amount and stated interest of the Loans and L/C Obligations owingto, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall beconclusive, and the Borrower, the Administrative Agent, the Issuing Lender andthe Lenders may treat each Person whose name is recorded in the Registerpursuant to the terms hereof as a Lender hereunder for all purposes of thisAgreement, notwithstanding notice to the contrary.  The Register shall be available for inspectionby the Borrower, the Issuing Lender and any Lender, at any reasonable time andfrom time to time upon reasonable prior notice.

(v)  Upon its receipt of a duly completedAssignment and Assumption executed by an assigning Lender and an Assignee, theAssignee’s completed administrative questionnaire (unless the Assignee shallalready be a Lender hereunder), the processing and recordation fee referred toin paragraph (b) of this Section and any written consent to suchassignment required by paragraph (b) of this Section, the Administrative Agentshall accept such Assignment and Assumption and record the informationcontained therein in the Register.  Noassignment shall be effective for purposes of this Agreement unless it has beenrecorded in the Register as provided in this paragraph.

### (c)  (i)  Any Lender may, without the consent ofthe Borrower or the Administrative Agent, sell participations to one or morebanks or other entities (a “Participant”) in all or a portion of suchLender’s rights and obligations under this Agreement (including all or aportion of its Commitments and the Loans owing to it); provided that(A) such Lender’s obligations under this Agreement shall remain unchanged,(B) such Lender shall remain solely responsible to the other partieshereto for the performance of such obligations and (C) the Borrower, theAdministrative Agent, the Issuing Lender and the other Lenders shall continueto deal solely and directly with such Lender in connection with such Lender’srights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participationshall provide that such Lender shall retain the sole right to enforce thisAgreement and to approve any amendment, modification or waiver of any provisionof this Agreement; provided that such agreement may provide that suchLender will not, without the consent of the Participant, agree to anyamendment, modification or waiver that (1) requires the consent of eachLender directly affected thereby pursuant to the proviso to the second sentenceof Section 10.1 and (2) directly affects such Participant.  Subject to paragraph (c)(ii) of thisSection, the Borrower agrees that each Participant shall be entitled to thebenefits of Sections 3.8, 3.9 and 3.10 to the same extent as if it were aLender and had acquired its interest by assignment pursuant toparagraph (b) of this Section.  Tothe extent permitted by law, each Participant also shall be entitled to thebenefits of Section 10.7(b) as though it were a Lender, provided suchParticipant shall be subject to Section 10.7(a) as though it were aLender.

(ii)  A Participant shall not be entitled toreceive any greater payment under Section 3.8 or 3.9 than the applicableLender would have been entitled to receive with respect to the participationsold to such Participant, unless the sale of the participation to suchParticipant is made with the Borrower’s prior written consent.  Any Participant shall not be entitled to thebenefits of Section 3.9 unless such Participant complies withSections 3.9(d) and (e).

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(d)  Any Lender may at any time pledge orassign a security interest in all or any portion of its rights under thisAgreement to secure obligations of such Lender, including any pledge orassignment to secure obligations to a Federal Reserve Bank, and this Section shallnot apply to any such pledge or assignment of a security interest; providedthat no such pledge or assignment of a security interest shall release a Lenderfrom any of its obligations hereunder or substitute any such pledgee orAssignee for such Lender as a party hereto.

### (e)  The Borrower, upon receipt of written notice from therelevant Lender, agrees to issue Notes to any Lender requiring Notes.

### (f)  Notwithstanding the foregoing, any Conduit Lender mayassign any or all of the Loans it may have funded hereunder to its designatingLender without the consent of the Borrower or the Administrative Agent andwithout regard to the limitations set forth in Section 10.6(a).  Each of the Borrower, each Lender and theAdministrative Agent hereby confirms that it will not institute against aConduit Lender or join any other Person in instituting against a Conduit Lenderany bankruptcy, reorganization, arrangement, insolvency or liquidationproceeding under any state bankruptcy or similar law, for one year and one dayafter the payment in full of the latest maturing commercial paper note issuedby such Conduit Lender; provided, however, that each Lender designatingany Conduit Lender hereby agrees to indemnify, save and hold harmless eachother party hereto for any loss, cost, damage or expense arising out of itsinability to institute such a proceeding against such Conduit Lender duringsuch period of forbearance.

10.7.        Adjustments;Set-off.  (a)  Exceptto the extent that this Agreement expressly provides for payments to beallocated to a particular Lender, if any Lender (a “Benefited Lender”)shall receive any payment of all or part of the Obligations owing to it, orreceive any collateral in respect thereof (whether voluntarily orinvoluntarily, by set-off, pursuant to events or proceedings of thenature referred to in Section 8(f), or otherwise), in a greater proportionthan any such payment to or collateral received by any other Lender, if any, inrespect of the Obligations owing to such other Lender, such Benefited Lendershall purchase for cash from the other Lenders a participating interest in suchportion of the Obligations owing to each such other Lender, or shall providesuch other Lenders with the benefits of any such collateral, as shall benecessary to cause such Benefited Lender to share the excess payment orbenefits of such collateral ratably with each of the Lenders; provided,however, that if all or any portion of such excess payment or benefits isthereafter recovered from such Benefited Lender, such purchase shall berescinded, and the purchase price and benefits returned, to the extent of suchrecovery, but without interest.

### (b)  In addition to any rights and remedies of the Lendersprovided by law, each Lender shall have the right, without prior notice to theBorrower, any such notice being expressly waived by the Borrower to the extentpermitted by applicable law, upon any amount becoming due and payable by theBorrower hereunder (whether at the stated maturity, by acceleration orotherwise), to set off and appropriate and apply against such amount any andall deposits (general or special, time or demand, provisional or final), in anycurrency, and any other credits, indebtedness or claims, in any currency, ineach case whether direct or indirect, absolute or contingent, matured orunmatured, at any time held or owing by such Lender or any branch or agencythereof to or for the credit or the account of the Borrower, as the case maybe.  Each

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### Lender agrees promptly to notify the Borrower and the AdministrativeAgent after any such setoff and application made by such Lender, providedthat the failure to give such notice shall not affect the validity of suchsetoff and application.

10.8.        Counterparts.  This Agreement may be executed by one or moreof the parties to this Agreement on any number of separate counterparts, andall of said counterparts taken together shall be deemed to constitute one andthe same instrument.  Delivery of anexecuted signature page of this Agreement by facsimile transmission shall beeffective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signedby all the parties shall be lodged with the Borrower and the AdministrativeAgent.

10.9.        Severability.  Any provision of this Agreement that isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

10.10.      Integration.  This Agreement and the other Loan Documentsrepresent the entire agreement of the Borrower, the Agents and the Lenders withrespect to the subject matter hereof and thereof, and there are no promises,undertakings, representations or warranties by any Agent or any Lender relativeto the subject matter hereof not expressly set forth or referred to herein orin the other Loan Documents.

10.11.      **GOVERNINGLAW****.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.**

10.12.      SubmissionTo Jurisdiction; Waivers.  TheBorrower hereby irrevocably and unconditionally:

###### (a)   submits for itself and its property in anylegal action or proceeding relating to this Agreement and the other LoanDocuments to which it is a party, or for recognition and enforcement of any judgmentin respect thereof, to the non-exclusive general jurisdiction of thecourts of the State of New York, the courts of the United States forthe Southern District of New York, and appellate courts from any thereof;

###### (b)   consents that any such action or proceedingmay be brought in such courts and waives any objection that it may now orhereafter have to the venue of any such action or proceeding in any such courtor that such action or proceeding was brought in an inconvenient court andagrees not to plead or claim the same;

###### (c)   agrees that service of process in any suchaction or proceeding may be effected by mailing a copy thereof by registered orcertified mail (or any substantially similar form of mail), postage prepaid, tothe Borrower, as the case may be at its address set forth in Section 10.2or at such other address of which the Administrative Agent shall have beennotified pursuant thereto;

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###### (d)   agrees that nothing herein shall affect theright to effect service of process in any other manner permitted by law orshall limit the right to sue in any other jurisdiction; and

###### (e)   waives, to the maximum extent not prohibitedby law, any right it may have to claim or recover in any legal action orproceeding referred to in this Section any special, exemplary, punitive orconsequential damages.

10.13.      Acknowledgments.  The Borrower hereby acknowledges that:

###### (a)   it has been advised by counsel in thenegotiation, execution and delivery of this Agreement and the other LoanDocuments;

###### (b)   no Agent or Lender has any fiduciaryrelationship with or duty to the Borrower arising out of or in connection withthis Agreement or any of the other Loan Documents, and the relationship betweenthe Agents and Lenders, on one hand, and the Borrower, on the other hand, in connectionherewith or therewith is solely that of debtor and creditor; and

###### (c)   no joint venture is created hereby or by theother Loan Documents or otherwise exists by virtue of the transactionscontemplated hereby among the Lenders or among the Borrower and the Lenders.

