EX-4.4







INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 3 (this
“Amendment”) dated as of December 11, 2006, to the CREDIT AGREEMENT
dated as of December 21, 2005, as amended by the Incremental Assumption
Agreement and Amendment No. 1 dated as of November 3, 2006, and Amendment
No. 2 dated as of December 11, 2006 (the “Credit Agreement”), among
LIVE NATION, INC. (f/k/a CCE SPINCO, INC.), LIVE NATION WORLDWIDE, INC.
(f/k/a SFX ENTERTAINMENT, INC.) and the FOREIGN BORROWERS party thereto, as
Borrowers, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative
Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, J.P.
MORGAN EUROPE LIMITED, as London Agent, and BANK OF AMERICA, N.A.
(“BofA”), as Syndication Agent.



A. Pursuant to the Credit Agreement, the Lenders and the Issuing Banks (such terms and each
other capitalized term used but not defined herein having the meaning assigned to such term in the
Credit Agreement (as amended hereby)) have extended credit to the US Borrower and have agreed to
extend credit to the Borrowers, in each case pursuant to the terms and subject to the conditions
set forth therein.



B. Pursuant to Section 2.21 of the Credit Agreement, the US Borrower has requested that the
Incremental Term Lenders provide Incremental Term Loans to the US Borrower under the Credit
Agreement in an aggregate principal amount of U.S. $25,000,000. After giving effect to this
Amendment, the available Incremental Amount shall be



U.S. $25,000,000.



C. The Incremental Term Lenders are willing to provide such Incremental Term Loans to the US
Borrower pursuant to the terms and subject to the conditions set forth herein.



D. J.P. Morgan Securities Inc. (“JPMorgan”) and Banc of America Securities LLC
(“BAS” and, together with JPMorgan, the “Lead Arrangers”) will act as co-lead
arrangers and joint bookrunners in respect of such Incremental Term Loans.



Accordingly, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject
to the conditions set forth herein, the parties hereto hereby agree as follows:



SECTION 1. Defined Terms. As used in this Amendment, the following terms have the
meanings specified below:



“Amendment Transactions” means the execution and delivery of this Amendment and the
Reaffirmation Agreement (as defined in Section 4(g) hereof) by each Person party hereto or thereto,
the satisfaction of the conditions to the effectiveness hereof and thereof and the consummation of
the transactions contemplated hereby and thereby.



“Incremental Effective Date” shall mean the first Business Day on or after December
11, 2006, on which all the conditions set forth or referred to in Section 4 hereof shall have been
satisfied (or waived by each of the Administrative Agent and the Incremental Term Lenders), but in
no event later than December 21, 2006.



“Incremental Term Lenders” means the Persons listed on Schedule 1 hereto.



“Incremental Term Commitment” means, with respect to each Incremental Term Lender, the
commitment of such Incremental Term Lender to make an Incremental Term Loan hereunder on the
Incremental Effective Date, expressed as an amount representing the maximum principal amount of the
Incremental Term Loan to be made by such Incremental Term Lender hereunder, as set forth on
Schedule 1 hereto. The aggregate amount of the Incremental Term Commitments of all Incremental
Term Lenders as of the date of this Amendment will be U.S. $25,000,000.



“Initial Incremental Term Loans” means the Incremental Term Loans (as defined in the
Incremental Assumption Agreement and Amendment No. 1 dated as of November 3, 2006, among Parent,
the US Borrower, the Incremental Term Lenders party thereto and the Administrative Agent).



SECTION 2. Commitment. Subject to the terms and conditions set forth herein, each
Incremental Term Lender agrees to make an Incremental Term Loan to the US Borrower on the
Incremental Effective Date in a principal amount not exceeding such Incremental Term Lender’s
Incremental Term Commitment. The funding of the Incremental Term Loans on the Incremental
Effective Date shall be consummated at a closing to be held at the offices of Cravath, Swaine &
Moore LLP, or at such other place as the US Borrower and the Administrative Agent shall agree upon.
When funded, the Incremental Term Loans shall be deemed for all purposes under the Credit
Agreement (a) to be made upon and subject to the same terms as, and in all such respects identical
to, the Initial Incremental Term Loans and (b) to constitute the same Borrowing as the Borrowing of
the Initial Incremental Term Loans. Unless previously terminated, the Incremental Term Commitments
shall terminate at 5:00 p.m., New York City time, on the Incremental Effective Date.



