Exhibit 10.1  AMENDMENT
NO. 1, dated as of May 12, 2009 (this Amendment), to the
Credit Agreement dated as of July 25, 2008 (the Credit Agreement)
among Ticketmaster Entertainment, Inc. (f/k/a Ticketmaster), a Delaware
corporation (the Borrower), the Guarantors party thereto, the Lenders
party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such
capacity, the Administrative Agent) and Collateral Agent.  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement.  WHEREAS, the Borrower desires to amend the Credit
Agreement on the terms set forth herein;  WHEREAS, Section 11.01 of the Credit Agreement
provides that the relevant Credit Parties and the Required Lenders may amend
the Credit Agreement and the other Credit Documents;  NOW, THEREFORE, in consideration of the premises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:  Section 1.               Amendment.  The Credit Agreement is, effective as of the
Amendment Effective Date (as defined below), hereby amended to delete the
stricken text (indicated textually in the same manner as the following example:
stricken text) and to add the double-underlined text (indicated
textually in the same manner as the following example:double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A
hereto.  Section 2.               Representations
and Warranties, No Default. 
The Borrower hereby represents and warrants that (i) as of the date
hereof, no Default or Event of Default exists and is continuing and (ii) all
representations and warranties contained in the Credit Agreement are true and
correct in all material respects on and as of the date hereof, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects as
of such earlier date (provided that representations and warranties that
are qualified by materiality shall be true and correct in all respects).  Section 3.               Effectiveness.  Subject to the last paragraph of this Section 3,
Section 1 of this Amendment shall become effective on the date (such date,
if any, the Amendment Effective Date) that the following conditions
have been satisfied:  (i)      the Administrative Agent
shall have received executed signature pages hereto from Lenders
constituting the Required Lenders as of the Consent Deadline (as defined below)
and each Credit Party;  (ii)     the Administrative Agent
shall have received from the Borrower a non-refundable fee (the Consent Fee),
for the account of each Lender that has delivered an executed signature page hereto
on or prior to 12:00 noon, New York time, May 12, 2009 or such later
time as the Administrative Agent may notify the Lenders (the Consent Deadline),
equal to 0.50% of the sum of (x) the principal amount of Term Loans of
such  
 * As indicated in Section 1 of
Amendment No. 1 to the Ticketmaster Entertainment Inc. Credit Agreement, the
Credit Agreement is, as of the Amendment Effective Date (as defined in the
Amendment No. 1 to the Ticketmaster Entertainment Inc. Credit Agreement),
amended by the addition and deletion of certain text. For purposes of the
Credit Agreement as Exhibit A Exhibit 10.1 such deletions are indicated
textually in the same manner as the following example:stricken text, and
such additions are indicated textually in the same manner as the following
example:underlined text.


Lender
at the Consent Deadline and (y) the Revolving Commitment of such Lender at
the Consent Deadline; and  (iii)    the Administrative Agent
shall have received a signed certificate of an authorized officer of the
Borrower stating that the Live Nation Merger (as defined in Exhibit A)
shall be consummated pursuant to the terms of the Live Nation Merger Agreement
(as defined in Exhibit A) within one Business Day of the date of
such certificate.  Notwithstanding the
foregoing:  (A) if the Live Nation
Merger has not been consummated on or prior to the first date on which either
the Borrower or Live Nation (as defined in Exhibit A) has the right
to terminate the Live Nation Merger Agreement pursuant to Section 8.1(b)(i) thereof
(for the avoidance of doubt after giving effect to the extension of the End
Date provided for therein) (the Scheduled End Date) then Section 1
of this Amendment shall not become effective notwithstanding the subsequent
satisfaction of the condition set forth in clause (iii) above unless on or
prior to the Scheduled End Date the Borrower shall have (x) paid half of
the Consent Fee required pursuant to clause (ii) above and (y) delivered
a signed certificate of an authorized officer of the Borrower stating that the
Borrower has elected to have the amendments to the definition of Applicable
Percentage set forth in Exhibit B (together, the 50% Pricing
Amendments) become effective on the Scheduled End Date, in which case, the
50% Pricing Amendments shall become effective as of the Scheduled End Date;  (B) if the Borrower has
exercised its option under clause (A) of this Section 3, and the Live
Nation Merger has not been consummated on or prior to the date that is three (3) months
after the Scheduled End Date (the Extended End Date), then Section 1
of this Amendment shall not become effective notwithstanding the subsequent
satisfaction of the condition set forth in clause (iii) above unless on or
prior to the Extended End Date the Borrower shall have (x) paid the
remaining 50% of the Consent Fee required pursuant to clause (ii) above
and (y) delivered a signed certificate of an authorized officer of the
Borrower stating that the Borrower has elected to have the amendments to the
definitions of Applicable Percentage and Eurodollar Rate included in Exhibit A
(together, the Full Pricing Amendments) become effective on the Extended
End Date (except that any reference to Amendment No. 1 Effective Date
contained in such definitions shall be deemed to refer to the Extended End
Date), in which case, the Full Pricing Amendments shall become effective as of
the Extended End Date; and  (C) if the Live Nation
Merger Agreement is terminated in accordance with its terms prior to the
consummation of the Live Nation Merger, then Section 1 of this Amendment
shall not become effective (and, in any event, Section 1 of this Amendment
shall not become effective until each of the conditions set forth in clauses (i) through
(iii) of the first paragraph of this Section 3 have been satisfied),
but, for the avoidance of doubt, the 50% Pricing Amendments or the Full Pricing
Amendments, as applicable, shall remain effective to the extent the Borrower
has previously elected to cause such amendments to become effective in
accordance with clauses (A) or (B) above.  Any portion of the Consent Fee paid in
accordance with clause (A) or (B) above shall be non-refundable under
any circumstances (it being understood, however, that any such payment  2


shall be taken into account
for purposes of determining whether the condition in clause (ii) of the
preceding paragraph has been satisfied).  Section 4.               Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original, but
all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature
page of this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.  Section 5.               Applicable
Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.  Section 6.               Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.  Section 7.               Effect of Amendment.  Except as expressly set forth herein, (i) 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
Administrative Agent, the Collateral Agent or the L/C Issuer, in each case under
the Credit Agreement or any other Credit Document, and (ii) 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
provision of either such agreement or any other Credit Document.  Each and every term, condition, obligation,
covenant and agreement contained in the Credit Agreement or any other Credit
Document is hereby ratified and re-affirmed in all respects and shall continue
in full force and effect.  Each Credit
Party reaffirms its obligations under the Credit Documents to which it is party
and the validity of the Liens granted by it pursuant to the Collateral
Documents.  This Amendment shall
constitute a Credit Document for purposes of the Credit Agreement and from and after
the Amendment Effective Date, all references to the Credit Agreement in any
Credit Document and all references in the Credit Agreement to this Agreement,
hereunder, hereof or words of like import referring to the Credit
Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement
as amended by this Amendment (and to the extent provided in Section 3(A) and
3(B), from and after the Scheduled End Date and the Extended End Date, such
references shall refer to the Credit Agreement as amended by the 50% Pricing
Amendments and the Full Pricing Amendments, respectively).  3


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 above written.  [SIGNATURES
FOLLOW]


TICKETMASTER
  ENTERTAINMENT, INC.By:
  /s/
  BRIAN REGANName:
  Brian
  ReganTitle:
  Executive
  Vice President andChief
  Financial OfficerTICKETMASTER ADVANCE TICKETS,
  LLCTICKETMASTER L.L.C.TICKETMASTER EDCS LLCTICKETMASTER CALIFORNIA GIFT
  CERTIFICATES L.L.C.TICKETMASTER WEST VIRGINIA GIFT
  CERTIFICATES L.L.C.TICKETMASTER GEORGIA GIFT
  CERTIFICATES L.L.C.TICKETMASTER FLORIDA GIFT
  CERTIFICATES L.L.C.MICROFLEX 2001 LLCTICKETMASTER-INDIANA, L.L.C.TICKETMASTER INDIANA HOLDINGS
  CORP.TICKETMASTER NEW VENTURES
  HOLDINGS, INC.TICKETMASTER CHINA VENTURES,
  L.L.C.IAC PARTNER MARKETING, INC.TM VISTA INC.TICKETWEB, LLCTICKETMASTER MULTIMEDIA HOLDINGS
  LLCBy:
  /s/
  BRIAN REGANName:
  Brian
  ReganTitle:
  Executive
  Vice President and ChiefFinancial
  Officer  5


THE
  V.I.P. TOUR COMPANYTNOW
  ENTERTAINMENT GROUP, INC.PREMIUM
  INVENTORY, INC.EVENTINVENTORY.COM,
  INC.NETTICKETS.COM,
  INC.OPENSEATS,
  INC.TICKETSNOW.COM,
  INC.SHOW
  ME TICKETS, LLCECHOMUSIC,
  LLCBy:
  /s/
  BRIAN REGANName:
  Brian
  ReganTitle:
  Vice
  PresidentPACIOLAN,
  INC.By:
  /s/
  BRIAN REGANName:
  Brian
  ReganTitle:
  Vice
  PresidentFLMG
  HOLDINGS CORP.By:
  /s/
  CHRIS RILEYName:
  Chris
  RileyTitle:
  Vice
  PresidentFRONT
  LINE MANAGEMENT GROUP, INC.AZOFF
  PROMOTIONS LLCFEA
  MERCHANDISE INC.FRONT
  LINE BCC LLCILAA,
  INC.ILA
  MANAGEMENT, INC.SPALDING
  ENTERTAINMENT, LLCENTERTAINERS
  ART GALLERY LLCBy:
  /s/
  COLIN HODGSONName:
  Colin
  HodgsonTitle:
  CFO  6


JPMORGAN CHASE BANK, N.A., as
  Administrative Agent, Collateral Agent and as a LenderBy:
  /s/
  PETER B. THAUERName:
  Peter
  B. ThauerTitle:
  Executive
  DirectorPACIFICA
  CDO V, LTDPACIFICA
  CDO VI, LTDWESTWOOD
  CDO II, LTDBy:
  /s/
  WILLIAM LEMBERGName:
  William
  LembergTitle:
  Senior
  Vice PresidentAIB
  DEBT MANAGEMENT, LIMITEDBy:
  /s/
  MICHAEL REILLYName:
  Michael
  ReillyTitle:
  Vice
  PresidentInvestment
  Advisor toAIB
  Debt Management LimitedBy:
  /s/
  KEITH HAMILTONName:
  Keith
  HamiltonTitle:
  Assistant
  Vice PresidentInvestment
  Advisor toAIB
  Debt Management LimitedAVENUE
  CLO IV, LIMITEDAVENUE
  CLO V, LIMITEDAVENUE
  CLO VI, LIMITEDBy:
  /s/
  SRIRAM BALAKRISHNANName:
  Sriram
  BalakrishnanTitle:
  Portfolio
  ManagerBANK
  OF AMERICA, N.A.By:
  /s/
  JAY D. MARQUISName:
  Jay
  D. MarquisTitle:
  Vice
  President  7


BANK OF COMMUNICATIONS CO.,
  LTD., New York BranchBy:
  /s/
  HONG TUName:
  Hong
  TuTitle:
  General
  ManagerBANK
  OF NOVA SCOTIABy:
  /s/
  BRENDA S. INSULLName:
  Brenda
  S. InsullTitle:
  Authorized
  SignatoryBARCLAYS
  BANK PLCBy:
  /s/
  DAVID BARTONName:
  David
  BartonTitle:
  DirectorCANARAS SUMMIT CLO LTD, by
  Canaras Capital Management LLC as Sub-Investment AdviserBy:
  /s/
  ALAN CHAOName:
  Alan
  ChaoTitle:
  Authorized
  SignatoryGREEN
  ISLAND CBNA LOAN FUNDING LLCBy:
  /s/
  ANDREW VALKOName:
  Andrew
  ValkoTitle:
  Attorney-In-FactCIT CLO I LTD., by CIT Asset 
  Management LLCBy:
  /s/
  ROGER M. BURNSName:
  Roger
  M. BurnsTitle:
  PresidentCIT
  Asset Management  8


EAGLE
  MASTER FUND LTD., byCitigroup Alternative
  Investments LLC, as Investment Manager for and on behalf of Eagle Master Fund
  Ltd.LMP CORPORATE LOAN FUND, INC.,
  by Citigroup Alternative Investments LLCREGATTA
  FUNDING LTD., byCitigroup Alternative Investments LLC,
  attorney-in-factBy:
  /s/
  ROGER YEEName:
  Roger
  YeeTitle:
  Vice
  PresidentCOLUMBUSNOVA
  CLO IV LTD. 2007-IICOLUMBUSNOVA
  CLO LTD. 2006-ICOLUMBUSNOVA
  CLO LTD. 2006-IICOLUMBUSNOVA
  CLO LTD. 2007-IBy:
  /s/
  DAVID M. FELTYName:
  David
  M. FeltyTitle:
  DirectorCIFC
  FUNDING 2006-IB, LTD.CIFC
  FUNDING 2006-II, LTD.CIFC
  FUNDING 2007-I, LTD.CIFC
  FUNDING 2007-III, LTD.CIFC
  FUNDING 2007-IV, LTD.By:
  /s/
  WILLIAM PARKName:
  William
  ParkTitle:
  Chief
  Administrative OfficerDENALI CAPITAL LLC, managing
  member of DC Funding Partners LLC,Collateral Manager for Merrill
  Lynch CLO 2007-I, Ltd., or an AffiliateBy:
  /s/
  JOHN P. THACKERName:
  John
  P. ThackerTitle:
  Chief
  Credit Officer  9


FLAGSHIP CLO III, by Deutsche
  Investment Management Americas, Inc. (as successor in interest to
  Deutsche Asset Management, Inc.), as Collateral ManagerFLAGSHIP CLO IV, by Deutsche
  Investment Management Americas, Inc. (as successor in interest to
  Deutsche Asset Management, Inc.), as Collateral ManagerFLAGSHIP CLO V, by Deutsche
  Investment Management Americas, Inc. (as successor in interest to
  Deutsche Asset Management, Inc.), as Collateral ManagerFLAGSHIP CLO VI, by Deutsche
  Investment Management Americas, Inc., as Collateral ManagerBy:
  /s/
  ERIC S. MEYERName:
  Eric
  S. MeyerTitle:
  Managing
  DirectorBy:
  /s/
  THOMAS R. BOUCHARDName:
  Thomas
  R. BouchardTitle:
  Vice
  PresidentDZ
  BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK FRANKFURT AM MAIN, New York
  BranchBy:
  /s/
  PAUL FITZPATRICKName:
  Paul
  FitzpatrickTitle:
  VPBy:
  /s/
  OLIVER HILDENBRANDName:
  Oliver
  HildenbrandTitle:
  SVPFIRST
  COMMERCIAL BANK, Los Angeles BranchBy:
  /s/
  WEN-HAN WUName:
  Wen-Han
  WuTitle:
  Deputy
  General Manager  10


BLUE
  SHIELD OF CALIFORNIAFRANKLIN
  CLO V, LIMITEDFRANKLIN
  CLO VI, LIMITEDBy:
  /s/
  DAVID ARDININame:
  David
  ArdiniTitle:
  Vice
  PresidentFRANKLIN
  FLOATING RATE DAILY ACCESS FUNDFRANKLIN
  FLOATING RATE MASTER SERIESFRANKLIN
  TEMPLETON SERIES II FUNDSFRANKLIN
  FLOATING RATE II FUNDBy:
  /s/
  RICHARD HSUName:
  Richard
  HsuTitle:
  Asst.
  Vice PresidentGENERAL ELECTRIC PENSION TRUST,
  as a Lender, by GE Asset Management Inc., as Collateral ManagerNAVIGATOR CDO 2004, LTD., as a
  Lender, by GE Asset Management Inc., asCollateral ManagerNAVIGATOR CDO 2005, LTD., as a
  Lender, by GE Asset Management Inc., asCollateral ManagerNAVIGATOR CDO 2006, LTD., as a
  Lender, by GE Asset Management Inc., asCollateral ManagerBy:
  /s/
  JOHN CAMPOSName:
  John
  CamposTitle:
  Authorized
  Signatory  11


CHELSEA PARK CLO LTD., by 
  GSO/Blackstone Debt Funds ManagementLLC as Collateral ManagerCOLUMBUS PARK CDO LTD., by 
  GSO/Blackstone Debt Funds ManagementLLC as Collateral ManagerGALE FORCE 1 CLO, LTD., byGSO/Blackstone Debt Funds
  ManagementLLC as Collateral ManagerGALE FORCE 2 CLO, LTD., byGSO/Blackstone Debt Funds
  ManagementLLC as Collateral ManagerGALE FORCE 3 CLO, LTD., byGSO/Blackstone Debt Funds
  ManagementLLC as Collateral ManagerGALE FORCE 4 CLO, LTD., byGSO/Blackstone Debt Funds
  ManagementLLC as Collateral ManagerHUDSON STRAITS CLO 2004, LTD.,
  by GSO/Blackstone Debt Funds ManagementLLC as Collateral ManagerRIVERSIDE PARK CLO LTD., by 
  GSO/Blackstone Debt Funds ManagementLLC as Collateral ManagerBy:
  /s/
  DANIEL H. SMITHName:
  Daniel
  H. SmithTitle:
  Authorized
  Signatory  12


GULF STREAM-COMPASS CLO 2004-1
  LTD, 
  by Gulf Stream Asset Management, LLC, as Collateral ManagerGULF STREAM-SEXTANT CLO 2007-1
  LTD, 
  by Gulf Stream Asset Management, LLC, as Collateral ManagerGULF STREAM-COMPASS CLO 2005-1
  LTD, 
  by Gulf Stream Asset Management, LLC, as Collateral ManagerGULF STREAM-COMPASS CLO 2007,
  LTD, 
  by Gulf Stream Asset Management, LLC, as Collateral ManagerGULF STREAM-SEXTANT CLO 2006-1
  LTD, 
  by Gulf Stream Asset Management, LLC, as Collateral ManagerNEPTUNE
  FINANCE CCS, LTD,by Gulf Stream Asset
  Management, LLC, as Collateral ManagerBy:
  /s/
  MARK D. ABRAHMName:
  Mark
  D. AbrahmTitle:
  TraderHSBC
  BANK USA, National AssociationBy:
  /s/
  STEVEN F LARSENName:
  Steven
  F LarsenTitle:
  First
  Vice PresidentKATONAH
  VII CLOLTD.KATONAH VIII CLO LTD.KATONAH IX CLO LTD.KATONAH X CLO LTD.KATONAH
  2007-I CLO LTD.By:
  /s/
  DANIEL GILLIGANName:
  Daniel
  GilliganTitle:
  Authorized
  OfficerKatonah
  Debt Advisors, LLC,as
  Manager  13


KINGSLAND
  I, LTD., by Kingsland CapitalManagement, LLC as ManagerKINGSLAND
  II, LTD., by Kingsland CapitalManagement, LLC as ManagerKINGSLAND
  III, LTD., by Kingsland CapitalManagement, LLC as ManagerKINGSLAND
  IV, LTD., by Kingsland CapitalManagement, LLC as ManagerKINGSLAND
  V, LTD., by Kingsland CapitalManagement, LLC as ManagerBy:
  /s/
  VINCENT SIINOName:
  Vincent
  SiinoTitle:
  Authorized
  OfficerGRAND
  CENTRAL ASSET TRUST, LBAM SERIESBy:
  /s/
  ADAM JACOBSName:
  Adam
  JacobsTitle:
  Attorney-in-FactLIGHTPOINT
  CLO IV, LTD.LIGHTPOINT
  CLO V, LTD.LIGHTPOINT
  CLO VII, LTD.LIGHTPOINT
  CLO VIII, LTD.By:
  /s/
  COLIN DONLANName:
  Colin
  DonlanTitle:
  Senior
  Vice PresidentLATITUDE
  CLO III, LTD.By:
  /s/
  KIRK WALLACEName:
  Kirk
  WallaceTitle:
  Vice
  President  14


JERSEY STREET CLO, LTD., by its
  Collateral Manager, Massachusetts Financial Services Company (JLX)MARLBOROUGH STREET CLO, LTD.,
  by its Collateral Manager, Massachusetts Financial Services Company (MLX)MFS FLOATING RATE INCOME FUND,
  by its Subinvestment Advisor, Massachusetts Financial Services Company (MFI)MFS SERIES TRUST X on behalf of
  its series, MFS Floating Rate High Income Fund (FRH)*By:
  /s/
  DAVID J COBEYName:
  David
  J CobeyTitle:
  As
  Authorized Representative and NotIndividuallyWIND RIVER CLO I LTD., by
  McDonnell Investment Management, LLC, as ManagerWIND RIVER CLO II  TATE
  INVESTORS, LTD., by McDonnell Investment Management, LLC, as ManagerGANNETT PEAK CLO I, LTD., by
  McDonnell Investment Management, LLC, as Investment ManagerILLINOIS STATE BOARD OF
  INVESTMENT, by McDonnell Investment Management, LLC, as ManagerBy:
  /s/
  KATHLEEN A. ZARNName:
  Kathleen
  A. ZarnTitle:
  Vice
  PresidentMERRILL
  LYNCH BANK USABy:
  /s/
  DAVID MILLETTName:
  David
  MillettTitle:
  Vice
  PresidentMIZUHO
  CORPORATE BANK, LTD.By:
  /s/
  BERTRAM H. TANGName:
  Bertram
  H. TangTitle:
  Authorized
  Signatory  15


VENTURE III CDO LIMITED, by its
  investment advisor, MJX Asset Management LLCVENTURE IV CDO LIMITED, by its
  investment advisor, MJX Asset Management LLCVENTURE V CDO LIMITED, by its
  investment advisor, MJX Asset Management LLCVENTURE VI CDO LIMITED, by its
  investment advisor, MJX Asset Management LLCVENTURE VII CDO LIMITED, by its
  investment advisor, MJX Asset Management LLCVENTURE VIII CDO LIMITED, by
  its investment advisor, MJX Asset Management LLCVENTURE IX CDO LIMITED, by its
  investment advisor, MJX Asset Management LLCVISTA LEVERAGED INCOME FUND, by
  its investment advisor, MJX Asset Management LLCBy:
  /s/
  JOHN P. CALABAName:
  John
  P. CalabaTitle:
  Managing
  DirectorMORGAN
  STANLEY BANK, N.A.By:
  /s/
  MELISSA JAMESName:
  Melissa
  JamesTitle:
  Authorized
  Signatory  16


QUALCOMM GLOBAL TRADING, INC.,
  by Morgan Stanley Investment Management Inc. as Investment ManagerZODIAC FUND  MORGAN STANLEY US
  SENIOR LOAN FUND, by Morgan Stanley Investment Management Inc. as Investment
  ManagerMORGAN STANLEY PRIME INCOME
  TRUSTCONFLUENT 3 LIMITED, by Morgan
  Stanley Investment Management Inc. as Investment ManagerMORGAN STANLEY INVESTMENT
  MANAGEMENT CROTON, LTD., by Morgan Stanley Investment Management Inc. as
  Collateral ManagerMSIM PECONIC BAY, LTD., by
  Morgan Stanley Investment Management Inc. as Collateral ManagerBy:
  /s/
  ROBERT DROBNYName:
  Robert
  DrobnyTitle:
  Executive
  Director  17


CLYDESDALE STRATEGIC CLO I, LTD.,
  by Nomura Corporate Research and Asset Management Inc. as Investment ManagerNCRAM SENIOR LOAN TRUST 2005,
  by Nomura Corporate Research and Asset Management Inc. as Investment AdviserNCRAM LOAN TRUST, by Nomura
  Corporate Research and Asset Management Inc. as Investment AdviserCLYDESDALE CLO 2003 LTD., by
  Nomura Corporate Research and Asset Management Inc. as Collateral ManagerCLYDESDALE CLO 2004, LTD., by
  Nomura Corporate Research and Asset Management Inc. as Investment ManagerCLYDESDALE CLO 2005, LTD., by
  Nomura Corporate Research and Asset Management Inc. as Investment ManagerCLYDESDALE CLO 2006, LTD., by
  Nomura Corporate Research and Asset Management Inc. as Investment ManagerCLYDESDALE CLO 2007, LTD., by
  Nomura Corporate Research and Asset Management Inc. as Investment ManagerBy:
  /s/
  ROBERT HOFFMANName:
  Robert
  HoffmanTitle:
  DirectorPANGAEA CLO 2007-I LTD., by
  Pangaea Asset Management, LLC, its Collateral ManagerSARGAS CLO I LTD., by Sargas
  Asset Management, LLC, its Portfolio ManagerBy:
  /s/
  MATTHEW NELSName:
  Matthew
  NelsTitle:
  Assistant
  Secretary  18


PIONEER
  FLOATING RATE FUNDPIONEER
  SHORT TERM INCOME FUNDPIONEER
  VCT BOND FUNDPIONEER
  BOND FUNDby,
  Pioneer Investment Management, Inc., its AdvisorBy:
  /s/
  MARGARET C. BEGLEYName:
  Margaret
  C. BegleyTitle:
  Associate
  General Counsel and VicePresidentMONTPELIER INVESTMENTS HOLDINGS
  LTD.STICHTING PENSIOENFONDS
  MEDISCHE SPECIALISTENSTICHTING PENSIOENFONDS VOOR
  HUISARTSENby, Pioneer Institutional Asset
  Management, Inc., its AdvisorBy:
  /s/
  MARGARET C. BEGLEYName:
  Margaret
  C. BegleyTitle:
  Associate
  General Counsel and VicePresidentTHE
  ROYAL BANK OF SCOTLAND PLCBy:
  /s/
  ANDREW WYNNName:
  Andrew
  WynnTitle:
  Managing
  Director  19


STANFIELD BRISTOL CLO, LTD., by
  Stanfield Capital Partners LLC as its Collateral ManagerSTANFIELD MCLAREN CLO, LTD., by
  Stanfield Capital Partners, LLC as its Collateral ManagerLFSIGXG LLC, by Stanfield
  Capital Partners LLC as its Sub Investment ManagerSTANFIELD CARRERA CLO, LTD., by
  Stanfield Capital Partners LLC as its Asset ManagerXL RE EUROPE LIMITED, by
  Stanfield Capital Partners, LLC signed as its Collateral ManagerSTANFIELD MODENA CLO, LTD., by
  Stanfield Capital Partners, LLC as its Asset ManagerSTANFIELD VANTAGE CLO, LTD., by
  Stanfield Capital Partners, LLC as its Asset ManagerSTANFIELD AZURE CLO, LTD., by
  Stanfield Capital Partners, LLC as its Collateral ManagerSTANFIELD VEYRON CLO, LTD., by
  Stanfield Capital Partners, LLC as its Collateral ManagerSTANFIELD DAYTONA CLO, LTD., by
  Stanfield Capital Partners, LLC as its Collateral ManagerSTANFIELD ARNAGE CLO, LTD., by
  Stanfield Capital Partners, LLC as its Collateral ManagerBy:
  /s/
  CHRISTOPHER JANSENName:
  Christopher
  JansenTitle:
  Managing
  PartnerSTATE
  BANK OF INDIABy:
  /s/
  PRABODH PARIKHName:
  Prabodh
  ParikhTitle:
  Vice
  President & Head (Credit)  20


SUMITOMO
  MITSUI BANKING CORPORATIONBy:
  /s/
  WILLIAM M. GINNName:
  William
  M. GinnTitle:
  Executive
  OfficerSYMPHONY CLO I, by Symphony
  Asset Management LLCSYMPHONY CLO II, by Symphony
  Asset Management LLCSYMPHONY CLO IV, by Symphony
  Asset Management LLCSYMPHONY CLO VI, by Symphony
  Asset Management LLCBy:
  /s/
  JAMES KIMName:
  James
  KimTitle:
  Associate
  Portfolio ManagerTAIPEI
  FUBON COMMERCIAL BANK, New York AgencyBy:
  /s/
  MICHAEL TANName:
  Michael
  TanTitle:
  VP &
  General ManagerBANK
  OF TOKYO-MITSUBISHI UFJ TRUST COMPANYBy:
  /s/
  CHARLES STEWARTName:
  Charles
  StewartTitle:
  Vice
  PresidentTHE SUMITOMO TRUST AND BANKING
  CO., LTD., New York BranchBy:
  /s/
  FRANCES E. WYNNEName:
  Frances
  E. WynneTitle:
  Senior
  Director  21


TRIMARAN
  CLO IV LTD, by Trimaran Advisors, LLCTRIMARAN
  CLO V LTD, by Trimaran Advisors, LLCTRIMARAN
  CLO VI LTD, by Trimaran Advisors, LLCTRIMARAN
  CLO VII LTD, by Trimaran Advisors, LLCBy:
  /s/
  DAVID M. MILLISONName:
  David
  M. MillisonTitle:
  Managing
  DirectorUNION BANK, N.A. f/k/a UNION
  BANK OF CALIFORNIA N.A.By:
  /s/
  CARY MOOREName:
  Cary
  MooreTitle:
  Senior
  Vice PresidentWACHO
  VIA BANK, National AssociationBy:
  /s/
  RUSS LYONSName:
  Russ
  LyonsTitle:
  DirectorOCEAN TRAILS CLO I, by West
  Gate Horizons Advisors LLC, as Collateral ManagerOCEAN TRAILS CLO II, by West
  Gate Horizons Advisors LLC, as ManagerWG HORIZONS CLO I, by West Gate
  Horizons Advisors LLC, as ManagerBy:
  /s/ J. JOY JACOBName:
  J. Joy JacobTitle:
  Senior Credit Analyst  22


Exhibit A  CREDIT AGREEMENT  dated as of July 25, 2008  among  TICKETMASTERENTERTAINMENT, INC. (f/k/a Ticketmaster), as Borrower,  CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors,  THE LENDERS PARTY HERETO,  JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent,  MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent,  BANK OF AMERICA, N.A., BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING INC., and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents,  J.P. MORGAN SECURITIES INC., and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Joint Lead Arrangers  and  J.P. MORGAN SECURITIES INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BANC OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL, MORGAN STANLEY & CO. INCORPORATED and WACHOVIA CAPITAL MARKETS, LLC as Joint Bookrunners


TABLE OF CONTENTS  Section
  
  PageARTICLE IDEFINITIONS AND ACCOUNTING TERMS1.01
  Defined Terms
  11.02
  Interpretative Provisions
  40431.03
  Accounting Terms and Provisions
  41431.04
  Rounding
  42441.05
  Times of Day
  42451.06
  Exchange Rates; Currency Equivalents
  42451.07
  Additional Alternative Currencies
  43451.08
  Additional Borrowers
  43451.09
  Change of Currency
  43461.10
  Letter of Credit Amounts
  4446ARTICLE IICOMMITMENTS AND CREDIT EXTENSIONS2.01
  Commitments
  44462.02
  Borrowings, Conversions and Continuations
  50522.03
  Additional Provisions with Respect to Letters of Credit
  51542.04
  Additional Provisions with Respect to Swingline Loans
  59612.05
  Repayment of Loans
  61632.06
  Prepayments
  62642.07
  Termination or Reduction of Commitments
  66682.08
  Interest
  66692.09
  Fees
  67692.10
  Computation of Interest and Fees
  69712.11
  Payments Generally; Administrative Agents Clawback
  69712.12
  Sharing of Payments by Lenders
  71732.13
  Evidence of Debt
  72742.14
  CAM Exchange
  7275ARTICLE IIITAXES, YIELD PROTECTION AND ILLEGALITY3.01
  Taxes
  73763.02
  Illegality
  76793.03
  Inability to Determine Rates
  77793.04
  Increased Cost; Capital Adequacy
  77803.05
  Compensation for Losses
  7881  i


Section
  
  Page3.06
  Mitigation Obligations; Replacement of Lenders
  79823.07
  Survival Losses
  80823.08
  Additional Reserve Costs
  8082ARTICLE IVGUARANTY4.01
  The Guaranty
  81834.02
  Obligations Unconditional
  81844.03
  Reinstatement
  82854.04
  Certain Waivers
  83854.05
  Remedies
  83864.06
  Rights of Contribution
  83864.07
  Guaranty of Payment; Continuing Guaranty
  84864.08
  Joint and Several Liability of the Borrower
  8486ARTICLE VCONDITIONS PRECEDENT TO CREDIT EXTENSIONS5.01
  Conditions to Closing Date
  84875.02
  Conditions to the Funding Date
  85885.03
  Conditions to All Credit Extensions
  8891ARTICLE VIREPRESENTATIONS AND WARRANTIES6.01
  Existence, Qualification and Power
  89926.02
  Authorization; No Contravention
  89926.03
  Governmental Authorization; Other Consents
  90926.04
  Binding Effect
  90936.05
  Financial Statements
  90936.06
  No Material Adverse Effect
  91936.07
  Litigation
  91946.08
  No Default
  91946.09
  Ownership of Property; Liens
  91946.10
  Taxes
  91946.11
  ERISA Compliance
  92946.12
  Subsidiaries
  92956.13
  Margin Regulations; Investment Company Act
  93956.14
  Disclosure
  93966.15
  Compliance with Laws
  93966.16
  Solvency
  93966.17
  Intellectual Property; Licenses, Etc.
  9396  ii


Section
  
  Page6.18
  Security Agreement
  94966.19
  Pledge Agreement
  9497ARTICLE VIIAFFIRMATIVE COVENANTS7.01
  Financial Statements
  95987.02
  Certificates; Other Information
  96997.03
  Notification
  981017.04
  Preservation of Existence
  981017.05
  Payment of Taxes and Other Obligations
  981017.06
  Compliance with Law
  991027.07
  Maintenance of Property
  991027.08
  Insurance
  991027.09
  Books and Records
  991027.10
  Inspection Rights
  991027.11
  Use of Proceeds
  1001037.12
  Joinder of Subsidiaries as Guarantors
  1001037.13
  Pledge of Capital Stock
  1001037.14
  Pledge of Other Property
  1011047.15
  Further Assurances Regarding Collateral
  1011047.16
  Post-Closing Matters
  102105ARTICLE VIIINEGATIVE
  COVENANTS8.01
  Liens
  1031068.02
  Investments
  1061098.03
  Indebtedness
  1081118.04
  Mergers and Dissolutions
  1111148.05
  Dispositions
  1121158.06
  Restricted Payments
  1121168.07
  Change in Nature of Business
  1131188.08
  Change in Accounting Practices or Fiscal Year
  1131188.09
  Transactions with Affiliates
  1141188.10
  Financial Covenants
  1141188.11
  Limitation on Subsidiary Distributions
  1141188.12
  Spin-Off
  1151198.13
  Transfers/Investments with respect to Certain Subsidiaries
  115120  iii


Section
  
  PageARTICLE IXEVENTS OF DEFAULT AND REMEDIES9.01
  Events of Default
  1161209.02
  Remedies upon Event of Default
  1181239.03
  Application of Funds
  119123ARTICLE XAGENTS10.01
  Appointment and Authorization of Administrative Agent and
  Collateral Agent
  12012410.02
  Rights as a Lender
  12112510.03
  Exculpatory Provisions
  12112610.04
  Reliance by Administrative Agent and Collateral Agent
  12212710.05
  Delegation of Duties
  12312710.06
  Resignation of the Administrative Agent or the Collateral
  Agent
  12312710.07
  Non-Reliance on Administrative Agent, Collateral Agent and
  Other Lenders
  12412810.08
  No Other Duties
  12412910.09
  Administrative Agent or Collateral Agent May File
  Proofs of Claim
  12412910.10
  Collateral and Guaranty Matters
  12513010.11
  Withholding Tax
  12613010.12
  Treasury Management Agreements and Swap Contracts
  126131ARTICLE XIMISCELLANEOUS11.01
  Amendments, Etc.
  12713111.02
  Notices; Effectiveness; Electronic Communication
  13013511.03
  No Waiver; Cumulative Remedies; Enforcement
  13213711.04
  Expenses; Indemnity; Damage Waiver
  13313711.05
  Payments Set Aside
  13513911.06
  Successors and Assigns
  13514011.07
  Treatment of Certain Information; Confidentiality
  14114511.08
  Right of Setoff
  14214611.09
  Interest Rate Limitation
  14214611.10
  Counterparts; Integration; Effectiveness
  14314711.11
  Survival of Representations and Warranties
  14314711.12
  Severability
  14314711.13
  Replacement of Lenders
  14314811.14
  Governing Law; Jurisdiction; Etc.
  14514911.15
  Waiver of Jury Trial
  146150  iv


Section
  
  Page11.16
  USA PATRIOT Act Notice
  14615011.17
  Designation as Senior Debt
  14615111.18
  No
  Advisory or Fiduciary Responsibility
  146151  v


SCHEDULESSchedule
  1.01A
  
  Existing
  Letters of CreditSchedule
  1.01B
  
  Funding
  Date GuarantorsSchedule
  2.01
  
  Lenders
  and CommitmentsSchedule
  2.09(c)
  
  Funding
  FeesSchedule
  3.08
  
  Mandatory
  Cost RateSchedule
  5.01(c)(ii)
  
  Scheduled
  MattersSchedule
  6.12
  
  SubsidiariesSchedule
  7.08
  
  InsuranceSchedule
  8.01
  
  Existing
  LiensSchedule
  8.02
  
  Existing
  InvestmentsSchedule
  8.03
  
  Existing
  IndebtednessSchedule
  11.02
  
  Notice
  AddressesEXHIBITSExhibit 1.01A
  
  Form of
  Pledge AgreementExhibit 1.01B
  
  Form of
  Security AgreementExhibit 2.02
  
  Form of
  Loan NoticeExhibit 2.13-1
  
  Form of
  Dollar Revolving NoteExhibit 2.13-2
  
  Form of
  Approved Currency Revolving NoteExhibit 2.13-3
  
  Form of
  Swingline NoteExhibit 2.13-4
  
  Form of
  Term A NoteExhibit 2.13-5
  
  Form of
  Term B NoteExhibit 3.01(e)
  
  Form of
  Non-Bank CertificateExhibit 7.02(b)
  
  Form of
  Compliance CertificateExhibit 7.12
  
  Form of
  Joinder AgreementExhibit 11.06
  
  Form of
  Assignment and Assumption  vi


CREDIT AGREEMENT  This
CREDIT AGREEMENT (this Credit Agreement) is entered into as of July 25,
2008, among TICKETMASTERENTERTAINMENT, INC.
(f/k/a Ticketmaster), a Delaware corporation (together with its successors,the Borrower), the
Guarantors identified herein, the Lenders party hereto, and JPMORGAN CHASE
BANK, N.A., as Administrative Agent and Collateral Agent.  W I T N E S S E T H  WHEREAS,
the Borrower and the Guarantors have requested that the Lenders provide
revolving credit and term loan facilities for the purposes set forth herein;
and  WHEREAS,
the Lenders have agreed to make the requested facilities available on the terms
and conditions set forth herein;  NOW,
THEREFORE, in consideration of these premises and the mutual covenants and
agreements contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:  ARTICLE
I  DEFINITIONS
AND ACCOUNTING TERMS  1.01        Defined
Terms.  As used in this Credit Agreement, the following terms
have the meanings provided below:  Acquisition
means the purchase or acquisition (whether in one or a series of related
transactions) by any Person of (a) more than fifty percent (50%) of the
Capital Stock with ordinary voting power of another Person or (b) all or
substantially all of the property (other than Capital Stock) of another Person
or division or line of business or business unit of another Person, whether or
not involving a merger or consolidation with such Person.  Adjusted
Eurodollar Rate means, with respect to any Borrowing of Eurodollar Rate
Loans for any Interest Period, (a) an interest rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) determined by the
Administrative Agent to be equal to the Eurodollar Rate for such Borrowing of
Eurodollar Rate Loans in effect for such Interest Period divided by (b) 1 minus
the Statutory Reserves (if any) for such Borrowing of Eurodollar Rate Loans for
such Interest Period.  Administrative
Agent means JPMCB in its capacity as administrative agent for the Lenders
under any of the Credit Documents, or any successor administrative agent.  1