10.14.      Releasesof Guarantees and Liens. (a)  Notwithstanding anything to the contrary contained hereinor in any other Loan Document, the Administrative Agent is hereby irrevocablyauthorized by each Secured Party (without requirement of notice to or consentof any Secured Party except as expressly required by Section 10.1) to takeany action requested by the Borrower having the effect of releasing anyCollateral or guarantee obligations (i) to the extent necessary to permitconsummation of any transaction not prohibited by any Loan Document or that hasbeen consented to in accordance with Section 10.1 or (ii) under thecircumstances described in paragraph (b) below.

### (b)  At such time as the Loans, the Reimbursement Obligationsand the other obligations under the Loan Documents (other than obligationsunder or in respect of Hedge Agreements) shall have been paid in full, theCommitments have been terminated and no Letters of Credit shall be outstanding and the net termination liability under orin respect of Specified Hedge Agreements at such time shall have been cashcollateralized or paid in full, the Collateral shall be released fromthe Liens created by the Security Documents, and the Security Documents and allobligations (other than those expressly stated to survive such termination) ofthe Administrative Agent and each Loan Party under the Security Documents shallterminate, all without delivery of any instrument or performance of any act byany Person and the Administrative Agent agrees (at the sole cost and expense ofthe Borrower) to take such actions as may reasonably be requested by theBorrower to evidence such release and termination.

10.15.      Confidentiality.  Each Agent and each Lender agrees to keepconfidential all non-public information provided to it by any Loan Partypursuant to or in connection with this Agreement that is designated by suchLoan Party as confidential; provided that nothing herein shall prevent anyAgent or any Lender from disclosing any such information (a) to any Agent,

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### any other Lender or any Lender’s Affiliate, (b) subject to anagreement to comply with the provisions of this Section, to any actual orprospective Transferee or any direct or indirect counterparty to any HedgeAgreement (or any professional advisor to such counterparty), (c) to itsemployees, directors, agents, attorneys, accountants, auditors (includingindependent auditors) and other professional advisors or those of any of itsaffiliates, (d) upon the request or demand of any Governmental Authority,(e) in response to any order of any court or other Governmental Authorityor as may otherwise be required pursuant to any Requirement of Law, (f) ifrequired to do so in connection with any litigation or similar proceeding,(g) that has been publicly disclosed, (h) to the National Associationof Insurance Commissioners or any similar organization or any nationallyrecognized rating agency that requires access to information about a Lender’sinvestment portfolio in connection with ratings issued with respect to suchLender, or (i) in connection with the exercise of any remedy hereunder orunder any other Loan Document.

10.16.      **WAIVERSOF JURY TRIAL****.  THE BORROWER, THE AGENTS AND THE LENDERSHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTIONOR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANYCOUNTERCLAIM THEREIN.**

10.17.      Deliveryof Addenda.  Each initial Lendershall become a party to this Agreement by delivering to the AdministrativeAgent an Addendum duly executed by such Lender.

10.18.      USAPATRIOT Act.  Each Lender herebynotifies the Borrower that pursuant to the requirements of the USA PATRIOT Act(Title III of Publ. L. 107-56 (signed into law October 26, 2001)), (the “PatriotAct”), it is required to obtain, verify and record information thatidentifies the Borrower, which information includes the name and address of theBorrower and other information that will allow such Lender to identify theBorrower in accordance with the Patriot Act. The Borrower shall, promptly upon the reasonable request of theAdministrative Agent or any Lender, provide all documentation and otherinformation reasonably requested in order to comply with their respectiveongoing obligations under applicable “know your customers” and anti-moneylaundering rules and regulations, including the Patriot Act.

[*Remainder of this pageintentionally left blank*]

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be duly executed and delivered by their proper and dulyauthorized officers as of the day and year first above written.
|        | CKX, INC.                                                                                   |
|--------|---------------------------------------------------------------------------------------------|
|   |                                                                                        |
|   |                                                                                        |
|   | By:                                                                                         | /s/ THOMAS BENSON |
|   |                                                                                        | Name: | Thomas P. Benson |
|   |                                                                                        | Title: | Executive Vice President, Chief Financial Officer  and Treasurer |
|   |                                                                                        |
|   |                                                                                        |
|   |                                                                                        |
|   | BEAR, STEARNS & CO. INC., as Exclusive  Advisor, Sole Lead Arranger and Sole Bookrunner |
|   |                                                                                        |
|   |                                                                                        |
|   | By:                                                                                         | /s/ KEITH C. BARNISH |
|   |                                                                                        | Name: | Keith C. Barnish |
|   |                                                                                        | Title: | Senior Managing Director |
|   |                                                                                        |
|   |                                                                                        |
|   |                                                                                        |
|   | BEAR STEARNS CORPORATE LENDING INC.,  as Administrative Agent and as a Lender               |
|   |                                                                                        |
|   |                                                                                        |
|   | By:                                                                                         | /s/ Victor Bulzacchelli |
|   |                                                                                        | Name: | Victor F. Bulzacchelli |
|   |                                                                                        | Title: | Vice President |

 

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|        |                                                           |
|--------|----------------------------------------------------------------|
|   | THE BANK OF NEW YORK,  as Co-Syndication Agent and as a Lender |
|   |                                                           |
|   |                                                           |
|   | By:                                                            | /s/ Mehrasa  Raygani |
|   |                                                           | Name: | Mehrasa Raygani |
|   |                                                           | Title: | Vice President |

 

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|        | CREDIT SUISSE, CAYMAN ISLANDS BRANCH  as Co-Documentation Agent and as a Lender |
|--------|---------------------------------------------------------------------------------|
|   |                                                                            |
|   |                                                                            |
|   | By:                                                                             | /s/ DOREEN BARR    /s/ MIKAIL  FAYBUSOVICH |
|   |                                                                            | Name: | Doreen Barr/Mikail Faybusovich |
|   |                                                                            | Title: | Vice President/Associate |

 

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|        | LEHMAN COMMERCIAL PAPER, INC.,  as Co-Documentation Agent and as a Lender |
|--------|---------------------------------------------------------------------------|
|   |                                                                      |
|   |                                                                      |
|   | By:                                                                       | /s/ CRAIG MALLOY |
|   |                                                                      | Name: | Craig Malloy |
|   |                                                                      | Title: | Authorized Signatory |

 

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|        | UBS SECURITIES LLC,  as Co-Syndication Agent |
|--------|----------------------------------------------|
|   |                                         |
|   |                                         |
|   | By:                                          | /s/ DANIEL W. LADD III |
|   |                                         | Name: | Daniel W. Ladd III |
|   |                                         | Title: | Managing Director |
|   |                                         |
|   |                                         |
|   | By:                                          | /s/ Francisco  Pinto-Leite |
|   |                                         | Name: | Francisco Pinto-Leite |
|   |                                         | Title: | Executive Director and Counsel Region Americas Legal |
|   |                                         |
|   |                                         |
|   |                                         |
|   | UBS LOAN FINANCE LLC,  as a Lender           |
|   |                                              |
|   |                                         |
|   | By:                                          | /s/ Richard  TaVrow |
|   |                                         | Name: | Richard L. Tavrow |
|   |                                         | Title: | Director |
|   |                                         |
|   |                                         |
|   | By:                                          | /s/ IRJA R. OTSA |
|   |                                         | Name: | Irja R. Otsa |
|   |                                         | Title: | Associate Director |

 

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Annex A

PRICING GRID FOR REVOLVING LOANS AND SWINGLINE LOANS

| Pricing Level | Applicable Margin  for Eurodollar Loans | Applicable Margin for Base  Rate Loans |
|---------------|-----------------------------------------|----------------------------------------|
| I             | 150                                     | 50                                     |
| II            | 175                                     | 75                                     |
| III           | 200                                     | 100                                    |
| IV            | 225                                     | 125                                    |

 

The Applicable Margin for Revolving Loans andSwingline Loans shall be adjusted on and after the first Adjustment Date (asdefined below) occurring after the Closing Date, based on changes in theConsolidated Leverage Ratio, with such adjustments to become effective on thedate (the “Adjustment Date”) that is three Business Days after the dateon which (i) the relevant financial statements are delivered to the Lenderspursuant to Section 6.1 or (ii) the Borrower delivers evidence of theConsolidated Leverage Ratio in connection with any Permitted Acquisition orPermitted Joint Venture (or similar transaction as to which the Borrower isseeking an approval or modification from the Required Lenders) and, in eithercase, to remain in effect until the next adjustment to be effected pursuant tothis paragraph.  If any financialstatements referred to above are not delivered within the time periodsspecified in Section 6.1, then, until the date that is three Business Daysafter the date on which such financial statements are delivered, the highestrate set forth in each column of the Pricing Grid shall apply.  On each Adjustment Date, the ApplicableMargin for Revolving Loans and Swingline Loans shall be adjusted to be equal tothe Applicable Margins opposite the Pricing Level determined to exist on suchAdjustment Date from the financial statements or other information relating tosuch Adjustment Date.