SECTION 3. Amendment to Section 1.01. The definition of the term “Incremental
Assumption Agreement” shall be deleted and restated in its entirety as follows:



“Incremental Assumption Agreement” means each of (a) the Incremental Assumption
Agreement and Amendment No. 1 dated as of November 3, 2006, among Parent, the US Borrower, the
Incremental Term Lenders party thereto and the Administrative Agent and (b) the Incremental
Assumption Agreement and Amendment No. 3 dated as of December 11, 2006, among Parent, the US
Borrower, the Incremental Term Lenders party thereto and the Administrative Agent .



SECTION 4. Conditions to Funding. The obligations of the Incremental Term Lenders to
make the Incremental Term Loans hereunder shall not become effective until the date on which each
of the following conditions is satisfied:



(a) The Administrative Agent (or, in the case of clause (ii) below, its counsel) shall have
received (i) from the US Borrower, at or prior to the time required by Section 2.03 of the Credit
Agreement, a Borrowing request with respect to the Borrowing of the Incremental Term Loans (A) that
complies with the requirements of Section 2.03 of the Credit Agreement, provided that the
initial Interest Period with respect to any Eurocurrency Borrowing of the Incremental Term Loans
shall end on December 29, 2006, and (B) pursuant to which the US Borrower agrees that the
provisions of Section 2.16 of the Credit Agreement shall apply to any failure by the US Borrower to
borrow the Incremental Term Loans on the Incremental Effective Date and (ii) from each of Parent,
the US Borrower and the Incremental Term Lenders party hereto, either (A) a counterpart of this
Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative
Agent (which may include telecopy or other electronic transmission of a signed signature page of
this Amendment) that such party has signed a counterpart of this Amendment.



(b) The consummation of the Amendment Transactions and the other transactions contemplated
hereby shall not result in (i) a violation by Parent or any of its Subsidiaries of any material
law, rule or regulation generally applicable to Parent or any of its Subsidiaries or (ii) a default
or event of default under any existing material obligation of Parent or any of its Subsidiaries
under any agreement to which Parent or any of its Subsidiaries is a party, in each case after
giving effect to the Amendment Transactions and the other transactions contemplated hereby, and the
Administrative Agent and the Lead Arrangers shall have received a favorable written opinion
(addressed to the Administrative Agent and the Incremental Term Lenders and dated the Incremental
Effective Date) of each of (x) Fulbright & Jaworski L.L.P., special counsel for the US Borrower,
and (y) other counsel to Parent, the US Borrower and the other Subsidiaries, in each case in form
and substance reasonably satisfactory to the Administrative Agent and its counsel. Each of Parent
and the US Borrower hereby requests such counsel to deliver such opinions.



(c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence
and good standing of each Loan Party, the authorization of the Amendment Transactions and any other
legal matters relating to the Loan Parties, the Loan Documents or the Amendment Transactions, all
in form and substance reasonably satisfactory to the Administrative Agent and its counsel.



(d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (a) and (b)
of Section 4.02 of the Credit Agreement shall be satisfied, (ii) the US Borrower shall agree to use
the proceeds of the Incremental Term Loans to repay outstanding Revolving Loans on or before
December 29, 2006, (iii) immediately before and after giving pro forma effect to this Amendment and
the making of the Incremental Term Loans hereunder and the application of the proceeds therefrom,
no Default shall have occurred and be continuing (including any Default under Sections 6.13, 6.14,
6.15 or 6.16 of the Credit Agreement) and (iv) the Administrative Agent shall have received a
certificate, dated the Incremental Effective Date and signed by a Financial Officer of the US
Borrower, confirming compliance with the conditions set forth in clauses (i), (ii) and (iii) of
this paragraph (d).