Administrative
Agents Office means the Administrative Agents address and, as
appropriate, account as set forth on Schedule 11.02, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.  Administrative
Questionnaire means an administrative questionnaire for the Lenders in a
form supplied by the Administrative Agent.  Affiliate
means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.  Agent
means either of the Administrative Agent or the Collateral Agent.  Aggregate
Approved Currency Revolving Commitments means the Approved Currency
Revolving Commitments of all the Lenders.  Aggregate
Approved Currency Revolving Committed Amount has the meaning provided in Section 2.01(a)(ii).  Aggregate
Commitment Percentage means, for each Lender, a fraction (expressed as a
percentage carried to the ninth decimal place), the numerator of which is the
amount of such Lenders respective Revolving Commitment, Term A Loan Commitment
and Term B Loan Commitment and the denominator of which is the Aggregate
Commitments.  Aggregate
Commitments means the aggregate principal amount of the Revolving
Commitments, Term A Loan Commitments and Term B Loan Commitments.  Aggregate
Dollar Revolving Commitments means the Dollar Revolving Commitments of all
the Lenders.  Aggregate
Dollar Revolving Committed Amount has the meaning provided in Section 2.01(a)(i).  Aggregate
Revolving Commitments means the collective reference to the Aggregate
Dollar Revolving Commitments and the Aggregate Approved Currency Revolving
Commitments.  Aggregate
Revolving Committed Amount means the collective reference to the Aggregate
Dollar Revolving Committed Amount and the Aggregate Approved Currency Revolving
Committed Amount.  Aggregate
Term A Loan Committed Amount means one hundred million Dollars ($100.0
million).  Aggregate
Term B Loan Committed Amount means three hundred fifty million Dollars
($350.0 million).  2


Alternative
Currency means each of Euros, Canadian Dollars and Sterling and any other
currency added as an Alternative Currency pursuant to Section 1.07
hereof.  Alternative
Currency Equivalent means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as reasonably determined by the Administrative Agent or
the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined
in respect of the most recent Revaluation Date) for the purchase of such
Alternative Currency with Dollars.  Amendment No. 1 shall mean Amendment No. 1,
dated as of May 12, 2009 to the Credit Agreement.  Amendment No. 1
Effective Date shall mean the date on which Amendment No. 1 becomes
effective in accordance with the terms of Section 3 thereof.  Applicable
Percentage means (i) with respect to Term B Loans, (x) 3.254.50% in the case of Eurodollar Rate Loans
and (y) 2.253.50% in the case
of Base Rate Loans and (ii) with respect to Revolving Loans, Swingline
Loans, Letter of Credit Fees and Term A Loans the following percentages per
annum:  APPLICABLE PERCENTAGES FOR
REVOLVING LOANS, SWINGLINE LOANS,
LETTER OF CREDIT FEES AND TERM A LOANS  Pricing 
  Level
  
  Consolidated 
  Total
  Leverage 
  Ratio
  
  Eurodollar Rate
  Loans (other 
  than for 
  Revolving 
  Loans)
  
  Base Rate 
  Loans (other 
  than for 
  Revolving 
  Loans)
  
  Eurodollar 
  Rate Loans 
  (for Revolving
  Loans) and 
  Letter of 
  Credit Fees
  
  Base Rate 
  Loans 
  (for 
  Revolving 
  Loans)I
  
  < 1.50:1.00
  
  2.253.50
  %
  1.252.50
  %
  1.753.00
  %
  0.752.00
  %II
  
  >1.50 but< 2.25:1.00
  
  2.503.75
  %
  1.502.75
  %
  2.003.25
  %
  1.002.25
  %III
  
  > 2.25 but< 3.00:1.00
  
  2.754.00
  %
  1.753.00
  %
  2.253.50
  %
  1.252.50
  %IV
  
  >3.00:1.00
  
  3.004.25
  %
  2.003.25
  %
  2.503.75
  %
  1.502.75
  %  Applicable
Percentages for Revolving Loans, Swingline Loans, Letter of Credit Fees and
Term A Loans will be based on the Consolidated Total Leverage Ratio as set
forth in the most recent Compliance Certificate received by the Administrative
Agent pursuant to Section 7.02(b). Any increase or decrease in such
Applicable Percentage resulting from a change in the Consolidated Total
Leverage Ratio shall become effective on the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 7.02(b);
provided, however, that if (i) a Compliance Certificate is
not delivered when due in accordance therewith or (ii) an Event of Default
pursuant to Section 9.01(a), (f) or (h) has occurred
and is continuing,  3


then,
in the case of clause (i) pricing level IV shall apply as of the
first Business Day after the date on which such Compliance Certificate was
required to have been delivered until the first Business Day immediately
following delivery thereof, and in the case of clause (ii) pricing
level IV shall apply as of the first Business Day after the occurrence of such
Event of Default until the first Business Day immediately following the cure or
waiver of such Event of Default.  The
Applicable Percentage in effect from the Closing Date through the date for
delivery of the Compliance Certificate for the first full fiscal quarter ending
after the Closing Date shall be determined based upon pricing level III for
Revolving Loans, Swingline Loans, Letter of Credit Fees and Term A Loans.  Determinations
by the Administrative Agent of the appropriate pricing level shall be
conclusive absent manifest error.  In
the event that any financial statement or Compliance Certificate delivered
pursuant to Section 7.01 or 7.02 is shown to be inaccurate
(regardless of whether this Credit Agreement or the Commitments are in effect
or any Loans are outstanding when such inaccuracy is discovered), and such inaccuracy,
if corrected, would have led to the application of a higher Applicable
Percentage for any period (an Applicable Period) than the Applicable
Percentage applied for such Applicable Period, and only in such case, then the
Borrower shall immediately (i) deliver to the Administrative Agent a
corrected Compliance Certificate for such Applicable Period, (ii) determine
the Applicable Percentage for such Applicable Period based upon the corrected
Compliance Certificate, and (iii) immediately pay to the Administrative
Agent the accrued additional interest owing as a result of such increased
Applicable Percentage for such Applicable Period, which payment shall be
promptly applied by the Administrative Agent in accordance with Section 2.11.  The rights of the Administrative Agent and
Lenders pursuant to this paragraph are in addition to rights of the
Administrative Agent and Lenders with respect to Sections 2.08(b) and
9.02 and other of their respective rights under the Credit Documents.  Applicable
Period has the meaning assigned to such term in the definition of
Applicable Percentage.  Applicable
Time means, with respect to any borrowings and payments in any Alternative
Currency, the local time in the place of settlement for such Alternative
Currency as may be determined by the Administrative Agent or the L/C Issuer, as
applicable, to be necessary for timely settlement on the relevant date in
accordance with normal banking procedures in the place of payment.  Approved
Currency means each of Dollars and each Alternative Currency.  Approved
Currency Revolving Commitment means, for each Lender, the commitment of
such Lender to make Approved Currency Revolving Loans hereunder.  Approved
Currency Revolving Commitment Percentage means, for each Approved Currency
Revolving Lender, a fraction (expressed as a percentage carried to the ninth
decimal place), the numerator of which is such Approved Currency Revolving
Lenders Approved Currency Revolving Committed Amount and the denominator of
which is the Aggregate  4


Approved Currency Revolving Committed Amount.  The initial Approved Currency Revolving
Commitment Percentages are set forth in Schedule 2.01.  Approved
Currency Revolving Committed Amount means, for each Approved Currency
Revolving Lender, the amount of such Lenders Approved Currency Revolving
Commitment.  The initial Approved
Currency Revolving Committed Amounts are set forth in Schedule 2.01.  Approved
Currency Revolving Facility means the Aggregate Approved Currency
Revolving Commitments and the provisions herein related to the Approved
Currency Revolving Loans.  Approved
Currency Revolving Facility Fee has the meaning provided in Section 2.09(a).  Approved
Currency Revolving Lenders means those Lenders with Approved Currency
Revolving Commitments, together with their successors and permitted
assigns.  The initial Approved Currency
Revolving Lenders are identified in Schedule 2.01.  Approved
Currency Revolving Loan has the meaning provided in Section 2.01(a)(ii).  Approved
Currency Revolving Notes means the promissory notes, if any, given to
evidence the Approved Currency Revolving Loans, as amended, restated, modified,
supplemented, extended, renewed or replaced. 
A form of Approved Currency Revolving Note is attached as Exhibit 2.13-2.  Approved
Fund means any Fund that is administered, managed or underwritten by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.  Assignment
and Assumption means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section 11.06) and accepted by the Administrative Agent
and, if required by Section 11.06, the Borrower, in substantially
the form of Exhibit 11.06 or any other form approved by the
Administrative Agent.  Attributable
Principal Amount means (a) in the case of capital leases, the amount
of capital lease obligations determined in accordance with GAAP, (b) in
the case of Synthetic Leases, an amount determined by capitalization of the
remaining lease payments thereunder as if it were a capital lease determined in
accordance with GAAP, and (c) in the case of Sale and Leaseback
Transactions, the present value (discounted in accordance with GAAP at the debt
rate implied in the applicable lease) of the obligations of the lessee for
rental payments during the term of such lease).  Auto-Extension
Letter of Credit has the meaning provided in Section 2.03(b)(iii).  Azoff Promissory Note means
the promissory note issued by the Borrower to the Azoff Family Trust of 1997,
dated May 27, 1997, as amended, in exchange for all outstanding shares of  5


Series A Preferred, including all amounts accrued thereon, in
accordance with the Live Nation Merger Agreement, together with any additional
notes issued by the Borrower to Irving Azoff or the Azoff Family Trust, dated May 27,
2007, as amended, as in kind payment of interest due on the Azoff Promissory
Note.  Base
Rate means (i) in the case of Loans denominated in Dollars for any
day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect
for such day as publicly announced from time to time by JPMCB as its prime
rate in effect at its principal office in New York City and (ii) in the
case of Loans denominated in Canadian Dollars the greater of (a) the rate
of interest publicly announced from time to time by JPMorgan Chase Bank, N.A.,
Toronto Branch as its reference rate of interest for loans made in Canadian
Dollars to Canadian customers and designed as its prime rate and (b) the
rate of interest per annum equal to the average annual yield rate for one-month
Canadian Dollar bankers acceptances (expressed for such purposes as a yearly
rate per annum) which is shown on the CDOR Page (or any substitute) at 10:00 A.M.
(Toronto time) on such day (or if not a Business Day, the preceding Business
Day), plus 0.75% per annum.  The prime
rate is a rate set by JPMCB or JPMorgan Chase Bank, N.A., Toronto Branch, as
applicable based upon various factors including its costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in such rate announced
by JPMCB or JPMorgan Chase Bank, N.A., Toronto Branch shall take effect at the
opening of business on the day specified in the public announcement of such
change.  Base
Rate Loan means a Loan that bears interest based on the Base Rate.  BCV
means Broadway China Ventures, LLC.  Borrower
has the meaning provided in the recitals hereto, together with its successors
and permitted assigns pursuant to Section 8.04.  Borrowing
means (a) a borrowing consisting of simultaneous Loans of the same Type
and, in the case of Eurodollar Rate Loans, having the same Interest Period, or (b) a
borrowing of Swingline Loans, as appropriate.  Business
Day means any day (other than a day which is a Saturday, Sunday, or other
day on which banks in New York are authorized or required by law to close); provided,
however, that (a) when used in connection with a rate determination,
borrowing, or payment in respect of a Eurodollar Rate Loan, the term Business
Day shall also exclude any day on which banks in London, England are not open
for dealings in deposits of Dollars or foreign currencies, as applicable, in
the London Interbank Market, (b) if such day relates to any dealings in
any currency other than Dollars to be carried out pursuant to this Credit
Agreement, the term Business Day shall also exclude any day on which banks
are not open for foreign exchange dealings between banks in the home country of
such foreign currency.  Canadian
Dollars and C$ means the lawful currency of Canada.  Capital
Stock means (a) in the case of a corporation, capital stock, (b) in
the case of an association or business entity, any and all shares, interests,
participations, rights or other  6


equivalents
(however designated) of capital stock, (c) in the case of a partnership,
partnership interests (whether general or limited), (d) in the case of a
limited liability company, membership interests and (e) any other interest
or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.  Cash
Collateralize has the meaning provided in Section 2.03(g).  Cash
Equivalents means (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is
pledged in support thereof) having maturities of not more than twelve (12)
months from the date of acquisition, (b) Dollar-denominated time deposits,
money market deposits and certificates of deposit of (i) any Lender that
accepts such deposits in the ordinary course of such Lenders business, (ii) any
domestic commercial bank of recognized standing having capital and surplus in
excess of $500.0 million or (iii) any bank whose short-term commercial
paper rating from S&P is at least A-1 or from Moodys is at least P-1, in
each case with maturities of not more than two hundred seventy (270) days from
the date of acquisition, (c) commercial paper issued by any issuer bearing
at least an A-2 rating for any short-term rating provided by S&P and/or
Moodys and maturing within two hundred seventy (270) days of the date of
acquisition, (d) repurchase agreements entered into by the Borrower with a
bank or trust company (including any of the Lenders) or recognized securities
dealer having capital and surplus in excess of $500.0 million for direct
obligations issued by or fully guaranteed by the United States and having, on
the date of purchase thereof, a fair market value of at least one hundred
percent (100%) of the amount of the repurchase obligations, (e) Investments
(classified in accordance with GAAP as current assets) in money market
investment programs registered under the Investment Company Act of 1940, as
amended, that are administered by reputable financial institutions having
capital and surplus of at least $500.0 million and the portfolios of which are
limited to Investments of the character described in the foregoing subclauses
hereof, (f) shares of mutual funds if no less than 95% of such funds
investments satisfy the provisions of clauses (a) through (e) above,
and (g) in the case of any Foreign Subsidiary, short-term investments of
comparable credit quality and tenor to those referred to in clauses (a) through
(f) above which are customarily used for cash management purposes
in any country in which such Foreign Subsidiary operates.  Change
in Law means the occurrence, after the Closing Date, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental
Authority.  Change of Control means an event or series
of events by which:  (a)           any
person or group (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, but excluding any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such
plan) other than a Permitted Holder becomes the beneficial owner (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934),
directly or indirectly, of forty percent (40%) or more  7


of the equity securities of the
BorrowerLive Nation entitled to vote
for members of the board of directors or equivalent governing body of the
BorrowerLive Nation on a fully diluted
basis;  (b)           during
any period of twelve (12) consecutive months, a majority of the members of the
board of directors or other equivalent governing body of the BorrowerLive Nation cease to be composed of
individuals (i) who were members of that board or equivalent governing
body on the first day of such period, (ii) whose election or nomination to
that board or equivalent governing body was approved by individuals referred to
in clause (i) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was
approved by a Permitted Holder or by individuals referred to in clauses (i) and
(ii) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body (excluding, in
the case of both clauses (ii) and (iii), any individual
whose initial nomination for, or assumption of office as, a member of that
board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of
one or more directors by any person or group other than a solicitation for the
election of one (1) or more directors by or on behalf of the board of
directors);or  (c)           a
change of control or any comparable term under, and as defined in, any of the
documentation relating to the Senior Notes shall have occurred; or  (d)           at any time after the Live Nation
Merger, Live Nation shall cease to own, directly or indirectly, a majority of
the equity securities of the Borrower entitled to vote for members of the board
of directors or equivalent governing body of the Borrower.  Closing
Date means the date hereof.  Collateral
means the collateral identified in, and at any time covered by, the Collateral
Documents.  Collateral
Agent means JPMCB in its capacity as collateral agent for the Lenders
under any of the Collateral Documents, or any successor collateral agent.  Collateral
Documents means the Security Agreement, the Pledge Agreement, the Mortgages
and any other documents executed and delivered in connection with the
attachment and perfection of security interests granted to secure the
Obligations.  Commitment
Fees has the meaning provided in Section 2.09(a).  Commitment
Letter means the Commitment Letter dated as of June 19, 2008 among
the Borrower, JPMCB, the Lead Arrangers and the other parties thereto, together
with all schedules and annexes thereto, as amended to the date hereof.  Commitment
Percentage means the Revolving Commitment Percentage, the Term A Loan
Commitment Percentage or the Term B Loan Commitment Percentage, as appropriate.  8


Commitment
Period means the period from and including the Closing Date to the earlier
of (a)(i) in the case of Revolving Loans and Swingline Loans, the
Revolving Termination Date, (ii) in the case of the Letters of Credit, the
L/C Expiration Date or (iii) in the case of the Term Loans, the Funding
Date, or (b) in the case of the Revolving Loans, Swingline Loans and the
Letters of Credit, the date on which the applicable Revolving Commitments shall
have been terminated as provided herein.  Commitments
means the Revolving Commitments, the L/C Commitments, the Swingline Commitment,
the Term A Loan Commitments and the Term B Loan Commitments.  Compliance
Certificate means a certificate substantially in the form of Exhibit 7.02(b).  Consolidated
Capital Expenditures means, for any period for the Consolidated Group,
without duplication, all expenditures with respect to property, plant and
equipment during such period which should be capitalized in accordance with
GAAP (including the Attributable Principal Amount of capital leases).  Consolidated
EBITDA means, for any period for the Consolidated Group, Consolidated Net
Income in such period plus, without duplication, (A) in each case
solely to the extent decreasing Consolidated Net Income in such period: (a) Consolidated
Interest Expense (without giving effect to the second proviso of the definition
of Consolidated Interest Expense), (b) provision for taxes, to the extent
based on income or profits, (c) amortization and depreciation, (d) the
amount of all expenses incurred in connection with (x)the closing and funding of this Credit Agreement, the
Senior Notes or the Transactionsand (y) the
Live Nation Merger (regardless of whether such expenses were incurred prior to
the Amendment No. 1 Effective Date) in an amount under this clause (y) not
to exceed $25.0 million, (e) the amount of all non-cash deferred compensation
expense, (f) the amount of all expenses associated with the early
extinguishment of Indebtedness permitted hereunder incurred, (g) any
losses from sales of Property, other than from sales in the ordinary course of
business, (h) any non-cash impairment loss of goodwill or other
intangibles required to be taken pursuant to GAAP, (i) any non-cash
expense recorded with respect to stock options or other equity-based
compensation, (j) any extraordinary loss in accordance with GAAP, (k) any
restructuring, non-recurring or other unusual item of loss or expense
(including write-offs and write-downs of assets), other than any write-off or
write-down of inventory or accounts receivable; provided that the
aggregate amount of any such losses or expenses in cash shall not exceed $25.0
million in any four quarter period ending on or prior to September 30,
2009 and $6.0 million in any four quarter period ending thereafter(it being understood that in the event an item
of expense in connection with the Live Nation Merger qualifies to be added back
to Consolidated Net Income pursuant to clause (d) above, upon the
Amendment No. 1 Effective Date such expense shall be deemed to be
allocated to clause (d) above for the applicable period for purposes of
calculations made after such date to the full extent of the amount available
thereunder prior to being classified under this clause (k)), (l) any
non-cash loss related to discontinued operations and (m) any other
non-cash charges (other than write-offs or write-downs of inventory or accounts
receivable); provided that, in the case of any non-cash charge referred
to in this definition of Consolidated EBITDA that relates to accruals or
reserves for a future cash disbursement, such future cash disbursement shall be
deducted from Consolidated EBITDA in the period when such cash is so disbursed;
minus (B) in each case solely to the extent increasing Consolidated
Net Income in such period:  (a) any  9


extraordinary
gain in accordance with GAAP, (b) any nonrecurring item of gain or income
(including write-ups of assets), other than any write-up of inventory or
accounts receivable, (c) any gains from sales of Property, other than from
sales in the ordinary course of business, (d) any non-cash gain related to
discontinued operations, and (e) the aggregate amount of all other
non-cash items increasing Consolidated Net Income during such period; provided
that in the case of any non-cash item referred to in clause (B) of
this definition of Consolidated EBITDA that relates to a future cash payment to
the Borrower or a Subsidiary, such future cash payment shall be added to
Consolidated EBITDA in the period when such payment is so received by the
Borrower or such Subsidiary.  Subject
to the following sentence, Consolidated EBITDA for the fiscal quarters ended September 30,
2007, December 31, 2007 and March 31, 2008 shall be deemed to be
$66.8 million, $80.2 million and $70.2 million, respectively.  Without duplication of any pro forma adjustments
reflected in the amounts set forth in the immediately preceding sentence,
Consolidated EBITDA for any period shall be calculated on a Pro Forma Basis
pursuant to Section 1.03(b).  Consolidated
Excess Cash Flow means, for any period for the Consolidated Group, (a) net
cash provided by operating activities for such period as reported on the
audited GAAP cash flow statement delivered under Section 7.01(a) minus
(b) the sum of, in each case to the extent not otherwise reducing net cash
provided by operating activities in such period, without duplication, (i) scheduled
principal payments and payments of interest in each case made in cash on
Consolidated Total Funded Debt during such period (including for purposes
hereof, sinking fund payments, payments in respect of the principal components
under capital leases and the like relating thereto), in each case other than in
connection with a refinancing thereof, (ii) Consolidated Capital
Expenditures made in cash during such period that are not financed with the proceeds
of Indebtedness, an issuance of Capital Stock or from a reinvestment of Net
Cash Proceeds referred to in Section 2.06(b)(ii), (iii) optional
prepayments of Funded Debt during such period (other than prepayments of
Revolving Loans owing under this Credit Agreement (unless, in the case of a
prepayment of Revolving Loans, there is a simultaneous reduction in the
Aggregate Revolving Commitments in the amount of such prepayment pursuant to Section 2.07)
and other such optional prepayments made with the proceeds of other
Indebtedness), (iv) to the extent not financed with the incurrence or
assumption of Indebtedness or proceeds from an issuance of Capital Stock,
Subject Dispositions, Specified Dispositions or Involuntary Dispositions, cash
sums expended for Investments pursuant to Sections 8.02(c), (i), (j),
(k) (other than with respect to any amount expended on such
Investments through the use of the Cumulative Credit) or (v) during
such period, (v) without duplication of amounts deducted from Consolidated
Excess Cash Flow in prior periods, the aggregate consideration required to be
paid in cash by the Borrower or any Subsidiary pursuant to binding contracts
(the Contract Consideration) entered into prior to or during such
period relating to Consolidated Capital Expenditures to be consummated or made
during the three months following the end of such period, provided that
to the extent the aggregate amount of internally generated cash actually
utilized to finance such Consolidated Capital Expenditures during such three
months is less than the Contract Consideration, the amount of such shortfall
shall be added to Consolidated Excess Cash Flow for the period following such
period and (vi) to the extent such amounts increased net cash provided by
operating activities in such period, funds collected by the Borrower or any of
its Subsidiaries on behalf of clients of the Borrower or any of its
Subsidiaries representing the  10


face
amount of tickets sold plus (c) to the extent such amounts
decreased net cash provided by operating activities in such period, funds
remitted by the Borrower or any of its Subsidiaries to clients of the Borrower
or any of its Subsidiaries representing the face amount of tickets sold.  Consolidated
Group means the Borrower and its consolidated Subsidiaries, as determined
in accordance with GAAP.Notwithstanding anything in the previous
sentence to the contrary, the Consolidated Group shall not include the Live
Nation Group or any member thereof.  Consolidated
Interest Coverage Ratio means, as of the last day of each fiscal quarter
for the period of four (4) consecutive fiscal quarters then ending, the
ratio of (i) Consolidated EBITDA of the Consolidated Group to (ii) Consolidated
Interest Expense of the Consolidated Group.  Consolidated
Interest Expense means, for any period, the sum of the total interest
expense of the Consolidated Group (calculated without regard to any limitations
on the payment thereof) plus, without duplication, the interest component under
capital leases determined on a consolidated basis minus interest income
determined on a consolidated basis (except to the extent included in the
Borrowers consolidated revenues in accordance with GAAP); provided that
the amortization of deferred financing, legal and accounting costs with respect
to this Credit Agreement and the Senior Notes shall be excluded from
Consolidated Interest Expense to the extent the same would otherwise have been
included therein; provided  further that subject to adjustment for
events occurring after the Funding Date pursuant to Section 1.03(b),
Consolidated Interest Expense for any period ending prior to the first
anniversary of the Funding Date shall be determined by multiplying (x) Consolidated
Interest Expense from and including the Funding Date to and including the last
day of such period by (y) a fraction, the numerator of which is 365 and
the denominator of which is the number of days in such period.  Without
duplication of any of the adjustments reflected in the calculations set forth
in the second proviso of the immediately preceding sentence, Consolidated
Interest Expense shall be calculated on a Pro Forma Basis pursuant to Section 1.03(b).  Consolidated
Net Income means, for any period for the Consolidated Group, the net
income (or loss), determined on a consolidated basis (after any deduction for
minority interests) of the Consolidated Group in accordance with GAAP, provided
that (i) in determining Consolidated Net Income, the net income of any
other Person which is not a Subsidiary of the Borrower or is accounted for by
the Borrower by the equity method of accounting shall be included only to the
extent of the payment of cash dividends or cash distributions by such other
Person to a member of the Consolidated Group during such period, (ii) the
net income of any Subsidiary of the Borrower (other than a Guarantor) that is
not distributed to the Borrower or a Guarantor shall be excluded to the extent
that the declaration or payment of cash dividends or similar cash distributions
by that Subsidiary of that net income is not at the date of determination
permitted by operation of its Organization Documents or any agreement,
instrument or law applicable to such Subsidiary and (iii) the cumulative
effect of any change in accounting principles shall be excluded.  Consolidated Net Income shall be calculated
on a Pro Forma Basis pursuant to Section 1.03(b).  11


Consolidated
Total Assets means the total assets of the Borrower and its Subsidiaries
on a consolidated basis determined in accordance with GAAP, as shown on the
most recent balance sheet of the Borrower required to have been delivered
pursuant to Section 7.01(a) or (b) or, for the
period prior to the time any such statements are required to be so delivered
pursuant to Section 7.01(a) or (b), as shown on the
financial statements referred to in the first sentence of Section 6.05.  Consolidated
Total Funded Debt means, at any time, the principal amount of all Funded
Debt of the Consolidated Group at such time determined on a consolidated basis
(it being understood and agreed that outstanding letters of credit shall not
constitute Funded Debt unless such letters of credit have been drawn on by the
beneficiary thereof and the resulting obligations have not been paid by the
Borrower).  Consolidated
Total Leverage Ratio means, as of the last day of each fiscal quarterany measurement date, the ratio of (i) Consolidated
Total Funded Debt on such daydate
to (ii) Consolidated EBITDA of the Consolidated Group (A) for purposes of Section 8.10(a),for the period of
four (4) consecutive fiscal quarters ending as of such dayand (B) for all other purposes hereunder,
for the period of four (4) consecutive fiscal quarters ending on the last
day of the most recent fiscal quarter for which financial statements have been
(or were required to be) delivered pursuant to Section 7.01(a) or (b).  Contract
Consideration has the meaning assigned to such term in the definition of
Consolidated Excess Cash Flow.  Contractual
Obligation means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is bound.  Control
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  Controlling and Controlled
have meanings correlative thereto.  Credit
Agreement has the meaning provided in the recitals hereto, as the same may
be amended and modified from time to time.  Credit
Documents means this Credit Agreement, the Notes, the Collateral Documents,
the Fee Letter, the Issuer Documents, the Joinder Agreements, and the Revolving
Lender Joinder Agreements and the Incremental Term Loan Joinder Agreement.  Credit
Extension means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.  Credit
Parties means the Borrower and each Subsidiary of the Borrower that is a
party to a Credit Document (including any Foreign Subsidiary that becomes a
borrower under Section 1.08).  Credit
Party Materials has the meaning provided in Section 7.02.  12


Cumulative
Credit means, with respect to any proposed use of the Cumulative Credit at
any time, an amount equal to (a)(i) the amount of the Consolidated
Excess Cash Flow for each full fiscal quarter of the Borrower completed after
the Funding Date, to the extent the financial statements required to be
delivered for the period ending on the last day of such fiscal quarter pursuant
to Section 7.01(a) or (b) have been delivered and,
to the extent the end of such fiscal quarter coincides with the end of a fiscal
year of the Borrower, all prepayments that may be required pursuant to Section 2.06(b)(iv) with
respect to the Consolidated Excess Cash Flow generated in such fiscal year have
been made (provided that, to the extent the end of any fiscal quarter of
the Borrower does not coincide with the end of a fiscal year of the Borrower,
25% of the Consolidated Excess Cash Flow generated in such fiscal quarter shall
not be counted toward calculating the amount referred to in this clause (a) until
the financial statements for the fiscal year in which fiscal quarter falls have
been delivered pursuant to Section 7.01(a) and all prepayments
that may be required pursuant to Section 2.06(b)(iv) with
respect to the Consolidated Excess Cash Flow generated in such fiscal year have
been made), plus (b) without duplication of any amounts referred to
in clause (d), the aggregate amount of Net Cash Proceeds of any issuance
of Qualified Capital Stock of the Borrower or
equity contributions to the capital of the Borrower(but not including any
issuance or purchase referred to in Sections 8.02(c), 8.02(r) or
8.06(h)) after the Funding Date and at or prior to such time plus
(c) in the case of a use of the Cumulative Credit to make an Investment
pursuant to Section 8.02(k) only, the amount of Domestic Cash
and Foreign Cash plus (d) to the extent not otherwise reflected in
Consolidated Excess Cash Flow, the amount of cash returns on any Investment
made pursuant to Section 8.02(k) (other than any Investment
subsequently deemed to be made pursuant to Section 8.02(e)) in a
Person other than the Borrower or a Subsidiary (to the extent such Investment
was made through the use of the Cumulative Credit) resulting from interest
payments, dividends, repayments of loans or advances or profits from
Dispositions of Property, in each case to the extent actually received by the
Borrower or a Guarantor at or prior to such time(provided that any such cash returns in respect of amounts described in clause (c) above
shall only increase the Cumulative Credit for purposes of determining the
amount of the Cumulative Credit available for making Investments pursuant to Section 8.02(k)) minus
(e) the aggregate amount of Investments and Restricted Payments made since
the Funding Date pursuant to Sections 8.02(k) (excluding
Investments subsequently deemed to have been made pursuant to Section 8.02(e))
and 8.06(f), respectively, through utilization of the Cumulative Credit
(excluding such proposed use of the Cumulative Credit, but including any other
simultaneous proposed use of the Cumulative Credit) (provided that Investments of amounts described in clause (c) above
shall only decrease the Cumulative Credit for purposes of determining the
amount of the Cumulative Credit available for making Investments pursuant to Section 8.02(k))
minus (f) the ECF Application Amount for each fiscal year of the
Borrower, to the extent the financial statements for such fiscal year have been
delivered pursuant to Section 7.01(a).  Debtor
Relief Laws means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.  Default
means any event, act or condition that constitutes an Event of Default or that,
with notice, the passage of time, or both, would constitute an Event of
Default.  13


Default
Rate means an interest rate equal to (a) with respect to Obligations
other than (i) Eurodollar Rate Loans and (ii) Letter of Credit Fees,
the Base Rate plus the Applicable Percentage, if any, applicable to such
Loans plus two percent (2%) per annum; (b) with respect to
Eurodollar Rate Loans, the Adjusted Eurodollar Rate plus the Applicable
Percentage, if any, applicable to such Loans plus two percent (2%) per
annum; and (c) with respect to Letter of Credit Fees, a rate equal to the
Applicable Percentage plus two percent (2%) per annum.  Defaulting
Lender means any Lender as of any date of determination that (a) has
failed to fund any portion of the Loans, participations in L/C Obligations or
participations in Swingline Loans required to be funded by it hereunder within
one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute,
and has not cured such failure prior to the date of determination, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within one (1) Business
Day of the date when due, unless the subject of a good faith dispute, and has
not cured such failure prior to the date of determination, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.  Designated
Revolving Obligations means all obligations of the Borrower with respect
to (a) principal and interest under the Revolving Loans and Swingline
Loans, (b) L/C Borrowings and interest thereon and (c) accrued and
unpaid fees thereon.  Disposition
or Dispose means the sale, transfer, license, lease or other
disposition (including any Sale and Leaseback Transaction) of any Property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith (but excluding the making of any Investment pursuant to Section 8.02).  Disqualified
Capital Stock means Capital Stock that (a) requires the payment of
any dividends or distributions (other than dividends or distributions payable
solely in shares of Capital Stock other than Disqualified Capital Stock) prior
to the date that is the first anniversary of the Final Maturity Date or (b) matures
or is mandatorily redeemable or subject to mandatory repurchase or redemption
or repurchase at the option of the holders thereof, in whole or in part and
whether upon the occurrence of any event, pursuant to a sinking fund
obligation, on a fixed date or otherwise, in each case prior to the date that
is the first anniversary of the Final Maturity Date (other than upon payment in
full of the Obligations (other than contingent indemnification obligations for
which no claim has been made) and termination of the Commitments).  Dollar
or $ means the lawful currency of the United States.  Dollar
Equivalent means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the
case may be, at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of Dollars with such
Alternative Currency.  14


Dollar
Revolving Commitment means, for each Dollar Revolving Lender, the
commitment of such Lender to make Dollar Revolving Loans (and to share in
Dollar Revolving Obligations) hereunder.  Dollar
Revolving Commitment Percentage means, for each Dollar Revolving Lender, a
fraction (expressed as a percentage carried to the ninth decimal place), the
numerator of which is such Dollar Revolving Lenders Dollar Revolving Committed
Amount and the denominator of which is the Aggregate Dollar Revolving Committed
Amount.  The initial Dollar Revolving
Commitment Percentages are set forth in Schedule 2.01.  Dollar
Revolving Committed Amount means, for each Dollar Revolving Lender, the
amount of such Lenders Dollar Revolving Commitment.  The initial Dollar Revolving Committed
Amounts are set forth in Schedule 2.01.  Dollar
Revolving Facility means the Aggregate Dollar Revolving Commitments and
the provisions herein related to the Dollar Revolving Loans, the Swingline
Loans and the Letters of Credit.  Dollar
Revolving Facility Fee has the meaning provided in Section 2.09(a).  Dollar
Revolving Lenders means those Lenders with Dollar Revolving Commitments,
together with their successors and permitted assigns.  The initial Dollar Revolving Lenders are
identified on the signature pages hereto and are set forth in Schedule
2.01.  Dollar
Revolving Loan has the meaning provided in Section 2.01(a)(i).  Dollar
Revolving Notes means the promissory notes, if any, given to evidence the
Dollar Revolving Loans, as amended, restated, modified, supplemented, extended,
renewed or replaced.  A form of Dollar
Revolving Note is attached as Exhibit 2.13-1.  Dollar
Revolving Obligations means the Dollar Revolving Loans, the L/C
Obligations and the Swingline Loans.  Domestic
Cash means the amount of cash and Cash Equivalents (other than any
proceeds of any Revolving Loans or Swingline Loans) reflected in the bank
statements of the Borrower and the Borrowers Domestic Subsidiaries immediately
after giving effect to the Transactions, to the extent such amount is
unrestricted as of the Spin-Off Date after giving effect to the Transactions,
it being understood that cash required to be remitted to customers representing
the face amount of tickets sold shall be deemed to be restricted (including
without limitation all payments pursuant to Section 4.04 of the Separation
Agreement).  Domestic
Credit Party means any Credit Party that is organized under the laws of
any State of the United States or the District of Columbia.  Domestic
Subsidiary means any Subsidiary that is not a Foreign Subsidiary, other
than any Subsidiary the Capital Stock of which is to be transferred to IAC or
one or more of IACs Subsidiaries (other than the Borrower and its
Subsidiaries) in connection with the Spin Off.  15