As used herein, the following rules shall govern thedetermination of Pricing Levels on each Adjustment Date:

“Pricing Level I” shall exist on an AdjustmentDate if the Consolidated Leverage Ratio for the relevant period is less than3.00 to 1.00.

“Pricing Level II” shall exist on an AdjustmentDate if the Consolidated Leverage Ratio for the relevant period is less than3.50 to 1.00 but greater than or equal to 3.00 to 1.00.

“Pricing Level III” shall exist on anAdjustment Date if the Consolidated Leverage Ratio for the relevant period isless than 4.00 to 1.00 but greater than or equal to 3.50 to 1.00.

----

“Pricing Level IV” shall exist on an AdjustmentDate if the Consolidated Leverage Ratio for the relevant period is greater thanor equal to 4.00 to 1.00.

----

**EXHIBIT A**

**FORM OF ADDENDUM**

Reference is made to the Revolving Credit Agreement,dated as of  May 24, 2006 (as amended,supplemented or otherwise modified from time to time, the “Credit Agreement”),among CKX, Inc., a Delaware corporation (the “Borrower”), the severalbanks and other financial institutions or entities from time to time parties tothe Credit Agreement as lenders (the “Lenders”), Bear, Stearns & Co.Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), andBear Stearns Corporate Lending Inc., as administrative agent (in such capacity,the “Administrative Agent”). Terms defined in the Credit Agreement and not otherwise defined hereinare used herein with the meanings so defined.

Upon execution and delivery of this Lender Addendum bythe parties hereto as provided in Section 10.17 of the Credit Agreement, theundersigned hereby becomes a Lender thereunder having the Commitments set forthin Schedule 1 hereto, effective as of the Closing Date.

THIS LENDER ADDENDUM SHALL BE GOVERNED BY, ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.

This Lender Addendum may be executed by one or more ofthe parties hereto on any number of separate counterparts, and all of saidcounterparts taken together shall be deemed to constitute one and the sameinstrument.  Delivery of an executedsignature page hereof by facsimile transmission shall be effective as deliveryof a manually executed counterpart hereof.

IN WITNESS WHEREOF, the parties hereto have causedthis Lender Addendum to be duly executed and delivered by their proper and dulyauthorized officers as of this     day of                      ,20    .
|   | [NAME OF LENDER] |
|--------|------------------|
|   |             |
|   |             |
|   | By:              |   |
|   |             | Name: |
|   |             | Title: |

 

A-1

----

 

Schedule 1

COMMITMENTS AND NOTICE ADDRESS
| 1.     |   | Name of Lender: |   |   |
|--------|--------|-----------------|--------|--------|
|   |   |            |   |   |
|   |   | Notice Address: |   |   |
|   |   |            |   |   |
|   |   |            |   |   |
|   |   |            |   |   |
|   |   |            |   |   |
|   |   | Attention:      |   |   |
|   |   |            |   |   |
|   |   | Telephone:      |   |   |
|   |   |            |   |   |
|   |   | Facsimile:      |   |   |
|   |   |            |   |   |
| 2.     |   | Commitment:     |   |   |

 

A-2

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**EXHIBIT B**

**FORM OF ASSIGNMENT AND ASSUMPTION**

Reference is made to the Revolving Credit Agreement,dated as of  May 24, 2006 (as amended,supplemented or otherwise modified from time to time, the “Credit Agreement”),among CKX, Inc., a Delaware corporation (the “Borrower”), the severalbanks and other financial institutions or entities from time to time parties tothe Credit Agreement as lenders (the “Lenders”), Bear, Stearns & Co.Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), andBear Stearns Corporate Lending Inc., as administrative agent (in such capacity,the “Administrative Agent”). Terms defined in the Credit Agreement and not otherwise defined hereinare used herein with the meanings so defined.

Terms defined in the Credit Agreement and nototherwise defined herein are used herein with the meanings so defined.

1.     The Assignor identified on Schedule lhereto (the “Assignor”) and the Assignee identified on Schedule l hereto(the “Assignee”) agree as follows:

2.     The Assignor hereby irrevocably sells andassigns to the Assignee without recourse to the Assignor, and the Assigneehereby irrevocably purchases and assumes from the Assignor without recourse tothe Assignor, as of the Effective Date (as defined below), the interest describedin Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’srights and obligations under the Credit Agreement with respect to the Loans,Letters of Credit and Commitments, in the amount as set forth on Schedule 1hereto.

3.     The Assignor (a) makes no representation orwarranty and assumes no responsibility with respect to any statements,warranties or representations made in or in connection with the CreditAgreement or with respect to the execution, legality, validity, enforceability,genuineness, sufficiency or value of the Credit Agreement, any other LoanDocument or any other instrument or document furnished pursuant thereto, otherthan that the Assignor has not created any adverse claim upon the interestbeing assigned by it hereunder and that such interest is free and clear of anysuch adverse claim; (b) makes no representation or warranty and assumes noresponsibility with respect to the financial condition of the Borrower, any ofits Subsidiaries or any other obligor or the performance or observance by theBorrower, any of its Subsidiaries or any other obligor of any of theirrespective obligations under the Credit Agreement or any other Loan Document orany other instrument or document furnished pursuant hereto or thereto; and (c) attachesany Notes held by it evidencing the Assigned Interest and (i) requests that theAdministrative Agent, upon request by the Assignee, exchange the attached Notesfor a new Note or Notes payable to the Assignee and (ii) if the Assignorhas retained any interest in the Loans, Letters of Credit and Commitments,requests that the Administrative Agent exchange the attached Notes for a newNote or Notes payable to the Assignor, in each case in amounts which reflectthe assignment being made hereby (and after giving effect to any otherassignments which have become effective on the Effective Date).

4.     The Assignee (a) represents and warrantsthat it is legally authorized to enter into this Assignment and Assumption; (b)confirms that it has received a copy of the Credit

B-1

----

 

Agreement, together withcopies of the financial statements delivered pursuant to Section 5.1 andSection 6.1 thereof and such other documents and information as it has deemedappropriate to make its own credit analysis and decision to enter into thisAssignment and Assumption; (c) agrees that it will, independently and withoutreliance upon the Assignor, the Agents or any other Lender and based on suchdocuments and information as it shall deem appropriate at the time, continue tomake its own credit decisions in taking or not taking action under the CreditAgreement, the other Loan Documents or any other instrument or documentfurnished pursuant hereto or thereto; (d) appoints and authorizes the Agents totake such action as agent on its behalf and to exercise such powers anddiscretion under the Credit Agreement, the other Loan Documents or any otherinstrument or document furnished pursuant hereto or thereto as are delegated tothe Agents by the terms thereof, together with such powers as are incidentalthereto; and (e) agrees that it will be bound by the provisions of the CreditAgreement and will perform in accordance with its terms all the obligationswhich by the terms of the Credit Agreement are required to be performed by itas a Lender including, if it is organized under the laws of a jurisdictionoutside the United States, its obligation pursuant to subsection 3.10(d) of theCredit Agreement.

5.     The effective date of this Assignment andAssumption shall be the Effective Date of Assignment described in Schedule 1hereto (the “Effective Date”). Following the execution of this Assignment and Assumption, it will bedelivered to the Administrative Agent for acceptance by it and recording by theAdministrative Agent pursuant to the Credit Agreement, effective as of theEffective Date (which shall not, unless otherwise agreed to by theAdministrative Agent, be earlier than five Business Days after the date of suchacceptance and recording by the Administrative Agent).

6.     Upon such acceptance and recording, fromand after the Effective Date, the Administrative Agent shall make all paymentsin respect of the Assigned Interest (including payments of principal, interest,fees and other amounts) to the Assignor for amounts which have accrued to theEffective Date and to the Assignee for amounts which have accrued subsequent tothe Effective Date.

7.     From and after the Effective Date, (a) theAssignee shall be a party to the Credit Agreement and, to the extent providedin this Assignment and Assumption, have the rights and obligations of a Lenderthereunder and under the other Loan Documents and shall be bound by theprovisions thereof and (b) the Assignor shall, to the extent provided in thisAssignment and Assumption, relinquish its rights and be released from itsobligations under the Credit Agreement.

This Assignment and Assumption shall be governed byand construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have causedthis Assignment and Assumption to be executed as of the date first abovewritten by their respective duly authorized officers on Schedule 1 hereto.

B-2

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SCHEDULE 1

TO ASSIGNMENT AND ASSUMPTION

Name ofAssignor:                                             

Name of Assignee:                                             

Effective Date of Assignment:                           
| Amount of Loans and Letters  of Credit  Assigned                                                                                | ** ** | **Commitment Percentage Assigned(1)**                                            |
|---------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------|
|                                                                                                                            |       |                                                                             |
| $                      |       |        .      % |

 
|                     |   |                |   |
|---------------------|--------|---------------------|--------|
| [Name of  Assignee] |   | [Name of  Assignor] |
|                |   |                |
| By:                 |   |                |   | By: |   |   |
|                |   |                |
| Title:              |   | Title:              |
|                     |        |                     |        |  |  |  |  |

 

----

(1)             Calculatethe Commitment Percentage that is assigned to at least 15 decimal places andshow as a percentage of the aggregate commitments of all Lenders.