(e) All consents and approvals required to be obtained by any Loan Party from any Governmental
Authority or other Person in connection with the Amendment Transactions shall have been obtained,
and all applicable waiting or appeal periods (including any extensions thereof) shall have expired,
in each case without the imposition of any burdensome conditions. There shall be no governmental
or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or
impose burdensome conditions on the Amendment Transactions or the other transactions contemplated
hereby.



(f) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the Incremental Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel)
required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.



(g) A Reaffirmation Agreement substantially in the form of Exhibit A hereto (the
“Reaffirmation Agreement”) shall have been executed and delivered by each party thereto.



Notwithstanding the foregoing, the obligations of the Incremental Term Lenders to make
Incremental Term Loans shall not become effective unless each of the foregoing conditions is
satisfied at or prior to 5:00 p.m., New York City time, on December 21, 2006 (and, in the event
such conditions are not so satisfied, this Amendment shall terminate at such time).



SECTION 5. Representations and Warranties. Each of Parent and the US Borrower
represents and warrants to the Agents and to each of the Lenders that:



(a) The Amendment Transactions to be entered into by each Loan Party are within such Loan
Party’s corporate or other organizational powers and have been duly authorized by all necessary
corporate or other organizational action and, if required, stockholder or other equity holder
action. This Amendment has been duly executed and delivered by each of Parent and the US Borrower
and constitutes, and each other Loan Document to which any Loan Party is to be a party, when
executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation
of Parent, the US Borrower or such Loan Party (as the case may be), enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.



(b) The Amendment Transactions to be entered into by each Loan Party (i) do not require any
consent or approval of, registration or filing with or any other action by any Governmental
Authority to be made or obtained by any Loan Party pursuant to any applicable law, rule or
regulation applicable to it, except such as have been obtained or made and are in full force and
effect and except for filings necessary to perfect Liens created under the Loan Documents, (ii)
will not violate any law, rule or regulation applicable to it or the charter, by-laws or other
organizational documents of Parent, any Borrower or any other Subsidiary or any order of any
Governmental Authority binding on any of them, (iii) will not result in a breach of, or constitute
a default under, any indenture or other material agreement or instrument binding upon Parent, any
Borrower or any other Subsidiary or its assets, or give rise to a right thereunder to require any
payment to be made by Parent, any Borrower or any other Subsidiary, and (iv) will not result in the
creation or imposition of any Lien on any asset of Parent, any Borrower or any other Subsidiary
pursuant to the express provisions of any indenture or other material agreement or instrument to
which it is a party or bound, except Liens created under the Loan Documents.



(c) The representations and warranties of each Loan Party set forth in the Loan Documents are
true and correct in all material respects on and as of the Incremental Effective Date with the same
effect as though made on and as of such date, provided that (i) to the extent that such
representations and warranties specifically refer to an earlier date, they are true and correct in
all material respects as of such earlier date and (ii) any representation that is qualified as to
“materiality,” “Material Adverse Effect” or similar language is true and correct in all respects as
qualified and as of each date such representation and warranty is made.



(d) All information other than projections that has been made available to JPMCB, BofA or any
Lead Arranger by or on behalf of Parent or the US Borrower, any of their respective subsidiaries or
any of their respective representatives in connection with the structuring, arrangement and
syndication of the Incremental Term Loans is complete and correct in all material respects and does
not contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements contained therein not materially misleading in light of the
circumstances under which such statements are made. All projections that have been made available
to JPMCB, BofA or any Lead Arranger by or on behalf of Parent or the US Borrower, any of their
respective subsidiaries or any of their respective representatives in connection with the
structuring, arrangement and syndication of the Incremental Term Loans have been prepared in good
faith based upon assumptions that are reasonable.



(e) At the time of and immediately after giving effect to this Amendment, no Default shall
have occurred and be continuing.