ECF
Application Amount means, with respect to any fiscal year of the Borrower,
the product of the ECF Percentage applicable to such fiscal year times the
Consolidated Excess Cash Flow for such fiscal year.  ECF
Percentage means, with respect to any fiscal year of the Borrower (x) ending
on December 31, 2008, zero percent (0%) and (y) ending after December 31,
2008, if the Consolidated Total Leverage Ratio as of the last day of such
fiscal year is (i) greater than or equal to 2.50:1.00, fifty percent (50%)
and (ii) less than 2.50:1.00, zero percent (0%).  Eligible
Assignee means (a) a Lender; (b) an Affiliate of a Lender; (c) an
Approved Fund; and (d) any other Person (other than a natural person) approved
by the party or parties whose approval is required under Section 11.06(b);
provided that notwithstanding the foregoing, Eligible Assignee shall
not include the Borrower or any of the Borrowers Affiliates or Subsidiaries.  EMU
Legislation means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European
currency.  Environmental
Laws means any and all applicable federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.  Environmental
Liability means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower, any other Credit Party or any of their
respective Subsidiaries resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.  ERISA
means the Employee Retirement Income Security Act of 1974.  ERISA
Affiliate means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or
(c) of the Internal Revenue Code (and Sections 414(m) and (o) of
the Internal Revenue Code for purposes of provisions relating to Section 412
of the Internal Revenue Code).  ERISA
Event means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings  16


by
the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event
or condition that would reasonably be expected to constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.  Euro
and  mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.  Eurodollar
Rate means, with respect to any Borrowing of Eurodollar Rate Loans for any
Interest Period, the rate per annum determined by the Administrative Agent to
be the arithmetic mean of the offered rates for deposits in the relevant
Approved Currency with a term comparable to such Interest Period that appears
on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as
defined below) at approximately 11:00 a.m. (London time) on the second
full Business Day preceding the first day of such Interest Period; provided,however, that (i) if no comparable term for an
Interest Period is available, the Eurodollar Rate shall be determined using the
weighted average of the offered rates for the two terms most nearly
corresponding to such Interest Period and (ii) if there shall at any time
no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates
Page, Eurodollar Rate shall mean, with respect to each day during each
Interest Period pertaining to a Borrowing of Eurodollar Rate Loans comprising
part of the same Borrowing, the rate per annum equal to the rate at which the
Administrative Agent is offered deposits in the relevant Approved Currency at
approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period in the London interbank market for delivery
on the first day of such Interest Period for the number of days comprised
therein and in an amount comparable to its portion of the amount of such
Borrowing to be outstanding during such Interest Period.  Telerate British Bankers Assoc. Interest
Settlement Rates Page shall mean the display designated as Reuters Screen
LIBOR01 Page (or such other page as may replace such page on
such service for the purpose of displaying the rates at which the relevant
Approved Currency deposits are offered by leading banks in the London interbank
deposit market).; provided, further,
that for any day on or after the Amendment No. 1 Effective Date, if the
Eurodollar Rate for the applicable Interest Period determined in accordance
with the foregoing would be less than 2.50% per annum, then the Eurodollar Rate
for such day shall be 2.50% per annum.  Eurodollar
Rate Loan means a Loan that bears interest at a rate based on the Adjusted
Eurodollar Rate.  Event
of Default has the meaning provided in Section 9.01.  Excluded
Sale and Leaseback Transaction means any Sale and Leaseback Transaction
with respect to Property owned by the Borrower or any Subsidiary to the extent
such Property is acquired after the Funding Date, so long as such Sale and
Leaseback Transaction is consummated within 180 days of the acquisition of such
Property.  Excluded
Property means (a) vehicles, (b) fee interests in real property
with a fair market value of less than $2.5 million, (c) leasehold real
property, (d) those assets as to which  17


the
Administrative Agent shall reasonably determine in writing that the costs of
obtaining such security interest are excessive in relation to the value of the
security to be afforded thereby, (e) assets if the granting or perfecting
of a security interest in such assets in favor of the Collateral Agent would
violate any applicable Law, (f) any right, title or interest in any
license, contract or agreement to the extent, but only to the extent that a
grant of a security interest therein to secure the Obligations would, under the
terms of such license, contract or agreement, result in a breach of the terms
of, or constitute a default under, or result in the abandonment, invalidation
or unenforceability of, such license, contract or agreement (other than to the
extent that any such term would be rendered ineffective pursuant to Section 9-406,
9-407, 9-408 or 9-409 of the New York UCC or any other applicable law
(including, without limitation, Title 11 of the United States Code) or
principles of equity), (g) any Capital Stock acquired after the Closing
Date (other than Capital Stock in a Subsidiary issued or acquired after such
Person became a Subsidiary) in accordance with this Credit Agreement if, and to
the extent that, and for so long as (i) such Capital Stock constitutes
less than 100% of all applicable Capital Stock of such person, and the Person
or Persons holding the remainder of such Capital Stock are not Affiliates of
the Borrower, (ii) doing so would violate applicable law or a contractual
obligation binding on such Capital Stock and (iii) with respect to such
contractual obligations (other than contractual obligations in connection with
a joint venture agreement), such obligation existed at the time of the
acquisition of such Capital Stock and was not created or made binding on such
Capital Stock in contemplation of or in connection with the acquisition of such
Subsidiary, (h) any Property purchased with the proceeds of purchase money
Indebtedness or that is subject to a capital lease, in each case, existing or
incurred pursuant to Sections 8.03(b) or (c) if the
contract or other agreement in which the Indebtedness and/or Liens related
thereto is granted (or the documentation providing for such capital lease
obligation) prohibits or requires the consent of any Person other than a member
of the Consolidated Group as a condition to the creation of any other security
interest on such Property and (i) any Property that is to be transferred
to IAC or one or more of its Subsidiaries (other than the Borrower or any of
its Subsidiaries) pursuant to the Separation Agreement in connection with the
Spin-Off.  Excluded
Taxes means, with respect to the Administrative Agent, any Lender, any L/C
Issuer or any other recipient of any payment to be made by or on account of any
obligation of any Credit Party hereunder or under any other Credit Document, (a) Taxes
imposed on or measured by its overall net income (however denominated) and
franchise Taxes imposed on it (in lieu of net income Taxes) by any jurisdiction
(or any political subdivision thereof) as a result of such recipient being
organized in or having its principal office or applicable Lending Office in
such jurisdiction or as a result of any other present or former connection with
such jurisdiction (other than any such connections arising solely from such
recipient having executed, delivered, or become a party to, performed its
obligations or received payments under, received or perfected a security
interest under, engaged in any other transaction specifically contemplated by,
or enforced, any Credit Documents), (b) any branch profits taxes imposed
under Section 884(a) of the Internal Revenue Code or any similar tax
imposed by any other jurisdiction described in clause (a) and (c) in
the case of a recipient (other than an assignee pursuant to a request by the
Borrower under Section 11.13), any U.S. federal withholding Tax
that (i) is imposed on amounts payable to such recipient pursuant to Laws
in effect at the time such recipient becomes a party hereto (or designates a
new Lending Office), except to the extent that such recipient (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the Borrower with respect to
such  18


withholding
Tax pursuant to Section 3.01(a), or (ii) is attributable to a
recipients failure to comply with Section 3.01(e).  Existing
Letters of Credit means the letters of credit listed on Schedule 1.01A
and any other letter of credit issued for the benefit of any Credit Party by
either L/C Issuer from and after the date hereof until the Funding Date.  Facility
Fee has the meaning provided in Section 2.09(a).  Federal
Funds Rate means, for any day, the rate per annum equal to the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day
immediately succeeding such day; provided that (a) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day shall be
the average rate (rounded upward, if necessary, to a whole multiple of 1/100th
of 1%) charged to JPMCB on such day on such transactions as determined by the
Administrative Agent.  Fee
Letter means the letter agreement, dated June 19, 2008, among the
Borrower, JPMCB, the Lead Arrangers and the other parties thereto, as amended
to the date hereof.  Final
Maturity Date means, at any time, the latest of the Revolving Termination
Date, the Term A Loan Termination Date, the Term B Loan Termination Date and
any final maturity date applicable to any outstanding Incremental Term Loans at
such time.  First-Tier
Foreign Subsidiary means any Foreign Subsidiary that is owned directly by
a Domestic Credit Party.  Foreign
Cash means, at any time, any portion of the amount of the cash and Cash
Equivalents (other than any proceeds of any Revolving Loans or Swingline
Loans), after giving effect to any payments required to be made pursuant to Section 4.04
of the Separation Agreement, reflected in the bank statements of the Borrowers
Foreign Subsidiaries immediately after giving effect to the Transactions that
is unrestricted on the Spin-Off Date and after giving effect to the
Transactions and, to the extent such cash is repatriated to the Borrower or a
Domestic Subsidiary, net of applicable taxes in connection with such
repatriation, it being understood that cash required to be remitted to
customers representing the face amount of tickets sold shall be deemed to be
restricted.  Foreign
Lender means any Lender or L/C Issuer that is not a United States person
under Section 7701(a)(30) of the Internal Revenue Code.  Foreign
Subsidiary means (i) any Subsidiary that is not incorporated, formed
or organized under the laws of the United States of America, any State thereof,
or the District of Columbia and (ii) any Subsidiary of a Subsidiary
described in the foregoing clause (i).  19


FRB
means the Board of Governors of the Federal Reserve System of the United
States.  Fund
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.  Funded
Debt means, as to any Person at a particular time, without duplication,
all of the following, whether or not included as indebtedness or liabilities in
accordance with GAAP:  (a)           all
obligations for borrowed money, whether current or long-term (including the
Loan Obligations hereunder), and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;  (b)           all
purchase money indebtedness (including indebtedness and obligations in respect
of conditional sales and title retention arrangements, except for customary
conditional sales and title retention arrangements with suppliers that are
entered into in the ordinary course of business) and all indebtedness and
obligations in respect of the deferred purchase price of property or services
(other than trade accounts payable incurred in the ordinary course of
business);  (c)           all
direct obligations under letters of credit (including standby and commercial),
bankers acceptances and similar instruments;  (d)           the
Attributable Principal Amount of capital leases;  (e)           the
amount of all obligations of such person with respect to the redemption,
repayment or other repurchase of any Disqualified Capital Stock (excluding
accrued dividends that have not increased the liquidation preference of such
Disqualified Capital Stock);  (f)            Support
Obligations in respect of Funded Debt of another Person; and  (g)           Funded
Debt of any partnership or joint venture or other similar entity in which such
Person is a general partner or joint venturer, and has personal liability for
such obligations, but only to the extent there is recourse to such Person for
payment thereof.  For purposes hereof, the amount of Funded Debt
shall be determined (i) based on the outstanding principal amount in the
case of borrowed money indebtedness under clause (a) and purchase
money indebtedness and the deferred purchase obligations under clause (b),
(ii) based on the maximum face amount in the case of letter of credit
obligations and the other obligations under clause (c), and (iii) based
on the amount of Funded Debt that is the subject of the Support Obligations in
the case of Support Obligations under clause (f).  Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the L/C Application
therefor, whether or not such maximum face amount is in effect at such time.  20


Funding
Date means the date when the conditions specified under Section 5.02
and 5.03 hereof are satisfied or waived and the initial Credit Extension
hereunder is made.  GAAP has the meaning provided in Section 1.03(a).  Governmental
Authority means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).  Granting
Lender has the meaning provided in Section 11.06(h).  Guaranteed
Obligations has the meaning provided in Section 4.01(a).  Guarantors
means (a) as of the Funding Date, each Subsidiary of the Borrower listed
on Schedule 1.01B and (b) each other Person that becomes a
Guarantor pursuant to the terms hereof, in each case together with its
successors; provided, that, for the avoidance of doubt, no Foreign
Subsidiary shall be a Guarantor.  Hazardous
Materials means all materials, substances or wastes characterized,
classified or regulated as hazardous, toxic, pollutant, contaminant or
radioactive under Environmental Laws, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes.  Hedge
Bank has the meaning provided in the definition of Obligations.  Honor
Date has the meaning provided in Section 2.03(c)(i).  IAC
means IAC/InterActiveCorp, a Delaware corporation.  IAC
Dividend means one or more cash dividends to be paid by the Borrower,
directly or indirectly, to IAC in an approximate aggregate amount of $750.0
million.  Immaterial
Subsidiary means, at any date of determination, any Subsidiary of the
Borrower designated as such in writing by the Borrower that had assets
representing 1.0% or less of the Borrowers Consolidated Total Assets on, and
generated less than 1.0% of the Borrowers and its Subsidiaries total revenues
for the four quarters ending on, the last day of the most recent period at the
end of which financial statements were required to be delivered pursuant to Section 7.01(a) or
(b) or, if such date of determination is prior to the first
delivery date under such Sections, on (or, in the case of revenues, for the
four quarters ending on) the last day of the period of the most recent
financial statements referred to in the first sentence of Section 6.05; provided
that if all Subsidiaries that are individually Immaterial Subsidiaries have
aggregate Consolidated Total Assets that would represent 2.5% or more of the
Borrowers Consolidated Total Assets on such last day or generated 2.5% or more
of the Borrowers and its Subsidiaries total revenues for such four fiscal
quarters, then such number of Subsidiaries of the Borrower as are necessary
shall become Material Subsidiaries so that less than 2.5% of the Borrowers  21


Consolidated
Total Assets and less than 2.5% of the Borrowers and its Subsidiaries total
revenues are represented by Immaterial Subsidiaries as of such last day or for
such four quarters, as the case may be (it being understood that any such
determination with respect to revenues and assets shall be made on a Pro Forma
Basis).  Incremental
Loan Facilities has the meaning provided in Section 2.01(f).  Incremental
Revolving Commitments has the meaning provided in Section 2.01(f).  Incremental
Term Loan has the meaning provided in Section 2.01(f).  Incremental
Term Loan Joinder Agreement means a lender joinder agreement, in a form
reasonably satisfactory to the Administrative Agent, the Borrower and each
Lender extending Incremental Term Loans, executed and delivered in accordance
with the provisions of Section 2.01(h).  Indebtedness means, as to any Person at a
particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP:  (a)           all
Funded Debt;  (b)           net
obligations under Swap Contracts;  (c)           Support
Obligations in respect of Indebtedness of another Person; and  (d)           Indebtedness
of any partnership or joint venture or other similar entity in which such
Person is a general partner or joint venturer, and has personal liability for
such obligations, but only to the extent there is recourse to such Person for
payment thereof.  For purposes hereof, the amount of
Indebtedness shall be determined (i) based on Swap Termination Value in
the case of net obligations under Swap Contracts under clause (b) and
(ii) based on the outstanding principal amount of the Indebtedness that is
the subject of the Support Obligations in the case of Support Obligations under
clause (c).  Indemnified
Taxes means Taxes other than Excluded Taxes.  Indemnitee
has the meaning provided in Section 11.04(b).  Information
has the meaning provided in Section 11.07.  Interest
Payment Date means, (a) as to any Base Rate Loan (including Swingline
Loans), the last Business Day of each March, June, September and December,
the Revolving Termination Date and the date of the final principal amortization
payment on the Term A Loans or Term B Loans, as applicable, and, in the case of
any Swingline Loan, any other dates as may be mutually agreed upon by the Borrower
and the Swingline Lender, and (b) as to any Eurodollar Rate Loan, the last
Business Day of each Interest Period for such Loan, the date of repayment of
principal of such Loan, the Revolving Termination Date and the date of the
final principal  22


amortization
payment on the Term A Loans or Term B Loans, as applicable, and in addition,
where the applicable Interest Period exceeds three (3) months, the date
every three (3) months after the beginning of such Interest Period.  If an Interest Payment Date falls on a date
that is not a Business Day, such Interest Payment Date shall be deemed to be
the immediately succeeding Business Day.  Interest
Period means, as to each Eurodollar Rate Loan, the period commencing on
the date such Eurodollar Rate Loan is disbursed or converted to or continued as
a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or
six (6) and, with prior written consent of all applicable Lenders, nine (9) or
twelve (12) months thereafter, as selected by the Borrower in its Loan Notice
or such other period that is twelve months or less requested by the Borrower
and consented to by all the directly affected Lenders; provided that:  (a)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the immediately succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest
Period shall end on the immediately preceding Business Day;  (b)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period;  (c)           no
Interest Period with respect to any Revolving Loan shall extend beyond the
Revolving Termination Date; and  (d)           no
Interest Period with respect to the Term A Loans or Term B Loans shall extend
beyond any principal amortization payment date for such Loans, except to the
extent that the portion of such Loan comprised of Eurodollar Rate Loans that is
expiring prior to the applicable principal amortization payment date plus
the portion comprised of Base Rate Loans equals or exceeds the principal
amortization payment then due.  Internal
Revenue Code means the Internal Revenue Code of 1986, as amended from time
to time.  Investment
means, as to any Person, any direct or indirect acquisition or investment by
such Person of or in the Capital Stock, Indebtedness or other equity or debt
interest of another Person, whether by means of (a) the purchase or other
acquisition of Capital Stock of another Person, (b) a loan, advance or
capital contribution to, guaranty or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person and any arrangement pursuant to which the investor undertakes any
Support Obligation with respect to Indebtedness of such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.  23


Involuntary
Disposition means the receipt by any member of the Consolidated Group of
any cash insurance proceeds or condemnation awards payable by reason of theft,
loss, physical destruction or damage, loss of use, taking or similar event with
respect to any of its Property.  IP
Rights has the meaning provided in Section 6.17.  IRS
means the United States Internal Revenue Service.  ISP
means, with respect to any Letter of Credit, the International Standby
Practices 1998 published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance of such Letter of Credit).  Issuer
Documents means, with respect to any Letter of Credit, the L/C Application
and any other document, agreement or instrument (including such Letter of
Credit) entered into by the Borrower (or any Subsidiary) and the L/C Issuer (or
in favor of the L/C Issuer) relating to such Letter of Credit.  Joinder
Agreement means a joinder agreement substantially in the form of Exhibit 7.12,
executed and delivered in accordance with the provisions of Section 7.12.  JPMCB
means JPMorgan Chase Bank, N.A.  JPMorgan
means J.P. Morgan Securities Inc.  Laws
means, collectively, all international, foreign, federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes,
executive orders and administrative or judicial precedents or authorities,
including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
including, without limitation, Environmental Laws.  L/C
Advance means, with respect to each Lender, such Lenders funding of its
participation in any L/C Borrowing.  L/C
Application means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.  L/C
Borrowing means any extension of credit resulting from a drawing under any
Letter of Credit that has not been reimbursed.  L/C
Commitment means, with respect to the L/C Issuer, the commitment of the
L/C Issuer to issue and to honor payment obligations under Letters of Credit,
and, with respect to each Lender, the commitment of such Lender to purchase
participation interests in L/C Obligations up to such Lenders Dollar Revolving
Commitment Percentage thereof.  24


L/C
Credit Extension means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount
thereof.  L/C
Expiration Date means the day that is seven (7) days prior to the
Revolving Termination Date then in effect (or, if such day is not a Business
Day, the immediately preceding Business Day).  L/C
Issuer means each of JPMCB and Wachovia Bank, National Association, in
each case in its capacity as issuer of Letters of Credit hereunder, together
with its successors in such capacity and any other Dollar Revolving Lender
approved by the Administrative Agent and the Borrower; provided that no
other Lender shall be obligated to become an L/C Issuer hereunder.  References herein and in the other Credit
Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in
respect of the applicable Letter of Credit or to all L/C Issuers, as the
context requires.  L/C
Obligations means, at any date of determination, the aggregate Dollar Equivalent
amount available to be drawn under all outstanding Letters of Credit plus
the aggregate Dollar Equivalent amount of all Unreimbursed Amounts, including
L/C Borrowings.  For all purposes of this
Credit Agreement, if on any date of determination a Letter of Credit has
expired by its terms but any amount may still be drawn thereunder by reason of
the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be outstanding in the amount so remaining available to be drawn.  L/C
Sublimit has the meaning provided in Section 2.01(b).  Lead
Arrangers means JPMorgan and MLPF&S.  Lender
means each of the Persons identified as a Lender on the signature pages hereto
(and, as appropriate, includes the Swingline Lender) and each Person who joins
as a Lender pursuant to the terms hereof, together with its successors and
permitted assigns.  Lending
Office means, as to any Lender, the office or offices of such Lender set
forth in such Lenders Administrative Questionnaire or such other office or
offices as a Lender may from time to time provide notice of to the Borrower and
the Administrative Agent.  Letter
of Credit means each standby letter of credit issued under the Dollar
Revolving Facility and shall include the Existing Letters of Credit.  Letter
of Credit Fee has the meaning provided in Section 2.09(b).  Lien
means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or
other security interest or preferential arrangement of any kind or nature
whatsoever (including any conditional sale or other title retention agreement,
any easement, right of way or other encumbrance on title to real property and
any financing lease having substantially the same economic effect as any of the
foregoing).  25


Live Nation means Live
Nation, Inc., a Delaware corporation, together with its successors.  Live Nation Default means,
following the consummation of the Live Nation Merger, any event or occurrence
in which (i) any member of the Live Nation Group (A) fails (beyond
the period of grace (if any) provided in the instrument or agreement pursuant
to which such Indebtedness was created) to make any payment when due (whether
by scheduled maturity, interest, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Support Obligations (other than
the Live Nation Preferred or Indebtedness under Swap Contracts) having a
principal amount (with principal amount for the purposes of this definition
including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement), when taken
together with the principal amount of all other Indebtedness and Support
Obligations as to which any such failure has occurred, exceeding $20.0 million
or (B) fails to observe or perform any other agreement or condition
relating to any Indebtedness or Support Obligations (other than the Live Nation
Preferred or Indebtedness under Swap Contracts) or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event
occurs, the effect of which failure or other event is to cause, or to permit
the holder or holders of such Indebtedness or the beneficiary or beneficiaries
of such Support Obligations (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Support Obligations to become payable or
cash collateral in respect thereof to be demanded, which has an unpaid
principal amount, when taken together with the unpaid principal amounts of all
other Indebtedness and Support Obligations as to which any such failure or
event has occurred, exceeding $20.0 million; or (ii) there occurs under
any Swap Contract an early termination date (or term of similar import)
resulting from (A) any event of default under such Swap Contract as to
which any member of the Live Nation Group is the defaulting party (or term of
similar import) or (B) any termination event (or term of similar import)
under such Swap Contract as to which any member of the Live Nation Group is an affected
party (or term of similar import) and, when taken together with all other Swap
Contracts as to which events of default or events referred to in the
immediately preceding clauses (A) or (B) are applicable, the Swap
Termination Value owed by the Live Nation Group exceeds $20.0 million, in each
case under clause (i) or (ii) to the extent such failure has not been
cured or waived by the lenders or other creditors party thereto.  Live Nation Group means
Live Nation and its Subsidiaries other than the Consolidated Group.  Live Nation Merger means
the merger of the Borrower and Live Nation Merger Sub pursuant to the Live
Nation Merger Agreement.  Live Nation Merger Agreement
means the Agreement and Plan of Merger, dated as of February 10, 2009,
among the Borrower, Live Nation and Live Nation Merger Sub.  Live Nation Merger Sub
means an indirect wholly-owned Subsidiary of Live Nation formed in connection
with the Live Nation Merger.  26


Live Nation Preferred means
any of (i) the Series A redeemable preferred stock with an aggregate
liquidation preference of US$20,000,000 issued by Live Nation Holdco #2, Inc.
and (ii) the Series B redeemable preferred stock issued by Live
Nation Holdco #2, Inc. with an aggregate liquidation preference of
US$20,000,000.  Loan
means any Revolving Loan, Swingline Loan, Term A Loan, Term B Loan or
Incremental Term Loan, and the Base Rate Loans and Eurodollar Rate Loans
comprising such Loans.  Loan
Notice means a notice of (a) a Borrowing of Loans (including
Swingline Loans), (b) a conversion of Loans from one (1) Type to the
other, or (c) a continuation of Eurodollar Rate Loans, which shall be
substantially in the form of Exhibit 2.02.  Loan
Obligations means the Revolving Obligations, Term A Loans, Term B Loans
and Incremental Term Loans.  Major
Disposition means any Subject Disposition (or any series of related
Subject Dispositions) or any Involuntary Disposition (or any series of related
Involuntary Dispositions), in each case resulting in the receipt by a member of
the Consolidated Group of Net Cash Proceeds in excess of $25.0 million.  Mandatory
Cost Rate has the meaning provided in Schedule 3.08.  Material
Adverse Effect means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, assets, properties, liabilities
(actual or contingent) or financial condition of the Borrower and its
Subsidiaries, taken as a whole; (b) a material impairment of the rights
and remedies of the Administrative Agent, Collateral Agent or any Lender under
any material Credit Document; or (c) a material adverse effect upon the
legality, validity, binding effect or the enforceability against any Credit
Party of any material Credit Document to which it is a party.  Material
Subsidiary means each Subsidiary of the Borrower other than an Immaterial
Subsidiary.  MLPF&S
means Merrill Lynch, Pierce, Fenner & Smith Incorporated.  Moodys
means Moodys Investors Service, Inc. 
and any successor thereto.  Mortgages
means those mortgages, deeds of trust, security deeds or like instruments given
by the Credit Parties, as grantors, to the Collateral Agent to secure the
Obligations, and any other such instruments that may be given by any Person
pursuant to the terms hereof, as such instruments may be amended and modified
from time to time.  Multiemployer
Plan means any employee pension benefit plan of the type described in Section 4001(a)(3) of
ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five (5) plan years, has made
or been obligated to make contributions.  27


Net
Cash Proceeds means the aggregate proceeds paid in cash or Cash
Equivalents received by any member of the Consolidated Group in connection with
any Subject Disposition, Involuntary Disposition or incurrence of Indebtedness
or issuance of Capital Stock, net of (a) attorneys fees, accountants
fees, investment banking fees, sales commissions, underwriting discounts,
survey costs, title insurance premiums, and related search and recording
charges, transfer taxes, deed or mortgage recording taxes, required debt
payments and required payments of other obligations relating to the applicable
asset to the extent such debt or obligations are secured by a Lien permitted
hereunder (other than a Lien granted pursuant to a Credit Document) on such
asset, other customary expenses and brokerage, consultant and other customary
fees, in each case, actually incurred in connection therewith and directly
attributable thereto, (b) Taxes paid or payable as a result thereof
(estimated reasonably and in good faith by the Borrower and after taking into
account any available tax credits or deductions and any tax sharing
arrangements) and (c) solely with respect to a Subject Disposition, the
amount of any reasonable reserve established in accordance with GAAP against
any adjustment to the sale price or any liabilities (other than any taxes
deducted pursuant to clause (b) above) (i) related to any of the
Property Disposed of in such Subject Disposition and (ii) retained by the
Borrower or any of the Subsidiaries including pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations (provided, however, the amount of
any subsequent reduction of such reserve (other than in connection with a
payment in respect of any such liability) shall be deemed to be Net Cash
Proceeds from and after the date of such reduction).  For purposes hereof, Net Cash Proceeds
includes any cash or Cash Equivalents received upon the Disposition of any
non-cash consideration received by any member of the Consolidated Group in any
Subject Disposition or Involuntary Disposition.  New
York UCC means the Uniform Commercial Code as from time to time in effect
in the State of New York.  Non-Bank
Certificate  has the meaning provided
in Section 3.01(e).  Non-Extension
Notice Date has the meaning provided in Section 2.03(b)(iii).  Notes
means the Revolving Notes, the Swingline Note, the Term A Notes and the Term B
Notes.  Obligations
means, without duplication, (a) all advances to, and debts, liabilities,
obligations, covenants and duties of, any Credit Party (including any Foreign
Subsidiary which becomes a borrower hereunder pursuant to Section 1.08)
arising under any Credit Document or otherwise with respect to any Loan or Letter
of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or
against any Credit Party of any proceeding under any Debtor Relief Laws naming
such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding, (b) all
obligations under any Swap Contract between any Credit Party and any Lender or
Affiliate of a Lender or any Person that was a Lender or Affiliate of a Lender
at the time it entered into such Swap Contract, to the extent such Swap
Contract is otherwise permitted hereunder (each, in such capacity, a Hedge
Bank) and (c) all obligations under any Treasury Management Agreement
between any Credit Party and any Lender or Affiliate of a Lender or  28


any
Person that was a Lender or Affiliate of a Lender at the time it entered into
such Treasury Management Agreement (each, in such capacity, a Treasury
Management Bank).  OID
has the meaning provided in Section 2.01(h).  Organization
Documents means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation or organization with the applicable
Governmental Authority in the jurisdiction of its formation or organization
and, if applicable, any certificate or articles of formation or organization of
such entity.  Other
Taxes means all present or future stamp or documentary Taxes or any other
excise or property Taxes arising from any payment made hereunder or under any
other Credit Document or from the execution, delivery, registration or
enforcement of, or otherwise with respect to, this Credit Agreement or any
other Credit Document.  Outstanding
Amount means (a) with respect to Revolving Loans on any date, the
Dollar Equivalent amount of the aggregate outstanding principal amount thereof
after giving effect to any Borrowings and prepayments or repayments of
Revolving Loans occurring on such date; (b) with respect to Swingline
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any Borrowings and prepayments or repayments of Swingline
Loans occurring on such date; (c) with respect to any L/C Obligations on
any date, the Dollar Equivalent amount of the aggregate outstanding amount of
such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by the Borrower of Unreimbursed Amounts and (d) with
respect to the Term A Loans or Term B Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any prepayments or
repayments of the Term A Loans or Term B Loans on such date.  Overnight
Rate means, for any day, (a) with respect to any amount denominated
in Dollars, the Federal Funds Rate, and (b) with respect to any amount
denominated in an Alternative Currency, the rate of interest per annum at which
overnight deposits in the applicable Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day by a branch or Affiliate of JPMCB in
the applicable offshore interbank market for such currency to major banks in
such interbank market.  Participant
has the meaning provided in Section 11.06(d).  Participant
Register has the meaning provided in Section 11.06(d).  Participating
Member State means each state so described in any EMU Legislation.  29


PBGC
means the Pension Benefit Guaranty Corporation.  Pension
Plan means any employee pension benefit plan (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five (5) plan
years.  Permitted
Acquisition means any Acquisition; provided that (i) no
Default or Event of Default shall have occurred and be continuing or exist
immediately after giving effect to such Acquisition, (ii) after giving
effect on a Pro Forma Basis to the Investment to be made, as of the last day of
the most recently ended fiscal quarter at the end of which financial statements
were required to have been delivered pursuant to Section 7.01(a) or
(b) (or, prior to such first required delivery date for such
financial statements, as of the last day of the most recent period referred to
in the first sentence of Section 6.05), the Borrower would be in
compliance with Section 8.10 (and if such Acquisition involves
consideration greater than $15.0 million, then the Borrower shall deliver a
certificate of a Responsible Officer as to the satisfaction of the requirements
in this clause (ii))and, (iii) if
such Acquisition involves consideration in excess of $10.0 million (or if the
total of all consideration for all Acquisitions since the Closing Date exceeds
$30.0 million), all assets acquired in such Acquisition shall be held by the
Borrower or a Guarantor and all Persons acquired in such Acquisition shall
become Guarantors; provided further that the Borrower may
elect to allocate consideration expended in such Acquisition for Property to be
held by members of the Consolidated Group that are not the Borrower or
Guarantors or Acquisitions of Subsidiaries that are not Guarantors to
Investments made pursuant to Sections 8.02(f), (k) or, to
the extent the consideration comes from a Foreign Subsidiary, Section 8.02(g),
so long as capacity to make such Investments pursuant to the applicable Section is
available at the time of such allocation (and any consideration so allocated
shall reduce capacity for Investments pursuant to such Sections to the extent
that capacity for such Investments are limited by such Sections), and to the
extent such consideration is in fact so allocated to one of such Sections in
accordance with the foregoing requirements, such consideration shall not count
toward the $10.0 million and $30.0 million limitations set forth in this clause
(iii)and (iv) in the case of an
Acquisition of any member of the Live Nation Group only, no Live Nation Default
shall have occurred and be continuing.  Permitted
Business means the businesses of the Borrower and its Subsidiaries
conducted on the Closing Date and any business reasonably related, ancillary or
complementary thereto and any reasonable extension thereof.  Permitted
Holders means each of (a) Barry Diller and (b) Liberty Media
Corporation, and, in each case, such Persons Affiliates and any group
with respect to which any such Persons (including Affiliates) collectively
exercise a majority of the voting power. 
Prior to the Spin-Off, IAC and its Subsidiaries will also be deemed to
be Permitted Holders.  Permitted
Liens means Liens permitted pursuant to Section 8.01.  30


Permitted Tax Distributions  means payments, dividends or distributions by
the Borrower or any of its Subsidiaries to any member of the Live Nation Group
in order to pay consolidated or combined federal, state or local income taxes
attributable to the income of Borrower or any of its Subsidiaries in an amount
not to exceed the income tax liabilities that would have been payable by the
Borrower and its Subsidiaries on a stand-alone basis, reduced by any such
income taxes paid or to be paid directly by the Borrower or its Subsidiaries.  Person
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.  Plan
means any employee benefit plan (as such term is defined in Section 3(3) of
ERISA) established by the Borrower or, with respect to any such plan that is
subject to Section 412 of the Internal Revenue Code or Title IV of ERISA,
any ERISA Affiliate.  Platform
has the meaning provided in Section 7.02.  Pledge
Agreement means the pledge agreement substantially in the form of Exhibit 1.01A
(it being understood that the pledgors party thereto and schedules thereto
shall be reasonably satisfactory to the Administrative Agent), given by the
Credit Parties, as pledgors, to the Collateral Agent to secure the Obligations,
and any other pledge agreements that may be given by any Person pursuant to the
terms hereof, in each case as the same may be amended and modified from time to
time.  Pro
Forma Basis means, with respect to any Subject Disposition, Specified
Disposition, Acquisition, Incremental Loan Facilitiesor, the Transactionsor the Live Nation Merger, for purposes of determining the
applicable pricing level under the definition of Applicable Percentage and
determining compliance with the financial covenants and conditions and the
requirements of the definition of Immaterial Subsidiary hereunder, that such
Subject Disposition, Specified Disposition, Acquisition, Incremental Loan
Facilitiesor, the Transactions or the Live Nation Merger shall be deemed to
have occurred as of the first day of the period of four (4) consecutive
fiscal quarters ending as of the end of the most recent fiscal quarter for
which annual or quarterly financial statements shall have been delivered in accordance
with the provisions hereof, after giving effect to any Pro Forma Cost
Savings.  Further, for purposes of making
calculations on a Pro Forma Basis hereunder, (a) in the case of any
Subject Disposition or Specified Disposition, (i) income statement items
(whether positive or negative) attributable to the property, entities or
business units that are the subject of such Subject Disposition or Specified
Disposition shall be excluded to the extent relating to any period prior to the
date thereof and (ii) Indebtedness paid or retired in connection with such
Subject Disposition or Specified Disposition shall be deemed to have been paid
and retired as of the first day of the applicable period; and (b) in the
case of any Acquisition, (i) income statement items (whether positive or
negative) attributable to the property, entities or business units that are the
subject thereof shall be included to the extent relating to any period prior to
the date thereof and (ii) Indebtedness incurred in connection with such
Acquisition shall be deemed to have been incurred as of the first day of the
applicable period (and interest expense shall be imputed for the applicable
period assuming prevailing interest rates hereunder).  31


Pro
Forma Cost Savings means, with respect to any period, the reduction in net
costs and related adjustments that (i) were directly attributable to an
Acquisition, Subject Dispositionor,
Specified Dispositionor the Live Nation
Merger that occurred during the four-quarter reference period or subsequent
to the four-quarter reference period and on or prior to the date of
determination and calculated on a basis that is consistent with Regulation S-X
under the Securities Laws, as amended and in effect and applied as of the date
hereof, (ii) were actually implemented by the business that was the
subject of any such Acquisition, Subject Dispositionor, Specified Dispositionor the Live Nation Merger or actually implemented by the Borrower
and its Subsidiaries in connection with such Acquisition, Subject Dispositionor, Specified Dispositionor the Live Nation Merger, in each case,
within 12 months after the date of the Acquisition, Subject Dispositionor, Specified Dispositionor the Live Nation Merger and prior to the date of determination
that are supportable and quantifiable by the underlying accounting records of
such business or (iii) relate to (A) the business that is the subject
of or (B) the business of the Borrower and its Subsidiaries arising from any
such Acquisition, Subject Dispositionor,
Specified Dispositionor the Live Nation
Merger and that the Borrower reasonably determines are probable based upon
specifically identifiable actions to be taken within 12 months of the date of
the Acquisition, Subject Disposition,or,
Specified Dispositionor the Live Nation
Merger and, in each case, are described, as provided below, in a
certificate from a Responsible Officer of the Borrower, as if all such
reductions in costs had been effected as of the beginning of such period.  Pro Forma Cost Savings described above shall
be accompanied by a certificate from a Responsible Officer of the Borrower
delivered to the Administrative Agent that outlines the specific actions taken
or to be taken, the net cost savings achieved or to be achieved from each such
action and that, in the case of clause (iii) above, such savings
have been determined to be probable; provided that such net costs and
related adjustments referred to in clauses (ii) and (iii) shall
not exceed $15.0 million in any period for which Consolidated EBITDA is
calculatedplus, in the case of any net costs
and related adjustments in connection with the Live Nation Merger only, an
additional $15.0 million.  Pro
Rata Share means, with respect to each Lender at any time a fraction
(expressed as a percentage, carried out to the ninth decimal place), the
numerator of which is the amount of outstanding Term A Loans or Term B Loans
(or, prior to the Funding Date, Term A Loan Commitments or Term B Loan Commitments)
or Revolving Commitments, as applicable, of such Lender at such time and the
denominator of which is the aggregate amount of Term A Loans, Term B Loans (or,
prior to the Funding Date, Term A Loan Commitments or Term B Loan Commitments)
or Revolving Commitments, as applicable, at such time; provided that if
such Revolving Commitments have been terminated, then the Pro Rata Share of
each applicable Lender shall be determined based on the Pro Rata Share of such
Lender immediately prior to such termination and after giving effect to any
subsequent assignments made pursuant to the terms hereof.  Property
means an interest of any kind in any property or asset, whether real, personal
or mixed, and whether tangible or intangible.  Qualified
Capital Stock means any Capital Stock of the Borrower other than
Disqualified Capital Stock.  Register
has the meaning provided in Section 11.06(c).  32


Registered
Public Accounting Firm has the meaning provided in the Securities Laws and
shall be independent of the Borrower as prescribed by the Securities Laws.  Regulation
D means Regulation D of the Board of Governors of the Federal Reserve
System of the United States as from time to time in effect and all official rulings
and interpretations thereunder or thereof.  Related
Parties means, with respect to any Person, such Persons Affiliates and
the partners, directors, officers, employees, agents and advisors of such
Person and of such Persons Affiliates.  Reportable
Event means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the thirty-day notice period has been
waived.  Request
for Credit Extension means (a) with respect to a Borrowing of Loans
(including Swingline Loans) a Loan Notice and (b) with respect to an L/C
Credit Extension, a L/C Application.  Required
Approved Currency Revolving Lenders means, as of any date of
determination, Lenders having more than fifty percent (50%) of the Aggregate
Approved Currency Revolving Commitments or, if the Approved Currency Revolving
Commitments shall have expired or been terminated, Lenders holding more than
fifty percent (50%) of the aggregate principal amount of Approved Currency
Revolving Loans; provided that the Approved Currency Revolving
Commitment of, and the portion of Approved Currency Revolving Loans held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Approved Currency Revolving Lenders  Required
Dollar Revolving Lenders means, as of any date of determination, Lenders
having more than fifty percent (50%) of the Aggregate Dollar Revolving
Commitments or, if the Dollar Revolving Commitments shall have expired or been
terminated, Lenders holding more than fifty percent (50%) of the aggregate
principal amount of Dollar Revolving Obligations (including, in each case, the
aggregate principal amount of each Lenders risk participation and funded
participation in L/C Obligations and Swingline Loans); provided that the
Dollar Revolving Commitment of, and the portion of Dollar Revolving Obligations
held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Dollar Revolving Lenders.  Required
Lenders means, as of any date of determination, Lenders having more than
fifty percent (50%) of the sum of (i) the Term Loan Commitments (or, from
and after the initial borrowings hereunder, the Term Loans) and (ii) the
Aggregate Revolving Commitments (or, if the Revolving Commitments shall have
expired or been terminated, the Revolving Obligations (including, in each case,
the aggregate amount of each Lenders risk participation and funded
participation in L/C Obligations and Swingline Loans)); provided that
the Commitments of, and the portion of the Loan Obligations held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.  Required
Revolving Lenders means, as of any date of determination, Lenders having
more than fifty percent (50%) of the Aggregate Revolving Commitments or, if the
Revolving  33


Commitments
shall have expired or been terminated, Lenders holding more than fifty percent
(50%) of the aggregate principal amount of Revolving Obligations (including, in
each case, the aggregate principal amount of each Lenders risk participation
and funded participation in L/C Obligations and Swingline Loans); provided
that the Revolving Commitment of, and the portion of Revolving Obligations held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Revolving Lenders.  Required
Term A Lenders means, as of any date of determination, Lenders holding
more than fifty percent (50%) of the aggregate principal amount of Term A Loan
Commitments (or, from and after the initial borrowings hereunder, the Term A
Loans); provided that the Term A Loan Commitments held or deemed held by
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Term Lenders.  Required
Term B Lenders means, as of any date of determination, Lenders holding
more than fifty percent (50%) of the aggregate principal amount of Term B Loan
Commitments (or, from and after the initial borrowings hereunder, the Term B Loans);
provided that the Term B Loan Commitments held or deemed held by any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Term Lenders.  Responsible
Officer means the chief executive officer, chief operating officer, the
president, any executive vice president, the chief financial officer, the chief
accounting officer, the treasurer, any assistant treasurer, any vice president,
any senior vice president, the secretary or the general counsel of a Credit
Party, any manager of a Credit Party that is a limited liability company or the
general partner of a Credit Party that is a limited partnership.  Any document delivered hereunder that is
signed by a Responsible Officer of a Credit Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or
other action on the part of such Credit Party, and such Responsible Officer
shall be conclusively presumed to have acted on behalf of such Credit Party.  Restricted
Payment means (i) any dividend or other distribution (whether in
cash, securities or other property) with respect to any Capital Stock of any
member of the Consolidated Group, (ii) any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such Capital Stock or of any option, warrant or other
right to acquire any such Capital Stock or (iii) any payment or prepayment
of principal on or redemption, repurchase or acquisition for value of, any (x)
Indebtedness of any member of the Consolidated Group that is not secured by a
Lien or (y)Subordinated Debt of any member of the Consolidated Group,
exceptor any  Indebtedness of any member of the Consolidated Group  incurred pursuant to (a) the Azoff
Promissory Note, (b) the Senior Notes, (c) Section 8.03(f) or
(d) to the extent representing a refinancing of any Indebtedness described
in the foregoing clauses (b) or (c), Section 8.03(l) except,
in each case, any scheduled payment of principal.  Revaluation
Date means, with respect to (x) any Letter of Credit, each of the
following:  (i) each date of
issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each
date of an amendment of any such Letter of Credit having the effect of
increasing the amount thereof (solely with respect to the increased amount), (iii) each
date of any payment by the L/C Issuer under any Letter of Credit denominated in
an Alternative Currency, and (iv) such  34


additional
dates as the Administrative Agent or the L/C Issuer shall determine or the
Required Lenders shall require and (y) any Revolving Loan, each of the
following: (i) each date of Borrowing of a Revolving Loan denominated in
an Alternative Currency, (ii) each date of any payment by any Revolving
Lender under any Revolving Loan denominated in an Alternative Currency, and (iv) such
additional dates as the Administrative Agent or the Required Revolving Lenders
shall require.  Revolving
CAM Exchange means the exchange of the Revolving Lenders interests in the
Designated Revolving Obligations provided for in Section 2.14.  Revolving
CAM Exchange Date means the first date after the Closing Date on which
there shall occur (a) any event described in Section 9.01(f) or
(h) with respect to the Borrower or (b) an acceleration of
Revolving Loans or termination of the Revolving Commitments pursuant to Section 9.02.  Revolving
CAM Percentage means, as to each Revolving Lender, a fraction, expressed
as a decimal, of which (a) the numerator shall be the Revolving
Commitments of such Revolving Lender immediately prior to the Revolving CAM
Exchange Date and any termination of Revolving Commitments and (b) the
denominator shall be the Aggregate Revolving Commitments of all Revolving
Lenders immediately prior to the Revolving CAM Exchange Date and any
termination of Revolving Commitments.  Revolving
Commitment means a Dollar Revolving Commitment or an Approved Currency
Revolving Commitment and Revolving Commitments means, collectively,
the Dollar Revolving Commitments and Approved Currency Revolving Commitments.  Revolving
Commitment Percentage means the collective reference to the Dollar
Revolving Commitment Percentage and the Approved Currency Revolving Commitment
Percentage.  Revolving
Committed Amount means the collective reference to the Dollar Revolving
Committed Amount and the Approved Currency Revolving Committed Amount.  Revolving
Facility means the Dollar Revolving Facility or the Approved Currency
Revolving Facility and Revolving Facilities means, collectively, the
Dollar Revolving Facility and the Approved Currency Revolving Facility.  Revolving
Lender means a Dollar Revolving Lender or an Approved Currency Revolving
Lender and Revolving Lenders means the collective reference to Dollar
Revolving Lenders and Approved Currency Revolving Lenders.  Revolving
Lender Joinder Agreement means a joinder agreement, in a form to be agreed
among the Administrative Agent, the Borrower and each Lender with an
Incremental Revolving Commitment, executed and delivered in accordance with the
provisions of Section 2.01(f).  35