B-3

----

 
| Accepted:                                                     |   | [Consented To:                                                 |
|---------------------------------------------------------------|--------|----------------------------------------------------------------|
| BEAR STEARNS CORPORATE LENDING  INC., as Administrative Agent |   | [CKX, INC.                                                     |
|                                                          |   |                                                           |
|                                                          |   |                                                           |
|                                                          |   |                                                           |
| By:                                                           |   |                                                           | By: |   |   |
|                                                          | Title: |                                                           |   | Title: ] |
|                                                          |   |                                                           |
|                                                          |   | [BEAR STEARNS CORPORATE LENDING  INC., as Administrative Agent |
|                                                          |   |                                                           |
|                                                          |   |                                                           |
|                                                          |   | By:                                                            |   |   |
|                                                          |   |                                                           | Title: ] |

 

B-4

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**EXHIBIT C**

**FORM OF COMPLIANCE CERTIFICATE**

This Compliance Certificate is delivered to youpursuant to Section 6.2(b) of the Revolving Credit Agreement, dated as of  May 24, 2006 (as amended, supplemented orotherwise modified from time to time, the “Credit Agreement”), amongCKX, Inc., a Delaware corporation (the “Borrower”), the several banksand other financial institutions or entities from time to time parties to theCredit Agreement as lenders (the “Lenders”), Bear, Stearns & Co.Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), andBear Stearns Corporate Lending Inc., as administrative agent (in such capacity,the “Administrative Agent”). Terms defined in the Credit Agreement and not otherwise defined hereinare used herein with the meanings so defined.

Terms defined in the Credit Agreement and nototherwise defined herein are used herein with the meanings so defined.

1.             Iam the duly elected, qualified and acting [Chief Financial Officer] of theBorrower.

2.             Ihave reviewed and am familiar with the contents of this Certificate.

3.             Ihave reviewed the terms of the Credit Agreement and the other Loan Documentsand have made or caused to be made under my supervision, a review in reasonabledetail of the transactions and condition of the Borrower during the accountingperiod covered by the financial statements attached hereto as Attachment 1(the “Financial Statements”). Such review did not disclose the existence during or at the end of theaccounting period covered by the Financial Statements, and I have no knowledgeof the existence, as of the date of this Certificate, of any condition or eventwhich constitutes a Default or Event of Default [, except as set forth below].

4.             Attachedhereto as Attachment 2 are the computations showing compliance with thecovenants set forth in Sections 7.1(a) and 7.1(b) of the Credit Agreement.

IN WITNESS WHEREOF, I execute this Certificate onbehalf of the Borrower this [    ] day of [        ],[      ].
|   | CKX, INC. |
|--------|-----------|
|   |      |
|   |      |
|   | By:       |   |   |
|   |      | Title: |

 

C-1

----

**EXHIBIT D-1**

 

**FORM OF GUARANTY AND COLLATERAL AGREEMENT**

----

**EXHIBIT D-2**

 

**FORM OF UK CHARGE OVER SHARES**

D-1

----

**EXHIBIT E**

 

**[RESERVED]**

E-1

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**EXHIBIT F**

**FORM OFPREPAYMENT OPTION NOTICE**

Attention of [          ]

Telecopy No. [          ]

[Date]

Ladies and Gentlemen:

The undersigned,Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity,the “Administrative Agent”) for the Lenders, refers to the CreditAgreement, dated as of May 24, 2006 (as amended, supplemented or otherwisemodified from time to time, the “Credit Agreement”), among theAdministrative Agent, CKX, Inc., a Delaware corporation (the “Borrower”),the several banks, financial institutions or entities from time to time partiesto the Credit Agreement (the “Lenders”), and Bear, Stearns & Co.Inc., as sole lead arranger and sole bookrunner (in such capacity, the “Arranger”).Capitalized terms used herein and not otherwise defined herein shall have themeanings assigned to such terms in the Credit Agreement.  The Administrative Agent hereby gives noticeof an offer of prepayment made by the Borrower pursuant to [Section 4.2(d)]of the Credit Agreement of the Tranche [B] [C] Prepayment Amount.  Amounts applied to prepay the Tranche B][C] Term Loans shall be applied pro rata to the Tranche B] [C] Term Loanheld by you.  The portion of theprepayment amount to be allocated to the Tranche B] [C] Term Loan held byyou and the date on which such prepayment will be made to you (should you electto receive such prepayment) are set forth below:
| (A) |   | Total Tranche B] [C] Term Loan Prepayment  Amount                              |   |   |
|-----|--------|-------------------------------------------------------------------------------------|--------|--------|
| (B) |   | Portion of Tranche B] [C] Term Loan Prepayment  Amount to be received by you   |   |   |
| (C) |   | Prepayment Date (10 Business Days after the date of  this Prepayment Option Notice) |   |   |

 

**IFYOU DO NOT WISH TO RECEIVE ALL OF THE TRANCHE B] [C] TERM LOAN PREPAYMENTAMOUNT TO BE ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE INDICATED INPARAGRAPH B) ABOVE**, please sign this notice in the spaceprovided below and indicate the percentage (not exceeding [50%]) of theTranche B] [C] Term Loan Prepayment Amount otherwise payable which you donot wish to receive.  Please return thisnotice as so completed via telecopy to the attention of [                                   ]at                                           ,no later than [10:00] .m., New York City time, on thePrepayment Date, at Telecopy No. [                                   ].  **IF YOU DONOT RETURN THIS NOTICE, YOU WILL RECEIVE 100% OF THE TRANCHE [B] [C]**

F-1

----

 

**TERMLOAN PREPAYMENT ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE.**
|   | BEAR STEARNS CORPORATE LENDING INC, |
|--------|-------------------------------------|
|   | as Administrative Agent             |
|   |                                |
|   |                                |
|   | By:                                 |   |   |
|   |                                | Name: |
|   |                                | Title: |
|   |                                |
|   |                                | , |
|   | as Lender                           |
|   |                                |
|   |                                |
|   | By:                                 |   |   |
|   |                                | Name: |
|   |                                | Title: |

 

Percentage of Tranche [B] [C]Prepayment AmountDeclined:     %

F-2

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**EXHIBIT G**

**FORM OF EXEMPTION CERTIFICATE**

Reference is made to the Revolving Credit Agreement,dated as of  May 24, 2006 (as amended,supplemented or otherwise modified from time to time, the “Credit Agreement”),among CKX, Inc., a Delaware corporation (the “Borrower”), the severalbanks and other financial institutions or entities from time to time parties tothe Credit Agreement as lenders (the “Lenders”), Bear, Stearns & Co.Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), andBear Stearns Corporate Lending Inc., as administrative agent (in such capacity,the “Administrative Agent”). Terms defined in the Credit Agreement andnot otherwise defined herein are used herein with the meanings so defined.  [                                 ](the “Non-U.S. Lender”) is providing this certificate pursuant tosubsection 3.10(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

I.                                         TheNon-U.S. Lender is the sole record and beneficial owner of the Loans, Lettersof Credit and Commitments or the obligations evidenced by Note(s) in respect ofwhich it is providing this certificate.

II.                                     TheNon-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of theInternal Revenue Code of 1986, as amended (the “Code”).  In this regard, the Non-U.S. Lender furtherrepresents and warrants that:

(a)                                  theNon-U.S. Lender is not subject to regulatory or other legal requirements as abank in any jurisdiction; and

(b)                                 theNon-U.S. Lender has not been treated as a bank for purposes of any tax,securities law or other filing or submission made to any GovernmentalAuthority, any application made to a rating agency or qualification for anyexemption from tax, securities law or other legal requirements.

III.                                 TheNon-U.S. Lender is not a 10-percent shareholder of the Borrower within themeaning of Section 881(c)(3)(B) of the Code.

IV.                                 TheNon-U.S. Lender is not a controlled foreign corporation receiving interest froma related person within the meaning of Section 881(c)(3)(C) of the Code.