SECTION 6. Amendment. This Amendment may not be amended nor may any provision hereof
be waived except pursuant to a writing signed by Parent, the US Borrower, the Administrative Agent
and the requisite Lenders under Section 9.02 of the Credit Agreement (after giving effect to this
Amendment).



SECTION 7. Credit Agreement. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of the Lenders, the Agents, the Issuing Bank, Parent, the Borrowers or any
other Loan Party under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be
deemed to entitle Parent or the Borrowers to any future consent to, or waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
After the Incremental Effective Date, any reference to the Credit Agreement shall mean the Credit
Agreement as modified hereby, provided that any reference in the Credit Agreement to the date of
the Credit Agreement, as modified hereby, shall in all instances remain as of December 21, 2005,
and references in the Credit Agreement to “the date hereof” and “the date of this Agreement,” and
phrases of similar import, shall in all instances be and continue to refer to December 21, 2005,
and not the date of this Amendment. This Amendment constitutes an “Incremental Assumption
Agreement”, the Incremental Term Lenders constitute “Lenders” and the Reaffirmation Agreement
constitutes a “Loan Document”, in each case for all purposes of the Credit Agreement and the other
Loan Documents. The Administrative Agent and the US Borrower acknowledge and agree that the
Incremental Term Lenders are satisfactory to them.



SECTION 8. Applicable Law; Waiver of Jury Trial. (A) THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.



(B) EACH PARTY HERETO AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH
SECTION WERE SET FORTH IN FULL HEREIN.



SECTION 9. Counterparts. This Amendment may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy or internet transmission shall be
effective as delivery of a manually executed counterpart of this Amendment.



SECTION 10. Expenses. The US Borrower agrees to reimburse the Administrative Agent,
the Syndication Agent and the Documentation Agent for their reasonable out-of-pocket expenses in
connection with this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.



SECTION 11. Headings. The Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment.



SECTION 12. Severability. Any provision of this Amendment held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions, the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
by their respective authorized officers as of the day and year first written above.



	 	 	 
	LIVE NATION, INC.
(F/K/A CCE SPINCO, INC.),

	 
	 	 
	by

	 
	 	 
	
 
	 	/s/ Michael Rapino
	
 
	 	 
	 
	 	 
	
 
	 	Name: Michael Rapino
	 
	 	 
	
 
	 	Title: CEO






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	LIVE NATION WORLDWIDE, INC. (F/K/A SFX
	ENTERTAINMENT, INC.),
	by
	/s/ Michael Rapino
	Name: Michael Rapino
	Title: CEO





	 	 	 
	JPMORGAN CHASE BANK, N.A., as Administrative
	Agent and an Incremental Term Lender,
	by
	/s/ Thomas H. Koziark
	Name: Thomas H. Koziark
	Title: Vice President










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	 	 	SIGNATURE PAGE TO INCREMENTAL ASSUMPTION AGREEMENT AND
AMENDMENT






NO. 3 DATED AS OF DECEMBER      , 2006, TO THE CREDIT AGREEMENT
DATED AS OF DECEMBER 21, 2005, AS AMENDED ON NOVEMBER 3,
2006, AND DECEMBER      , 2006, AMONG LIVE NATION, INC., LIVE
NATION WORLDWIDE, INC. AND THE FOREIGN BORROWERS PARTY
THERETO, AS BORROWERS, JPMORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., TORONTO
BRANCH, AS CANADIAN AGENT, J.P. MORGAN EUROPE LIMITED, AS
LONDON AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION
AGENT.



To Approve the Amendment as an Incremental Term Lender:



Bank of America, N.A.



by     /s/ Coleigh McKay     



Name: Coleigh McKay

Title: Vice President

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Incremental Term Lenders



	 	 	 	 	 
	Name	 	Incremental Term Commitment
	JPMorgan Chase Bank, N.A.
	 	$	12,500,000	 
	Bank of America, N.A
	 	$	12,500,000	 
	Total
	 	$	25,000,000	 






Form of Reaffirmation Agreement





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