Revolving
Loan means a Dollar Revolving Loan or an Approved Currency Revolving Loan
and Revolving Loans means, collectively, Dollar Revolving Loans and
Approved Currency Revolving Loans.  Revolving
Notes means the collective reference to the Dollar Revolving Notes and the
Approved Currency Revolving Notes.  Revolving
Obligations means the collective reference to the Dollar Revolving
Obligations and the Approved Currency Revolving Loans.  Revolving
Termination Date means the fifth anniversary of the Closing Date.  S&P
means Standard & Poors Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.  Sale
and Leaseback Transaction means, with respect to the Borrower or any
Subsidiary, any arrangement, directly or indirectly, with any Person (other
than a Credit Party) whereby the Borrower or such Subsidiary shall sell or
transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property that it intends to use for substantially the same
purpose or purposes as the property being sold or transferred.  Same
Day Funds means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements
and payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent or the L/C Issuer, as applicable, to be
customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Alternative Currency.  Sarbanes-Oxley
means the Sarbanes-Oxley Act of 2002.  Scheduled
Matter has the meaning provided in Section 5.01(c)(ii).  SEC
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.  Securities
Laws means the Securities Act of 1933, the Securities Exchange Act of
1934, Sarbanes-Oxley and the applicable accounting and auditing principles,
rules, standards and practices promulgated, approved or incorporated by the SEC
or the Public Company Accounting Oversight Board, as each of the foregoing may
be amended and in effect on any applicable date hereunder.  Security
Agreement means the security agreement substantially in the form of Exhibit 1.01B,
(it being understood that the grantors party thereto and schedules thereto
shall be reasonably satisfactory to the Administrative Agent), given by Credit
Parties, as grantors, to the Collateral Agent to secure the Obligations, and
any other security agreements that may be given by any Person pursuant to the
terms hereof, in each case as the same may be amended and modified from time to
time.  36


Senior
Notes means the Borrowers 10.75% Senior Notes due 2016 in an aggregate
principal amount of $300.0 million to be issued on or prior to the Funding Date
and any exchange notes issued in exchange therefor pursuant to the registration
rights agreement executed in connection with the issuance thereof.  Separation
Agreement means the Separation Agreement to be dated on or prior to the
Spin-Off Date among Interval Leisure Group, Inc., HSN, Inc.,
Tree.com, the Borrower and IAC, together with all schedules, annexes, exhibits
and other attachments thereto.  Series A Preferred has
the meaning provided in Section 8.06(k).  Significant
Subsidiary means (1) any Subsidiary that satisfies the criteria for a
significant subsidiary as defined in Article 1, Rule 1-02 of
Regulation S-X under the Securities Laws, as such Regulation is in effect on
the Closing Date (with the references to 10% in such Rule being deemed to
be 5.0% for the purposes of this definition), and (2) any Subsidiary that,
when aggregated with all other Subsidiaries that are not otherwise Significant
Subsidiaries and as to which any event described in Section 9.01(f) or
(h) has occurred and is continuing, would constitute a Significant
Subsidiary under clause (1) of this definition.  Solvent
means, with respect to any Person, as of any date of determination, (a) the
Fair Value and Present Fair Saleable Value of the aggregate assets of such
Person exceeds the value of its Liabilities; (b) such Person will not
have, as of such date, an unreasonably small amount of capital with which to
conduct its business; (c) such Person will be able to pay its Liabilities
as they mature or become absolute; and (d) the Fair Value and Present Fair
Saleable Value of the aggregate assets of such Person exceeds the value of its
Liabilities by an amount that is not less than the capital of such Subject
Entity (as determined pursuant to Section 154 of the Delaware General
Corporate Law). The term Solvency shall have an equivalent meaning. For the
purposes of this definition, Fair Value  means the aggregate amount at which the
assets of the applicable entity (including goodwill) would change hands between
a willing buyer and a willing seller, within a commercially reasonable amount
of time, each having reasonable knowledge of the relevant facts, neither being under
any compulsion to act and with equity to both; Present Fair Saleable Value
means the aggregate amount of net consideration (giving effect to reasonable
and customary costs of sale or taxes) that could be expected to be realized if
the aggregate assets of the applicable entity are sold with reasonable
promptness in an arms length transaction under present conditions for the sale
of assets of comparable business enterprises; and Liabilities  means all debts and other liabilities of the
applicable entity, whether secured, unsecured, fixed, contingent, accrued or
not yet accrued.  SPC
has the meaning provided in Section 11.06(h).  Specified
Disposition means any Disposition referred to in clause (a) of
the definition of Subject Disposition, to the extent a material amount of
Property is disposed of in such Disposition.  Specified
Intercompany Transfers means a Disposition of Property by a Credit Party
to a member of the Consolidated Group that is not a Credit Party.  37


Spin-Off
means the spin-off of the Borrower from IAC pursuant to the Separation
Agreement, such that from and after such spin-off, the Borrower will exist as a
separate publicly traded entity.  Spin-Off
Date means the date upon which the Spin-Off is consummated.  Spot
Rate for a currency means the rate determined by the Administrative Agent
or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in
such capacity as the spot rate for the purchase by such Person of such currency
with another currency through its principal foreign exchange trading office at
approximately 11:00 a.m. (x) New York time, in the case of Canadian
Dollars, or (y) London time, in the case of any other currency, in each
case on the date two (2) Business Days prior to the date as of which the
foreign exchange computation is made; provided that the Administrative
Agent or the L/C Issuer may obtain such spot rate from another financial
institution designated by the Administrative Agent or the L/C Issuer if the Person
acting in such capacity does not have as of the date of determination a spot
buying rate for any such currency; and provided further that
the L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.  Statutory
Reserves means for any Interest Period for any Borrowing of Eurodollar
Rate Loans in Dollars, the average maximum rate at which reserves (including
any marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by member banks of the United
States Federal Reserve System in New York City with deposits exceeding one
billion Dollars against Eurocurrency liabilities (as such term is used in
Regulation D).  Borrowings of Eurodollar
Rate Loans shall be deemed to constitute Eurodollar liabilities and to be
subject to such reserve requirements without benefit of or credit for proration,
exceptions or offsets which may be available from time to time to any Lender
under Regulation D.  Sterling
and £ mean the lawful currency of the United Kingdom.  Subject
Disposition means any Disposition other than (a) Dispositions of
damaged, worn-out or obsolete Property that, in the Borrowers reasonable
judgment, is no longer used or useful in the business of the Borrower or its
Subsidiaries; (b) Dispositions of inventory, services or other property in
the ordinary course of business; (c) Dispositions of Property to the
extent that (i) such Property is exchanged for credit against the purchase
price of similar replacement Property or (ii) the proceeds of such
Disposition are reasonably promptly applied to the purchase price of such
replacement equipment or property; (d) licenses, sublicenses, leases and
subleases not interfering in any material respect with the business of any
member of the Consolidated Group; (e) sales or discounts of accounts
receivable in connection with the compromise or collection thereof in the
ordinary course of business; (f) any Disposition at any time by (i) a
Credit Party to any other Credit Party, (ii) a Subsidiary that is not a
Credit Party to a Credit Party or (iii) a Subsidiary that is not a Credit
Party to another Subsidiary that is not a Credit Party; (g) Specified
Intercompany Transfers; (h) the sale of Cash Equivalents; (i) an
Excluded Sale and Leaseback Transaction; (j) Dispositions pursuant to a
transaction contemplated by Section 8.12; (k) Restricted
Payments permitted by Section 8.06; (l) mergers and
consolidations permitted by Section 8.04 and (m) the granting
of Liens permitted pursuant to Section 8.01.  38


Subordinated
Debt means (x) as to the Borrower, any Funded Debt of the Borrower that
is expressly subordinated in right of payment to the prior payment of any of
the Loan Obligations of the Borrower and (y) as to any Guarantor, any
Funded Debt of such Guarantor that is expressly subordinated in right of
payment to the prior payment of any of the Loan Obligations of such Guarantor.  Subsidiary
of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of
securities or other interests having ordinary voting power for the election of
directors or other governing body (other than securities or interests having
such power only by reason of the happening of a contingency) are at the time
beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such
Person.  Unless otherwise provided, Subsidiary
shall refer to a Subsidiary of the Borrower.  Support
Obligations means, as to any Person, (a) any obligation, contingent
or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness payable by another Person (the primary
obligor) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the obligee in respect of such Indebtedness of the payment or performance of
such Indebtedness, (iii) to maintain working capital, equity capital or
any other financial statement condition or liquidity or level of income or cash
flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any
Indebtedness or other obligation of any other Person, whether or not such
Indebtedness or other obligation is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien).  The amount of any Support
Obligations shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Support Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by
the guaranteeing Person in good faith.  Swap
Contract means any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity
options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement.  Swap
Termination Value means, in respect of any one or more Swap Contracts,
after taking into account the effect of any legally enforceable netting
agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and  39


termination
values determined in accordance therewith, such termination values, and (b) for
any date prior to the date referenced in clause (a), the amounts
determined as the mark-to-market values for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).  Swingline
Borrowing means a borrowing of a Swingline Loan pursuant to Section 2.01(c).  Swingline
Commitment means, with respect to the Swingline Lender, the commitment of
the Swingline Lender to make Swingline Loans, and with respect to each Lender,
the commitment of such Lender to purchase participation interests in Swingline
Loans.  Swingline
Lender means JPMCB in its capacity as such, together with any successor in
such capacity.  Swingline
Loan has the meaning provided in Section 2.01(c).  Swingline
Note means the promissory note given to evidence the Swingline Loans, as
amended, restated, modified, supplemented, extended, renewed or replaced.  A form of Swingline Note is attached as Exhibit 2.13-3  Swingline
Sublimit has the meaning provided in Section 2.01(c).  Synthetic
Lease means any synthetic lease, tax retention operating lease, off-balance
sheet loan or similar off-balance sheet financing arrangement that is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease under GAAP.  Taxes
means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable
thereto.  Term
A Commitment Fee has the meaning provided in Section 2.09.  Term
A Lenders means, prior to the funding of the initial Term A Loans on the
Funding Date, those Lenders with Term A Loan Commitments, and after funding of
the Term A Loans, those Lenders holding a portion of the Term A Loans, together
with their successors and permitted assigns. 
The initial Term A Lenders are set forth on Schedule 2.01.  Term
A Loan Commitment means, for each Term A Lender, the commitment of such
Lender to make a portion of the Term A Loan hereunder; provided that, at
any time after funding of the Term A Loans, determinations of Required Lenders
and Required Term A Lenders shall be based on the outstanding principal
amount of the Term A Loan.  Term
A Loan Commitment Percentage means, for each Term A Lender, a fraction
(expressed as a percentage carried to the ninth decimal place), the numerator
of which is the principal amount of such Lenders Term A Loan, and the
denominator of which is the  40


Outstanding
Amount of the Term A Loans.  The initial
Term A Loan Commitment Percentages are set forth on Schedule 2.01.  Term
A Loan Committed Amount means, for each Term A Lender, the amount of such
Lenders Term A Loan Commitment.  The
initial Term A Loan Committed Amounts are set forth on Schedule 2.01.  Term
A Loan Termination Date means the fifth anniversary of the Closing Date.  Term
A Loans has the meaning provided in Section 2.01(d).  Term
A Note means the promissory notes substantially in the form of Exhibit 2.13-4,
if any, given to evidence the Term A Loans, as amended, restated, modified,
supplemented, extended, renewed or replaced.  Term
B Commitment Fee has the meaning provided in Section 2.09.  Term
B Lenders means, prior to the funding of the initial Term B Loans on the
Funding Date, those Lenders with Term B Loan Commitments, and after funding of
the Term B Loans, those Lenders holding a portion of the Term B Loans
(including any Incremental Term Loans that are Term B Loans), together with
their successors and permitted assigns. 
The initial Term B Lenders are set forth on Schedule 2.01.  Term
B Loan Commitment means, for each Term B Lender, the commitment of such
Lender to make a portion of the Term B Loan hereunder; provided that, at
any time after funding of the Term B Loans, determinations of Required Lenders
and Required Term B Lenders shall be based on the outstanding principal
amount of the Term B Loan.  Term
B Loan Commitment Percentage means, for each Term B Lender, a fraction
(expressed as a percentage carried to the ninth decimal place), the numerator
of which is the principal amount of such Lenders Term B Loan (including any
Incremental Term Loans that are Term B Loans), and the denominator of which is
the Outstanding Amount of the Term B Loans (including any Incremental Term
Loans that are Term B Loans).  The
initial Term B Loan Commitment Percentages are set forth on Schedule 2.01.  Term
B Loan Committed Amount means, for each Term B Lender, the amount of such
Lenders Term B Loan Commitment.  The
initial Term B Loan Committed Amounts are set forth on Schedule 2.01.  Term
B Loan Termination Date means the sixth anniversary of the Closing Date.  Term
B Loans has the meaning provided in Section 2.01(e).  Term
B Note means the promissory notes substantially in the form of Exhibit 2.13-5,
if any, given to evidence the Term B Loans, as amended, restated, modified,
supplemented, extended, renewed or replaced.  41


Term
Loan Commitments means the Term A Loan Commitment and the Term B Loan
Commitment.  Term
Loan Lenders means the Term A Lenders and the Term B Lenders.  Term
Loans means the Term A Loans and the Term B Loans.  Transactions
means the borrowing of the Term A Loans and the Term B Loans on the Funding Date,
the consummation of the Spin-Off, the issuance of the Senior Notes, the payment
of the IAC Dividend, the distribution by the Borrower of intercompany
receivables, directly or indirectly, to IAC or any of its subsidiaries, the
other transactions contemplated by Section 8.12, and the payment of
fees and expenses in connection with the foregoing.  Treasury
Management Bank has the meaning provided in the definition of Obligations.  Treasury
Management Agreement means any agreement governing the provision of
treasury or cash management services, including deposit accounts, funds
transfer, automated clearinghouse, zero balance accounts, returned check
concentration, controlled disbursement, lockbox, purchase cards, account
reconciliation and reporting and trade finance services.  Type
means, with respect to any Revolving Loan or Term Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.  UCC
means the Uniform Commercial Code in effect in any applicable jurisdiction from
time to time.  United
States or U.S. means the United States of America.  Unreimbursed
Amount has the meaning provided in Section 2.03(c)(i).  Weighted
Average Life to Maturity means, when applied to any Indebtedness at any
date, the number of years obtained by dividing: 
(i) the sum of the products obtained by multiplying (a) the
amount of each then remaining installment, sinking fund, serial maturity or
other required payment of principal, including payment at final maturity, in
respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment
by (ii) the then outstanding principal amount of such Indebtedness.  Wholly
Owned Subsidiary means, with respect to any direct or indirect Subsidiary
of any Person, that one hundred percent (100%) of the Capital Stock with
ordinary voting power issued by such Subsidiary (other than directors
qualifying shares and investments by foreign nationals mandated by applicable
Law) is beneficially owned, directly or indirectly, by such Person.  42


1.02Interpretative Provisions.  With reference to this Credit Agreement and each
other Credit Document, unless otherwise specified herein or in such other Credit
Document:  (a)The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words include,
includes and including shall be deemed to be followed by the
phrase without limitation.  The
word will shall be construed to have the same meaning and effect as
the word shall.  Unless the
context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Credit Document), (ii) any reference herein to any Person
shall be construed to include such Persons successors and permitted assigns, (iii) the
words herein, hereof and hereunder, and words of
similar import when used in any Credit Document, shall be construed to refer to
such Credit Document in its entirety and not to any particular provision
thereof, (iv) all references in a Credit Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to
articles and sections of, and exhibits and schedules to, the Credit Document in
which such references appear, (v) any reference to any law shall include
all statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words asset and property
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.  (b)In the computation of periods
of time from a specified date to a later specified date, the word from
means from and including, the words to and until
each mean to but excluding, and the word through means to
and including.  (c)Section headings herein
and in the other Credit Documents are included for convenience of reference
only and shall not affect the interpretation of this Credit Agreement or any
other Credit Document.  1.03Accounting Terms and
Provisions.  (a)As used herein, GAAP
means generally accepted accounting principles in effect in the United States
as set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board from time to
time applied on a consistent basis, subject to the provisions of this Section 1.03.  For the avoidance of doubt, for any period
prior to the consummation of the Spin-Off, any financial definitions for the
Borrower and its Subsidiaries shall be calculated on a combined basis
consistent with the financial statements set forth in Section 6.05.  All accounting terms not specifically or
completely defined  43


herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Credit Agreement shall
be prepared in conformity with, GAAP applied on a consistent basis in a manner
consistent with that used in preparing the audited financial statements
referenced in Section 6.05, except as otherwise specifically
prescribed herein.  (b)Notwithstanding any provision
herein to the contrary, determinations of (i) the Consolidated Total
Leverage Ratio for purposes of determining the applicable pricing level under
the definition of Applicable Percentage, (ii) compliance with covenants
and conditions and (iii) revenues for determining Material Subsidiaries
and Immaterial Subsidiaries shall be made on a Pro Forma Basis.  To the extent compliance with the covenants
in Section 8.10 is being calculated as of a date that is prior to
the first test date under Section 8.10 in order to determine the
permissibility of a transaction, the levels for the covenants as of the first
test date under Section 8.10 shall apply for such purpose.  (c)If at any time any change in
GAAP or in the consistent application thereof would affect the computation of
any financial ratio or requirement set forth in any Credit Document, the Borrower
may, after giving written notice thereof to the Administrative Agent, determine
all such computations on such a basis; provided that if any change in
GAAP would affect the computation of any financial ratio or requirement set
forth in any Credit Document, and either the Borrower or the Required Lenders
shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the
approval of the Required Lenders); provided further that,
until so amended (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Credit Agreement or as
reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect
to such change in GAAP.  (d)Consolidation of Variable
Interest Entities.  All
references herein to consolidated financial statements of the Borrower and its
Subsidiaries or to the determination of any amount for the Borrower and its
Subsidiaries on a consolidated basis or any similar reference shall, in each
case, be deemed to include each variable interest entity that the Borrower is
required to consolidate pursuant to FASB Interpretation No. 46 -
Consolidation of Variable Interest Entities: an interpretation of ARB No. 51
(January 2003) as if such variable interest entity were a Subsidiary as
defined herein.  1.04Rounding.  Any
financial ratios required to be maintained by the Borrower pursuant to this
Credit Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).  44


1.05Times of Day.  Unless
otherwise provided, all references herein to times of day shall be references
to Eastern time (daylight or standard, as applicable).  1.06Exchange Rates; Currency
Equivalents.  (a)The Administrative Agent or
the L/C Issuer, as applicable, shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of L/C
Credit Extensions and Outstanding Amounts denominated in Alternative
Currencies.  Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable currencies until the next
Revaluation Date to occur.  Except for
purposes of financial statements delivered hereunder or calculating covenants
hereunder or except as otherwise provided herein, the applicable amount of any
currency (other than Dollars) for purposes of the Credit Documents shall be
such Dollar Equivalent amount as so determined by the Administrative Agent or
the L/C Issuer, as applicable.  (b)Wherever in this Credit
Agreement in connection with the issuance, amendment or extension of a Letter
of Credit, an amount, such as a required minimum or multiple amount, is expressed
in Dollars, but such Letter of Credit is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent or the L/C Issuer, as the case may be.  1.07Additional Alternative
Currencies.  The Borrower may from time to time request that an
additional currency be added as Alternative Currency; provided that such
requested currency is a lawful currency (other than Dollars) that is readily
available and freely transferable and convertible into Dollars.  Such request shall be subject to the approval
of the Administrative Agent and each Approved Currency Revolving Lender; provided
that if such Alternative Currency is to be used for Letters of Credit only,
such request shall be subject only to the approval of the Administrative Agent
and the L/C Issuer.  1.08Additional Borrowers.  Notwithstanding anything in Section 11.01
to the contrary, following the Funding Date, with the consent of the Borrower,
each Approved Currency Revolving Lender and the Administrative Agent (but
without the consent of any other Lender), this Credit Agreement and the other
Credit Documents may be amended to add one or more Foreign Subsidiaries of the
Borrower as additional borrowers under the Approved Currency Revolving
Facility.  Any obligations in respect of
borrowings by any Foreign Subsidiary under the Credit Agreement will constitute
Obligations and Secured Obligations for all purposes of the Credit
Documents and any such amendment may require such Foreign Subsidiary to provide
additional collateral (but solely for the obligations of such Foreign
Subsidiary hereunder).  Any such
amendment may also affect any other amendments to this Credit Agreement
(including, without limitation, amendments to Section 3.01 of this
Credit Agreement and the definition of Excluded Taxes)  45


and the other Credit Documents as are consented to by the Administrative
Agent, the Borrower and each Approved Currency Revolving Lender as may be
reasonably necessary or appropriate to appropriately include such Foreign
Subsidiary as a Borrower hereunder (provided that no such amendment
shall adversely affect the rights of any Lender that has not consented to such
amendment in any material respect).  1.09Change of Currency.  (a)Each obligation of the
Borrower to make a payment denominated in the national currency unit of any
member state of the European Union that adopts the Euro as its lawful currency
after the date hereof shall be redenominated into Euro at the time of such
adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such
member state, the basis of accrual of interest expressed in this Credit
Agreement in respect of that currency shall be inconsistent with any convention
or practice in the London interbank market for the basis of accrual of interest
in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with effect from the date on which such member state
adopts the Euro as its lawful currency; provided that if any Borrowing
in the currency of such member state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Borrowing, at
the end of the then current Interest Period.  (b)Each provision of this Credit
Agreement shall be subject to such reasonable changes of construction as the
Administrative Agent may from time to time specify to be appropriate to reflect
the adoption of the Euro by any member state of the European Union and any
relevant market conventions or practices relating to the Euro.  (c)Each provision of this Credit
Agreement also shall be subject to such reasonable changes of construction as
the Administrative Agent may from time to time specify to be appropriate to
reflect a change in currency of any other country and any relevant market
conventions or practices relating to the change in currency.  1.10Letter of Credit Amounts.  Unless
otherwise provided, all references herein to the amount of a Letter of Credit
at any time shall be deemed to mean the Dollar Equivalent of the maximum face
amount available to be drawn of such Letter of Credit after giving effect to
all increases thereof contemplated by such Letter of Credit or the Issuer
Documents related thereto, whether or not such maximum face amount is in effect
at such time.  ARTICLE II  COMMITMENTS AND CREDIT EXTENSIONS  2.01Commitments.  Subject to the terms and conditions set forth herein:  (a)Revolving Loans.  46


(i)Dollar Revolving
Loans.  Following the Funding Date,
each Dollar Revolving Lender severally agrees to make revolving credit loans
(the Dollar Revolving Loans) in Dollars to the Borrower from time to
time on any Business Day prior to the Revolving Termination Date; provided
that after giving effect to any such Dollar Revolving Loan, (x) with
respect to the Dollar Revolving Lenders collectively, the Outstanding Amount of
Dollar Revolving Obligations shall not exceed ONE HUNDRED MILLION DOLLARS
($100,000,000) (as such amount may be increased pursuant to Section 2.01(g) or
decreased pursuant to Sections 2.07 or 9.02(a), the Aggregate
Dollar Revolving Committed Amount) and (y) with respect to each
Dollar Revolving Lender individually, such Lenders Dollar Revolving Commitment
Percentage of Dollar Revolving Obligations shall not exceed its respective
Dollar Revolving Committed Amount. 
Dollar Revolving Loans may consist of Base Rate Loans, Eurodollar Rate
Loans or a combination thereof, as the Borrower may request.  Dollar Revolving Loans may be repaid and
reborrowed in accordance with the provisions hereof.  Notwithstanding anything contained herein, no
Dollar Revolving Loans in excess of $25.0 million in the aggregate may be
borrowed prior to completion of the Spin-Off.  (ii)Approved
Currency Revolving Loans. 
Following the Funding Date, each Approved Currency Revolving Lender
severally agrees to make revolving credit loans (the Approved Currency
Revolving Loans) in one or more Approved Currencies to the Borrower from
time to time on any Business Day prior to the Revolving Termination Date; provided
that after giving effect to any such Approved Currency Revolving Loan, (x) with
respect to the Approved Currency Revolving Lenders collectively, the
Outstanding Amount of Approved Currency Revolving Loans shall not exceed ONE
HUNDRED MILLION DOLLARS ($100,000,000) (as such amount may be increased
pursuant to Section 2.01(g) or decreased in accordance with
the Sections 2.07 or 9.02(a), the Aggregate Approved Currency
Revolving Committed Amount) and (y) with respect to each Approved
Currency Revolving Lender individually, such Lenders Approved Currency
Revolving Commitment Percentage of Approved Currency Revolving Loans shall not
exceed its respective Approved Currency Revolving Committed Amount.  Approved Currency Revolving Loans denominated
in Dollars or Canadian Dollars may consist of Base Rate Loans, Eurodollar Rate
Loans or a combination thereof, as the Borrower may request.  Approved Currency Revolving Loans denominated
in an Alternative Currency (other than Canadian Dollars) must consist of Eurodollar
Rate Loans.  Approved Currency Revolving
Loans may be repaid and reborrowed in accordance with the provisions
hereof.  Notwithstanding anything
contained herein, no Revolving Loans in excess of $25.0 million in the
aggregate may be borrowed prior to completion of the Spin-Off.  (b)Letters of
Credit.  On and after the Funding Date, (x) each
L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders
set forth herein, agrees (A) to issue Letters of Credit denominated in
Dollars or in one or more Alternative Currencies, for the account of the
Borrower (or for the account of any member of the Consolidated Group or BCV,
but in such case the Borrower will remain obligated to reimburse the L/C Issuer
for any and all drawings under such Letter of Credit, and the Borrower
acknowledges that the issuance of Letters of Credit for the account of members
of the Consolidated Group or BCV inures to the benefit of the Borrower, and the
Borrower acknowledges that the Borrowers business derives  47


substantial benefits from the business of such
members of the Consolidated Group and BCV) on any Business Day, (B) to
amend or extend Letters of Credit previously issued hereunder, and (C) to
honor drawings under Letters of Credit; and (y) the Dollar Revolving
Lenders severally agree to purchase from the L/C Issuer a participation
interest in Letters of Credit issued hereunder in an amount equal to such
Dollar Revolving Lenders Dollar Revolving Commitment Percentage thereof; provided
that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY
MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance
with the provisions hereof, the L/C Sublimit), (B) with regard to
the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar
Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed
Amount, (C) with regard to each Dollar Revolving Lender individually, such
Dollar Revolving Lenders Dollar Revolving Commitment Percentage of Dollar
Revolving Obligations shall not exceed its respective Dollar Revolving
Committed Amount and (D) the Outstanding Amount of L/C Obligations for the
account of BCV shall not exceed $3,500,000. 
Subject to the terms and conditions hereof, the Borrowers ability to obtain
Letters of Credit shall be fully revolving, and accordingly the Borrower may
obtain Letters of Credit to replace Letters of Credit that have expired or that
have been drawn upon and reimbursed. 
Notwithstanding anything contained herein, no Letters of Credit may be
used to support the IAC Dividend, the Spin-Off, any transaction contemplated by
the Spin-Off or contemplated by Section 8.12.  All Existing Letters of Credit shall be
deemed to have been issued pursuant hereto, and from and after the Funding Date
shall be subject to and governed by the terms and conditions hereof.  (c)Swingline Loans.  During the Commitment Period, the Swingline
Lender agrees, in reliance upon the commitments of the other Dollar Revolving
Lenders set forth herein, to make revolving credit loans (the Swingline
Loans) to the Borrower in Dollars on any Business Day; provided
that (i) the Outstanding Amount of Swingline Loans shall not exceed
FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be decreased in
accordance with the provisions hereof, the Swingline Sublimit) and (ii) with
respect to the Dollar Revolving Lenders collectively, the Outstanding Amount of
Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving
Committed Amount.  Swingline Loans shall
be comprised solely of Base Rate Loans, and may be repaid and reborrowed in
accordance with the provisions hereof. 
Immediately upon the making of a Swingline Loan, each Dollar Revolving
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Swingline Lender a participation interest in such
Swingline Loan in an amount equal to such Lenders Dollar Revolving Commitment
Percentage thereof.  Notwithstanding
anything contained herein, no Swingline Loans may be used to fund the IAC
Dividend, the Spin-Off, any transaction related to the Spin-Off or contemplated
by Section 8.12.  (d)Term A Loan.  Each of the Term A Lenders severally agrees
to make its portion of the term A loans (in the amount of its respective Term A
Loan Committed Amount) to the Borrower on the Funding Date in a single advance
in Dollars in an aggregate principal amount for all Term A Lenders of ONE
HUNDRED MILLION DOLLARS ($100,000,000) (the Term A Loans).  The Term A Loans may consist of Base Rate
Loans, Eurodollar Rate Loans or a combination thereto, as the Borrower may
request.  Amounts repaid on the Term A
Loans may not be reborrowed.  48


(e)Term B Loan.  Each of the Term B Lenders severally agrees
to make its portion of the term B loans (in the amount of its respective Term B
Loan Committed Amount) to the Borrower on the Funding Date in a single advance
in Dollars in an aggregate principal amount for all Term B Lenders of THREE
HUNDRED FIFTY MILLION DOLLARS ($350,000,000) (the Term B Loans).  The Term B Loans may consist of Base Rate
Loans, Eurodollar Rate Loans or a combination thereto, as the Borrower may
request.  Amounts repaid on the Term B
Loans may not be reborrowed.  (f)Incremental Loan Facilities.  Any time after the Funding Date, the Borrower
may, upon written notice to the Administrative Agent, establish additional
credit facilities of the Borrower (collectively, the Incremental Loan
Facilities) by increasing the Aggregate Revolving Commitments hereunder as
provided in Section 2.01(g) (the Incremental Revolving
Commitments), or establishing new term loans hereunder as provided in Section 2.01(h) (the
Incremental Term Loans); provided that:  (i)the aggregate principal amount
of loans and commitments for all the Incremental Loan Facilities established
after the Funding Date will not exceed $125.0 million;  (ii)no Default or Event of
Default shall have occurred and be continuing or shall result after giving
effect to any such Incremental Loan Facility;  (iii)the conditions to the making
of a Credit Extension under Section 5.02 shall be satisfied; and  (iv)the Borrower shall have
delivered a certificate to the Administrative Agent demonstrating that, after
giving effect on a Pro Forma Basis to the borrowings to be made pursuant to
such Incremental Loan Facility, as of the last day of the most recently ended
fiscal quarter at the end of which financial statements were required to have
been delivered pursuant to Section 7.01(a) or (b) (or,
prior to such first required delivery date for such financial statements, as of
the last day of the most recent period referred to in the first sentence of Section 6.05),
the Borrower would be in compliance with Section 8.10.  In connection with the establishment of any
Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder
shall have any obligation to arrange for or assist in arranging for any
Incremental Loan Facility, (B) any Incremental Loan Facility shall be
subject to such conditions, including fee arrangements, as may be provided in
connection therewith and (C) none of the Lenders shall have any obligation
to provide commitments or loans for any Incremental Loan Facility.  (g)Establishment of Incremental
Revolving Commitments. 
Subject to Section 2.01(f), the Borrower may establish
Incremental Revolving Commitments by increasing the Aggregate Dollar Revolving
Committed Amount or Aggregate Approved Currency Revolving Committed Amount
hereunder, provided that:  49


(i)any Person that is not a
Revolving Lender that is proposed to be a Lender under any such increased
Aggregate Revolving Committed Amount shall be reasonably acceptable to the
Administrative Agent and any Person that is proposed to provide any such
increased Aggregate Dollar Revolving Committed Amount (whether or not an
existing Dollar Revolving Lender) shall be reasonably acceptable to the L/C
Issuer;  (ii)Persons providing commitments
for the Incremental Revolving Commitments pursuant to this Section 2.01(g) will
provide a Revolving Lender Joinder Agreement;  (iii)increases in the Aggregate
Revolving Committed Amount will be in a minimum principal amount of $10.0
million and integral multiples of $5.0 million in excess thereof;  (iv)if any Revolving Loans are
outstanding at the time of any such increase under the applicable Revolving
Facility, either (x) the Borrower will prepay such Revolving Loans on the
date of effectiveness of the Incremental Revolving Commitments (including
payment of any break-funding amounts owing under Section 3.05) or (y) each
Lender with an Incremental Revolving Commitment shall purchase at par interests
in each Borrowing of Revolving Loans then outstanding under the applicable
Revolving Facility such that immediately after giving effect to such purchases,
each Borrowing thereunder shall be held by each Lender in accordance with its
Pro Rata Share of such Revolving Facility (and, in connection therewith, the
Borrower shall pay all amounts that would have been payable pursuant to Section 3.05
had the Revolving Loans so purchased been prepaid on such date).  Any Incremental Revolving Commitment
established hereunder shall have terms identical to the Dollar Revolving
Commitments or Approved Currency Revolving Commitments, as the case may be,
existing on the Closing Date, it being understood that the Borrower and the
Administrative Agent may make (without the consent of or notice to any other
party) any amendment to reflect such increase in the Revolving Commitments.  (h)Establishment of Incremental
Term Loans.  Subject to Section 2.01(f),
the Borrower may, at any time, establish additional term loan commitments
(including additional commitments for Term B Loans), provided that:  (i)any Person that is not a
Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably
acceptable to the Administrative Agent;  (ii)Persons providing commitments
for the Incremental Term Loan pursuant to this Section 2.01(h) will
provide an Incremental Term Loan Joinder Agreement;  50


(iii)additional commitments
established for the Incremental Term Loan will be in a minimum aggregate
principal amount of $15.0 million and integral multiples of $5.0 million in
excess thereof; provided that Incremental Term Loan Commitments shall
not be established on more than three (3) separate occasions; and  (iv)the final maturity date of
any Incremental Term Loan shall be no earlier than the Term B Loan Termination
Date;  (v)the Applicable Percentage
(which for the purposes of this Section 2.01(h) being deemed
to include any similar interest margin measure) for any proposed Incremental
Term Loans shall be determined by the Borrower and the applicable Lenders; provided
that in the event that the Applicable Percentage for any proposed Incremental
Term Loans is greater than the Applicable Percentage for the Term B Loans
(other than such Incremental Term Loans), then the Applicable Percentage for
all Term B Loans (other than such Incremental Term Loans) shall be increased to
the extent necessary so that the Applicable Percentage for the Term B Loans
(other than such Incremental Term Loans) is equal to the Applicable Percentage
for the proposed Incremental Term Loans; provided, further,
that in determining the Applicable Percentage applicable to the Term B Loans
(other than such Incremental Term Loans) and the proposed Incremental Term
Loans, original issue discount (OID) or
upfront fees (other than underwriting fees paid only to Lenders under the
Incremental Term Loans in their capacity as such) (which upfront fees,
exclusive of the underwriting fees referred to above, shall be deemed to
constitute like amounts of OID) payable to the applicable Lenders of the Term B
Loans (other than such Incremental Term Loans) or the proposed Incremental Term
Loans in the primary syndication thereof shall be included (with OID being
equated to interest based on an assumed four-year life to maturity);  (vi)the Weighted Average Life to
Maturity of any Incremental Term Loan shall not be shorter than the Term B
Loans (without giving effect to such Incremental Term Loans).  Any
Incremental Term Loan established hereunder shall be on terms to be determined
by the Borrower and the Lenders thereunder (and the Borrower and the
Administrative Agent may, without the consent of any other Lender, enter into
an amendment to this Credit Agreement to appropriately include the Incremental
Term Loans hereunder including, without limitation, to provide that such
Incremental Term Loans shall share in mandatory prepayments on the same basis
as the Term A Loans and Term B Loans); provided that, to the extent that
such terms and documentation are not consistent with the Term B Loans (except
to the extent permitted by clause (iv), (v) or (vi) above),
they shall be reasonably satisfactory to the Administrative Agent; provided further
that if any covenant, term (except to the extent permitted by clause (iv),
(v) or (vi) above), event of default or remedy in any
Incremental Term Loans is more favorable to the lenders thereunder than the
corresponding covenant, term, event of default or remedy in the existing Term B
Loans, or such Incremental Term Loans contain any covenant, term (except to the
extent permitted by clause (iv), (v) or (vi) above),
event of default or remedy that is not in the  51


existing
Credit Documents, the Credit Parties and the Administrative Agent and/or the
Collateral Agent shall, without the consent of or notice to any other party,
amend the documentation for such existing Credit Documents so that such
covenant, term, event of default and/or remedy is applicable to all Loans and
Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder
and/or to incorporate any such covenant, event of default and/or remedy that is
not in the existing Credit Documents.  2.02Borrowings, Conversions and Continuations.  (a)Each Borrowing, each
conversion of Loans from one Type to the other, and each continuation of
Eurodollar Rate Loans shall be made upon the Borrowers irrevocable notice to
the Administrative Agent by delivery to the Administrative Agent of a written
Loan Notice appropriately completed and signed by a Responsible Officer of the
Borrower.  Each such notice must be
received by the Administrative Agent not later than 12:00 noon (New York time) (i) with
respect to Eurodollar Rate Loans, three (3) Business Days (or, in the case
of Approved Currency Revolving Loans denominated in Alternative Currency, four (4) Business
Days) prior to the requested date of, (ii) with respect to Base Rate Loans
denominated in Dollars, on the requested date of or (iii) in the case of
Base Rate Loans denominated in Canadian Dollars, one Business Day prior to the
requested date of, any Borrowing, conversion or continuation.  Except in the case of any Revolving Loan that
is borrowed to refinance a Swingline Loan or L/C Borrowing (which may be in an
amount sufficient to refinance such Swingline Loan or L/C Borrowing), each
Borrowing, conversion or continuation shall be in a principal amount of (i) with
respect to Eurodollar Rate Loans (A) denominated in Dollars, $1.0 million
or a whole multiple of $1.0 million in excess thereof, (B) denominated in
Euros, 1.0 million or a whole multiple of 1.0 million in excess thereof, (C) denominated
in Sterling, £1.0 million or a whole multiple of £1.0 million in excess thereof
and (D) denominated in Canadian Dollars, C$1.0 million or a whole multiple
of C$1.0 million, (ii) with respect to Base Rate Loans denominated in
Dollars, $1,000,000 or a whole multiple of $100,000 in excess thereof or (iii) in
the case of Base Rate Loans denominated in Canadian Dollars, C$1,000,000 or an
integral multiple of C$100,000 in excess thereof.  Each Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrowers request is with respect
to Revolving Loans, Term A Loans or Term B Loans, (ii) whether such
request is for a Borrowing, conversion, or continuation, (iii) the requested
date of such Borrowing, conversion or continuation (which shall be a Business
Day), (iv) the principal amount of Loans to be borrowed, converted or
continued, (v) the Type of Loans to be borrowed, converted or continued, (vi) if
such Loans are Approved Currency Revolving Loans, the currency of such Loans
(which shall be an Approved Currency) and (vii) if applicable, the
duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of
Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation (other than with respect to Approved
Currency Revolving Loans denominated in an Alternative Currency other than
Canadian Dollars), then the applicable Loans shall be made as, or converted to,
Base Rate Loans.  Any automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans.  If the Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
Loan Notice, but fails to specify an Interest Period, the Interest Period will
be deemed to be one (1) month.  52