G-1

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IN WITNESS WHEREOF, the undersigned has duly executedthis certificate.
|                                                                                                                                      | [NAME OF NON-U.S. LENDER] |
|--------------------------------------------------------------------------------------------------------------------------------------|---------------------------|
|                                                                                                                                 |                      |
|                                                                                                                                 |                      |
|                                                                                                                                 | By:                       |   |   |
|                                                                                                                                 |                      | Name: |
|                                                                                                                                 |                      | Title: |
|                                                                                                                                 |                      |   |
| Date:                 ,  200     |                      |

 

G-2

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**EXHIBITH-1**

**FORM OFREVOLVING NOTE**

THIS NOTE AND THEOBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITHTHE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW.  TRANSFERS OF THIS NOTE AND THE OBLIGATIONSREPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THEADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
| $                            |   | New York, New York |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|
|                                                                                                                                                                |   | May 24, 2006       |

 

FOR VALUE RECEIVED, the undersigned, CKX, Inc., aDelaware corporation (the “Borrower”), hereby unconditionally promisesto pay                                      (the “Lender”) or its registered assigns at the Funding Office specifiedin the Credit Agreement (as hereinafter defined) in lawful money of theUnited States and in immediately available funds, on the RevolvingTermination Date the principal amount of (a)                DOLLARS($            ),or, if less, (b) the aggregate unpaid principal amount of all RevolvingLoans of the Lender outstanding under the Credit Agreement.  The Borrower further agrees to pay interestin like money at such Funding Office on the unpaid principal amount hereof fromtime to time outstanding at the rates and on the dates specified in Section 4.5of the Credit Agreement.

The holder of this Note is authorized to endorse onthe schedules annexed hereto and made a part hereof or on a continuationthereof which shall be attached hereto and made a part hereof the date, Typeand amount of each Revolving Loan made pursuant to the Credit Agreement and thedate and amount of each payment or prepayment of principal thereof, eachcontinuation thereof, each conversion of all or a portion thereof to anotherType and, in the case of Eurodollar Loans, the length of each Interest Periodwith respect thereto.  Each suchendorsement shall constitute prima facie evidence of the accuracy of theinformation endorsed. The failure to make any such endorsement or any error inany such endorsement shall not affect the obligations of the Borrower inrespect of any Revolving Loan.

This Note (a) is one of the Notes referred to inthe Credit Agreement dated as of May 24, 2006 (as amended, supplemented orotherwise modified from time to time, the “Credit Agreement”), among theBorrower, the Lender, the other banks, financial institutions and otherentities from time to time parties thereto, Bear Stearns Corporate LendingInc., as Administrative Agent, and Bear, Stearns & Co. Inc., as sole leadarranger and sole bookrunner, (b) is subject to the provisions of theCredit Agreement and (c) is subject to optional and mandatory prepayment inwhole or in part as provided in the Credit Agreement.  This Note is secured and guaranteed asprovided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of theproperties and assets in which a security interest has been granted, the natureand extent of the security and the guarantees, the terms and conditions uponwhich the security interests and each guarantee were granted and the rights ofthe holder of this Note in respect thereof.

H-1-1

----

 

Upon the occurrence of any one or more of the Eventsof Default, all principal and all accrued interest then remaining unpaid onthis Note shall become, or may be declared to be, immediately due and payable,all as provided in the Credit Agreement.

All parties now and hereafter liable with respect tothis Note, whether maker, principal, surety, guarantor, endorser or otherwise,hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in theCredit Agreement and used herein shall have the meanings given to them in theCredit Agreement.

**NOTWITHSTANDING ANYTHINGTO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOTBE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION ANDOTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.**

**THIS NOTE SHALL BEGOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK.**
|   | CKX, Inc. |
|--------|-----------|
|   |      |
|   | By:       |   |   |
|   |      | Name: |
|   |      | Title: |

 

H-1-2

----

 

**Schedule A to Revolving Credit Note**

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
| Date                           | ** ** | **Amount of Base Rate  Loans** | ** ** | **Amount Converted to  Base Rate Loans** | ** ** | **Amount of Principal of  Base Rate Loans  Repaid** | ** ** | **Amount of Base Rate  Loans Converted to  Eurodollar Loans** | ** ** | **Unpaid Principal  Balance of Base Rate  Loans** | ** ** | **Notation Made  By** | ** ** |
|--------------------------------|------------|-----------------------------------------------|------------|--------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|----------------------------|------------|
|       |       |                                          |       |                                                         |       |                                                                         |       |                                                                                        |       |                                                                  |       |                       |       |
|       |       |                                          |       |                                                         |       |                                                                         |       |                                                                                        |       |                                                                  |       |                       |       |
|       |       |                                          |       |                                                         |       |                                                                         |       |                                                                                        |       |                                                                  |       |                       |       |
|       |       |                                          |       |                                                         |       |                                                                         |       |                                                                                        |       |                                                                  |       |                       |       |

H-1-3

----

 

**Schedule B to Revolving Credit Note**

LOANS, CONTINUATIONS,CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS
| Date                                       | ** ** | **Amount of  Eurodollar Loans** | ** ** | **Amount  Converted to  Eurodollar Loans** | ** ** | **Interest Period and  Eurodollar Rate  with Respect  Thereto** | ** ** | **Amount of  Principal of  Eurodollar Loans  Repaid** | ** ** | **Amount of  Eurodollar Loans  Converted to Base  Rate Loans** | ** ** | **Unpaid Principal  Balance of  Eurodollar Loans** | ** ** | **Notation Made  By** | ** ** |
|--------------------------------------------|------------|-------------------------------------------|------------|------------------------------------------------------|------------|-------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|----------------------------|------------|
|         |       |                                      |       |                                                 |       |                                                                                |       |                                                                 |       |                                                                                    |       |                                                              |       |                       |       |
|         |       |                                      |       |                                                 |       |                                                                                |       |                                                                 |       |                                                                                    |       |                                                              |       |                       |       |
|         |       |                                      |       |                                                 |       |                                                                                |       |                                                                 |       |                                                                                    |       |                                                              |       |                       |       |
|         |       |                                      |       |                                                 |       |                                                                                |       |                                                                 |       |                                                                                    |       |                                                              |       |                       |       |

                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

H-1-4

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**EXHIBIT H-2**

**FORM OF SWINGLINE NOTE**

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAYNOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THECREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BERECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THETERMS OF SUCH CREDIT AGREEMENT.
| $                             |   | New York, New York |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|
|                                                                                                                                                                      |   | May 24, 2006       |

 

FOR VALUE RECEIVED, the undersigned, CKX, Inc., aDelaware corporation (the “Borrower”), hereby unconditionally promisesto pay to Bear Stearns Corporate Lending Inc. (the “Swingline Lender”)or its registered assigns at the Funding Office specified in the CreditAgreement (as hereinafter defined) in lawful money of the United Statesand in immediately available funds, on the Revolving Credit Termination Datethe principal amount of (a)                       DOLLARS($                      ),or, if less, (b) the aggregate unpaid principal amount of all SwinglineLoans made by the Swingline Lender to the Borrower pursuant to Section 2.3of the Credit Agreement, as hereinafter defined.  The Borrower further agrees to pay interestin like money at such Funding Office on the unpaid principal amount hereof fromtime to time outstanding at the rates and on the dates specified inSection 4.5 of such Credit Agreement.

The holder of this Note is authorized to endorse onthe schedules annexed hereto and made a part hereof or on a continuationthereof which shall be attached hereto and made a part hereof the date andamount of each Swingline Loan made pursuant to the Credit Agreement and thedate and amount of each payment or prepayment of principal thereof.  Each such endorsement shall constitute primafacie evidence of the accuracy of the information endorsed. The failureto make any such endorsement or any error in any such endorsement shall notaffect the obligations of the Borrower in respect of any Swingline Loan.

This Note (a) is one of the Notes referred to inthe Credit Agreement dated as of May 24, 2006 (as amended, supplemented orotherwise modified from time to time, the “Credit Agreement”), among theBorrower, the Lender, the other banks, financial institutions and otherentities from time to time parties thereto, Bear Stearns Corporate LendingInc., as Administrative Agent, and Bear, Stearns & Co. Inc., as sole leadarranger and sole bookrunner, (b) is subject to the provisions of theCredit Agreement and (c) is subject to optional and mandatory prepayment inwhole or in part as provided in the Credit Agreement.  This Note is secured and guaranteed asprovided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of theproperties and assets in which a security interest has been granted, the natureand extent of the security and the guarantees, the terms and conditions uponwhich the security interests and each guarantee were granted and the rights ofthe holder of this Note in respect thereof.

H-2-1

----

 

Upon the occurrence of any one or more of the Eventsof Default, all principal and all accrued interest then remaining unpaid onthis Note shall become, or may be declared to be, immediately due and payable,all as provided in the Credit Agreement.

All parties now and hereafter liable with respect tothis Note, whether maker, principal, surety, guarantor, endorser or otherwise,hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in theCredit Agreement and used herein shall have the meanings given to them in theCredit Agreement.