(b)Following receipt of a Loan
Notice, the Administrative Agent shall promptly notify each Lender of the
amount of its Pro Rata Share of the applicable Loans, and if no timely notice
of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to
Base Rate Loans described in the preceding subsection.  In the case of a Borrowing denominated in
Dollars, each Lender shall make the amount of its Loan available to the
Administrative Agent in Dollars in immediately available funds at the
Administrative Agents Office not later than 2:00 p.m. (New York time) on
the Business Day specified in the applicable Loan Notice.  In the case of a Borrowing denominated in an
Alternative Currency, each Lender shall make the amount of its Loan available
to the Administrative Agent in the applicable Alternative Currency in
immediately available funds at the Administrative Agents Office not later than
2:00 p.m. (London time) on the Business Day specified in the applicable
Loan Notice.  Upon satisfaction of the
applicable conditions set forth in Section 5.03 (and, if such
Borrowing is the initial Credit Extension, Section 5.02), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of JPMCB with the amount of such funds
or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to the Administrative Agent by the Borrower.  (c)Except as otherwise provided
herein, without the consent of the Required Lenders, a Eurodollar Rate Loan may
be continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan.  During the
existence of a Default or Event of Default, at the request of the Required
Lenders or the Administrative Agent, (i) no Loan denominated in Dollars or
Canadian Dollars may be requested as, converted to or continued as a Eurodollar
Rate Loan and (ii) any outstanding Eurodollar Rate Loan denominated in
Dollars or Canadian Dollars shall be converted to a Base Rate Loan on the last
day of the Interest Period with respect thereto.  (d)The Administrative Agent
shall promptly notify the Borrower and the Lenders of the interest rate
applicable to any Interest Period for Eurodollar Rate Loans upon determination
of such interest rate.  The determination
of the Adjusted Eurodollar Rate by the Administrative Agent shall be conclusive
in the absence of manifest error.  At any
time that Base Rate Loans are outstanding, the Administrative Agent shall
notify the Borrower and the Lenders of any change in JPMCBs or JPMorgan Chase
Bank, N.A., Toronto Branchs prime rate used in determining the Base Rate
promptly following the public announcement of such change.  (e)After giving effect to all
Borrowings, all conversions of Revolving Loans from one Type to the other, and
all continuations of Revolving Loans as the same Type, there shall not be more
than ten (10) Interest Periods in effect with respect to the Revolving
Loans and five (5) Interest Periods with respect to the Term A Loans and
Term B Loans.  53


2.03Additional Provisions with Respect to Letters of
Credit.  (a)Obligation to Issue or Amend.  (i)The L/C Issuer shall not
issue any Letter of Credit if:  (A)subject to Section 2.03(b)(iii),
the expiry date of such requested Letter of Credit would occur more than twelve
(12) months after the date of issuance or last extension, unless the
Administrative Agent and the L/C Issuer have approved such expiry date; or  (B)the expiry date
of such requested Letter of Credit would occur after the L/C Expiration Date,
unless all the Dollar Revolving Lenders have approved such expiry date.  (ii)The L/C Issuer shall not be
under any obligation to issue any Letter of Credit if:  (A)any order,
judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit,
or any Law applicable to the L/C Issuer or any request or directive (whether or
not having the force of law) from any Governmental Authority with jurisdiction
over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain
from, the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon the L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the L/C
Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense that was not applicable on the Closing Date and that the L/C Issuer in
good faith deems material to it;  (B)the issuance of
such Letter of Credit would violate any Law applicable to the L/C Issuer;  (C)except as
otherwise agreed by the L/C Issuer and the Administrative Agent, such Letter of
Credit is in an initial stated amount less than $20,000;  (D)such Letter of
Credit is to be denominated in a currency other than Dollars or an Alternative
Currency;  (E)except as
otherwise agreed by the L/C Issuer, such Letter of Credit contains provisions
for automatic reinstatement of the stated amount after any drawing thereunder;
or  (F)a default of any
Dollar Revolving Lenders obligations to fund under Section 2.03(c) exists
or any Dollar Revolving Lender is at such time a Defaulting Lender, unless the
L/C Issuer has entered into satisfactory arrangements with the Borrower or such
Dollar Revolving Lender to eliminate the L/C Issuers risk with respect to such
Dollar Revolving Lender.  54


(iii)The L/C Issuer shall not be
under any obligation to amend any Letter of Credit if:  (A)the L/C Issuer
would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof; or  (B)the beneficiary
of such Letter of Credit does not accept the proposed amendment to such Letter
of Credit.  (iv)The L/C Issuer shall act on behalf
of the Dollar Revolving Lenders with respect to any Letters of Credit issued by
it and the documents associated therewith, and the L/C Issuer shall have all of
the benefits and immunities (A) provided to the Administrative Agent in Article X
with respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term Administrative Agent as used in Article X included the L/C
Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.  (b)Procedures for Issuance and
Amendment; Auto-Extension Letters of Credit.  (i)Each Letter of Credit shall
be issued or amended, as the case may be, upon the request of the Borrower
delivered to the L/C Issuer (with a copy to the Administrative Agent) in the
form of a L/C Application, appropriately completed and signed by a Responsible
Officer.  Such L/C Application must be
received by the L/C Issuer and the Administrative Agent (A) not later than
12:00 noon (New York time) at least two (2) Business Days prior to the
proposed issuance date or date of amendment, as the case may be, of any Letter
of Credit denominated in Dollars and (B) not later than 12:00 noon (London
time) at least five (5) Business Days prior to the proposed issuance date
or date of amendment, as the case may be, of any Letter of Credit denominated
in an Alternative Currency (or, in each case, such later date and time as the
L/C Issuer and the Administrative Agent may agree in a particular instance in
their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be.  In the
case of a request for an initial issuance of a Letter of Credit, such L/C
Application shall specify in form and detail reasonably satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (B) the amount and currency thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing
thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters
as the L/C Issuer may reasonably require. 
In the case of a request for an amendment of any outstanding Letter of
Credit, such L/C Application shall specify in form and detail satisfactory to
the L/C Issuer: (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the
nature of the proposed amendment; (D) the purpose and nature of the
requested Letter of Credit; and (E) such other matters as the L/C Issuer
may reasonably require.  Additionally,
the Borrower shall furnish to the L/C Issuer and the Administrative Agent such
other documents and information pertaining to such requested Letter of Credit
issuance or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may require.  55


(ii)Promptly after receipt of any
L/C Application, the L/C Issuer will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
such L/C Application from the Borrower and, if not, the L/C Issuer will provide
the Administrative Agent with a copy thereof. 
Unless the L/C Issuer has received written notice from the Administrative
Agent, any Dollar Revolving Lender or any Credit Party, at least one (1) Business
Day prior to the requested date of issuance or amendment of the applicable
Letter of Credit, that one or more applicable conditions contained in Sections
5.02 (if issued on the Funding Date) and 5.03 shall not then be
satisfied, then, subject to the terms and conditions hereof, the L/C Issuer
shall, on the requested date, issue a Letter of Credit for the account of the
Borrower (or Subsidiary or BCV) or enter into the applicable amendment, as the
case may be, in each case in accordance with the L/C Issuers usual and
customary business practices. 
Immediately upon the issuance of each Letter of Credit, each Dollar
Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk participation in such Letter of
Credit in an amount equal to such Dollar Revolving Lenders Dollar Revolving
Commitment Percentage thereof.  (iii)If the Borrower so requests
in any L/C Application, the L/C Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic extension
provisions (each, an Auto-Extension Letter of Credit); provided
that any such Auto-Extension Letter of Credit must permit the L/C Issuer to
prevent any such renewal at least once in each twelve-month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day (the Non-Extension Notice Date)
in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued (but in any event not later than 30 days prior to the
scheduled expiry date thereof).  Unless
otherwise directed by the L/C Issuer, the Borrower shall not be required to
make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has
been issued, the Dollar Revolving Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to permit the extension of such Letter of
Credit at any time to an expiry date not later than the L/C Expiration Date; provided,
however, that the L/C Issuer shall not permit any such extension if (A) the
L/C Issuer has determined that it would not be permitted or would have no
obligation at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is five (5) Business Days before the
Non-Extension Notice Date from the Administrative Agent or the Borrower that
one or more of the applicable conditions specified in Section 5.03
is not then satisfied, and in each case directing the L/C Issuer not to permit
such extension.  (iv)Promptly after its delivery
of any Letter of Credit or any amendment to a Letter of Credit to an advising
bank with respect thereto or to the beneficiary thereof, the L/C Issuer will
also deliver to the Borrower and the Administrative Agent a true and complete
copy of such Letter of Credit or amendment.  (c)Drawings and Reimbursements; Funding of
Participations.  (i)Upon any drawing under any
Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative
Agent thereof.  In the case of a Letter
of Credit denominated in Dollars, the Borrower shall reimburse the L/C Issuer
in Dollars.  In the case of a Letter of
Credit  56


denominated in an Alternative Currency, the
Borrower shall reimburse the L/C Issuer in such Alternative Currency unless (x) the
L/C Issuer (at its option) shall have specified in such notice that it will
require reimbursement in Dollars, or (y) in the absence of any such
requirement for reimbursement in Dollars, the Borrower shall have notified the
L/C Issuer promptly following receipt of the notice of drawing that the
Borrower will reimburse the L/C Issuer in Dollars.  In the case of any such reimbursement in
Dollars of a drawing as of the applicable Revaluation Date under a Letter of
Credit denominated in an Alternative Currency, the L/C Issuer shall notify the
Borrower of the Dollar Equivalent of the amount of the drawing promptly
following the determination thereof.  Not
later than (x) 12:00 noon (New York time) on or prior to the date that is
three (3) Business Days following the date that the Borrower receives
notice from the L/C Issuer of any payment by the L/C Issuer under a Letter of
Credit to be reimbursed in Dollars, and (y) the Applicable Time on or
prior to the date that is three (3) Business Days following the date the
Borrower receives notice from the L/C Issuer of any payment by the L/C Issuer
under a Letter of Credit to be reimbursed in an Alternative Currency (each such
date of payment by the L/C Issuer under a Letter of Credit, an Honor Date),
the Borrower shall reimburse the L/C Issuer through the Administrative Agent in
Dollars or in the applicable Alternative Currency, as the case may be, in an
amount equal to the amount of such drawing; provided, that the Borrower,
and the applicable L/C Issuer may, each in their discretion, with the consent
of the Administrative Agent and so long as such arrangements do not adversely
affect the rights of any Lender in any material respect, enter into Letter of
Credit cash collateral prefunding arrangements acceptable to them for the
purpose of reimbursing Letter of Credit draws. 
If the Borrower does not to reimburse the L/C Issuer on the Honor Date,
the Administrative Agent, at the request of the L/C Issuer, shall promptly
notify each Dollar Revolving Lender of the Honor Date, the amount and
denomination of the unreimbursed drawing (expressed in Dollars in the amount of
the Dollar Equivalent thereof) (the Unreimbursed Amount), and the
amount of such Dollar Revolving Lenders Dollar Revolving Commitment Percentage
thereof.  (ii)Each Dollar Revolving Lender
shall upon any notice pursuant to Section 2.03(c)(i) make
funds available to the Administrative Agent for the account of the L/C Issuer,
in Dollars at the Administrative Agents Office for payments in Dollars in an
amount equal to its Dollar Revolving Commitment Percentage of the Unreimbursed
Amount not later than 1:00 p.m. (New York time) on the Business Day
specified in such notice by the Administrative Agent.  (iii)With respect to any
Unreimbursed Amount, the Borrower shall be deemed to have incurred from the L/C
Issuer an L/C Borrowing in the amount of the Unreimbursed Amount, which L/C
Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at (i) through and including the third Business Day
following the Honor Date, the rate of interest applicable to Base Rate
Revolving Loans and (ii) thereafter, the Default Rate.  In such event, each Dollar Revolving Lenders
payment to the Administrative Agent for the account of the L/C Issuer pursuant
to Section 2.03(c)(ii) shall be deemed payment in respect of
its participation in such L/C Borrowing and shall constitute an L/C Advance
from such Revolving Lender in satisfaction of its participation obligation
under this Section 2.03.  (iv)Until a Revolving Lender
funds its L/C Advance pursuant to this Section 2.03(c) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Revolving Lenders Dollar Revolving Commitment
Percentage of such amount shall be solely for the account of the L/C Issuer.  57


(v)Each Dollar Revolving Lenders
obligation to make L/C Advances to reimburse the L/C Issuer for amounts drawn
under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
that such Revolving Lender may have against the L/C Issuer, the Borrower or any
other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default or Event of Default, (C) non-compliance with the conditions
set forth in Section 5.03, or (D) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided
that the L/C Issuer shall have complied with the provisions of Section 2.03(b)(ii).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse the L/C
Issuer for the amount of any payment made by the L/C Issuer under any Letter of
Credit, together with interest as provided herein.  (vi)If any Dollar Revolving
Lender fails to make available to the Administrative Agent for the account of
the L/C Issuer any amount required to be paid by such Revolving Lender pursuant
to the foregoing provisions of this Section 2.03(c) by the time
specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled
to recover from such Revolving Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to the L/C Issuer at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by the L/C Issuer in accordance with
banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection
with the foregoing.  If such Lender pays
such amount (with interest and fees as aforesaid), the amount so paid shall constitute
such Lenders L/C Advance in respect of the relevant L/C Borrowing.  A certificate of the L/C Issuer submitted to
any Dollar Revolving Lender or Approved Currency Revolving Lender, as
applicable, (through the Administrative Agent) with respect to any amounts
owing under this clause (vi) shall be conclusive absent manifest
error.  (d)Repayment of Participations.  (i)At any time after the L/C
Issuer has made a payment under any Letter of Credit and has received from any
Dollar Revolving Lender such Revolving Lenders L/C Advance in respect of such
payment in accordance with Section 2.03(c), if the Administrative
Agent receives for the account of the L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the
Borrower or otherwise, including proceeds of cash collateral applied thereto by
the Administrative Agent), the Administrative Agent will distribute to such
Revolving Lender its Dollar Revolving Commitment Percentage thereof
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Revolving Lenders L/C Advance was
outstanding) in Dollars and in the same type of funds as those received by the
Administrative Agent.  (ii)If any payment received by
the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Dollar Revolving Lender shall pay to the Administrative Agent
for the account of the L/C Issuer its Dollar Revolving Commitment Percentage
thereof on demand of the  58


Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned by
such Lender, at a rate per annum equal to the applicable Overnight Rate from
time to time in effect.  The obligations
of the Revolving Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Credit Agreement.  (e)Obligations Absolute.  The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Credit Agreement under all
circumstances, including the following:  (i)any lack of
validity or enforceability of such Letter of Credit, this Credit Agreement or
any other Credit Document;  (ii)the existence of
any claim, counterclaim, setoff, defense or other right that the Borrower, any
Subsidiary or BCV may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the L/C Issuer or any other Person,
whether in connection with this Credit Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating
thereto, or any unrelated transaction;  (iii)any draft,
demand, certificate or other document presented under such Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or
delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;  (iv)any payment by
the L/C Issuer under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law;  (v)any adverse
change in the relevant exchange rates or in the availability of the relevant
Alternative Currency to the Borrower, any Subsidiary or BCV or in the relevant
currency markets generally; or  (vi)any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower, any Subsidiary or BCV.  The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to such Borrower and, in the event of any
claim of noncompliance with the Borrowers instructions or other irregularity,
the Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to
have waived  59


any
such claim against the L/C Issuer and its correspondents unless such notice is
given as aforesaid.  (f)Role of the L/C Issuer in
such Capacity.  Each
Revolving Lender and the Borrower agrees that, in paying any drawing under a
Letter of Credit, the L/C Issuer shall not have any responsibility to obtain
any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity
or accuracy of any such document or the authority of the Person executing or
delivering any such document.  None of
the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable to any Revolving Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Required Dollar
Revolving Lenders; (ii) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. 
The Borrower hereby assumes all risks of the acts or omissions of any beneficiary
or transferee with respect to such Borrowers use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrowers
pursuing such rights and remedies as the Borrower may have against the
beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer, shall be liable or responsible for
any of the matters described in clauses (i) through (vi) of
Section 2.03(e); provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower shall
have a claim against the L/C Issuer, and the L/C Issuer shall be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower that are
determined by a court of competent jurisdiction to have been caused by the L/C
Issuers willful misconduct or gross negligence or the L/C Issuers willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. 
In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, that may prove to be
invalid or ineffective for any reason.  (g)Cash Collateral.  Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in a L/C Borrowing, or
(ii) if, as of the L/C Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the L/C Expiration Date, as the case may
be).  The Administrative Agent may, at
any time and from time to time after the initial deposit of cash collateral,
request that additional cash collateral be provided in order to protect against
the results of exchange rate fluctuations. 
For purposes hereof, Cash Collateralize means to pledge and
deposit with or deliver to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, as collateral for such L/C Obligations, cash or deposit
account balances pursuant to customary documentation in form and substance  60


reasonably satisfactory to the Administrative
Agent and the L/C Issuer (which documents are hereby consented to by the
Lenders).  Derivatives of such term have
corresponding meanings.  Cash collateral
shall be maintained in blocked, interest bearing deposit accounts or money market
fund accounts at the Administrative Agent.  (h)Applicability of ISP.  Unless otherwise expressly agreed by the L/C
Issuer and the Borrower when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), the rules of the
ISP shall apply to each Letter of Credit.  (i)Letters of Credit Issued for
Subsidiaries and BCV. 
Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, BCV or any
Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the
L/C Issuer for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the
issuance of Letters of Credit for the account of the Borrowers Subsidiaries
and BCV inures to the benefit of the Borrower, and that the Borrowers business
derives substantial benefits from the businesses of such Subsidiaries and BCV.  (j)Letter of Credit Fees.  The Borrower shall pay Letter of Credit Fees
as set forth in Section 2.09(b).  (k)Conflict with Issuer
Documents.  In the event
of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control.  2.04Additional Provisions with
Respect to Swingline Loans.  (a)Borrowing Procedures.  Each Swingline Borrowing shall be made upon
the Borrowers irrevocable notice to the Swingline Lender and the
Administrative Agent by delivery to the Swingline Lender and the Administrative
Agent of a written Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. 
Each such notice must be received by the Swingline Lender and the
Administrative Agent not later than 2:00 p.m. (New York time) on the
requested borrowing date, and shall specify (i) the amount to be borrowed,
which shall be a minimum of $100,000, and (ii) the requested borrowing
date, which shall be a Business Day. 
Promptly after receipt by the Swingline Lender of any Loan Notice, the
Swingline Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Loan Notice and,
if not, the Swingline Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. 
Unless the Swingline Lender has received notice (by telephone or in
writing) from the Administrative Agent prior to 3:00 p.m. (New York time)
on the date of the proposed Swingline Borrowing (A) directing the
Swingline Lender not to make such Swingline Loan as a result of the limitations
set forth in this Article II, or (B) that one or more of the
applicable conditions specified in Section 5.02 (if on the Funding
Date) and Section 5.03 is not then satisfied, then, subject to the
terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m.
(New York time) on the borrowing date specified in such Loan Notice, make the
amount of its Swingline Loan available to the Borrower at its office by
crediting the account of the Borrower on the books of the Swingline Lender in
immediately available funds.  61


(b)Refinancing.  (i)The Swingline Lender at any
time in its sole and absolute discretion may (and, in any event, within ten
Business Days of the applicable Swingline Borrowing, shall) request that each
Revolving Lender fund its risk participations in Swingline Loans in an amount
equal to such Dollar Revolving Lenders Dollar Revolving Commitment Percentage
of Swingline Loans then outstanding. 
Each Dollar Revolving Lender shall make an amount equal to its Dollar
Revolving Commitment Percentage of the amount specified in such notice
available to the Administrative Agent in immediately available funds for the
account of the Swingline Lender at the Administrative Agents Office not later
than 1:00 p.m. (New York time) on the day specified in such notice.  The Administrative Agent shall remit the
funds so received to the Swingline Lender.  (ii)Each Dollar Revolving Lenders
funding of its risk participation in the relevant Swingline Loan and each
Dollar Revolving Lenders payment to the Administrative Agent for the account
of the Swingline Lender pursuant to Section 2.04(b)(i) shall
be deemed payment in respect of such participation.  (iii)If any Dollar Revolving
Lender fails to make available to the Administrative Agent for the account of
the Swingline Lender any amount required to be paid by such Dollar Revolving
Lender pursuant to the foregoing provisions of this Section 2.04(b) by
the time specified in Section 2.04(b)(i), the Swingline Lender
shall be entitled to recover from such Dollar Revolving Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the Swingline Lender at a rate per annum equal to
the greater of the Federal Funds Rate and a rate determined by the Swingline
Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by the Swingline Lender in connection with the foregoing.  If such Lender pays such amount (with
interest and fees as aforesaid), the amount so paid shall constitute such
Lenders funded participation in the relevant Swingline Loan.  A certificate of the Swingline Lender
submitted to any Dollar Revolving Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (iii) shall be
conclusive absent manifest error.  (iv)Each Dollar Revolving Lenders
obligation to purchase and fund risk participations in Swingline Loans pursuant
to this Section 2.04(b) shall be absolute and unconditional
and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right that such Dollar Revolving
Lender may have against the Swingline Lender, the Borrower or any other Person
for any reason whatsoever, (B) the occurrence or continuance of a Default
or Event of Default, (C) non-compliance with the conditions set forth in Section 5.03,
or (D) any other occurrence, event or condition, whether or not similar to
any of the foregoing; provided that Swingline Lender has complied with
the provisions of Section 2.04(a). 
No such purchase or funding of risk participations shall relieve or
otherwise impair the obligation of the Borrower to repay Swingline Loans,
together with interest as provided herein.  62


(c)Repayment of Participations.  (i)At any time after any Dollar
Revolving Lender has purchased and funded a risk participation in a Swingline Loan,
if the Swingline Lender receives any payment on account of such Swingline Loan,
the Swingline Lender will distribute to such Dollar Revolving Lender its Dollar
Revolving Commitment Percentage of such payment (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such
Dollar Revolving Lenders risk participation was funded) in the same funds as
those received by the Swingline Lender.  (ii)If any payment received by
the Swingline Lender in respect of principal or interest on any Swingline Loan
is required to be returned by the Swingline Lender under any of the
circumstances described in Section 11.05 (including pursuant to any
settlement entered into by the Swingline Lender in its discretion), each Dollar
Revolving Lender shall pay to the Swingline Lender its Dollar Revolving
Commitment Percentage thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such
demand upon the request of the Swingline Lender.  The obligations of the Dollar Revolving
Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Credit Agreement.  (d)Interest for Account of
Swingline Lender.  The
Swingline Lender shall be responsible for invoicing the Borrower for interest
on the Swingline Loans.  Until each
Dollar Revolving Lender funds its risk participation pursuant to this Section 2.04
of any Swingline Loan, interest in respect thereof shall be solely for the
account of the Swingline Lender.  (e)Payments Directly to
Swingline Lender.  The Borrower
shall make all payments of principal and interest in respect of the Swingline
Loans directly to the Swingline Lender.  2.05Repayment of Loans.  (a)Revolving Loans.  The Borrower shall repay to the Dollar
Revolving Lenders the Outstanding Amount of Dollar Revolving Loans on the
Revolving Termination Date.   The
Borrower shall repay to the Approved Currency Revolving Lenders the Outstanding
Amount of Approved Currency Revolving Loans on the Revolving Termination Date.  (b)Swingline Loans.  The Borrower shall repay to the Swingline
Lender the Outstanding Amount of the Swingline Loans on the Revolving
Termination Date.  (c)Term A Loans.  The Borrower shall repay the aggregate
principal amount of the Term A Loans (shown as a percentage of the original
aggregate principal amount of the Term A Loans) in quarterly installments on the
dates set forth below as follows:  63


Date
  
  Principal
  Amortization
  Payment
  (shown as a
  Percentage of
  Original Principal
  Amount)
  
  Date
  
  Principal
  Amortization
  Payment
  (shown as a
  Percentage of
  Original Principal
  Amount)March 31,
  2011
  
  2.5
  %
  December 31, 2012
  
  3.75
  %June 30, 2011
  
  2.5
  %
  March 31, 2013
  
  25.00
  %September 30, 2011
  
  2.5
  %
  June 30, 2013
  
  25.00
  %December 31, 2011
  
  2.5
  %
  Term A Loan
  
  25.00
  %March 31, 2012
  
  3.75
  %
  Termination DateJune 30, 2012
  
  3.75
  %September 30, 2012
  
  3.75
  %  (d)Term B Loans.  The principal amount of the Term B Loans
shall be payable in eleven consecutive quarterly installments which, except for
the final installment (which shall be due and payable on the Term B Loan
Termination Date), shall be due on the last day of each March, June, September and
December, beginning with March 31, 2011. 
Each of the first ten quarterly installments shall be in the principal
amount equal to 0.25% of the aggregate principal amount of all Term B Loans
funded on the Funding Date and the eleventh (11th) and final installment shall
be due and payable on the Term B Loan Termination Date in the amount of the
remaining principal balance of Term B Loans.  2.06Prepayments.  (a)Voluntary Prepayments.  The Loans may be repaid in whole or in part
without premium or penalty (except, in the case of Loans other than Base Rate
Loans, amounts payable pursuant to Section 3.05); provided
that:  (i)in the case of
Loans other than Swingline Loans, (A) notice thereof must be received by
12:00 noon (New York time) by the Administrative Agent at least three (3) Business
Days (or, in the case of Approved Currency Revolving Loans denominated in
Alternative Currency other than Base Rate Loans denominated in Canadian
Dollars, at least four (4) Business Days) prior to the date of prepayment,
in the case of Eurodollar Rate Loans, and one (1) Business Day prior to
the date of prepayment, in the case of Base Rate Loans, (B) any such
prepayment shall be a minimum principal amount of (u) $1.0 million and
integral multiples of $1.0 million in excess thereof, in the case of Eurodollar
Rate Loans denominated in Dollars, (v) 1.0 million and integral multiples
of 1.0 million in excess thereof, in the case of Eurodollar Rate Loans
denominated in Euros, (w) £1.0 million and integral multiples of £1.0
million in excess thereof, in the case of Eurodollar Rate Loans denominated in
Sterling, (x) C$1.0 million and integral multiples of C$1.0 million in
excess thereof, in the case of Eurodollar Rate Loans denominated in Canadian
Dollars, (y) C$1,000,000 and integral multiples of C$100,000 in excess
thereof, in the case of Base Rate Loans denominated in Canadian Dollars and (z) $1,00,0001,000,000 and integral multiples of $100,000
in excess thereof, in the case of  64


Base
Rate Loans denominated in Dollars, or, in each case the entire remaining
principal amount thereof, if less; and  (ii)in the case of
Swingline Loans, (A) notice thereof must be received by the Swingline
Lender by 1:00 p.m. (New York time) on the date of prepayment (with a copy
to the Administrative Agent), and (B) any such prepayment shall be in the
same minimum principal amounts as for advances thereof (or any lesser amount
that may be acceptable to the Swingline Lender).  Each such notice of voluntary prepayment
hereunder shall be irrevocable and shall specify the date and amount of
prepayment and the Loans and Types of Loans that are being prepaid and, if
Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such
Loans.  The Administrative Agent will
give prompt notice to the applicable Lenders of any prepayment on the Loans and
the Lenders interest therein. 
Prepayments of Eurodollar Rate Loans hereunder shall be accompanied by
accrued interest on the amount prepaid and breakage or other amounts due, if
any, under Section 3.05. 
Notwithstanding the foregoing, a notice of voluntary prepayment
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied.  (b)Mandatory
Prepayments.  Subject in
each case to Section 2.06(c):  (i)Revolving Commitments.  (A)If at any time (1) the
Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate
Dollar Revolving Committed Amount, (2) the Outstanding Amount of Approved
Currency Revolving Loans shall exceed the Aggregate Approved Currency Revolving
Committed Amount, or (3) the Outstanding Amount of Swingline Loans shall
exceed the Swingline Sublimit, immediate prepayment will be made on or in
respect of the applicable Revolving Obligations in an amount equal to the
difference; provided, however, that L/C Obligations will not be
Cash Collateralized hereunder until the Revolving Loans and Swingline Loans
have been paid in full.  (B)If the
Administrative Agent notifies the Borrower at any time that the Outstanding
Amount of all L/C Obligations at such time exceeds an amount equal to 105% of
the L/C Sublimit then in effect, then, within two (2) Business Days after
receipt of such notice, the Borrower shall Cash Collateralize the L/C
Obligations in an aggregate amount sufficient to reduce such Outstanding Amount
as of such date of payment to an amount not to exceed 100% of the L/C Sublimit
then in effect.  The Administrative Agent
may, at any time and from time to time after the initial deposit of such cash
collateral, request that additional cash collateral be provided in order to
protect against the results of further exchange rate fluctuations.  (ii)Subject
Dispositions and Involuntary Dispositions.  On or before the applicable date set forth in
the next sentence, prepayment will be made on the Loan Obligations in an amount
equal to one hundred percent (100%) of the Net Cash Proceeds  65


received
from any Subject Disposition or Involuntary Disposition by any member of the
Consolidated Group occurring after the Closing Date, but solely to the extent (x) the
Net Cash Proceeds received in such Subject Disposition (or series of related
Subject Dispositions) or Involuntary Disposition (or series of related
Involuntary Dispositions) exceed $5.0 million, (y) the Net Cash Proceeds
received in all Subject Dispositions or Involuntary Dispositions effected
during the fiscal year in which the applicable Subject Disposition or
Involuntary Disposition takes place exceeds $10.0 million and (z) such Net
Cash Proceeds are not used to acquire, maintain, develop, construct, improve,
upgrade or repair Property (other than inventory, accounts receivable, cash or
Cash Equivalents) useful in the business of the Consolidated Group or to make
investments in Permitted Acquisitions that are otherwise permitted hereunder
within twelve (12) months of the date of such Subject Disposition or
Involuntary Disposition; provided that such a reinvestment shall not be
permitted if an Event of Default shall have occurred and be continuing at the
time the Borrower commits to make such reinvestment or, if no such commitment
is made, the time the reinvestment is actually made, and in either such
circumstance such Net Cash Proceeds shall be used to make prepayments on the
Loans.  Any such prepayment from any Net
Cash Proceeds required by the previous sentence shall be made (x) in the
case of a Major Disposition in respect of which the notice referred to in Section 7.02(g) has
not been delivered on or before the fifteenth (15th) Business Day following the
receipt of the Net Cash Proceeds from such Major Disposition or to the extent
such notice does not indicate reinvestment is intended with the Net Cash
Proceeds of such Major Disposition, on or before the twenty-fifth (25th)
Business Day following receipt of such Net Cash Proceeds and (y) in any
other case, promptly after the Borrower determines that it will not reinvest
such Net Cash Proceeds in accordance with the terms and limitations of the
previous sentence, but in no event later than 366 days following the receipt of
such Net Cash Proceeds.  To the extent
that the Borrower has determined in good faith that repatriation to the United
States of any or all the Net Cash Proceeds of any Subject Disposition or
Involuntary Disposition by a Foreign Subsidiary would have a material adverse
tax consequence to the Borrower and its Subsidiaries, the Net Cash Proceeds so
affected may be retained by such Foreign Subsidiary, provided that on or
before the date on which any such Net Cash Proceeds would otherwise have been
required to be applied to reinvestments or prepayments pursuant to the foregoing
provisions of this Section 2.06(b)(ii), the Borrower applies an
amount equal to such Net Cash Proceeds to such reinvestments or prepayments as
if such Net Cash Proceeds had been received by the Borrower rather than such
Foreign Subsidiary, less the amount of additional taxes (to the extent such
taxes are not already deducted pursuant to the definition of Net Cash Proceeds)
that would have been payable or reserved against if such Net Cash Proceeds had
been repatriated to the United States.  (iii)Indebtedness.  Prepayment will be made on the Loan
Obligations in an amount equal to one hundred percent (100%) of the Net Cash
Proceeds received from any incurrence or issuance of Indebtedness after the
Closing Date (other than Indebtedness expressly permitted to be incurred or
issued pursuant to Section 8.03). 
Any prepayment in respect of such Indebtedness hereunder will be payable
on the Business Day following receipt by the Borrower or other members of the
Consolidated Group of the Net Cash Proceeds therefrom.  66


(iv)Consolidated
Excess Cash Flow.  If for any
fiscal year of the Borrower ending after December 31, 2008 there shall be
Consolidated Excess Cash Flow, then, on a date that is no later five Business
Days following the date that financial statements for such fiscal year are
required to be delivered pursuant to Section 7.01(a), the Loan
Obligations shall be prepaid by an amount equal to the ECF Application Amount
for such fiscal year.  (v)Spin-Off.  If the Spin-Off and the other material
transactions that, pursuant to the terms of the Separation Agreement, are to
occur prior to or substantially concurrently with the Spin-Off shall not have
been consummated on or prior to the fifth Business Day following the Funding
Date, then on such fifth Business Day (x) all of the Loan Obligations
shall be required to be prepaid, (y) the Revolving Commitment of each
Revolving Lender shall be reduced to zero and (z) the Borrower shall Cash
Collateralize the then Outstanding Amount of all L/C Obligations.  (vi)Eurodollar
Prepayment Account.  If the
Borrower is required to make a mandatory prepayment of Eurodollar Rate Loans
under this Section 2.06(b), so long as no Event of Default exists,
the Borrower shall have the right, in lieu of making such prepayment in full,
to deposit an amount equal to such mandatory prepayment with the Administrative
Agent in a cash collateral account maintained (pursuant to documentation
reasonably satisfactory to the Administrative Agent) by and in the sole
dominion and control of the Administrative Agent.  Any amounts so deposited shall be held by the
Administrative Agent as collateral for the prepayment of such Eurodollar Rate
Loans and shall be applied to the prepayment of the applicable Eurodollar Rate
Loans at the earliest of (x) the end of the current Interest Periods
applicable thereto, (y) three months following the date of such deposit
and (z) at the election of the Administrative Agent, upon the occurrence
of an Event of Default.  At the request
of the Borrower, amounts so deposited shall be invested by the Administrative
Agent in Cash Equivalents maturing on or prior to the date or dates on which it
is anticipated that such amounts will be applied to prepay such Eurodollar Rate
Loans; any interest earned on such Cash Equivalents will be for the account of
the Borrower and the Borrower will deposit with the Administrative Agent the
amount of any loss on any such Cash Equivalents to the extent necessary in
order that the amount of the prepayment to be made with the deposited amounts
may not be reduced.  (c)Application.  Within each Loan, prepayments will be applied
first to Base Rate Loans, then to Eurodollar Rate Loans in direct order of
Interest Period maturities.  In addition:  (i)Voluntary
Prepayments.  Prepayments
of the Term A Loans or Term B Loans pursuant to Section 2.06(a) shall
be applied first in direct order of maturity in respect of the principal
amortization payments due on such Term A Loans under Section 2.05(c) or
Term B Loans under Section 2.05(d), as applicable, within the
twelve (12) months following such prepayment, and second pro rata to the
remaining principal amortization installments under Section 2.05(c) or
Section 2.05(d) on the Term A Loans or Term B Loans, as the
case may be.  Voluntary prepayments on
the Loan Obligations will be paid by the Administrative Agent to the Lenders
ratably in accordance with their respective interests therein.  67


(ii)Mandatory Prepayments.  Mandatory prepayments on the Loan Obligations
will be paid by the Administrative Agent to the Lenders ratably in accordance
with their respective interests therein; provided that:  (A)Mandatory prepayments in
respect of the Revolving Commitments under subsection (b)(i)(A) above
shall be applied to the respective Revolving Obligations as appropriate.  (B)Mandatory prepayments in
respect of Subject Dispositions and Involuntary Dispositions under subsection
(b)(ii) above, Indebtedness under subsection (b)(iii) and
Consolidated Excess Cash Flow under subsection (b)(iv) above shall
be applied (i) first to the Term A Loans and Term B Loans (pro rata based
on the amount of each such tranche of Loans then outstanding), and with respect
to (x) Term A Loans, first in direct order of maturity in respect of the
principal amortization payments under Section 2.05(c) due on
the Term A Loans within the twelve (12) months following such prepayment, and
second pro rata to the remaining principal amortization installments under Section 2.05(c) on
the Term A Loans, until paid in full, (y) Term B Loans, first in direct
order of maturity in respect of the principal amortization payments under Section 2.05(d) due
on the Term B Loans within the twelve (12) months following such prepayment,
and second pro rata to the remaining principal amortization installments under Section 2.05(d) on
the Term B Loans, until paid in full, then (ii) to the Revolving
Obligations (without permanent reduction of the Revolving Commitments); provided
that if any events in subsection (b)(ii) or subsection (b)(iii) occur
prior to the Funding Date and on or following the Closing Date, then the amount
that would have otherwise been required to be used to make prepayments of the
Loans shall be applied first, to reduce the Term A Loan Commitments and Term B
Loan Commitments and second to reduce the Revolving Commitments.  2.07Termination or Reduction
of Commitments.  Voluntary Reductions.  The Commitments hereunder may be permanently
reduced in whole or in part by notice from the Borrower to the Administrative
Agent; provided that (i) any such notice thereof must be received
by 12:00 noon (New York time) at least five (5) Business Days prior to the
date of reduction or termination and any such reduction or terminations shall
be in a minimum amount of $1.0 million and integral multiples of $1.0 million
in excess thereof; and (ii) the Commitments may not be reduced to an
amount less than the Outstanding Amount of Loan Obligations then outstanding
thereunder.  The Administrative Agent
will give prompt notice to the Lenders of any such reduction in
Commitments.  Any reduction of any
Commitments shall be applied to the Commitment of each applicable Lender
according to its Pro Rata Share.  All
commitment or other fees accrued with respect to any Commitment through the
effective date of any termination thereof shall be paid on the effective date
of such termination.  A notice of
termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  68


2.08Interest.  (a)Subject to the provisions of subsection
(b) below, (i) each Eurodollar Rate Loan shall bear interest on
the outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Adjusted Eurodollar Rate for such Interest Period plus
the Applicable Percentage; (ii) each Loan that is a Base Rate Loan shall
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Percentage; and (iii) each Swingline Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable
Percentage.  (b)If any amount
payable by the Borrower under any Credit Document is not paid when due and an
Event of Default has occurred and is continuing under Section 9.01(a),
(f) or (h), whether at stated maturity, by acceleration or
otherwise, then such amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Law.  (c)Accrued and
unpaid interest on past due amounts (including interest on past due interest) shall
be due and payable upon demand.  (d)Interest on each
Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable
in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law.  2.09Fees.  (a)Facility Fee; Commitment Fee.  The Borrower shall pay to the Administrative
Agent for the account of each (w) Dollar Revolving Lender in accordance
with its Dollar Revolving Commitment Percentage thereof, a facility fee (the Dollar
Revolving Facility Fee) equal to 0.50% per annum of the actual daily
amount of the Aggregate Dollar Revolving Committed Amount, (x) Approved
Currency Revolving Lender in accordance with its Approved Currency Revolving
Commitment Percentage thereof, a facility fee (the Approved Currency
Revolving Facility Fee and together with the Dollar Revolving Facility
Fee, the Facility Fees) equal to 0.50% per annum of the actual daily
amount of the Aggregate Approved Currency Revolving Committed Amount, (y) Term
A Lender in accordance with its Term A Loan Commitment Percentage thereof, a
commitment fee (the Term A Commitment Fee) equal to 0.50% per annum of
the actual daily amount of the Aggregate Term A Loan Committed Amount during
the period between the Closing Date and the Funding Date and (z) Term B
Lender, in accordance with its Term B Loan Percentage thereof, a commitment fee
(the Term B Commitment Fee and together with the Term A Commitment
Fee, the Commitment Fees) equal to 3.25% per annum of the actual daily
amount of the Aggregate Term B Loan Committed Amount during the period between
the Closing Date and the Funding Date; provided that, if the Borrower
continues to have any outstanding Revolving Obligations after the termination
of the Commitment Period, then, with respect to each Revolving Lender to whom
such Revolving Obligations are then owed, such facility fee shall continue to
accrue in accordance with such  69


Lenders Dollar Revolving Committed Percentage
or Approved Currency Revolving Committed Percentage thereof, as the case may
be, of the actual daily amount of the Aggregate Dollar Revolving Committed
Amount or Aggregate Approved Currency Revolving Committed Amount (without
giving effect to the expiration of such Commitment Period), as the case may be,
from and including the date the Commitment Period terminates to but excluding
the date on which such Revolving Obligations are no longer outstanding.  Notwithstanding the foregoing, if the Funding
Date occurs 60 days or more after the Closing Date, the Commitment Fee and
Facility Fee for the period from and including the Closing Date to but
excluding the Funding Date shall be increased to 0.75% per annum.  The Commitment Fees and Facility Fees shall
accrue at all times during the applicable Commitment Period (and, following the
expiration of the Commitment Period, the Facility Fees shall continue to accrue
to the extent set forth above), including at any time during which one or more
of the conditions in Article V is not met, and shall be due and
payable quarterly in arrears on the tenth (10th) day of each January, April, July and October (for
the Commitment Fee and Facility Fee accrued during the previous calendar
quarter), commencing with the first such date to occur after the Closing Date,
and on the Revolving Termination Date. 
The Commitment Fee and Facility Fee shall be calculated quarterly in
arrears.  (b)Letter of Credit Fees.  (i)Letter of Credit Fees.  The Borrower shall pay to the Administrative
Agent, for the account of each Dollar Revolving Lender in accordance with its
Dollar Revolving Commitment Percentage, a Letter of Credit fee, in Dollars, for
each Letter of Credit, an amount equal to the Applicable Percentage for Dollar
Revolving Loans that are Eurodollar Loans multiplied by the daily maximum
undrawn Outstanding Amount under such Letter of Credit (the Letter of
Credit Fees).  For purposes of
computing the daily undrawn Outstanding Amount under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section 1.10.  The Letter of Credit Fees shall be computed
on a quarterly basis in arrears, and shall be due and payable on the tenth
(10th) day of each January, April, July and October (for the Letter
of Credit Fees accrued during the previous calendar quarter), commencing with
the first such date to occur after the issuance of such Letter of Credit, on
the L/C Expiration Date and thereafter on demand.  If there is any change in the Applicable
Percentage during any quarter, the daily amount available to be drawn under
each Letter of Credit shall be computed and multiplied by the Applicable
Percentage separately for each period during such quarter that such Applicable
Percentage was in effect. 
Notwithstanding anything to the contrary contained herein, while any
Event of Default has occurred and is continuing under Section 9.01(a),
(f) or (h), all Letter of Credit Fees shall accrue at the
Default Rate.  (ii)Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/C
Issuer for its own account a fronting fee with respect to each Letter of
Credit, 0.125% of the daily undrawn Outstanding Amount under such Letter of
Credit on a quarterly basis in arrears. 
Such fronting fee shall be due and payable on the tenth (10th) day of
each January, April, July and October (for fronting fees accrued
during the previous calendar quarter or portion thereof, in the case of the
first payment), commencing with the first such date to occur after the issuance
of such Letter of Credit, on the L/C Expiration Date and thereafter on
demand.  For purposes of computing the
daily undrawn Outstanding Amount under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance  70


with Section 1.10.  In addition, the Borrower shall pay directly
to the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard
costs and charges are due and payable on demand and are nonrefundable.  (c)Funding Fee.  On the Funding Date, the Borrower shall pay
to the Administrative Agent for the account of (i) each Term B Lender a
fee equal to 1.50% of its Term B Loan Commitment and (ii) each other
Lender, the fees set forth on Schedule 2.09(c).  (d)Other Fees.  The Borrower shall pay to JPMCB, the Lead
Arrangers, Wachovia Bank, N.A., Barclays Bank PLC, Wachovia Capital Markets,
LLC, Barclays Capital, Bank of America, N.A., Merrill Lynch Bank USA and Morgan
Stanley Senior Funding, for their own respective accounts, fees in the amounts
and at the times specified in the Fee Letter. 
Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.  The
Borrower shall pay to the Lenders such fees as shall have been separately
agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.  2.10Computation of Interest
and Fees.  All
computations of interest for Base Rate loans denominated in Canadian Dollars
and Base Rate Loans denominated in Dollars when the Base Rate is determined by
JPMCBs prime rate shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed. 
All other computations of fees and interest shall be made on the basis
of a 360-day year and actual days elapsed (which results in more fees or
interest, as applicable, being paid than if computed on the basis of a 365-day
year), or, in the case of interest in respect of Eurodollar Loans denominated
in Alternative Currencies as to which market practice differs from the
foregoing, in accordance with such market practice.  Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.11(a), bear interest for one (1) day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.  2.11Payments Generally;
Administrative Agents Clawback.  (a)General.  All payments to be made by any Credit Party hereunder
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  All payments of
principal and interest on any Loan shall be payable in the same currency as
such Loan is denominated.  All payments
of fees pursuant to Section 2.09 shall be payable in Dollars.  All payments in respect of Unreimbursed
Amounts shall be payable in the currency provided in Section 2.03.  All other payments herein shall be payable in
the currency specified with respect to such payment or, if the currency is not
specified, in Dollars.  Except as
otherwise expressly provided herein, (x) all payments by the Borrower in
Dollars hereunder shall be made to the Administrative Agent, for the account of
the Lenders to which such payment is owed, at the  71


Administrative Agents Office in Dollars and
in Same Day Funds not later than 3:00 p.m. (New York time) on the date
specified herein and (y) all payments by the Borrower in Alternative
Currency hereunder shall be made to the Administrative Agents Office for
payments in such Alternative Currency and in Same Day Funds not later than 3:00 p.m.
London time on the date specified herein. 
The Administrative Agent will promptly distribute to each Lender its Pro
Rata Share of such payment in like funds as received by wire transfer to such
Lenders Lending Office.  All payments
received by the Administrative Agent after 3:00 p.m. New York time or
London time, as applicable shall be deemed received on the immediately
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  Subject to the definition of Interest
Period, if any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.  (b)(i)  Funding by
Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed time of any Borrowing that
such Lender will not make available to the Administrative Agent such Lenders
share of such Borrowing, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with Section 2.02
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if
a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in Same Day Funds with interest thereon, for each day from
and including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing and (B) in the case of a payment to be made
by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay
such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the
amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lenders Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice
to any claim the Borrower may have against a Lender that shall have failed to
make such payment to the Administrative Agent.  (ii)Payments by the
Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders or the L/C Issuer
hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the L/C Issuer, as the case
may be, receiving any such payment severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding
the date of payment to the  72


Administrative Agent, at the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.  A
notice of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (b) shall be conclusive, absent
manifest error.  (c)Failure to Satisfy Conditions
Precedent.  If any
Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Borrower by the Administrative
Agent because the conditions to the applicable Credit Extension set forth in Article V
are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.  (d)Obligation of the Lenders
Several.  The obligations of the Lenders
hereunder to make Loans, to fund participations in Letters of Credit and
Swingline Loans and to make payments pursuant to Section 11.04(c) are
several and not joint.  The failure of
any Lender to make any Loan, to fund any such participation or to make any
payment under Section 11.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on
such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Loan, to purchase its participation or to make its
payment under Section 11.04(c).  (e)Funding Source.  Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will
obtain the funds for any Loan in any particular place or manner.  (f)Insufficient Funds.  If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts
of principal, L/C Borrowings, interest and fees then due hereunder, such funds
shall be applied (i) first, toward payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second,
toward payment of principal and L/C Borrowings then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
and L/C Borrowings then due to such parties.  2.12Sharing of Payments by
Lenders.  If
any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
the Loans made by it, or the participations in L/C Obligations or in Swingline
Loans held by it resulting in such Lenders receiving payment of a proportion
of the aggregate amount of such Loans or participations and accrued interest
thereon greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Loans and subparticipations in L/C Obligations and
Swingline Loans of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in  73


accordance
with the aggregate amount of principal of and accrued interest on their
respective Loans and other amounts owing them, provided that:  (i)if any such
participations or subparticipations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and  (ii)the provisions
of this Section shall not be construed to apply to (x) any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Credit Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or subparticipations in L/C Obligations or Swingline Loans to any
assignee or participant, other than to the Borrower or any Affiliate thereof
(as to which the provisions of this Section shall apply).  Each Credit Party consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Credit Party rights of setoff and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor
of such Credit Party in the amount of such participation.  2.13Evidence of Debt.  (a)The Credit Extensions made by
each Lender shall be evidenced by one or more accounts or records maintained by
such Lender and evidenced by one or more entries in the Register maintained by
the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c) as
agent for the Borrower, in each case in the ordinary course of business.  The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest error
of the amount of the Credit Extensions made by the Lenders to the Borrower and
the interest and payments thereon.  Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Obligations. 
In the event of any conflict between the accounts and records maintained
by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error. 
Upon the request of any Lender made through the Administrative Agent, the
Borrower shall execute and deliver to the Administrative Agent a Note for such
Lender, which shall evidence such Lenders Loans in addition to such accounts
or records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.  (b)In addition to the accounts
and records referred to in subsection (a) above, each Lender and
the Administrative Agent shall maintain in accordance with its usual practice
accounts or records and, in the case of the Administrative Agent, entries in
the Register, evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swingline Loans.  In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters,  74


the accounts and records of the Administrative
Agent shall control in the absence of manifest error.  (c)Each Lender having sold a
participation in any of its Obligations, acting solely for this purpose as
agent for the Borrower, shall maintain a register for the recordation of the
names and addresses of such Participants (and each change thereto, whether by
assignment or otherwise) and the rights, interest or obligation of such
Participants in any Obligation, in any Commitment and in any right to receive
any payments hereunder.  2.14CAM Exchange.  (a)On the Revolving CAM
Exchange Date, (i) the Revolving Commitments shall automatically and
without further act be terminated in accordance with Section 9.02; (ii) each
Dollar Revolving Lender shall fund its participation in any outstanding
Swingline Loans in accordance with Section 2.04(b); (iii) each
Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C
Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in
the currencies in which such Designated Revolving Obligations are denominated)
interests in the Designated Revolving Obligations under each Revolving Facility
(and shall make payments to the Administrative Agent for reallocation to other
Revolving Lenders to the extent necessary to give effect to such purchase) and
shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings
under the Dollar Revolving Facility such that, after giving effect to such
payments, each Revolving Lender shall own an interest equal to such Revolving
Lenders Revolving CAM Percentage in the Designated Revolving Obligations under
each Revolving Facility and shall have the obligation to reimburse the L/C
Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar
Revolving Facility.  Each Revolving
Lender and each Person acquiring a participation from any Revolving Lender as
contemplated by Section 11.06 hereby consents and agrees to the
Revolving CAM Exchange.  Each of the
Revolving Lenders agrees from time to time to execute and deliver to the
Administrative Agent all such promissory notes and other instruments and
documents as the Administrative Agent shall reasonably request to evidence and
confirm the respective interests and obligations of the Revolving Lenders after
giving effect to the Revolving CAM Exchange, and each Revolving Lender agrees
to surrender any promissory notes originally received by it in connection with
its Revolving Loans under this Credit Agreement to the Administrative Agent
against delivery of any promissory notes so executed and delivered; provided
that the failure of any Revolving Lender to deliver or accept any such
promissory note, instrument or document shall not affect the validity or
effectiveness of the Revolving CAM Exchange.  (b)As a result of the Revolving
CAM Exchange, from and after the Revolving CAM Exchange Date, each payment
received by the Administrative Agent pursuant to any Credit Document in respect
of the Designated Revolving Obligations shall be distributed to the Revolving
Lenders on a pro rata basis in accordance with their respective Revolving CAM
Percentages.  (c)In the event that on or
after the Revolving CAM Exchange, an L/C Borrowing is made under any Letter of
Credit under the Dollar Revolving Facility that is not reimbursed by the
Borrower, each Revolving Lender shall provide its L/C Advance to the L/C Issuer
for its Revolving CAM Percentage of such L/C Borrowing.  75


ARTICLE
III
TAXES, YIELD PROTECTION AND ILLEGALITY  3.01Taxes.  (a)Payments Free of Taxes.  Except as otherwise required by law (as
determined in the good faith discretion of the applicable withholding agent),
any and all payments by or on account of any obligation of the Credit Parties
hereunder or under any other Credit Document shall be made free and clear of
and without reduction or withholding for any Indemnified or Other Taxes, provided
that if the applicable withholding agent shall be required by applicable law
(as determined in the good faith discretion of the applicable withholding
agent) to deduct or withhold any Indemnified Taxes (including any Other Taxes)
from such payments, then (i) the sum payable by the applicable Credit
Party shall be increased as necessary so that after making all required
deductions or withholdings (including deductions or withholdings applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions or withholdings been made, (ii) the
applicable withholding agent shall make such deductions or withholdings and (iii) the
applicable withholding agent shall timely pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.  (b)Payment of Other Taxes by
the Borrower.  Without
limiting the provisions of subsection (a) above, the Borrower shall
timely pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.  (c)Indemnification by the
Borrower.  Without
duplication of any amounts payable under Section 3.01(a), the
Borrower shall indemnify the Administrative Agent, each Lender and the L/C
Issuer, within 10 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable by the Administrative Agent, such Lender or the L/C Issuer, as
the case may be, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error.  Upon the
reasonable request of any Credit Party, the Lenders, each L/C Issuer and the Administrative
Agent agree to use their reasonable efforts to cooperate with such Credit Party
(at such Credit Partys direction and expense) in contesting the imposition of,
or claiming a refund of, any Indemnified Taxes or Other Taxes paid by such
Credit Party, whether directly to a Governmental Authority or pursuant to this
Section, that such Credit Party reasonably believes were not correctly or
legally asserted by the relevant Governmental Authority unless the Lender, L/C
Issuer or the Administrative Agent, as the case may be, determines in good
faith that pursuing such a contest or refund would be materially
disadvantageous to it.  (d)Evidence of Payments.  As soon as reasonably practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower  76


shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.  (e)Status of
Lenders.  Any Lender that is entitled to
an exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Credit Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable law or as reasonably requested by the
Borrower or the Administrative Agent as will permit such payments to be made
without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the
Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements.  Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for tax purposes in the United States, any Foreign Lender to the
extent it may lawfully do so shall deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a
Lender under this Credit Agreement, on or prior to the date on which any such
form or certification expires or becomes obsolete and after the occurrence of
any event requiring a change in the most recent form or certification
previously delivered by it (and from time to time thereafter upon the request
of the Borrower or the Administrative Agent), whichever of the following is
applicable:  (i)duly completed
copies of IRS Form W-8BEN claiming eligibility for benefits of an income
tax treaty to which the United States is a party,  (ii)duly completed
copies of IRS Form W-8ECI,  (iii)in the case of
a Foreign Lender claiming the benefits of the exemption for portfolio interest
under Section 881(c) of the Internal Revenue Code, (x) a
certificate, in substantially the form of Exhibit 3.01(e) (a Non-Bank
Certificate), to the effect that such Foreign Lender is not (A) a bank
within the meaning of Section 881(c)(3)(A) of the Internal Revenue
Code, (B) a 10 percent shareholder of the Borrower within the meaning of
Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a controlled
foreign corporation described in Section 881(c)(3)(C) of the
Internal Revenue Code and that interest payments being received are not
effectively connected with the Foreign Lenders conduct of a U.S. trade or
business and (y) duly completed copies of IRS Form W-8BEN,  (iv)in the case of
a Foreign Lender that does not act or ceases to act for its own account with
respect to any portion of any sums paid or payable to such Lender under any of
the Credit Documents (for example, in the case of a Foreign Lender that is a  77


partnership
for U.S. federal income tax purposes for that is a participating Lender
granting a typical participation), duly completed copies of Internal Revenue
Service Form W-8IMY, together with the appropriate IRS Form W-8BEN,
ECI or IMY, W-9 and/or Non-Bank Certificate with respect to each beneficial
owner (provided that, if the Foreign Lender is a partnership, one or more of
whose beneficial owners is claiming the portfolio interest exception, the
Foreign Lender may provide the Non-Bank Certificate on behalf of such
beneficial owners), and any other certificate or statement of exemption
required under the Internal Revenue Code or the regulations thereunder, to
establish that such Foreign Lender is not acting for its own account with
respect to a portion of any such sums payable to such Foreign Lender and to
establish that such remaining portion may be received without deduction for, or
at a reduced rate of, United States federal withholding tax; or  (v)any other form
prescribed by applicable law as a basis for claiming exemption from or a reduction
in United States federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit
the Borrower or Administrative Agent to determine the withholding or deduction
required to be made, if any.  Any
Lender or L/C Issuer that is a United States person under Section 7701(a)(30)
of the Internal Revenue Code, to the extent it may lawfully do so, shall
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Lender or L/C Issuer becomes a Lender or L/C Issuer, as applicable, under this
Credit Agreement, on or prior to the date on which any such form or
certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form or certification previously
delivered by it (and from time to time thereafter upon the request of the
Borrower or the Administrative Agent), duly completed copies of Internal
Revenue Service Form W-9 (or any successor form) certifying that such
Lender or L/C Issuer is entitled to an exemption from U.S. backup withholding
tax.  (f)Treatment of Certain Refunds.  If the Administrative Agent, any Lender or
the L/C Issuer determines, in its reasonable discretion, that it has received a
refund of any Indemnified Taxes or Other Taxes as to which it has been
indemnified by any Credit Party or with respect to which a Credit Party has
paid additional amounts pursuant to this Section, it shall pay to the Borrower
an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by the Credit Party under this Section with
respect to the Indemnified Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent, such Lender or
the L/C Issuer, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrower, upon the request of the
Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount
paid over to the Borrower (plus any penalties, interest (attributable to
the period of time that the Borrower had use of such funds) or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent,
such Lender or the L/C Issuer in the event the Administrative Agent, such
Lender or the L/C Issuer is required to repay such refund to such Governmental
Authority.  This subsection shall not be
construed to require the Administrative Agent, any Lender or the L/C Issuer to
make available its Tax returns (or any other information relating to its taxes
that it deems confidential)  78


to the Borrower or any other Person.  Notwithstanding anything to the contrary, in
no event will any Lender or L/C Issuer be required to pay any amount to the
Borrower the payment of which would place such Lender or L/C Issuer in a less
favorable net after-tax position that such Lender or L/C Issuer would have been
in if the Indemnified Tax giving rise to such refund had never been imposed.  3.02Illegality.  If
any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or
to determine or charge interest rates based upon the Adjusted Eurodollar Rate,
or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, any obligation of such Lender to
make or continue Eurodollar Rate Loans or to convert Loans that are Base Rate
Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies
the Administrative Agent and the Borrower that the circumstances giving rise to
such determination no longer exist.  Upon
receipt of such notice, the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable, convert all
Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.  3.03Inability to Determine
Rates.  If
the Required Lenders determine that for any reason in connection with any
request for a Eurodollar Rate Loan or a conversion to or continuation thereof
that (a) Dollar deposits are not being offered to banks in the London
interbank Eurodollar market for the applicable amount and Interest Period of
such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist
for determining the Adjusted Eurodollar Rate for any requested Interest Period
with respect to a proposed Eurodollar Rate Loan, or (c) the Adjusted
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, the Administrative Agent will promptly so notify
the Borrower and each Lender. 
Thereafter, the obligation of the Lenders to make or maintain Eurodollar
Rate Loans shall be suspended until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Loans that are Base Rate Loans in the
amount specified therein.  79


3.04Increased Cost; Capital
Adequacy.  (a)Increased Costs Generally.  If any Change in Law shall:  (i)impose, modify
or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the
account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the Adjusted Eurodollar Rate) or the L/C
Issuer;  (ii)subject any
Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this
Credit Agreement, any Letter of Credit, any participation in a Letter of Credit
or any Loan made by it, or change the basis of taxation of payments to such
Lender or the L/C Issuer in respect thereof (except, in each case, for
Indemnified Taxes or Other Taxes covered by Section 3.01 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the L/C Issuer); or  (iii)impose on any
Lender or the L/C Issuer or the London interbank market any other condition,
cost or expense affecting this Credit Agreement or Eurodollar Rate Loans made
by such Lender or any Letter of Credit or participation therein;  and the result of any of the foregoing shall
be to increase the cost to such Lender of making or maintaining any Eurodollar
Rate Loan (or, in the case of clause (ii) above, any Loan), or of
maintaining its obligation to make any such Loan, or to increase the cost to
such Lender or the L/C Issuer of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to
issue any Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or the L/C Issuer hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender or the L/C
Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or the L/C
Issuer, as the case may be, for such additional costs incurred or reduction
suffered.  (b)Capital Requirements.  If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lenders or the L/C Issuers holding company, if
any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lenders or the L/C Issuers capital or on the
capital of such Lenders or the L/C Issuers holding company, if any, as a
consequence of this Credit Agreement, the Commitments of such Lender or the
Loans made by, or participations in Letters of Credit held by, such Lender, or
the Letters of Credit issued by the L/C Issuer, to a level below that which
such Lender or the L/C Issuer or such Lenders or the L/C Issuers holding
company could have achieved but for such Change in Law, then from time to time
the Borrower will pay to such Lender or the L/C Issuer, as the case may be,
such additional amount or amounts as will compensate such Lender or the L/C
Issuer or such Lenders or the L/C Issuers holding company for any such
reduction suffered.  (c)Certificates for
Reimbursement.  A
certificate of a Lender or the L/C Issuer setting forth the amount or amounts
necessary to compensate such Lender or the L/C Issuer or its holding company,
as the case may be, as specified in subsection (a) or (b) of
this Section and  80


delivered to the Borrower shall be conclusive
absent manifest error.  The Borrower
shall pay such Lender or the L/C Issuer, as the case may be, the amount shown
as due on any such certificate within ten (10) days after receipt thereof.  (d)Delay in Requests.  Failure or delay on the part of any Lender or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lenders or the L/C
Issuers right to demand such compensation, provided that the Borrower
shall not be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine (9) months prior to the date that such
Lender or the L/C Issuer, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lenders or the L/C Issuers intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).  3.05Compensation for Losses.  Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any reasonable loss, cost or expense incurred by it as a result
of:  (a)any continuation,
conversion, payment or prepayment of any Loan other than a Base Rate Loan on a
day other than the last day of the Interest Period for such Loan (whether
voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or  (b)any failure by the Borrower
(for a reason other than the failure of such Lender to make a Loan) to prepay,
borrow, continue or convert any Loan other than a Base Rate Loan on the date or
in the amount notified by the Borrower; or  (c)any assignment of a
Eurodollar Rate Loan on a day other than the last day of the Interest Period
therefor as a result of a request by the Borrower pursuant to Section 11.13;  including any reasonable loss or expense
arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained.  A certificate
as to the amount of such payment or liability delivered to the Borrower by a
Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on behalf of a Lender, shall be conclusive absent manifest error.  For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Adjusted Eurodollar Rate for such Loan
by a matching deposit or other borrowing in the London interbank eurodollar
market for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.  81


3.06Mitigation Obligations;
Replacement of Lenders.  (a)Designation of a Different
Lending Office.  If any
Lender requests compensation under Section 3.04, or the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then such
Lender shall use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 3.01 or 3.04, as
the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. 
The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.  (b)Replacement of Lenders.  If any Lender requests compensation under Section 3.04,
or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 3.01,
the Borrower may replace such Lender in accordance with Section 11.13.  (c)Limitation on Additional
Amounts, Etc. 
Notwithstanding anything to the contrary contained in this Article III
of this Credit Agreement, unless a Lender gives notice to the Borrower that it
is obligated to pay an amount under this Article within nine (9) months
after the later of (i) the date the Lender incurs the respective increased
costs, loss, expense or liability, reduction in amounts received or receivable
or reduction in return on capital or (ii) the date such Lender has actual
knowledge of its incurrence of the respective increased costs, loss, expense or
liability, reductions in amounts received or receivable or reduction in return
on capital, then such Lender shall only be entitled to be compensated for such
amount by the Borrower pursuant to this Article III, to the extent
of the costs, loss, expense or liability, reduction in amounts received or
receivable or reduction in return on capital that are incurred or suffered on
or after the date which occurs nine (9) months prior to such Lender giving
notice to the Borrower that it is obligated to pay the respective amounts
pursuant to this Article III.  3.07Survival Losses.  All
of the Borrowers obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.  3.08Additional Reserve Costs.  (a)In the case of any Lender
making an Approved Currency Revolving Loan from a Lending Office in the United
Kingdom or a Participating Member State, such Lender shall be entitled to
require the Borrower to pay, contemporaneously with each payment of interest on
each of such Loans, additional interest on such Loan at a rate per annum equal
to the Mandatory Cost Rate calculated in accordance with the formula and in the
manner set forth in Schedule 3.08 hereto.  82


(b)For so long as any Lender is
required to comply with reserve assets, liquidity, cash margin or other
requirements of any monetary or other authority (including any such requirement
imposed by the European Central Bank, the European System of Central Banks or
the Bank of Canada, but excluding requirements reflected in the Statutory Reserves
or the Mandatory Cost Rate) in respect of any of such Lenders Eurodollar Rate
Loans, such Lender shall be entitled to require the Borrower to pay,
contemporaneously with each payment of interest on each of such Lenders Loans
subject to such requirements, additional interest on such Loan at a rate per
annum specified by such Lender to be the cost to such Lender of complying with
such requirements in relation to such Loan.  (c)Any additional interest owed
pursuant to paragraph (a) or (b) above shall be determined in
reasonable detail by the applicable Lender, which determination shall be
conclusive absent manifest error, and notified to the Borrower (with a copy to
the Administrative Agent) at least five Business Days before each date on which
interest is payable for the applicable Loan, and such additional interest so
notified to the Borrower by such Lender shall be payable to the Administrative
Agent for the account of such Lender on each date on which interest is payable
for such Loan.  ARTICLE
IV
GUARANTY  4.01The Guaranty.  (a)Each of the Guarantors
hereby jointly and severally guarantees to the Administrative Agent and each of
the holders of the Obligations, as hereinafter provided, as primary obligor and
not as surety, the prompt payment of the Obligations (the Guaranteed
Obligations) in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) strictly in accordance with the terms thereof.  The Guarantors hereby further agree that if
any of the Guaranteed Obligations are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise), the Guarantors will, jointly and
severally, promptly pay the same, without any demand or notice whatsoever, and
that in the case of any extension of time of payment or renewal of any of the
Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash collateralization or otherwise) in accordance with the terms of
such extension or renewal.  (b)Notwithstanding any
provision to the contrary contained herein, in any other of the Credit
Documents, Swap Contracts or other documents relating to the Obligations, the
obligations of each Guarantor under this Credit Agreement and the other Credit
Documents shall be limited to an aggregate amount equal to the largest amount
that would not render such obligations subject to avoidance under the Debtor
Relief Laws or any comparable provisions of any applicable state law.  83


4.02Obligations Unconditional.  The
obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or other
documents relating to the Obligations, or any substitution, compromise,
release, impairment or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable Law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.02 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances.  Each
Guarantor agrees that such Guarantor shall have no right of subrogation,
indemnity, reimbursement or contribution against the Borrower or any other
Guarantor for amounts paid under this Article IV until such time as
the Obligations have been irrevocably paid in full and the commitments relating
thereto have expired or been terminated. 
Without limiting the generality of the foregoing, it is agreed that, to
the fullest extent permitted by law, the occurrence of any one or more of the
following shall not alter or impair the liability of any Guarantor hereunder,
which shall remain absolute and unconditional as described above:  (a)at any time or from time to
time, without notice to any Guarantor, the time for any performance of or
compliance with any of the Guaranteed Obligations shall be extended, or such
performance or compliance shall be waived;  (b)any of the acts mentioned in
any of the provisions of any of the Credit Documents, or other documents
relating to the Guaranteed Obligations or any other agreement or instrument
referred to therein shall be done or omitted;  (c)the maturity of any of the
Guaranteed Obligations shall be accelerated, or any of the Obligations shall be
modified, supplemented or amended in any respect, or any right under any of the
Credit Documents or other documents relating to the Guaranteed Obligations, or
any other agreement or instrument referred to therein shall be waived or any
other guarantee of any of the Guaranteed Obligations or any security therefor
shall be released, impaired or exchanged in whole or in part or otherwise dealt
with;  (d)any Lien granted to, or in
favor of, the Administrative Agent or any of the holders of the Guaranteed
Obligations as security for any of the Guaranteed Obligations shall fail to
attach or be perfected; or  (e)any of the Guaranteed
Obligations shall be determined to be void or voidable (including, without
limitation, for the benefit of any creditor of any Guarantor) or shall be
subordinated to the claims of any Person (including, without limitation, any
creditor of any Guarantor).  With
respect to its obligations hereunder, each Guarantor hereby expressly waives
diligence, presentment, demand of payment, protest, notice of acceptance of the
guaranty given hereby and of extensions of credit that may constitute
obligations guaranteed hereby, notices of amendments, waivers and supplements
to the Credit Documents and other documents relating to the Guaranteed
Obligations, or the compromise, release or exchange of collateral or security,
and  84


all
notices whatsoever, and any requirement that the Administrative Agent or any
holder of the Guaranteed Obligations exhaust any right, power or remedy or
proceed against any Person under any of the Credit Documents or any other
documents relating to the Guaranteed Obligations or any other agreement or
instrument referred to therein, or against any other Person under any other
guarantee of, or security for, any of the Obligations.  4.03Reinstatement.  Neither
the Guarantors obligations hereunder nor any remedy for the enforcement
thereof shall be impaired, modified, changed or released in any manner
whatsoever by an impairment, modification, change, release or limitation of the
liability of the Borrower, by reason of the Borrowers bankruptcy or insolvency
or by reason of the invalidity or unenforceability of all or any portion of the
Guaranteed Obligations.  The obligations
of the Guarantors under this Article IV shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of any Person in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings pursuant to any Debtor Relief Law or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each
holder of Guaranteed Obligations on demand for all reasonable costs and
expenses (including all reasonable fees, expenses and disbursements of any law
firm or other counsel) incurred by the Administrative Agent or such holder of
Guaranteed Obligations in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any Debtor Relief Law.  4.04Certain Waivers.  Each
Guarantor acknowledges and agrees that (a) the guaranty given hereby may
be enforced without the necessity of resorting to or otherwise exhausting
remedies in respect of any other security or collateral interests, and without
the necessity at any time of having to take recourse against the Borrower
hereunder or against any collateral securing the Guaranteed Obligations or
otherwise, (b) it will not assert any right to require the action first be
taken against the Borrower or any other Person (including any co-guarantor) or
pursuit of any other remedy or enforcement of any other right and (c) nothing
contained herein shall prevent or limit action being taken against the Borrower
hereunder, under the other Credit Documents or the other documents and
agreements relating to the Guaranteed Obligations or from foreclosing on any
security or collateral interests relating hereto or thereto, or from exercising
any other rights or remedies available in respect thereof, if neither the
Borrower nor the Guarantors shall timely perform their obligations, and the
exercise of any such rights and completion of any such foreclosure proceedings
shall not constitute a discharge of the Guarantors obligations hereunder
unless as a result thereof, the Guaranteed Obligations shall have been
indefeasibly paid in full and the commitments relating thereto shall have
expired or been terminated, it being the purpose and intent that the Guarantors
obligations hereunder be absolute, irrevocable, independent and unconditional
under all circumstances.  85


4.05Remedies.  The
Guarantors agree that, to the fullest extent permitted by law, as between the
Guarantors, on the one hand, and the Administrative Agent and the holders of
the Guaranteed Obligations, on the other hand, the Guaranteed Obligations may
be declared to be forthwith due and payable as provided in Section 9.02
(and shall be deemed to have become automatically due and payable in the
circumstances provided in Section 9.02) for purposes of Section 4.01,
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing the Guaranteed Obligations from becoming
automatically due and payable) as against any other Person and that, in the
event of such declaration (or the Guaranteed Obligations being deemed to have
become automatically due and payable), the Guaranteed Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable
by the Guarantors for purposes of Section 4.01.  The Guarantors acknowledge and agree that the
Guaranteed Obligations are secured in accordance with the terms of the
Collateral Documents and that the holders of the Guaranteed Obligations may
exercise their remedies thereunder in accordance with the terms thereof.  4.06Rights of Contribution.  The
Guarantors hereby agree as among themselves that, in connection with payments
made hereunder, each Guarantor shall have a right of contribution from each
other Guarantor in accordance with applicable Law.  Such contribution rights shall be subordinate
and subject in right of payment to the Guaranteed Obligations until such time
as the Guaranteed Obligations have been irrevocably paid in full and the
commitments relating thereto shall have expired or been terminated, and none of
the Guarantors shall exercise any such contribution rights until the Guaranteed
Obligations have been irrevocably paid in full and the commitments relating
thereto shall have expired or been terminated.  4.07Guaranty of Payment;
Continuing Guaranty.  The
guarantee in this Article IV is a guaranty of payment and not of
collection, and is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.  4.08Joint and Several
Liability of the Borrower.  The
Borrower shall be jointly and severally liable for all Obligations of any
Foreign Subsidiary that becomes an additional borrower hereunder in accordance
with Section 1.08.  86


ARTICLE
V
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS  5.01Conditions to Closing Date.  The effectiveness of this Credit Agreement is
subject to satisfaction of the following conditions precedent:  (a)Executed Credit Agreement.  The Administrative Agents receipt of
counterparts of this Credit Agreement dated as of the Closing Date, duly
executed by a Responsible Officer of the Borrower and by each Lender party
thereto, and in form and substance satisfactory to the Administrative Agent,
the Lead Arrangers and each of the Lenders.  (b)[Reserved.]  (c)Officer Certificates.  The following shall be true as of the Closing
Date, and the Administrative Agent shall have received a certificate or
certificates of a Responsible Officer of the Borrower, dated as of the Closing
Date, certifying each of the following:  (i)Consents.  No consents, licenses or approvals are
required in connection with the execution, delivery and performance by any
Credit Party of the Credit Documents to which it is a party, other than as are
in full force and effect and, to the extent requested by the Administrative
Agent, are attached thereto;  (ii)Material Adverse Effect.  There has been no event or circumstance since
December 31, 2007 (other than an event or condition set forth in Schedule
5.01(c)(ii) hereto (each such event or condition, so listed on such
Schedule, a Scheduled Matter), except for any development or change in
any such Scheduled Matter after June 19, 2008 that would, in and of
itself, have or could be reasonably expected to have a Material Adverse
Effect), that has had or would reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect;  (iii)Material Litigation.  There shall be no action, suit, investigation
or proceeding pending in any court or before any arbitrator or Governmental
Authority that would reasonably be expected to have a Material Adverse Effect;
and  (iv)Representations and
Warranties; No Default.  The
conditions set forth in Sections 5.01(d) and (e) have
been satisfied as of the Closing Date.  (d)The representations and
warranties set forth in Sections 6.06, 6.12, 6.13, 6.14
and 6.15 shall be true and correct as of the Closing Date.  87


(e)No Default or Event of
Default shall have occurred and be continuing or would result from the
occurrence of the Closing Date.  Without limiting the generality of the
provisions of Section 10.04, for purposes of determining compliance
with the conditions specified in this Section 5.01, each Lender
that has signed this Credit Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.  5.02Conditions to the Funding
Date.  The obligation of each Lender and the L/C Issuer to
make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent:  (a)Execution of
Credit Documents and Joinders.  The Administrative Agent shall have received
counterparts of (i) a Joinder Agreement to the Credit Agreement duly
executed by a Responsible Officer of each Guarantor, (ii) the Security
Agreement, duly executed by a Responsible Officer of the Borrower and each
Guarantor, (iii) the Pledge Agreement, duly executed by a Responsible
Officer of the Borrower and each Guarantor and (iv) Notes, to the extent
requested by a Lender by written notice delivered to the Borrower at least five
(5) Business Days prior to the Funding Date, duly executed by a
Responsible Officer of the Borrower.  (b)Spin-Off.  The Administrative Agent shall be reasonably
satisfied that the Spin-Off will be consummated substantially simultaneously
with, or within five (5) Business Days after, the initial Borrowing
hereunder.  The Administrative Agent
shall be satisfied that all governmental, shareholder and third party consents
and approvals necessary in connection with the Spin-Off shall have been
obtained and all applicable waiting periods shall have expired without any
continuing action being taken by any authority that would restrain, prevent or
impose any material adverse conditions on the Borrower and its Subsidiaries or
the Transactions, and no Law or regulation shall be applicable which in the
reasonable judgment of the Administrative Agent would have such effect, in each
case to the extent the foregoing could either reasonably be expected to prevent
the consummation of the Spin-Off as contemplated by the Separation Agreement or
could reasonably be expected to result in a Material Adverse Effect.  (c)Personal
Property Collateral.  The
Collateral Agents receipt of the following:  (i)Lien Priority.  Evidence, including UCC, tax and judgment
lien searches from the jurisdiction of formation and jurisdiction of the chief
executive office of each Credit Party and intellectual property searches, that
none of the Collateral is subject to any Liens (in each case other than
Permitted Liens);  (ii)UCC Financing Statements.  Such UCC financing statements as are
necessary or appropriate, in the Collateral Agents discretion, to perfect the
security interests in the Collateral;  88