**NOTWITHSTANDING ANYTHINGTO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOTBE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION ANDOTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.**

**THIS NOTE SHALL BEGOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK.**
|   | CKX, Inc. |
|--------|-----------|
|   |      |
|   | By:       |   |   |
|   |      | Name: |
|   |      | Title: |

 

H-2-2

----

 

**Schedule A to Swingline Note**

LOANS AND REPAYMENTS OF SWINGLINE LOANS
| Date                                                   | ** ** | **Amount of Swingline Loans** | ** ** | **Amount of Principal of  Swingline Loans Repaid** | ** ** | **Unpaid Principal Balance of  Swingline Loans** | ** ** | **Notation Made By** | ** ** |
|--------------------------------------------------------|------------|-------------------------------|------------|----------------------------------------------------|------------|--------------------------------------------------|------------|----------------------|------------|
|           |       |                          |       |                                               |       |                                             |       |                 |       |
|           |       |                          |       |                                               |       |                                             |       |                 |       |
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**EXHIBIT I**

**FORM OF CLOSING CERTIFICATE**

Pursuant to Section .1(     )of the Credit Agreement dated as of May 24, 2006  (the “Credit Agreement”; terms definedtherein being used herein as therein defined), among CKX, Inc., a Delawarecorporation (the “Borrower”), the several banks, financial institutionsand other entities from time to time parties to the Credit Agreement (the “Lenders”),Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner (insuch capacity, the “Arranger”), [Bear Stearns Corporate Lending Inc., assyndication agent (in such capacity, the “Syndication Agent”),] and BearStearns Corporate Lending Inc., as administrative agent (in such capacity, the “AdministrativeAgent”), the undersigned [INSERT TITLE OF OFFICER] of CKX, Inc. (the “Company”)hereby certifies as follows:

1.  The representations and warranties of theCompany set forth in each of the Loan Documents to which it is a party or whichare contained in any certificate furnished by or on behalf of the Companypursuant to any of the Loan Documents to which it is a party are true andcorrect in all material respects on and as of the date hereof with the sameeffect as if made on the date hereof, except for representations and warrantiesexpressly stated to relate to a specific earlier date, in which case suchrepresentations and warranties were true and correct in all material respectsas of such earlier date.

2.                                       is the duly elected and qualified Corporate Secretary of the Company and thesignature set forth for such officer below is such officer’s true and genuinesignature.

3.  No Default or Event of Default has occurredand is continuing as of the date hereof or after giving effect to the Loans tobe made on the date hereof.  [Borroweronly]

4.  The conditions precedent set forth inSection 6.1 of the Credit Agreement were satisfied as of the Closing Date[except as set forth on Schedule I hereto]. [Borrower only]

  Theundersigned Corporate Secretary of the Company certifies as follows:

1.  There are no liquidation or dissolutionproceedings pending or to my knowledge threatened against the Company, nor hasany other event occurred adversely affecting or threatening the continuedcorporate existence of the Company.

2.  The Company is a corporation dulyincorporated, validly existing and in good standing under the laws of thejurisdiction of its organization.

3.  Attached hereto as Annex 1 is atrue and complete copy of resolutions duly adopted by the Board of Directors ofthe Company on                              ;such resolutions have not in any way been amended, modified, revoked orrescinded, have been in full force and effect since their adoption to andincluding the date hereof and are now in full force and effect [and are the onlycorporate proceedings of the Company now in force relating to or affecting thematters referred to therein.]

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4.  Attached hereto as Annex 2 is atrue and complete copy of the By-Laws of the Company as in effect on the datehereof.

5.  Attached hereto as Annex 3 is atrue and complete copy of the Certificate of Incorporation of the Company as ineffect on the date hereof, and such certificate has not been amended, repealed,modified or restated.

6.  The following persons are now duly electedand qualified officers of the Company holding the offices indicated next totheir respective names below, and such officers have held such offices with theCompany at all times since the date indicated next to their respective titlesto and including the date hereof, and the signatures appearing opposite theirrespective names below are the true and genuine signatures of such officers,and each of such officers is duly authorized to execute and deliver on behalfof the Company each of the Loan Documents to which it is a party and anycertificate or other document to be delivered by the Company pursuant to theLoan Documents to which it is a party:
| Name                                                                                                         | ** ** | **Office** | ** ** | **Date** | ** ** | **Signature** |
|--------------------------------------------------------------------------------------------------------------|------------|------------|------------|----------|------------|---------------|
|                    |       |       |       |     |       |          |
|                                                                                                         |       |       |       |     |       |          |

 

IN WITNESS WHEREOF, theundersigned have hereunto set our names as of the date set forth below.
|                     |   |   |
|---------------------|--------|--------|
| Name:               |   | Name:  |
| Title:              |   | Title: |
|                |   |   |
|                |   |   |
| Date: May 24,  2006 |   |   |

 

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SCHEDULEI

[Waived Conditions Precedent]

[Describeany conditions precedent waived onClosing Date and terms of any waiver]

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ANNEX1

[Board Resolutions]

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ANNEX 2

[By-Laws]

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ANNEX 3

[Certificate of Incorporation]

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**EXHIBIT J-1**

**OPINIONOF PAUL, HASTINGS, JANOFSKY & WALKER LLP**

[To be providedseparately]

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**EXHIBIT J-2**

**OPINION OF BAKER &MCKENZIE**

[To be providedseparately]

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**EXHIBIT K**

**FORMOF SOLVENCY CERTIFICATE**

I,                                                 ,the Chief Financial Officer of each Group Member hereby certify that I am theChief Financial Officer of each Group Member and that I am familiar with theirproperties, businesses, assets, finances and operations and I am dulyauthorized to execute this certificate on behalf of the Group Members pursuantto Section 5(1) of the Revolving Credit Agreement, dated as of  May 24, 2006 (as amended, supplemented orotherwise modified from time to time, the “Credit Agreement”), amongCKX, Inc., a Delaware corporation (the “Borrower”), the several banksand other financial institutions or entities from time to time parties to theCredit Agreement as lenders (the “Lenders”), Bear, Stearns & Co.Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), andBear Stearns Corporate Lending Inc., as administrative agent (in such capacity,the “Administrative Agent”). Terms defined in the Credit Agreement and not otherwise defined hereinare used herein with the meanings so defined.

I further certify that Iam generally familiar with the properties, business and assets of the GroupMembers and have carefully reviewed the Loan Documents and the contents of thiscertificate and, in connection herewith, have reviewed such other documentationand information and have made such investigation and inquiries as I have deemednecessary and prudent therefor.

I understand that the Agents and the Lenders arerelying on the truth and accuracy of this certificate in connection with thetransactions contemplated by the Loan Documents.

1.             Ido hereby further certify that:

(a)           Each Group Member is able to realizeupon its assets and pay its debts and other liabilities, contingent obligationsand other commitments as they mature in the normal course of business;

(b)           On the date hereof, before and aftergiving effect to the transactions contemplated by the Credit Agreement and theother Loan Documents, the fair value of the property of each Group Member isgreater than the total amount of liabilities, including, without limitation,contingent liabilities, of such Group Member;

(c)           On the date hereof, before and aftergiving effect to the transactions contemplated by the Credit Agreement and theother Loan Documents, the present fair saleable value of the assets of eachGroup Member is not less than the amount that will be required to pay theprobable liability of such Group Member on its debts as they become absoluteand matured;

(d)           No Group Member intends to and noGroup Member believes that it will incur debts or liabilities that will bebeyond its ability to pay such debts and liabilities as they mature; and

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(e)           On the date hereof, before and aftergiving effect to the transactions contemplated by the Credit Agreement and theother Loan Documents, no Group Member is engaged in business or a transaction,nor is about to engage in business or a transaction, for which its propertywould constitute unreasonably small capital;

2.             Inmaking the certifications set forth above, the undersigned has considered ortaken the following actions, among other things:

(a)           the financial statements (the “FinancialStatements”) delivered to the Administrative Agent pursuant to Section 5(b)of the Credit Agreement;

(b)           the values of the Group Members’ realproperty, equipment, inventory, accounts receivable, customer lists, supplycontracts, joint venture interests, licenses, leases and all other property ofsuch party, real and personal, tangible and intangible;

(c)           consulted with officers of the GroupMembers concerning, among other matters, pending and threatened litigation,uninsured risks, guaranties of obligations of any other Person and othercontingent obligations and have, using my best judgment, also taken intoaccount the maximum realistic exposure of each Group Member to liabilitieswhich would not be included in reserves otherwise reflected on the FinancialStatements; and

(d)           made such other investigations andinquiries as I have, to the best of my experience, deemed appropriate and havetaken into account the nature of the particular business anticipated to beconducted by the Group Members after consummation of the transactions referredto above.

*[The remainder of this page intentionally left blank.]*

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IN WITNESS WHEREOF, theundersigned has duly executed this Solvency Certificate as of the date firstwritten above.

 
|        | CKX, INC. |
|--------|-----------|
|   |      |
|   |      |   |
|   | By:       |   |   |
|   |      | Name: |
|   |      | Title: Chief Financial Officer |

 

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**EXHIBIT L**

**SUBORDINATIONPROVISIONS**

Section 1.                      Definitionsand Rules of Interpretation. Reference is made to that certain Revolving Credit Agreement, dated asof  May 24, 2006 (as amended,supplemented or otherwise modified from time to time, the “Credit Agreement”),among CKX, Inc., a Delaware corporation (the “Borrower”), the severalbanks and other financial institutions or entities from time to time parties tothe Credit Agreement as lenders (the “Lenders”), Bear, Stearns & Co.Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), andBear Stearns Corporate Lending Inc., as administrative agent (in such capacity,the “Administrative Agent”). Except as otherwise expressly provided, capitalized terms used hereinwithout definition shall have the same meaning assigned to such terms in theCredit Agreement.  In addition, thefollowing terms shall have the following meanings:

1.1                                     “**Senior Secured Obligations**”shall mean the Obligations under and as defined in the Guarantee and CollateralAgreement.

1.2                                     “**Senior Secured Parties**”shall mean, collectively, the Secured Parties under and as defined in theCredit Agreement and the Lenders.

1.3                                     “**Subordinated Obligations**”shall mean any Indebtedness and each other obligation of the Borrower owing toany Subordinated Lender.

1.4                                     “**Subordinated Lenders**”shall mean each and every lender to whom any of the Subordinated Obligations isowed and any holder of any document evidencing such Subordinated Obligations.

Section 2.                      Rankingof Senior Secured Obligations.  Untilthe repayment in full in cash of all of the Senior Secured Obligations, thetermination or cash collateralization of all outstanding Letters of Credit (in an amount equal to 102.5% of theface amount thereof) and the termination of all Commitments (the “**Loan Maturity Date**”), (i) the Subordinated Lenders, theBorrower and each of its Subsidiaries hereby agree that all SubordinatedObligations are and shall be subordinated in right of payment and liquidationin relation to all Senior Secured Obligations to the extent and in the mannerhereinafter set forth, (ii) no payments or other distributions whatsoever inrespect of any part of the Subordinated Obligations shall be made nor shall anyproperty or assets of the Borrower or any of its Subsidiaries (nor any propertyor assets of the Borrower that constitute Collateral) be applied to thepurchase or other acquisition or retirement of any part of the SubordinatedObligations, and (iii) each of the Subordinated Lenders agrees that it will notask, demand, sue for, take or receive from or for the account of the Borroweror any of its Subsidiaries (whether directly or indirectly), by set-off or inany other manner, the Subordinated Obligations, or any security therefor,except with the prior written consent of each of the Senior Secured Parties.

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Section 3.                      No Payment in Certain Circumstances.  Atall times prior to the Loan Maturity Date, and without limitation of the rightsof the Senior Secured Parties under the terms of the Loan Documents:

3.1                                                         uponany distribution or application of the assets of the Borrower or any of itsSubsidiaries in connection with any liquidation, dissolution or otherproceeding for the winding up of the Borrower or any of its Subsidiaries(whether partial or complete) or any proceeding for insolvency or bankruptcy(whether voluntary or involuntary) or any receivership, reorganization or othersimilar case or proceeding in connection therewith, or any assignment for thebenefit of creditors or arrangement with creditors, whether or not pursuant tothe insolvency, bankruptcy or similar laws of any jurisdiction, or the sale ofall or substantially all of the assets of the Borrower or any of itsSubsidiaries or any other marshalling of assets and liabilities of the Borroweror any of its Subsidiaries:

3.1.1                                                theSenior Secured Obligations shall first be irrevocably and indefeasibly paid infull in cash, all outstanding Letters of Credit shall have been terminated orcash collateralized in an amount equal to 102.5% of the face amount thereof andall Commitments shall have been terminated before any of the SubordinatedLenders shall be entitled to receive any payment on account of the SubordinatedObligations or any other interests in the Borrower or any of its Subsidiariesarising from the Subordinated Obligations whether in cash, securities or otherassets; and

3.1.2                                                anypayment or distribution of assets of the Borrower or any of its Subsidiaries ofany kind or character in respect of the Subordinated Obligations to which anyof the Subordinated Lenders would be entitled if the Subordinated Obligationswere not subordinated pursuant to the terms hereof shall be made by thetrustee, liquidator or agent or other Person making such payment ordistribution directly to the Senior Secured Parties until the Senior SecuredObligations are irrevocably and indefeasibly paid in full in cash, alloutstanding Letters of Credit shall have been terminated or cash collateralizedin an amount equal to 102.5% of the face amount thereof and all Commitments shallhave been terminated and each of the Subordinated Lenders irrevocablyauthorizes and empowers the Administrative Agent, acting for and on behalf ofthe Senior Secured Parties, to receive and collect on its behalf any and allsuch payments or distributions;

3.3                                                         if,for any reason whatsoever and whether pursuant to a bankruptcy, liquidation orsimilar proceeding or otherwise, the Borrower or any of its Subsidiaries shallmake or any of the Subordinated Lenders shall receive any payment ordistribution of any kind or character, whether in cash, securities or otherproperty, on account or in respect of the Subordinated Obligations incontravention of any of the terms set forth herein, such Subordinated Lendershall hold any such payment or distribution in trust for the benefit of theSenior Secured Parties, promptly notify the Administrative Agent in writing ofthe receipt of such payment or distribution and promptly pay over or deliversuch distribution or payment to the Administrative Agent, or to any other 

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Personnominated by the Administrative Agent, to hold for the account of the SeniorSecured Parties.  In the event of failureof any Subordinated Lender to make any such endorsement or assignment, theAdministrative Agent is irrevocably authorized by the Subordinated Lenders tomake the same; *provided*, *however*, that nothing in this sentenceshall be deemed to restrict any rights of the Senior Secured Parties to enforcein any manner provided under applicable law the obligation of a SubordinatedLender to make any such endorsement or assignment; and

3.4                                                         notwithstanding any provision to the contraryherein or in any other agreement or document, no payment or delivery shall bemade to the Subordinated Lenders of any securities, assets, debts, loans,advances, liabilities or obligations which are issued or received upon anymerger, consolidation, sale, lease, transfer or other disposal by any Personsucceeding to the Borrower or any of its Subsidiaries or acquiring the Borrower’sor any of its Subsidiary’s property or assets, unless such securities, assets,debts, loans, advances, liabilities and obligations are (i) if the SubordinatedObligations (or any note or other instrument representing the SubordinatedObligations) are pledged to the Senior Secured Parties, pledged in favor of theSenior Secured Parties and (ii) subordinate and junior at least to the extentprovided herein to the irrevocable and indefeasible payment in full in cash ofall Senior Secured Obligations and to the payment of any securities, assets,debts, loans, advances, liabilities or obligations which are issued in exchangeor substitution for any such Senior Secured Obligations.

Section 4.                      Authorizations to Administrative Agent.  Atall times prior to the Loan Maturity Date, and without limitation of the rightsof the Senior Secured Parties under the terms of the Loan Documents, eachSubordinated Lender (i) irrevocably authorizes and empowers (withoutimposing any obligation on) the Administrative Agent to claim, enforce, demand,sue for, collect and receive all payments and distributions on or in respect ofthe Subordinated Obligations which are required to be paid or delivered to anySenior Secured Party, as provided herein, and to file and prove all claimstherefor, give receipts and take all such other action, in the name of suchSubordinated Lender or otherwise, necessary or appropriate for the enforcementof these subordination provisions, (ii) irrevocably authorizes andempowers (without imposing any obligation on) the Administrative Agent to votethe Subordinated Obligations in favor of or in opposition to any matter whichmay come before any meeting of creditors of the Borrower or any of itsSubsidiaries generally or in connection with, or in anticipation of, anyinsolvency or bankruptcy case or proceeding, or any proceeding under any lawsrelating to the relief of debtors, readjustment of indebtedness, arrangements,reorganizations, compositions or extensions relative to the Borrower or any ofits Subsidiaries, and (iii) agrees to execute and deliver to theAdministrative Agent all such further instruments confirming the aboveauthorization, and all such powers of attorney, proofs of claim, assignments ofclaim and other instruments, and to take all such other action deemed necessaryor requested by any Senior Secured Party in its sole discretion, in order toenable the Administrative Agent to accomplish the foregoing.

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Section 5.                      Non-Impairment. None of the Senior Secured Obligations shall be impaired (or deemed tobe impaired) by the Senior Secured Parties taking the following actions:

5.1                                                         agreeingwith the Borrower or any of its Subsidiaries, any Subordinated Lender or anyother Person as to any amendment, variation, assignment, novation, extension ordeparture (however substantial or material) of, to or from any Loan Document(including changing the manner, place or terms of payment of or extending thetime of payment of, or renewing or altering, the Senior Secured Obligations, orotherwise amending or supplementing in any manner the Senior SecuredObligations or any instrument evidencing the same or any agreement under whichthe Senior Secured Obligations are outstanding, or any Loan Document) so thatany such amendment, variation, assignment, novation or departure shall,whatever its nature, be binding upon the Subordinated Lenders in allcircumstances;

5.2                                                         releasing,granting any time, any indulgence or any waiver of any kind to, or compositionwith the Borrower or any of its Subsidiaries, any Subordinated Lender or anyother Person (including, without limitation, the waiver of any breach of theLoan Documents or the exercise or the failure to exercise any rights againstthe Borrower or any of its Subsidiaries and/or any other Person), or enteringinto any transaction or arrangements whatsoever with or in relation to theBorrower or any of its Subsidiaries, any Subordinated Lender and/or any otherPerson;

5.3                                                         taking,accepting, varying, dealing with, exchanging, renewing, enforcing, failing toenforce, take up or perfect, abstaining from enforcing, surrendering orreleasing any security, right of recourse, set-off or combination or otherright, remedy or interest held by the Senior Secured Parties in connection withthe Senior Secured Obligations or any part thereof, or acting in relation tothe Loan Documents in such manner as it thinks fit;

5.4                                                         failingto present or observe any formality or other requirement in respect of anyinstrument or any failure to realize the full value of any security;

5.5                                                         claiming,proving for, accepting or transferring any payment in respect of the SeniorSecured Obligations in any composition by, or winding up of, the Borrower orany of its Subsidiaries, any Subordinated Lender and/or any other Person orabstaining from so claiming, proving for, accepting or transferring; or

5.6                                                         actuallyor purportedly assigning all or any portion of the Senior Secured Obligationsto any other Person.