(iii)Intellectual Property.  Such patent, trademark and copyright security
agreements as are necessary or appropriate, in the Collateral Agents
discretion, to perfect the security interests in the Credit Parties material
IP Rights;  (iv)Capital Stock.  Original certificates evidencing the Capital
Stock pledged pursuant to the Collateral Documents and required to be delivered
thereunder (to the extent such Capital Stock is certificated), together with
undated stock transfer powers executed in blank (provided that with
respect to the stock of any Subsidiary of the Borrower, the Administrative
Agent may, in its sole discretion, provide a reasonable amount of time after
the initial funding for the Borrower to deliver such original certificates);
and  (v)Promissory Notes.  Original promissory notes to the extent
required by the Security Agreement, if any, evidencing intercompany loans or
advances owing to any Credit Party by any Subsidiary of the Borrower, together
with undated allonges executed in blank (provided that the
Administrative Agent may, in its sole discretion, provide a reasonable amount
of time after the initial funding for the Borrower to deliver such original
promissory notes).  (d)Evidence of
Insurance.  The
Collateral Agents receipt of copies of binders with respect to all property
and liability insurance required to be maintained pursuant to the Credit
Documents.  (e)Opinions of
Counsel.  The Administrative Agents
receipt of a customary duly executed opinion of Wachtell, Lipton Rosen &
Katz and of appropriate local counsel to the Credit Parties, dated as of the
Funding Date, in each case, reasonably satisfactory to the Administrative
Agent.  (f)Organization
Documents, Etc.  The
Administrative Agents receipt of a duly executed certificate of a Responsible
Officer of each Credit Party, attaching each of the following documents and
certifying that each is true, correct and complete and in full force and effect
as of the Funding Date:  (i)Charter Documents.  Copies of its articles or certificate of
organization or formation, certified to be true, correct and complete as of a
recent date by the appropriate Governmental Authority of the jurisdiction of
its organization or formation;  (ii)Bylaws.  Copies of its bylaws, operating agreement or
partnership agreement;  (iii)Resolutions.  Copies of its resolutions approving and
adopting the Credit Documents to which it is party, the transactions
contemplated therein, and authorizing the execution and delivery thereof;  89


(iv)Incumbency.  Incumbency certificates identifying the
Responsible Officers of such Credit Party that are authorized to execute Credit
Documents and to act on such Credit Partys behalf in connection with the
Credit Documents; and  (v)Good Standing Certificates.  Certificates of good standing or the
equivalent from its jurisdiction of organization or formation, in each case
certified as of a recent date by the appropriate Governmental Authority.  (g)Officer Certificates.  The following shall be true as of the Funding
Date, and the Administrative Agent shall have received a customary certificate
or certificates of a Responsible Officer of the Borrower, dated as of the
Funding Date certifying each of the following:  (i)Material Adverse Effect.  There has been no event or circumstance since
December 31, 2007 (other than a Scheduled Matter, except for any
development or change in any such Scheduled Matter after June 19, 2008
that would, in and of itself, have or could be reasonably expected to have a
Material Adverse Effect), that has had or would reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect; and  (ii)Material Litigation.  There shall be no action, suit, investigation
or proceeding pending in any court or before any arbitrator or Governmental
Authority that would reasonably be expected to have a Material Adverse Effect.  (h)Pro Forma Financial
Statements.  The Lenders
shall have received the balance sheet as of March 31, 2008 and, if the
Funding Date is on or after August 31, 2008, June 30, 2008, and
statements of income and cash flows for the period ended March 31, 2008
and, if the Funding Date is on or after August 31, 2008, June 30,
2008, in each case as to the Borrower and its Subsidiaries giving effect to the
Transactions on a pro forma basis.  (i)Financial Statements.  Copies of the financial statements referred
to in Section 6.05.  (j)Separation Agreement.  The Administrative Agent shall have received
a final, execution version of the Separation Agreement, which shall not have
any changes since the draft of July 25, 2008 provided to the Lead
Arrangers that are materially adverse to the Lenders, and there shall have been
no changes to the structure or terms of the Spin-Off and related transactions pursuant
to Section 12.01 of the Separation Agreement that are materially adverse
to the Lenders, in each case, unless reasonably satisfactory to the Lead
Arrangers.  (k)Solvency.  The Administrative Agent shall have received
a customary certificate, dated as of the Funding Date, certified by the chief
financial officer of the Borrower, stating that the Borrower and its
Subsidiaries, on a consolidated basis after giving effect to the Transactions,
are Solvent.  90


(l)Fees and Expenses.  All fees and expenses (including, unless
waived by the Administrative Agent, all reasonable fees, expenses and
disbursements of any law firm or other counsel (including any local counsel))
invoiced to the Borrower at least two Business Days prior to the Funding Date
and required to be paid on or before the Funding Date shall have been paid.  (m)Senior Notes.  The Borrower shall have consummated the
issuance of the Senior Notes.  (n)Indebtedness.  After giving effect to the Funding Date, the
Borrower and its Subsidiaries shall have no Indebtedness other than with
respect to the Term Loans, the Existing Letters of Credit, the Senior Notes,
Indebtedness permitted pursuant to Section 8.03(b) and other
Indebtedness incurred in the ordinary course of business since the Closing Date
and otherwise permitted hereunder and other Indebtedness as may be reasonably
acceptable to the Lead Arrangers.  (o)Schedule.  The Borrower shall have delivered to the
Administrative Agent Schedule 7.08.  (p)Funding Date.  The Funding Date shall have occurred on or
prior to September 30, 2008.  5.03Conditions to All Credit
Extensions.  The obligation of each Lender and the L/C Issuer to
honor any Request for Credit Extension is subject to the following conditions
precedent:  (a)The representations and
warranties of the Borrower and each other Credit Party contained in Article VI
shall be true and correct in all material respects on and as of the date of
such Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be
true and correct in all material respects as of such earlier date (provided
that representations and warranties that are qualified by materiality shall be
true and correct in all respects).  (b)No Default or Event of
Default shall exist, or would result from such proposed Credit Extension or
from the application of the proceeds thereof.  (c)In the case of
a Borrowing or the issuance or increase in amount of a Letter of Credit,
immediately after giving effect to the proposed Borrowing or the proposed
Letter of Credit issuance or increase and the application of the proceeds
thereof, the Consolidated Total Leverage Ratio would not exceed 3.50 to 1.00.  (d)(c)The
Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof.  91


Each Request for Credit Extension submitted by the Borrower
shall be deemed to be a representation and warranty by the Borrower that the
conditions specified in Sections 5.03(a),(b)and (bc)have been satisfied on and as of the date of
the applicable Credit Extension.  ARTICLE VI
REPRESENTATIONS AND WARRANTIES  The Credit Parties represent and warrant to the
Administrative Agent and the Lenders that (it being understood and agreed that
on the Closing Date only, the representations and warranties set forth in this Article VI
shall only be made to the extent set forth in Section 5.01(d)):  6.01Existence,
Qualification and Power.  Each Credit Party (a) is duly organized or formed,
validly existing and in good standing under the Laws of the jurisdiction of its
incorporation or formation, (b) has all requisite power and authority and
all requisite governmental licenses, authorizations, consents and approvals to (i) execute,
deliver and perform its obligations under the Credit Documents to which it is a
party and (ii) except to the extent it would not reasonably be expected to
have a Material Adverse Effect, own its assets and carry on its business, and (c) except
to the extent it would not reasonably be expected to have a Material Adverse
Effect, is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification or license.  6.02Authorization;
No Contravention.  The execution, delivery and performance by each Credit Party
of each Credit Document to which it is party have been duly authorized by all
necessary corporate or other organizational action and do not (a) contravene
the terms of such Credit Partys Organization Documents; (b) conflict with
or result in any breach or contravention of, or the creation of any Lien (other
than Permitted Liens) under, (i) any Contractual Obligation to which such
Credit Party is party or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Credit Party or its
Property is subject; or (c) violate any Law applicable to such Credit
Party and the relevant Credit Documents, except, in the case of clause (b) or
(c) of this Section 6.02 only, as would not reasonably
be expected to have a Material Adverse Effect.  6.03Governmental
Authorization; Other Consents.  No approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, any Credit Party of this
Credit Agreement or any other Credit Document (other than (a) as have
already been obtained and are in full force and effect, (b) filings to
perfect security interests granted pursuant to the Credit Documents and (c) approvals,
consents, exemptions, authorizations, or other actions, notices or filings the
failure to procure which would not reasonably be expected to have a Material
Adverse Effect).  92


6.04Binding
Effect.  Each Credit Document has been duly executed and delivered by
each Credit Party that is party hereto or thereto.  Each Credit Document constitutes legal, valid
and binding obligations of such Credit Party, enforceable against such Credit
Party in accordance with its terms, except to the extent the enforceability
thereof may be limited by applicable Debtor Relief Laws affecting creditors
rights generally and by equitable principles of law (regardless of whether
enforcement is sought in equity or at law) and implied covenants of good faith
and fair dealing.  6.05Financial
Statements.  The audited combined balance sheets of the Borrower and its
Subsidiaries as of December 31, 2007 and December 31, 2006 and the
unaudited combined balance sheets as of March 31, 2008 and March 31,
2007 and, if the Funding Date is on or after August 31, 2008, June 30,
2008 and June 30, 2007, and the related combined statements of income or
operations, or shareholders equity (or invested equity) and cash flows for the
years ending December 31, 2007, December 31, 2006 and December 31,
2005 and the fiscal quarters ending March 31, 2008 and (solely with
respect to the statements of income or operations and cash flows) March 31,
2007 and, if the Funding Date is on or after August 31, 2008, for the
fiscal quarters ended June 30, 2008 and (solely with respect to the
statements of income or operations and cash flows) June 30, 2007,
including the notes thereto, (i) were prepared in accordance with GAAP
consistently applied throughout the periods covered thereby, except as
otherwise expressly noted therein and (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and its
results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein.  The unaudited pro forma condensed combined balance sheet of
the Borrower and its Subsidiaries as at March 31, 2008, and, if the
Funding Date is on or after August 31, 2008, June 30, 2008, and the
related unaudited pro forma condensed combined statements of operations of the
Borrower and its Subsidiaries for the three or, if the Funding Date is on or
after August 31, 2008, six, months then ended and for the year ended December 31,
2007, certified by the chief financial officer or treasurer of the Borrower,
copies of which have been furnished to each Lender, fairly present the combined
pro forma financial condition of the Borrower and its Subsidiaries as at such
date and the combined pro forma results of operations of the Borrower and its
Subsidiaries for the periods ended on such dates, in each case giving effect to
the Transactions, all in accordance with Regulation S-X under the Securities
Laws, as amended and the Borrower believes that the assumptions underlying such
unaudited pro forma combined financial statements are reasonable.  6.06No
Material Adverse Effect.  Since December 31, 2007, there has been no event or
circumstance, either individually or in the aggregate, that has had or would
reasonably be expected to have a Material Adverse Effect (other than any
Scheduled Matter, except for any development or change in any such Scheduled
Matter after June 19, 2008 that would, in and of itself, have or could be
reasonably expected to have a Material Adverse Effect).  93


6.07Litigation.  There are no actions, suits or proceedings pending or, to
the knowledge of the Borrower, threatened, at law, in equity, in arbitration or
before any Governmental Authority, by or against any member of the Consolidated
Group or against any of their properties or revenues that either individually
or in the aggregate would reasonably be expected to have a Material Adverse
Effect.  6.08No
Default.  No Default or Event of Default has occurred and is
continuing or would result from the consummation of the transactions
contemplated by this Credit Agreement or any other Credit Document.  6.09Ownership
of Property; Liens.  Each of the Borrower and its Subsidiaries has good and valid
title in fee simple to, or a valid leasehold interest in, all its real
property, and good title to, or a valid leasehold interest in or right to use,
all its other material property, except as would not reasonably be expected to
have a Material Adverse Effect, and the property of the Consolidated Group is
subject to no Liens, other than Permitted Liens.  6.10Taxes.  Except as would not reasonably be expected, individually or
in the aggregate to have a Material Adverse Effect:  (a) the Borrower and each of its
Subsidiaries (i) has timely filed (or has had filed on its behalf) all Tax
returns required to be filed and (ii) has paid prior to delinquency all
Taxes levied or imposed upon it or its properties, income or assets otherwise
due and payable (including in its capacity as a withholding agent), except for
Taxes that are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided, in
accordance with GAAP, if such contest suspends enforcement or collection of the
claim in question; (b) neither the Borrower nor any of its Subsidiaries is
aware of any proposed or pending tax assessments, deficiencies or audits; and (c) neither
the Borrower nor any of its Subsidiaries has participated in a listed
transaction within the meaning of Treasury Regulation Section 1.6011-4.  6.11ERISA
Compliance.  (a)Each Pension
Plan that is intended to qualify under Section 401(a) of the Internal
Revenue Code has received a favorable determination letter from the IRS or an
application for such a letter is currently pending before the IRS with respect
thereto and, to the knowledge of the Borrower, nothing has occurred that would
prevent, or cause the loss of, such qualification except in such instances in
which the failure to comply therewith either individually or in the aggregate
would not reasonably be expected to have a Material Adverse Effect.  The Borrower and each ERISA Affiliate have
made all required contributions to each Pension Plan subject to Section 412
of the Internal Revenue Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the
Internal Revenue Code has been made with respect to any Pension Plan except in
such instances in which the failure to  94


comply therewith either
individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.  (b)There are
no pending or, to the knowledge of the Borrower, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan
that would be reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan
that has resulted or would reasonably be expected to result in a Material Adverse
Effect.  (c)(i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred that, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) neither
the Borrower nor any ERISA Affiliate has engaged in a transaction that would
reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA
which in the case of clause (i) through (iii) above,
would reasonably be expected to have a Material Adverse Effect.  6.12Subsidiaries.  After giving effect to any modifications or updates pursuant
to the last sentence of this Section 6.12, set forth on Schedule
6.12 is a list of all Subsidiaries of the Borrower immediately after giving
effect to the consummation of the Spin-Off, together with the jurisdiction of
organization, classes of Capital Stock and ownership and ownership percentages
of each such Subsidiary as of such date. 
After giving effect to any modifications or updates pursuant to the last
sentence of this Section 6.12, Schedule 6.12 identifies
the Subsidiaries that shall be parties to the Pledge Agreement and Security
Agreement after giving effect to the consummation of the Spin-Off.  The outstanding Capital Stock has been
validly issued, is owned free of Liens (other than Permitted Liens), and with
respect to any outstanding shares of Capital Stock of a corporation, such
shares have been validly issued and are fully paid and non-assessable.  The outstanding shares of Capital Stock are
not subject to any buy-sell, voting trust or other shareholder agreement except
as identified on Schedule 6.12.  The
Borrower may, on or prior to the Funding Date, provide information from time to
time to modify and update the information set forth on Schedule 6.12 in
a manner reasonably satisfactory to the Administrative Agent.  6.13Margin
Regulations; Investment Company Act.  (a)The Credit
Parties are not engaged and will not engage, principally or as one of their
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.  (b)None of
the Credit Parties or any Subsidiary is or is required to be registered as an investment
company under the Investment Company Act of 1940.  95


6.14Disclosure.  No written report, financial statement, certificate or other
information (taken as a whole) furnished by or on behalf of any Credit Party to
the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Credit Agreement or delivered
hereunder or under any other Credit Document (in each case, as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, in each case as of the date such information is provided
and as of the Closing Date and the Funding Date; provided that, with
respect to projected financial information and estimates, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.  6.15Compliance
with Laws.  Each member of the Consolidated Group is in compliance in
all material respects with the requirements of all Laws and all orders, writs,
injunctions, settlements or other agreements with any Governmental Authority
and decrees applicable to it or to its properties, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is
being contested in good faith by appropriate proceedings diligently conducted
or (b) the failure to comply therewith, either individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.  6.16Solvency.  As of the Funding Date, the Borrower and its Subsidiaries,
on a consolidated basis, are, and after giving effect to the Transactions will
be, Solvent.  6.17Intellectual
Property; Licenses, Etc.  Except as would not reasonably be expected to have a
Material Adverse Effect, as of the Funding Date, each member of the
Consolidated Group owns, or possesses the right to use, all of the trademarks,
service marks, trade names, copyrights, patents, patent rights, franchises,
licenses and other intellectual property rights (collectively, IP Rights)
that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person.  As of the Funding Date, no claim or
litigation regarding any of the foregoing is pending or, to the knowledge of
the Credit Parties, threatened, that, either individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.  6.18Security
Agreement.  The
security interest granted pursuant to the Security Agreement (i) will
constitute a valid and perfected security interest in the Collateral (as to
which perfection may be obtained by the filings or other actions described in
clause (A), (B) or (C) of this Section 6.18) in favor of
the Collateral Agent, for the benefit of the holders of the Obligations, as
collateral security for the Obligations, upon (A) the filing of all
financing statements naming each Grantor as debtor and the Collateral Agent
as secured party and describing the Collateral in the applicable filing  96


offices, (B) delivery
of all Instruments, Chattel Paper and negotiable Documents to the Collateral
Agent and (C) completion of the filing, registration and recording of a
fully executed agreement in the form of the Security Agreement (or a supplement
thereto) and containing a description of all Collateral constituting
intellectual property in the United States Patent and Trademark Office within
the three month period (commencing as of the date hereof) or, in the case of
Collateral constituting intellectual property acquired after the date hereof,
thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder
with respect to United States Patents and United States registered Trademarks
and in the United States Copyright Office within the one month period
(commencing as of the date hereof) or, in the case of Collateral constituting
intellectual property acquired after the date hereof, thereafter with respect
to United States registered Copyrights pursuant to 17 USC § 205 and the
regulations thereunder and otherwise as may be required pursuant to the laws of
any other necessary jurisdiction to the extent that a security interest may be
perfected by such filings, registrations and recordings, and (ii) are
prior to all other Liens on the Collateral other than Liens permitted by Section 8.01.  Unless otherwise specified in this Credit
Agreement, solely with respect to this Section 6.18 capitalized
terms used and not otherwise defined in this Credit Agreement shall have the
meanings provided in the Security Agreement.  6.19Pledge
Agreement.  The Pledge Agreement is effective to create in favor of the
Collateral Agent, for the ratable benefit of the holders of the Obligations, a
legal, valid and enforceable security interest in the Collateral identified
therein, except to the extent the enforceability thereof may be limited by
applicable Debtor Relief Laws affecting creditors rights generally and by
equitable principles of law (regardless of whether enforcement is sought in
equity or at law) and the Pledge Agreement shall create a fully perfected first
priority Lien on, and security interest in, all right, title and interest of
the pledgors thereunder in such Collateral, in each case prior and superior in
right to any other Lien other than Permitted Liens (i) with respect to any
such Collateral that is a security (as such term is defined in the UCC) and
is evidenced by a certificate, when such Collateral is delivered to the
Collateral Agent with duly executed stock powers with respect thereto, (ii) with
respect to any such Collateral that is a security (as such term is defined in
the UCC) but is not evidenced by a certificate, when UCC financing statements
in appropriate form are filed in the appropriate filing offices in the
jurisdiction of organization of the pledgor or when control (as such term is
defined in the UCC) is established by the Collateral Agent over such interests
in accordance with the provision of Section 8-106 of the UCC, or any
successor provision, and (iii) with respect to any such Collateral that is
not a security (as such term is defined in the UCC) (to the extent perfection
of a Lien in such Collateral can be obtained by filing UCC financing
statements), when UCC financing statements in appropriate form are filed in the
appropriate filing offices in the jurisdiction of organization of the pledgor.  ARTICLE VII
AFFIRMATIVE COVENANTS  Until the Loan Obligations shall have been paid in full or
otherwise satisfied, and the Commitments hereunder shall have expired or been
terminated, the Borrower will, and will cause each of its Subsidiaries to:  97


7.01Financial
Statements.  Deliver to the Administrative
Agent and each Lender:  (a)as soon as available, but in any event
within ten (10) days of the date the Borrower is required to file its Form 10-K
with the SEC and in any eventnot later than ninety (90) days after the end of each fiscal year of the
Borrower, a consolidated balance sheet of the Borrower as at the end of such
fiscal year, and the related consolidated statements of income or operations,
invested equity and cash flows for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with GAAP, audited and accompanied by (1) a
report and opinion of a Registered Public Accounting Firm of nationally
recognized standing, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and applicable Securities Laws and
shall not be subject to any going concern or like qualification or exception
or any qualification or exception as to the scope of such audit or other
material qualification or exception and (2) if required by Section 404
of Sarbanes-Oxley, an attestation report of such Registered Public Accounting
Firm as to the Borrowers internal controls pursuant to Section 404 of
Sarbanes-Oxley; and  (b)as soon as available, but in any event
within ten (10) days of the date the Borrower is required to file its Form 10-Q
with the SEC and in any eventnot later
than forty-five (45) days (or, solely in the case of the fiscal quarter of the
Borrower ending June 30, 2008, 61 days) after the end of each of the first
three (3) fiscal quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and the Consolidated Group as at the
end of such fiscal quarter, and the related consolidated statements of income
or operations, invested equity and cash flows for such fiscal quarter and for
the portion of the Borrowers fiscal year then ended, setting forth in each
case in comparative form the figures for the corresponding fiscal quarter of
the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and certified by a Responsible Officer of the
Borrower as fairly presenting the financial condition, results of operations,
invested equity and cash flows of the Consolidated Group in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes; provided that, with respect to the fiscal quarter ended June 30,
2008, such financial statements may be presented on a basis consistent with the
historical financial statements referred to in the first paragraph of Section 6.05.  As to any information
contained in materials furnished pursuant to Section7.02(c),7.02,the Borrower shall not be separately required to furnish such information
under subsection (a) or (b) above, but the foregoing
shall not be in derogation of the obligation of the Borrower to furnish the
information and materials described in subsections (a) and (b) above
at the times specified therein.  98


7.02Certificates;
Other Information.  Deliver to the Administrative
Agent and each Lender:  (a)within five (5) Business Days following the delivery of the financial
statements referred to in Section 7.01(a), a certificate of its
independent certified public accountants certifying such financial statements
and stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default with respect to financial covenants
or, if any such Default or Event of Default shall exist, stating the nature and
status of such event (which may be limited to the extent consistent with
industry practice or the policy of the accounting firm);  (b)within five (5) Business Days following each delivery of the financial
statements referred to in Sections 7.01(a) and (b), a duly
completed Compliance Certificate signed by a Responsible Officer of the
Borrower (i) commencing with the fiscal quarter ended September 30,
2008, setting forth computations in reasonable detail satisfactory to the
Administrative Agent demonstrating compliance with the financial covenants
contained herein, (ii) certifying that no Default or Event of Default
exists as of the date thereof (or the nature and extent thereof and proposed
actions with respect thereto), (iii) setting forth a list of each Subject
Disposition and Involuntary Disposition effected during the fiscal quarter or
fiscal year, as the case may be, covered by such financial statements, to the
extent the Net Cash Proceeds received in such Subject Disposition (or series of
related Subject Dispositions) or Involuntary Disposition (or series of related
Involuntary Dispositions) exceed $5.0 million or the Net Cash Proceeds received
in all Subject Dispositions or Involuntary Dispositions effected during such
fiscal year exceeds $10.0 million (or the elapsed portion of such fiscal year
in the case of a Compliance Certificate relating to a fiscal quarter), and whether
the Borrower and its Subsidiaries intend to reinvest the Net Cash Proceeds
thereof or to use such Net Cash Proceeds to prepay the Loans and (iv) a
calculation of the Cumulative Credit (in reasonable detail) as of the last day
of the period covered by such financial statements;  (c)copies of all annual, regular, periodic
and special reports and registration statements that the Borrower may file with
the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and
not otherwise required to be delivered to the Administrative Agent pursuant
hereto;all
reports required to be provided pursuant to Section 4.03(a) of the
indenture dated as of July 28, 2008 between the Borrower and Bank of New
York Mellon, as trustee, relating to the Senior Notes, as in effect on the date
hereof (whether or not any such Senor Notes are outstanding), within the time
periods specified in such indenture;  (d)promptly, such additional information regarding the business, financial or
corporate affairs of any Credit Party or any Subsidiary of a Credit Party, or
compliance with the terms of the Credit Documents, as the Administrative Agent
or any Lender (acting through the Administrative Agent) may from time to time
reasonably request;  (e)promptly after the furnishing thereof, copies of any material financial
statement or report furnished to any holder of material Indebtedness of any
Credit Party  99


or of any
of its Subsidiaries pursuant to the terms of any indenture, loan or credit or
similar agreement and not otherwise required to be furnished to the Lenders
pursuant to Section 7.01 or any other clause of this Section 7.02;  (f)as soon as available, but in any event no more than sixty (60) days
following the beginning of each fiscal year of the Borrower, annualexpense budgetsprojections that include revenues
by division with corresponding expense informationof the Borrower and its Subsidiaries on a consolidated basis,for such
fiscal year of the Borrower; and  (g)Within 15 Business Days after the date of any Major Disposition, the
Borrower shall notify the Administrative Agent thereof and whether and to what
extent the Net Cash Proceeds received therefrom is intended to be used to
reinvest or make prepayments pursuant to Section 2.06(b)(ii).  Documents required to be delivered pursuant to Section 7.01
or 7.02 may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Borrower posts
such documents, or provides a link thereto on the Borrowers website on the
internet at the website address listed on Schedule 11.02; or (ii) on
which such documents are posted on the Borrowers behalf on an internet or
intranet website, if any, to which each Lender and the Administrative Agent
have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent) including, to the extent the Lenders and the
Administrative Agent have access thereto and such documents are available
thereon, the EDGAR database and sec.gov; provided that the Borrower
shall notify (which may be by facsimile or electronic mail) the Administrative
Agent of the posting of any such documents. 
Except for such Compliance Certificates, the Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.  The Credit Parties hereby acknowledge that the
Administrative Agent and/or the Lead Arrangers will make available to the
Lenders and the L/C Issuer materials and/or information provided by or on
behalf of the Credit Parties hereunder (collectively, the Credit Party
Materials) by posting the Credit Party Materials on IntraLinks or another
similar electronic system (the Platform) and that certain of the
Lenders may be public-side Lenders (i.e., Lenders that do not wish to receive
material non-public information with respect to the Credit Parties or their
securities) (each, a Public Lender). 
The Credit Parties hereby agree that so long as any Credit Party is the
issuer of any outstanding debt or equity securities that are registered or
issued pursuant to a private offering or is actively contemplating issuing any
such securities (1) all Credit Party Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked PUBLIC
(which, at a minimum, shall mean that the word PUBLIC shall appear
prominently on the first page thereof), or otherwise indicated to the
Administrative Agent as being PUBLIC; (2) by marking or otherwise
indicating the Credit Party Materials PUBLIC, the Credit Parties shall be
deemed to have authorized the Administrative Agent, the Lead Arrangers and the
L/C Issuer and the Lenders to treat such Credit Party Materials as not
containing any material non-public information with respect to the  100


Credit Parties or their securities for purposes of United
States federal and state securities laws (provided, however, that
to the extent such Credit Party Materials constitute Information, they shall be
treated as set forth in Section 11.07); (3) all Credit Party
Materials marked PUBLIC are permitted to be made available through a portion
of the Platform designated as Public Investor; and (4) the
Administrative Agent and the Lead Arrangers shall be entitled to treat any
Credit Party Materials that are not marked or otherwise indicated PUBLIC as
being suitable only for posting on a portion of the Platform not marked as Public
Investor.  7.03Notification.  Promptly, and in any event within two Business Days after
any Responsible Officer of the Borrower or any of its material Subsidiaries
obtains knowledge thereof, notify the Administrative Agent and each Lender of:  (a)the occurrence of any Default or Event of Default; and  (b)the filing or commencement of any litigation, investigation or proceeding
affecting any Credit Party which would reasonably be expected to have a
Material Adverse Effect.  7.04Preservation
of Existence.  Except as otherwise permitted hereunder, do all things
necessary to preserve and keep in full force and effect (x) its existence
and (y) its rights, franchises and authority, except (i) to the
extent, in the case of clauses (x) (with respect to any Subsidiary
only and not the Borrower) and (y), that the failure to do so would not
have a Material Adverse Effect, (ii) with respect to any Subsidiaryonly and notorthe
Borrower, to the extent otherwise permitted by Section 8.04 hereof,
and (iii) for the liquidation or dissolution of Subsidiaries if the assets
of such Subsidiaries, to the extent such assets exceed estimated liabilities,
are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in
such liquidation or dissolution; provided that Subsidiaries that are
Guarantors may not be liquidated into Subsidiaries that are not Guarantors.  7.05Payment
of Taxes and Other Obligations.  (a)Pay and
discharge (i) all Taxes imposed upon it, or upon its income or profits, or
upon any of its properties, before they become delinquent, (ii) all lawful
claims (including claims for labor, material and supplies) that, if unpaid,
might give rise to a Lien upon any of its properties, and (iii) except as
prohibited hereunder, all of its other Indebtedness as it becomes due, except
in each case to the extent that the failure to do so would not, individually or
in the aggregate, have a Material Adverse Effect; provided that no such
Person shall be required to pay any amount that is being contested in good
faith by appropriate proceedings and for which adequate reserves, determined in
accordance with GAAP, have been established, if such contest suspends
enforcement or collection of the claim in question.  (b)Timely and
correctly file all Tax returns required to be filed by it, except for failures
to file that would not reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.  101


7.06Compliance with Law.  Comply with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority, a breach of which would
result in a Material Adverse Effect, except where contested in good faith by
appropriate proceedings diligently pursued.  7.07Maintenance of Property.  Maintain and preserve its material properties and equipment
in good repair, working order and condition, normal wear and tear and casualty
and condemnation excepted, and make all repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto as may be necessary
or proper, to the extent and in the manner customary for similar businesses.  7.08Insurance.  Maintain at all times in force and effect insurance in such
amounts, covering such risks and liabilities and with such deductibles or
self-insurance retentions as determined by the Borrower in its reasonable
business judgment.  The Collateral Agent
shall be named as loss payee, additional insured and/or mortgagee, as its
interests may appear, with respect to any such insurance providing coverage in
respect of any collateral under the Collateral Documents, and the Borrower
shall request that each provider of any such insurance to agree, by endorsement
upon the policy or policies issued by it or by independent instruments
furnished to the Collateral Agent, that it will give the Collateral Agent
thirty (30) days prior written notice before any such policy or policies shall
be altered in any material respect or canceled, and that no act or default of
any member of the Consolidated Group or any other Person shall affect the
rights of the Collateral Agent or the Lenders under such policy or
policies.  The insurance coverage for the
Consolidated Group as of the Funding Date is described as to type and amount on
Schedule 7.08 (which schedule, for the avoidance of doubt, shall be
delivered to the Administrative Agent on or prior to the Funding Date).  7.09Books and Records.  Maintain (a) proper books of record and account, in which
true and correct entries in conformity with GAAP shall be made of all financial
transactions and matters involving the assets and business of the Borrower or
such Subsidiary, as the case may be, and (b) such books of record and
account in material conformity with all applicable requirements of any
Governmental Authority having regulatory jurisdiction over the Borrower or such
Subsidiary.  7.10Inspection Rights.  Permit representatives and independent contractors of the
Administrative Agent or any Lender (in the case of such Lender, coordinated
through the Administrative Agent) to (i) to discuss its affairs, finances
and accounts with its directors, officers, and independent public accountants
at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower and (ii) visit
and inspect any of its properties and examine its corporate, financial and
operating records, once per fiscal year of the Borrower at such reasonable
times during normal business hours, upon reasonable advance notice to the
Borrower; provided, however, that when an Event of Default exists
the  102


Administrative Agent or any of its representatives or independent
contractors or any Lender (in the case of such Lender, coordinated through the
Administrative Agent) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours.  7.11Use of Proceeds.  Use the proceeds of the Term A Loans and Term B Loans to
fund the IAC Dividend and pay costs and expenses related to the Transactions
(including entry into this Credit Agreement) and use the proceeds of the
Revolving Loans for working capital and general corporate purposes (but in no
event may any Revolving Loans in excess of $25.0 million fund any portion of
the IAC Dividend, the Spin-Off, any transaction contemplated by Section 8.12
or any of the other Transactions or any costs or expenses relating thereto)
(but, for the avoidance of doubt, proceeds of Revolving Loans may be used in
respect of obligations relating to such transactions after the Spin-Off Date,
including, for example, indemnification obligations or obligations relating to
transition services), in each case not in contravention of any Law or of any
Credit Document.  7.12Joinder of Subsidiaries as
Guarantors.  Promptly notify the Administrative Agent of the formation,
acquisition (or other receipt of interests) or existence of any Domestic
Subsidiary that is not a Guarantor (other than a non-Wholly Owned Subsidiary
invested in pursuant to Section 8.02(k)(unless such Subsidiary
shall guarantee or provide Support Obligations in respect of any material
Indebtedness (other than the Obligations) of the Borrower or another
Subsidiary), or an Immaterial Subsidiary), which notice shall include
information as to the jurisdiction of organization, the number and class of
Capital Stock outstanding and ownership thereof (including options, warrants,
rights of conversion or purchase relating thereto), and with respect to any
such Subsidiary, within thirty (30) days (or up to ten (10) days later if
the Administrative Agent, in its sole discretion, shall agree thereto in
writing) of the formation, acquisition or other receipt of interests thereof,
cause the joinder of such Subsidiary as a Guarantor pursuant to Joinder
Agreements (or such other documentation in form and substance reasonably
acceptable to the Administrative Agent) accompanied by Organization Documents,
take all actions necessary to create and perfect a security interest in its
assets to the extent required by the Security Agreement or Pledge Agreement
and, if reasonably requested by the Administrative Agent, deliver favorable
opinions of counsel to such Subsidiary, in form and substance reasonably
satisfactory to the Administrative Agent. 
For the avoidance of doubt, if an Immaterial Subsidiary shall become a
Material Subsidiary, such Subsidiary shall thereupon comply with the foregoing.  7.13Pledge of Capital Stock.  From and after the Spin-Off Date, pledge or cause to be
pledged to the Collateral Agent to secure the Obligations, other than in the
case of Excluded Property: (a) one hundred percent (100%) of the issued
and outstanding Capital Stock of each Domestic Subsidiary to the extent owned
by a Credit Party within thirty (30) days (or up to ten (10) days later if
the Administrative Agent, in its sole discretion, shall agree thereto in
writing) of its formation, acquisition or other receipt of such interests and (b) Capital
Stock representing sixty-five percent (65%) (or if less, the full amount owned
by such Subsidiary) of each class of the issued and outstanding Capital Stock
of each First-Tier Foreign Subsidiary to the extent owned by a Credit Party
within thirty  103


(30) days (or up to twenty (20) days later if the
Administrative Agent, in its sole discretion, shall agree thereto in writing)
of its formation, acquisition or other receipt of such interests, in each case
pursuant to the Pledge Agreement or pledge joinder agreements, together with,
if reasonably requested by the Administrative Agent, opinions of counsel and
any filings and deliveries reasonably requested by the Collateral Agent in
connection therewith to perfect the security interests therein, all in form and
substance reasonably satisfactory to the Administrative Agent; provided
that the Borrower shall not be required to deliver to the Collateral Agent
opinions of foreign counsel or foreign-law pledge agreements with respect to
the pledge of Capital Stock of any Foreign Subsidiary unless the Administrative
Agent shall have reasonably requested such foreign counsel opinions or
foreign-law pledge agreements (it being understood and agreed that the Administrative
Agent shall not be entitled to request such foreign counsel opinions or
foreign-law pledge agreements or the delivery of stock certificates with
respect to any Subsidiary that, together with its Subsidiaries, generated less
than $5.0 million of Consolidated EBITDA for the four quarter period ending on
the last day of the most recently ended fiscal quarter at the end of which
financial statements were required to have been delivered pursuant to Section 7.01(a) or
(b) (or, prior to such first required delivery date for such
financial statements, ending on the last day of the most recent period referred
to in the first sentence of Section 6.05)).  It is further understood and agreed that even
if such foreign counsel opinions, foreign law security agreements or stock
certificates with respect to any Subsidiary shall not be required to be
delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock
thereof shall nevertheless constitute Collateral, except to the extent
constituting Excluded Property.  7.14Pledge of Other Property.  With respect to each Credit Party, pledge and grant a
security interest in all of its personal property, tangible and intangible,
owned and leased (except (a) Excluded Property, (b) as otherwise set
forth in Section 7.13 with respect to Capital Stock and (c) as
otherwise set forth in the Collateral Documents) to secure the Obligations,
within thirty (30) days (or up to ten (10) days later, if the
Administrative Agent, in its sole discretion, shall agree thereto in writing)
of the acquisition or creation thereof pursuant to such pledge and security
agreements, joinder agreements or other documents as may be required, together
with opinions of counsel and any filings and deliveries reasonably requested by
the Collateral Agent in connection therewith to perfect the security interests
therein, all in form and substance reasonably satisfactory to the
Administrative Agent.  7.15Further Assurances Regarding
Collateral.  (a)           Promptly upon request by the
Administrative Agent, or any Lender through the Administrative Agent, (a) correct
any material defect or error relating to the granting or perfection of security
interests that may be discovered in any Credit Document or in the execution,
acknowledgment, filing or recordation thereof, and (b) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, certificates, assurances and
other instruments as the Administrative Agent, or the Required Lenders through
the Administrative Agent, may reasonably require from time to time in order to (i) carry
out more effectively the purposes of the Credit Documents, (ii) to the
fullest extent permitted by applicable law, subject any Credit Partys or any
Credit Partys Subsidiaries properties, assets, rights or interests to the
Liens now or hereafter intended to be covered by any  104


of the Collateral
Documents, (iii) perfect and maintain the validity, effectiveness and
priority of any of the Collateral Documents and any of the Liens intended to be
created thereunder and (iv) assure, convey, grant, assign, transfer,
preserve, protect and confirm more effectively unto the holders of the
Obligations the rights granted to the holders of the Obligations under any
Credit Document or under any other instrument executed in connection with any
Credit Document to which any Credit Party or any Credit Partys Subsidiaries is
or is to be a party, and cause each of the Borrowers Subsidiaries to do so.  (b)           In the event the Borrower or any
other Credit Party acquires (i) a fee interest in any real property after
the Closing Date (excluding Excluded Property) and such real property (together
with any improvements thereon), when taken together with all contiguous parcels
of real property interests (or other parcels of real property interests
proximately located and used in connection therewith) then held by any Borrower
or any other Credit Party, has a fair market value of at least $2.5 million,
the Borrower shall promptly (x) notify the Administrative Agent of such
acquisition and (y) deliver, or cause to be delivered, within sixty (60)
days (or up to fifteen (15) days later if the Administrative Agent, in its sole
discretion, consents thereto in writing) to the Collateral Agent a fully
executed Mortgage (subject to all Permitted Liens) over such real property in
form and substance reasonably satisfactory to the Administrative Agent,
together with such title insurance policies, surveys, appraisals (if required
by law), Life-of-Loan Federal Emergency Management Agency Standard Flood
Hazard Determinations (together with notices about special flood hazard area
status and flood disaster assistance duly executed by the Borrower and each
Loan Party relating thereto), evidence of insurance (including, without
limitation, flood insurance), legal opinions and other documents and
certificates, in each case, in form and substance reasonably satisfactory to
the Administrative Agent, as shall be reasonably requested by the
Administrative Agent.  (c)           Notwithstanding anything to the
contrary provided herein or in any Credit Document, the Borrower and the
Subsidiaries shall not be required to take any action required to perfect or
maintain the perfection of any of the Liens of the Agents or Lenders with
respect to cash, deposit accounts or securities accounts except to the extent
such perfection is achieved by filing of financing statements, although cash,
deposit accounts and securities accounts shall nevertheless constitute
Collateral.  7.16Post-Closing Matters.  (a)           The Borrower shall, no later than 3
Business Days after the Funding Date (or such later date as the Administrative
Agent, in its sole discretion, shall agree to), provide to the Collateral Agent
copies of insurance certificates or policies with respect to all insurance
required to be maintained pursuant to the Credit Documents together with
endorsements identifying the Collateral Agent as additional insured or loss
payee, with respect to all insurance policies to be maintained with respect to
the properties of the Borrower and its subsidiaries forming any part of the
Collateral.  (b)           The Borrower shall, no later than 90
days after the Funding Date (or up to thirty (30) days later if the Administrative
Agent, in its sole discretion, shall agree thereto in writing), deliver to the
Collateral Agent local law pledge agreements and opinions of counsel (each in
form and substance reasonably satisfactory to the Collateral Agent) with
respect to First-Tier  105