To the fullest extentpermitted by applicable law, no change of law or circumstances shall release ordiminish any of the Subordinated Lenders’ liabilities, agreements or dutieshereunder, affect the provisions set forth herein in any way, or afford theSubordinated Lenders any recourse against any of the Senior Secured Parties.

Section 6.                      Benefit of Subordination Provisions.  Thesesubordination provisions are intended solely to define the relative rights ofthe Senior Secured Parties, the Subordinated Lenders, and their respectivesuccessors and permitted assigns.

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Section 7.                      Subordination**of**Liens.  Without limitation of any other provisions ofthis Exhibit L, neither the Borrower nor any of its Subsidiaries shallcreate or suffer to exist any Lien on any of its property benefiting theSubordinated Obligations.  If incontravention of this Section 7, any such Liens shall now or hereafter secureor benefit the Subordinated Obligations, whether arising by statute, in law orequity or by contract, then, without limiting any of the Senior Secured Parties’rights in respect of such breach, such Lien shall and is hereby expresslysubordinated and made secondary and inferior to the Liens now or hereaftersecuring or benefiting the Senior Secured Obligations.

Section 8.                      Reinstatement. If any payment to any of the Senior Secured Parties by the Borrower orany of its Subsidiaries or any other Person in respect of any of the SeniorSecured Obligations is held to constitute a preference or a voidable transferunder applicable law, or if for any other reason any Senior Secured Party isrequired to refund such payment to the Borrower, any of its Subsidiaries or tosuch Person or to pay the amount thereof to any other Person, such payment tosuch Senior Secured Party shall not constitute a release of any of theSubordinated Lenders from any of their liability hereunder, and eachSubordinated Lender agrees and acknowledges that the provisions set forthherein shall continue to be effective or shall be reinstated, as the case maybe, to the extent of any such payment or payments.

Section 9.                      Restrictions on Transfers.  Noneof the Subordinated Lenders may transfer (by sale, novation or otherwise) anyof its rights or obligations under the Subordinated Obligations and under thesesubordination provisions unless the transferee of such interest first agrees inwriting to be bound by the terms of this Exhibit L applicable to thetransferor of such interest and executes an instrument to that effect.

Section 10.                   Affirmative Covenants of the SubordinatedLenders.  Each of the Subordinated Lendersshall:

10.1                                                   atall times prior to the Loan Maturity Date, promptly deliver to theAdministrative Agent copies of each amendment or modification to any agreementrelating to the Subordinated Obligations to which such Subordinated Lender is aparty that would affect or alter these subordination provisions;

10.2                                                   atall times prior to the Loan Maturity Date, cause to be clearly inserted in anyinstrument which at any time evidences any part of the Subordinated Obligationsowing to such Subordinated Lender a statement to the effect that the paymentthereof is subordinated in accordance with the terms of this Exhibit L;

10.3                                                   causeits right to receive any payment in respect of the Subordinated Obligations tobe (and, upon the creation of the Subordinated Obligation, each SubordinatedLender acknowledges and agrees that such Subordinated Obligation is and shallbe) subject to the Liens created by the Security Documents and, if required byapplicable law, cause any agreement or instrument evidencing such right to beregistered or filed with the appropriate Governmental Authorities in order toperfect such Liens created by the Security Documents and cause any instrumentwhich at any time evidences any part of the Subordinated Obligations owing tosuch Subordinated Lender and any proceeds deriving therefrom to be pledged infavor of the Senior Secured Parties and an original of such instrument shall bedelivered to the order of the Administrative Agent with appropriateendorsements thereto executed in blank; and

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10.4                                                   fileall documents or instruments necessary or advisable and do all things as theAdministrative Agent may reasonably request in order to carry out moreeffectively the intent and purpose of these subordination provisions.

Section 11.                   Negative Covenants of the SubordinatedLenders.  At all times prior to the Loan MaturityDate, none of the Subordinated Lenders shall:

11.1                                                   create,agree to create or permit to exist, any Lien (howsoever ranking in point ofpriority) of any nature whatsoever in, over or affecting the SubordinatedObligations owing to such Subordinated Lender;

11.2                                                   withoutthe prior written consent of the each of the Senior Secured Parties, sue forpayment of, or accelerate the maturity of, or initiate any proceedings or takeany other actions to enforce any of the Subordinated Obligations owing to suchSubordinated Lender;

11.3                                                   whetherby set-off, counter-claim or otherwise, reduce any amount owing by suchSubordinated Lender to the Borrower or any of its Subsidiaries by an amountpayable by the Borrower or any of its Subsidiaries or any of their respective Affiliatesor any other Person to such Subordinated Lender in respect of the SubordinatedObligations;

11.4                                                   initiate,support, permit or join any creditor in bringing any proceeding against theBorrower or any of its Subsidiaries under any bankruptcy, insolvency,reorganization, receivership or similar law of any jurisdiction (to recover allor any part of the Subordinated Obligations or any other liability owed to suchSubordinated Lender), except in connection with the filing of a proof of claimin any such proceeding or otherwise at the written request of theAdministrative Agent;

11.5                                                   permitto subsist or receive any guarantee or other assurance against loss in respectof all or any part of the Subordinated Obligations owing to such SubordinatedLender (other than those guarantees and/or assurances against loss that aSubordinated Lender would normally acquire in the ordinary course of business,based upon its exercise of prudent business judgment, including, but notlimited to political risk insurance, currency and interest rate hedgingagreements, and other similar instruments; provided that such guarantees and/orassurances do not give rise to any direct or indirect recourse against theBorrower or any of its Subsidiaries by the providers of such guarantees and/orassurances) or accept, or otherwise take, any collateral security for suchSubordinated Obligations or commence enforcement proceedings with respect to,or against, any collateral security for such Subordinated Obligations;

11.6                                                   subordinateall or any part of the Subordinated Obligations owing to such SubordinatedLender or the proceeds thereof to any sums owing by the Borrower or any of itsSubsidiaries to any Persons other than the Senior Secured Parties; or

11.7                                                   take or omit to take any action whereby thesubordination hereunder of all or any part of the Subordinated Obligations maybe impaired.

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Section 12.                   Waiver of Subrogation.

12.1                                                   Notwithstandinganything to the contrary herein or in any other Loan Document, at all timesprior to the Loan Maturity Date, each of the Subordinated Lenders irrevocablywaives any claim or other rights which it may now have or hereafter acquireagainst the Borrower or any of its Subsidiaries that arise from the existenceor performance of its Senior Secured Obligations hereunder including any andall rights of subrogation, reimbursement, exoneration, contribution,indemnification, any right to participate in any claim or remedy of the SeniorSecured Parties against the Borrower or any of its Subsidiaries, or any securitywhich the Senior Secured Parties may now have or hereafter acquire, by anypayment made hereunder or otherwise, including the right to take or receivefrom the Borrower or any Guarantor, directly or indirectly, in cash or otherproperty or by set-off or in any other manner, payment or security on accountof such claim or other rights.

12.2                                                   Forthe purposes of such waiver of subrogation, any payments or distributions tothe Senior Secured Parties of any cash, property or securities to which theSubordinated Lenders would be entitled except for these provisions shall, asbetween the Borrower or any of its Subsidiaries, on the one hand, and theSubordinated Lenders and their respective other creditors, on the other hand,be deemed to be a payment by the Borrower or any of its Subsidiaries, as thecase may be, to or on account of the Senior Secured Obligations.

Section 13.                   Exercise of Powers.

13.1                                                   TheSenior Secured Parties shall be entitled to exercise their rights and powersunder these subordination provisions in such a manner and at such times as theSenior Secured Parties in their absolute discretion may determine.  None of the Senior Secured Parties shall beliable for any losses arising in connection with the exercise of or failure toexercise any of its rights, powers and discretions hereunder.

13.2                                                   The Subordinated Lenders alone shall beresponsible for their contracts, engagements, acts, omissions, defaults andlosses and for liabilities incurred by them.

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