Foreign Subsidiaries which
(on a consolidated basis with each of their Subsidiaries and when combined with
each First-Tier Foreign Subsidiary (on a consolidated basis with each of its
Subsidiaries) that is organized under the laws of Canada), account for at least
70.0% of the total revenues of all Foreign Subsidiaries of the Borrower and at
least 70.0% of the total assets of all Foreign Subsidiaries of the Borrower (in
each case for the most recent fiscal quarter and as of the most recent date
which the Borrower then has such financial information available).  ARTICLE
VIII
NEGATIVE COVENANTS  Until the Loan Obligations shall have been paid in full or
otherwise satisfied, and the Commitments hereunder shall have expired or been
terminated, the Borrower will not, and will not permit any of its Subsidiaries
to:  8.01Liens.  Create, incur, assume or suffer to exist any Lien upon any
of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:  (a)           Liens
created pursuant to the Credit Documents;  (b)           Liens
under the Collateral Documents given to secure obligations under Swap Contracts
between any Credit Party and any Lender or Affiliate of a Lender or any Person that
was a Lender or Affiliate of a Lender at the time it entered into such Swap
Contract, provided that such Swap Contracts are otherwise permitted
under Section 8.03;  (c)           Liens
existing on the Closing Date and listed on Schedule 8.01, or, to the
extent not so listed, Liens, which, when taken together with all other Liens
existing on the Closing Date and not so listed, secure Indebtedness in an
aggregate principal amount not exceeding $5.0 million, in each case together
with any extensions, replacements, modifications or renewals of the foregoing; provided
that the collateral interests are not broadened or increased or secure any
Property not secured by such Liens on the Closing Date (but shall be permitted
to apply to after-acquired property affixed or incorporated into the property
covered by such Lien and the proceeds and products of the foregoing);  (d)           Liens for
taxes, assessments or governmental charges or levies not yet due or to the
extent non-payment thereof is permitted under Section 7.05;  (e)           statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
and suppliers and other Liens imposed by law or pursuant to customary
reservations or retentions of title arising in the ordinary course of business,
provided that such Liens secure only amounts not yet due and payable or,
if due and payable, are unfiled and no other action has been taken to enforce
the same, are not overdue by more than 30 days, or are being contested in good
faith by appropriate proceedings for which adequate reserves determined in
accordance with GAAP have been established (and as to which the property
subject to any such Lien is not yet subject  106


to a
foreclosure, sale or loss proceeding on account thereof (other than a
proceeding where foreclosure, sale or loss has been stayed));  (f)            Liens
incurred or deposits made by any member of the Consolidated Group in the
ordinary course of business in connection with workers compensation,
unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);  (g)           Liens in
connection with attachments or judgments (including judgment or appeal bonds)
that do not result in an Event of Default under Section 9.01(i);  (h)           easements,
rights-of-way, covenants, conditions, restrictions (including zoning restrictions),
declarations, rights of reverter (other than with respect to Property subject
to a Mortgage), minor defects or irregularities in title and other similar
charges or encumbrances, whether or not of record, that do not, in the
aggregate, interfere in any material respect with the ordinary course of
business of the Borrower or its Subsidiaries, or in respect of any real
property which is subject to a Mortgage, any title defects, liens, charges or
encumbrances (other than such prohibited monetary Liens) which the title
company is prepared to endorse or insure by exclusion or affirmative
endorsement reasonably acceptable to the Administrative Agent and which is
included in any title policy;  (i)            Liens on
property of any Person securing purchase money and Sale and Leaseback
Transaction Indebtedness (including capital leases and Synthetic Leases) of
such Person, in each case to the extent incurred under Section 8.03(c) (or
any refinancing of such Indebtedness incurred under Section 8.03(l));
provided, that any such Lien attaches only to the Property financed or
leased and such Lien attaches prior to, at the time of or within one hundred
eighty (180) days after the later of the date of acquisition of such property
or the date such Property is placed in service (or, in the case of Liens
securing a refinancing of such Indebtedness pursuant to Section 8.03(l),
any such Lien attaches only to the Property that was so financed with the
proceeds of the Indebtedness so refinanced);  (j)            licenses,
sublicenses, leases or subleases granted to others not interfering in any
material respect with the business of any member of the Consolidated Group;  (k)           any
interest or title of a lessor or sublessor under, and Liens arising from UCC
financing statements (or equivalent filings, registrations or agreements in
foreign jurisdictions) relating to, leases and subleases permitted by this
Credit Agreement;  (l)            Liens in
favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods and Liens
deemed to exist in connection with Investments in repurchase agreements that
constitute Investments permitted by Section 8.02 hereof;  107


(m)          normal and
customary rights of setoff upon deposits of cash or other Liens originating
solely by virtue of any statutory or common law provision relating to bankers
liens, rights of setoff or similar rights in favor of banks or other depository
institutions not securing Indebtedness;  (n)           Liens of
a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection;  (o)           Liens on
Property securing obligations incurred under Section 8.03(h) (or
any refinancing of such Indebtedness incurred under Section 8.03(l));
provided that the Liens are not incurred in connection with, or in
contemplation or anticipation of, the acquisition and do not attach or extend
to any Property other than the Property so acquired (or, in the case of Liens
securing a refinancing of such Indebtedness pursuant to Section 8.03(l),
the Property acquired with the proceeds of the Indebtedness so refinanced);  (p)           other
Liens, provided that such Liens do not secure obligations in excess of
$40.0 million;  (q)           Liens in
respect of any Indebtedness permitted under Section 8.03(g) to
the extent such Liens extend only to Property of the Foreign Subsidiary or
Foreign Subsidiaries incurring such Indebtedness (other than a Foreign
Subsidiary that is a borrower under this Credit Agreement);  (r)            pledges
and deposits and other Liens securing liability for reimbursement or
indemnification obligations of (including obligations in respect of bank
guarantees for the benefit of) insurance carriers providing property, casualty
or liability insurance to the Borrower or any Subsidiary;  (s)           Liens
solely on any cash earnest money deposits made by the Borrower or any of the
Subsidiaries in connection with any letter of intent or purchase agreement in
respect of any Investment permitted hereunder;  (t)            Liens
securing obligations incurred pursuant to Section 8.03(n);  (u)           Liens on
Capital Stock in joint ventures securing obligations of such joint venture, to
the extent required by the terms of the organizational documents or material
contracts of such joint venture;  (v)           Liens on
goods or inventory the purchase, shipment or storage price of which is financed
by a bank guarantee or bankers acceptance issued or created for the account of
the Borrower or any Subsidiary in the ordinary course of business so long as
such Liens are extinguished when such goods or inventory are delivered to the
Borrower or a Subsidiary; provided, that such Lien secures only the
obligations of the Borrower or such Subsidiaries in respect of such bankers
acceptance or bank guarantee to the extent permitted under Section 8.03;  108


(w)          Liens
securing insurance premiums financing arrangements, provided, that such Liens
are limited to the applicable unearned insurance premiums; and  (x)           Liens in
favor of the Borrower or any Guarantor; provided that if any such Lien shall
cover any Collateral, the holder of such Lien shall execute and deliver to the
Administrative Agent a subordination agreement in form and substance reasonably
satisfactory to the Administrative Agent.  8.02Investments.  Make or permit to exist any Investments, except:  (a)           cash and
Cash Equivalents of or to be owned by the Borrower or a Subsidiary;  (b)           Investments
existing on, or contractually committed as of, the Closing Date and set forth
on Schedule 8.02 and any extensions, renewals or reinvestments thereof,
so long as the aggregate amount of any Investment pursuant to this clause (b) is
not increased at any time above the amount of such Investment existing on the
Closing Date, unless such increase is permitted by any clause of this Section 8.02
(other than by this clause (b)), in which case the capacity of such
other clause shall be reduced by such increase;  (c)           to the
extent not prohibited by applicable Law, advances to officers, directors and
employees and consultants of the Borrower and Subsidiaries made for travel,
entertainment, relocation and other ordinary business purposes in an aggregate
amount not to exceed $5.0 million at any time outstanding or, to the extent not
used as part of or to increase the Cumulative Credit, in connection with such
persons purchase of equity of the Borrower;  (d)           Investments
consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course
of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss and any prepayments and other
credits to suppliers, clients, developers or purchasers or sellers of goods or
services made in the ordinary course of business;  (e)           except to
the extent constituting an Acquisition, Investments by the Borrower and Domestic
Subsidiaries in Domestic Credit Parties;  (f)            Investments
by the Borrower and Domestic Subsidiaries in Foreign Subsidiaries in an
aggregate amount at any time not to exceed the greater of $75.0 million and
3.0% of Consolidated Total Assets at such time;  (g)           Investments
by Foreign Subsidiaries in any member of the Consolidated Group (including
other Foreign Subsidiaries);  (h)           Support
Obligations incurred pursuant to Section 8.03;  109


(i)            Investments
comprised of Permitted Acquisitions;  (j)            advances
in the ordinary course of business to secure developer contracts of the
Borrower and its Subsidiaries;  (k)           Investments
at any time outstanding in an aggregate amount not to exceed $75.0 million
plus, so long as (x) no Default shall have occurred and be continuing or
exist after giving effect theretoand,(y) after giving effect on a Pro Forma Basis to
the Investment to be made, as of the last day of the most recently ended fiscal
quarter at the end of which financial statements were required to have been
delivered pursuant to Section 7.01(a) or (b) (or,
prior to such first required delivery date for such financial statements, as of
the last day of the most recent period referred to in the first sentence of Section 6.05),
the Borrower would be in compliance with Section8.10, the amount of the Cumulative Credit
at such time8.10(and if the Investment is greater than $15.0 million, then the Borrower
shall deliver a certificate of a Responsible Officer as to the satisfaction of
the requirements in this clause (y)) and
(z) in the case of an Investment in any member of the Live Nation Group
only, no Live Nation Default shall have occurred and be continuing after giving
effect thereto, the amount of the Cumulative Credit at such time; provided
that if any Investment is made pursuant to this Section 8.02(k) in
any Person that is not a Domestic Credit Party and such Person thereafter
becomes a Domestic Credit Party, such Investment shall thereafter be deemed to
have been made pursuant to Section 8.02(e);  (l)            Investments
representing non-cash consideration received in connection with any Subject
Disposition permitted pursuant to Section 8.05;  (m)          Investments
contemplated by Section 8.12;  (n)           Swap
Contracts allowed by Section 8.03(d);  (o)           Investments
resulting from pledges and deposits under Section 8.01(f), (l) or
(r);  (p)           Investments
received in connection with the bankruptcy or reorganization of, or settlement
of delinquent accounts and disputes with or judgments against, customers and
suppliers, in each case in the ordinary course of business or Investments
acquired by the Borrower as a result of a foreclosure by the Borrower or any of
the Subsidiaries with respect to any secured Investments or other transfer of title
with respect to any secured Investment in default;  (q)           loans or
advances or other similar transactions with customers, distributors, clients,
developers, suppliers or purchasers or sellers of goods or services, in each
case, in the ordinary course of business, regardless of frequency;  (r)            to the
extent not used as part of or increasing the Cumulative Credit, any Investment
procured solely in exchange for the issuance of Qualified Capital Stock;  110


(s)           Investments
to the extent consisting of the redemption, purchase, repurchase or retirement
of any common Capital Stock permitted under Section 8.06;  (t)            advances
in the form of a prepayment of expenses, so long as such expenses are being
paid in accordance with customary trade terms of the Borrower or such
Subsidiary;  (u)           guarantees
by the Borrower or any Subsidiary of operating leases or of other obligations
that do not constitute Indebtedness, in each case entered into by the Borrower
or any Subsidiary in the ordinary course of business;  (v)           Investments
consisting of the non-exclusive licensing of intellectual property pursuant to
joint marketing arrangements with other Persons otherwise permitted hereunder;
and  (w)          Investments
by the Borrower or any Guarantor in any Foreign Subsidiary consisting solely of
(x) the contribution or other Disposition of Capital Stock or Indebtedness
of any other Foreign Subsidiary held directly by the Borrower or such Guarantor
in exchange for Indebtedness, Capital Stock (or additional share premium or
paid in capital in respect of Capital Stock) or a combination thereof of the
Foreign Subsidiary to which such contribution is made or (y) an exchange
of Capital Stock of such Foreign Subsidiary for Indebtedness of such Foreign
Subsidiary.  8.03Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness,
except, subject to the last sentence of this Section 8.03:  (a)           Indebtedness
existing or arising under this Credit Agreement and the other Credit Documents;  (b)           Indebtedness
existing on the Closing Date set forth on Schedule 8.03 or, to the
extent not listed on Schedule 8.03, the aggregate principal amount of
which, when taken with all other Indebtedness existing on the Closing Date and
not so listed, does not exceed $5.0 million;  (c)           capital
lease obligations and purchase money Indebtedness (including obligations in
respect of capital leases) to finance the purchase or acquisition of fixed
assets, at any time outstanding (when aggregated with the aggregate amount of
refinancing Indebtedness outstanding at such time pursuant to Section 8.03(l) in
respect of Indebtedness incurred pursuant to this Section 8.03(c))
not to exceed the greater of $50.0 million and 2.0% of Consolidated Total
Assets; provided that such Indebtedness when incurred shall not exceed
the purchase price of the asset(s) financed;  (d)           obligations
under Swap Contracts entered into to manage existing or anticipated risks and
not for speculative purposes;  111


(e)           unsecured
intercompany Indebtedness among members of the Consolidated Group to the extent
permitted by Section 8.02(e), (f), (g) or(w);  (f)            unsecured
Indebtedness of the Borrower to the extent (i) no Default or Event of
Default has occurred and is continuing or would result from the incurrence
thereof at such time; (ii) after giving pro forma effect to the incurrence
of such Indebtedness, as of the last day of the most recently ended fiscal
quarter at the end of which financial statements were required to have been
delivered pursuant to Section 7.01(a) or (b) (or,
prior to such first required delivery date for such financial statements, as of
the last day of the most recent period referred to in the first sentence of Section 6.05),
the Borrower would be in compliance with Section 8.10 (and if the
Indebtedness incurred is greater than $15.0 million, then the Borrower shall
deliver a certificate of a Responsible Officer as to the satisfaction of the
requirements in this clause (ii)); (iii) such Indebtedness matures
no earlier than the Term B Loans and has a Weighted Average Life to Maturity
that is no shorter than the Term B Loans; (iv) such Indebtedness does not
have prepayment or redemption events that are less favorable to the Borrower
and its Subsidiaries than those relating to the Term B Loans; and (v) such
Indebtedness has other terms that are, taken as a whole, not materially less
favorable to the Borrower and its Subsidiaries than the terms of the Credit
Agreement; provided that such Indebtedness may benefit from unsecured
guarantees from the Guarantors on the same basis as the Borrower has issued
such Indebtedness;  (g)           Indebtedness
of Foreign Subsidiaries and guarantees thereof by other Foreign Subsidiaries,
without duplication, in an aggregate principal amount at any time outstanding
not to exceed the greater of $25.0 million and 1.0% of Consolidated Total
Assets at such time (but not to exceed, in any event, $40.0 million);  (h)           Indebtedness
acquired or assumed pursuant to a Permitted Acquisition in an aggregate
principal amount at any time outstanding (when aggregated with the aggregate
amount of refinancing Indebtedness outstanding at such time pursuant to Section 8.03(l) in
respect of Indebtedness incurred pursuant to this Section 8.03(h))
not to exceed $25.0 million; provided that (a) such Indebtedness
was not incurred in connection with, or in anticipation or contemplation of,
such Permitted Acquisition and (b) after giving pro forma effect to the
incurrence of such Indebtedness, as of the last day of the most recently ended
fiscal quarter at the end of which financial statements were required to have
been delivered pursuant to Section 7.01(a) or (b) (or,
prior to such first required delivery date for such financial statements, as of
the last day of the most recent period referred to in the first sentence of Section 6.05),
the Borrower would be in compliance with Section 8.10;  (i)            Indebtedness
arising under any performance or surety bond, completion bond or similar
obligation entered into in the ordinary course of business consistent with past
practice;  (j)            Indebtedness
of the Borrower and its Subsidiaries (and guarantees thereof, without
duplication) not contemplated in the foregoing clauses of this Section 8.03
in an aggregate principal amount at any time outstanding not to exceed $40.0
million;  112


(k)           Indebtedness
incurred under the Senior Notes and guarantees by the Guarantors thereof;  (l)            any
refinancing of Indebtedness incurred pursuant to Section 8.03(b), (c),
(f), (h) or (k) so long as (i) if the
Indebtedness being refinanced is Subordinated Debt, then such refinancing
Indebtedness shall be at least as subordinated in right of payment and
otherwise to the Obligations as the Indebtedness being refinanced, (ii) the
principal amount of the refinancing Indebtedness is not greater than the
principal amount of the Indebtedness being refinanced, together with any
premium paid, and accrued interest and reasonable fees in connection therewith
thereon and reasonable costs and expenses incurred in connection therewith, (iii) the
final maturity and Weighted Average Life to Maturity of the refinancing
Indebtedness is not earlier or shorter, as the case may be, than the
Indebtedness being refinanced, (iv) no Subsidiary (other than a Credit
Party) that is not an obligor with respect the Indebtedness to be refinanced
shall be an obligor with respect to the refinancing Indebtedness and (v) the
material terms (other than as to interest rate, which shall be on then market
terms) of the refinancing Indebtedness taken as a whole are at least as
favorable to the Consolidated Group and the Lenders as under the Indebtedness
being refinanced;  (m)          overdrafts
paid within 5 Business Days;  (n)           Indebtedness
in respect of trade letters of credit, warehouse receipts or similar
instruments issued to support performance obligations (other than obligations
in respect of Indebtedness) in the ordinary course of business; provided
that the aggregate stated amount of any such trade letters of credit, warehouse
receipts or similar instruments shall not exceed, as of the date of issuance,
amendment or extension thereof, $15.0 million minus the aggregate L/C
Obligations outstanding on such date;  (o)           Indebtedness
supported by a Letter of Credit, in a principal amount not in excess of the
stated amount of such Letter of Credit;  (p)           Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take or
pay obligations contained in supply arrangements, in each case, in the ordinary
course of business;  (q)           Indebtedness
representing deferred compensation to employees of the Borrower or any
Subsidiary incurred in the ordinary course of business;  (r)            Indebtedness
consisting of promissory notes issued by the Borrower to current or former
officers, directors and employees, their respective estates, spouses or former
spouses issued in exchange for the purchase or redemption by the Borrower of
Qualified Capital Stock permitted by Section 8.06(f); provided
that (a) the Borrower shall be able to make a Restricted Payment pursuant
to Section 8.06(f) in an amount equal to the principal amount
of each such note at the time such note is issued, and an amount equal to the
principal amount of each such note shall reduce the amount of Restricted
Payments able to be made under Section 8.06(f) and (b) the
Borrower shall be able to make a Restricted Payment pursuant to Section 8.06(f) in
the amount of any other  113


payment on
each such note at the time such payment is made, and each such payment shall
reduce the Restricted Payments available to be able to be made under Section 8.06(f);  (s)           Indebtedness
consisting of obligations of the Borrower or any Subsidiary under deferred
compensation, indemnification, adjustment of purchase or acquisition price or
other similar arrangements incurred by such Person in connection with the
Transactions and Permitted Acquisitions or any other Investment expressly
permitted hereunder;  (t)            all
premium (if any), interest (including post petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in
paragraphs (a) through (s) above; and  (u)           Support
Obligations by any member of the Consolidated Group in respect of Indebtedness
incurred underclausessubsections(a)through (t) of this Section 8.03,
solely to the extent such member of the Consolidated Group would have itself
been able to originally incur such Indebtedness.  Notwithstanding
the foregoing, neither the Borrower nor any of its Subsidiaries shall incur or
assume any Indebtedness permitted under clauses (f), (g), (h)  or (j) on
any date if immediately after giving effect to such incurrence and the
application of proceeds thereof, the Consolidated Total Leverage Ratio would
exceed 3.50 to 1.00.  8.04Mergers and Dissolutions.  (a)Enter into
a transaction of merger or consolidation, except that:  (i)            a
Domestic Subsidiary of the Borrower may be a party to a transaction of merger
or consolidation with the Borrower or another Domestic Subsidiary of the
Borrower; provided that if the Borrower is a party to such transaction,
the Borrower shall be the surviving Person; provided, further
that if the Borrower is not a party to such transaction but a Guarantor is,
such Guarantor shall be the surviving Person or the surviving Person shall
become a Guarantor immediately upon the consummation of such transaction;  (ii)           a
Foreign Subsidiary may be party to a transaction of merger or consolidation
with the Borrower or a Subsidiary of the Borrower; provided that (A) if
the Borrower is a party thereto, it shall be the surviving entity, (B) if
a Guarantor is a party thereto, it shall be the surviving Person or the
surviving Person shall become a Guarantor immediately following the
consummation of such transaction, and (C) if a Foreign Subsidiary is a
party thereto and a Domestic Subsidiary is not a party thereto, the surviving
entity shall be a Foreign Subsidiary and the Borrower and its Subsidiaries
shall be in compliance with the requirements of Section 7.13;  (iii)          a
Subsidiary may enter into a transaction of merger or consolidation in
connection with a Subject Disposition effected pursuant to Section 8.05,
so long as no more assets are Disposed of as a result of or in connection with
any transaction  114


undertaken pursuant to this clause (iii) than would
otherwise have been allowed pursuant to Section 8.05;  (iv)          mergers
and consolidations contemplated by Section 8.12 shall be permitted;and  (v)           the
Borrower or any Subsidiary may merge with any other Person in connection with
an Investment permitted pursuant to Section 8.02 so long as the
continuing or surviving Person shall be a Subsidiary, which shall be a
Guarantor if the merging Subsidiary was a Guarantor and which together with
each of its Subsidiaries shall have complied with the requirements of Section 7.12;
provided that following any such merger or consolidation involving the
Borrower, the Borrower is the surviving Person;and  (vi)the Borrower may enter into the Live Nation Merger; provided that, if
Live Nation Merger Sub is the surviving entity of such merger, Live Nation
Merger Sub shall (A) on the date of the Live Nation Merger, (i) expressly
assume all Obligations of the Borrower hereunder and each other Credit Document
and (ii) provide an appropriately completed UCC-1 financing statement in
favor of the Collateral Agent, naming Live Nation Merger Sub as debtor to the
Collateral Agent for filing in the jurisdiction of organization of Live Nation
Merger Sub and (iii) deliver to the Administrative Agent and Collateral
Agent a customary legal opinion relating to the Borrower and the Credit
Documents in form reasonably satisfactory to the Administrative Agent and
Collateral Agent and (B) within ten Business Days of the Live Nation
Merger (or such longer period, not to exceed thirty days, as to which the
Collateral Agent may consent), take all additional actions reasonably requested
by the Collateral Agent in order to maintain the perfection and priority of the
security interest of the Collateral Agent in the Borrowers Collateral to the
extent required by the Collateral Documents.  (b)Except in
connection with a transaction permitted by Section 8.04(a)(i)or (vi), the Borrower will not dissolve,
liquidate or wind up its affairs.  8.05Dispositions.  Make any Subject Disposition or Specified Intercompany
Transfer, unless (i) in the case of a Subject Disposition only, at least
seventy-five percent (75%) of the consideration received from each such Subject
Disposition is cash or Cash Equivalents, (ii) such Subject Disposition or
Specified Intercompany Transfer is made at fair market value and (iii) the
aggregate amount of Property so Disposed (valued at fair market value thereof)
in all Subject Dispositions and Specified Intercompany Transfers in any fiscal
year of the Borrower does not exceed $50.0 million; provided that any
amount not used in any such fiscal year may be carried forward and used in the
two immediately succeeding fiscal years of the Borrower (but no other fiscal
years).  115


8.06Restricted Payments.  Declare or make, directly or
indirectly, any Restricted Payment, except that:  (a)           each
Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned
Subsidiary, or in the case of a Subsidiary that is not a Wholly Owned
Subsidiary, to each equity holder of such Subsidiary on a pro rata basis (or on
more favorable terms from the perspective of the Borrower and its Wholly Owned
Subsidiaries), based on their relative ownership interests or, solely to the
extent required by law and involving de minimis amounts, on a non-pro rata
basis to such equity holders;  (b)           Restricted
Payments contemplated by Section 8.12 shall be permitted.  (c)           any
refinancing permitted pursuant to Section 8.03(l) shall be
permitted;  (d)[Reserved];any Investment permitted or not
prohibited by Section 8.02 shall be permitted;  (e)           the
Borrower may declare and make payments in respect of the IAC Dividend on or
about the Funding Date;  (f)            the
Borrower may make Restricted Payments at any time in an aggregate amount not to
exceed $50.025.0million plus if (i) as of the last day of the most recently
ended fiscal quarter at the end of which financial statements were required to
have been delivered pursuant to Section 7.01(a) or (b) (or,
prior to such first required delivery date for such financial statements, as of
the last day of the most recent period referred to in the first sentence of Section 6.05),
(x) the Borrower would be in compliance with Section 8.10 and (y) the
Consolidated Total Leverage Ratio would not be in excess of 3.00:1.00 (and if
the Restricted Payment is greater than $15.0 million, then the Borrower shall
deliver a certificate of a Responsible Officer as to the satisfaction of the
requirements in this clause (i)) and (ii) no Default shall have occurred
and be continuing or exist after giving effect thereto, the amount of the
Cumulative Credit at such time; provided that
no Restricted Payment may be made in reliance on this clause (f) at any
time that a Live Nation Default shall have occurred and is continuing;  (g)           the
Borrower may make payments or prepayments of principal on, or redemptions,
repurchases or acquisitions for value of, its Indebtedness(other than Subordinated Indebtedness)
that is not secured by a Lienconstituting Restricted Payments(x) in
an aggregateprincipalamount for all such payments, prepayments,
redemptions, repurchases and acquisitions not to exceed $100.050.0 million (measured by the fair
market value of the consideration given by the Borrower in connection with such
prepayments, redemptions, repurchases or acquisitions), plus, so long as,
immediately after giving effect to such payment, prepayment, redemption,
repurchase or acquisition, no Event of Default has occurred and is continuing
and the Consolidated Total Leverage Ratio would not be in excess of 3.00 to
1.00, an additional $50.0million or (y) at any
time following the date that no Term A Loans, Term B Loans or Incremental Term
Loans are outstanding; provided that no
Restricted Payment may be made in reliance on this clause (g) at any that
a Live Nation Default shall have occurred and is continuing;  116


(h)           to the
extent not used as part of or increasing the Cumulative Credit, the Borrower
may purchase, redeem or otherwise acquire shares of its common Capital Stock
with the proceeds received from the substantially concurrent issue of new shares
of its common Capital Stock;  (i)            the
members of the Consolidated Group may prepay or repay intercompany Indebtedness
otherwise permitted hereunder owed to other members of the Consolidated Group;and  (j)            repurchases
of Capital Stock deemed to occur upon the cashless exercise of stock options
or warrants or upon the vesting of restricted stock units if such Capital Stock
represents the exercise price of such options or warrants or represents
withholding taxes due upon such exercise or vesting shall be permitted;  (k)(i) the
redemption of all outstanding shares of Series A Convertible Preferred
Stock of the Borrower, par value $0.01 per share (Series A Preferred)
and all accrued paid in kind dividends thereon in exchange for the Azoff
Promissory Note in accordance with the Live Nation Merger Agreement (it being
understood that notwithstanding that such redemption may occur prior to the
Amendment No. 1 Effective Date, upon the Amendment No. 1 Effective
Date such redemption shall be deemed to have been permitted under this Section 8.06(k) and
shall not utilize Section 8.06(f)), and (ii) the repayment of the
Azoff Promissory Note (x) in 46 (forty-six) equal monthly installments
commencing January 1, 2010, it being understood that Borrower may, in its
sole discretion, pay any particular monthly installment later than, but not
earlier than, the regularly scheduled repayment date or (y) upon the death
or Disability of Irving Azoff or upon the termination of Irving Azoffs
employment with Live Nation by Irving Azoff for Good Reason or upon the
termination by Live Nation of Irving Azoffs employment without Cause (with
Disability, Cause and Good Reason having substantially equivalent meanings as
set forth in Irving Azoffs employment agreement with Borrower, dated October 22,
2008, taking into account the fact that Live Nation is Irving Azoffs employer
and without regard to any termination of Irving Azoffs employment with Front
Line Management Group, Inc.), shall, in the case of the foregoing
subclauses (i) and (ii), be permitted; and  (l)(i) Restricted
Payments in respect of audit fees and any overhead, legal, accounting and other
professional fees relating to the obligation of any direct or indirect parent
of the Borrower to file reports with the SEC and franchise taxes or similar
taxes and fees and expenses in connection with the maintenance of existence of
any direct or indirect parent of the Borrower and any such parents direct or
indirect ownership of the Borrower, in each case to the extent that such fees
are directly allocable to the Borrower and its Subsidiaries or the board of
directors of the Borrower has determined that the amount of such expenses paid
from Restricted Payments by the Borrower and its Subsidiaries, on the one hand
and the members of the Live Nation Group, on the other hand, is based on an
allocation of such expenses that is fair to the Borrower and its Subsidiaries
and (ii) Permitted Tax Distributions shall be permitted.  117


8.07Change in Nature of Business.  Engage in any material line of business other than a
Permitted Business.  8.08Change in Accounting Practices or
Fiscal Year.  Change its (a) accounting policies or reporting
practices, except as required by GAAP, or (b) fiscal year of the Borrower
or any Subsidiary, in each case without prior written notice to the
Administrative Agent and the Lenders.  8.09Transactions with Affiliates.  Enter into any transaction of any kind with any Affiliate of
the Borrower (other than between or among (x) Borrower and/or one or more
Guarantors or (y) one or more Subsidiaries of the Borrower that are not
Guarantors), whether or not in the ordinary course of business, other than (i) on
fair and reasonable terms substantially as favorable in all material respects
to the Borrower or the applicable Subsidiary as would be obtainable by the
Borrower or such Subsidiary at the time in a comparable arms-length
transaction with a Person other than an Affiliate, (ii) Restricted
Payments permitted by Section 8.06 (other than Section 8.06(c)),
(iii) Investments permitted by Section 8.02 (c), (f), (g) or
(w) or, to the extent that such transaction is with a Person that
becomes an Affiliate of the Borrower or a Subsidiary solely as a result of such
transaction, any transaction pursuant to Section 8.02(i) or (k) and
(iv) transactions contemplated by Section8.12 shall be permitted8.12.  8.10Financial Covenants.  (a)           Consolidated Total Leverage Ratio.  Permit the Consolidated Total Leverage Ratio
as of the last day of any fiscal quarter ending on or after September 30,
2008 to be greater than 3.5 to 1.0.  (b)           Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage
Ratio as of the last day of any fiscal quarter ending on or after September 30,
2008 to be less than 3.0 to 1.0.  8.11Limitation on Subsidiary
Distributions.  Directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Subsidiary to (a) pay dividends or make
any other distributions on its capital stock or any other interest or
participation in its profits owned by the Borrower or any Subsidiary, or pay
any Indebtedness owed to the Borrower or a Subsidiary, (b) make loans or
advances to the Borrower or any Subsidiary or (c) transfer any of its
properties to the Borrower or any Subsidiary, except for such encumbrances or
restrictions existing under or by reason of (i) applicable Law; (ii) this
Credit Agreement and the other Credit Documents; (iii) the Senior Notes; (iv) customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of a Subsidiary; (v) customary provisions restricting
assignment of any agreement entered into by a Subsidiary in the ordinary course
of business; (vi) anyholder of aLien permitted by Section 8.01
restricting the transfer of the property subject thereto; (vii)customary restrictions and conditions
contained inanyagreement relating to the sale of any  118


property permitted under Section 8.05
pending the consummation of such sale(provided that such encumbrances or restrictions are customary for such
agreements); (viii) without affecting the Credit Parties obligations
under Sections 7.12, 7.13 or 7.14, customary provisions in
partnership agreements, limited liability company organizational governance
documents, asset sale and stock sale agreements and other similar agreements
entered into in the ordinary course of business that restrict the transfer of
ownership interests in such partnership, limited liability company or similar
person; (ix) restrictions on cash or other deposits or net worth imposed
by suppliers or landlords under contracts entered into in the ordinary course
of business; (x) any instrument governing Indebtedness assumed in
connection with any Permitted Acquisition pursuant to Section 8.03(h),
which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person or the properties or
assets of the Person so acquired; (xi) in the case of any Subsidiary that is
not a Wholly Owned Subsidiary in respect of any matters referred to in clauses
(b) and (c) above,restrictions insuchpersonPersons Organization Documents or pursuant to any joint venture agreement or
stockholders agreements solely to the extent of the Capital Stock of or
property held in the subject joint venture or other entity; (xii)contractual encumbrances or restrictionscontracts or agreementsin effect on the Closing Dateunderrelating toIndebtedness existing on the
Closing Date and set forth on Schedule 8.03, (xiii) any restrictions
imposed by any agreement relating to Indebtedness incurred pursuant to Section 8.03(f) to
the extent such restrictions are not more restrictive, taken as a whole, than
the restrictions contained in the Senior Notes as in effect on the Closing
Date; (xiii) customary net worth provisions contained in real property leases
entered into by the Borrower or any Subsidiary, so long as the Borrower has
determined in good faith that such net worth provisions would not reasonably be
expected to impair the ability of the Borrower and its Subsidiaries to meet
their ongoing obligations; (xiv) any agreement in effect at the time any Person
becomes a Subsidiary, so long as such agreement was not entered into in
contemplation of such Person becoming a Subsidiary, (xv)restrictions in agreementsany agreementrepresenting Indebtedness permitted under Section 8.03 of a
Subsidiary of the Borrower that is not a Guarantor; (xvi) restrictions on cash
or other deposits imposed by customers under contracts entered into in the
ordinary course of business; and (xvii) anyencumbrances or restrictions imposed by anyrefinancings that are otherwise permitted by the Credit Documents of the
contracts, instruments or obligations referred to above; provided that
such refinancings are no more materially restrictive with respect to such
encumbrances and restrictions than those prior to such amendment or refinancing.  8.12Spin-Off.  Notwithstanding anything to the contrary provided herein or
any Credit Document, nothing in this Credit Agreement shall prohibit the
Spin-Off and any transaction undertaken in connection therewith (including the
conversion of the Borrower or any of its Subsidiaries to a limited liability
company in the country of its organization, Restricted Payments or intercompany
transfers of cash, Subsidiaries or other assets among the Borrower and its
Subsidiaries and to IAC or any of its Subsidiaries, purchases of assets from
IAC or any of its Subsidiaries, and payments of intercompany payables among the
Borrower and its Subsidiaries or to IAC or any of its Subsidiaries (including true-up
payments to IAC or any of its Subsidiaries subsequent to completion of the
Spin-Off), whether in the ordinary course of business or in preparation for the
Spin-Off or otherwise in connection therewith), in each case to the extent
contemplated by the Separation Agreement. 
For the avoidance of doubt, but not in derogation of the requirements of  119


the previous sentence, any Restricted Payments made or
transactions with any Affiliate of the Borrower entered into in the ordinary
course of business consistent with past practice between the Closing Date and
the Spin-Off Date shall not be prohibited by the terms of this Credit
Agreement.  8.13Transfers/Investments with
Respect to Certain Subsidiaries.  Make or permit any Disposition of Property to, or any
Investment in, any Guarantor (other than de minimis
Property or Investments) in respect of which no opinion referred to in Section 5.02(e) has
been delivered to the Administrative Agent, unless and until an opinion with
respect to such Guarantor has been so delivered (it being understood that the
only Guarantors in respect of which no such opinion may be delivered on the
Funding Date shall be Guarantors that meet the requirements of the definition
of Immaterial Subsidiary without giving effect to the proviso to such
definition).  ARTICLE
IX
EVENTS OF DEFAULT AND REMEDIES  9.01Events of Default.  Any of the following shall constitute an Event of Default:  (a)           Non-Payment.  The Borrower or any other Credit Party fails
to pay (i) when and as required to be paid herein, any amount of principal
of any Loan or any amount of principal of any L/C Obligation, or (ii) within
three (3) Business Days after the same becomes due or required to be paid
herein, any interest on any Loan or any regularly accruing fee due hereunder or
any other amount payable hereunder or under any other Credit Document; or  (b)           Specific
Covenants.  The Borrower or any other
Credit Party fails to perform or observe any term, covenant or agreement
contained in any of Section 7.03(a), 7.11 or Article VIII
or, with respect to the existence of the Borrower only, Section 7.04;
or  (c)           Other
Defaults.  The Borrower or any other
Credit Party fails to perform or observe any other covenant or agreement (not
specified in subsections (a) or (b) above) contained in
any Credit Document on its part to be performed or observed and such failure
continues for thirty (30) calendar days after written notice to the defaulting
party or the Borrower by the Administrative Agent or the Required Lenders; or  (d)           Representations
and Warranties.  Any representation,
warranty, certification or statement of fact made or deemed made by or on
behalf of the Borrower or any other Credit Party herein, in any other Credit
Document, or in any document delivered in connection herewith or therewith
shall be false in any material respect when made or deemed made; or  120


(e)           Cross-Default.  (i) Any member of the Consolidated Group
(A) fails (beyond the period of grace (if any) provided in the instrument
or agreement pursuant to which such Indebtedness was created) to make any payment
when due (whether by scheduled maturity, interest, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Support
Obligations (other than Indebtedness hereunder or Indebtedness under Swap
Contracts) having a principal amount (with principal amount for the purposes of
this clause (e) including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated
credit arrangement), when taken together with the principal amount of all other
Indebtedness and Support Obligations as to which any such failure has occurred,
exceeding $20.0 million or (B) fails to observe or perform any other
agreement or condition relating to any Indebtedness or Support Obligations or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which failure or other event
is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Support Obligations (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to be demanded or to
become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Support
Obligations to become payable or cash collateral in respect thereof to be
demanded, which has an unpaid principal amount, when taken together with the
unpaid principal amounts of all other Indebtedness and Support Obligations as
to which any such failure or event has occurred, exceeding $20.0 million; or (ii) there
occurs under any Swap Contract an early termination date (or term of similar
import) resulting from (A) any event of default under such Swap Contract
as to which the Borrower or any Subsidiary is the defaulting party (or term
of similar import) or (B) any termination event (or term of similar
import) under such Swap Contract as to which the Borrower or any Subsidiary is
an affected party (or term of similar import) and, when taken together with
all other Swap Contracts as to which events of default or events referred to in
the immediately preceding clauses (A) or (B) are
applicable, the Swap Termination Value owed by the Borrower and its
Subsidiaries exceeds $20.0 million; or  (f)            Insolvency
Proceedings, Etc.  The Borrower, any
Guarantor or any Significant Subsidiary institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed
for sixty (60) calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its property is
instituted without the consent of such Person and continues undismissed or
unstayed for sixty (60) calendar days, or an order for relief is entered in any
such proceeding; or  121


(g)           Change
of Control.  There shall have
occurred a Change of Control of the Borrower; or  (h)           Inability
to Pay Debts; Attachment.  The
Borrower, any Guarantor or any Significant Subsidiary becomes unable or admits
in writing its inability or fails generally to pay its debts as they become
due, or (ii) any writ or warrant of attachment or execution or similar
process issued or levied against all or any material part of the property of
any such Person and is not released, vacated or fully bonded within thirty (30)
days after its issue or levy; or  (i)            Judgments.  There is entered against any member of the
Consolidated Group one or more final judgments or orders for the payment of
money in an aggregate amount (as to all such judgments and orders) exceeding
$20.0 million (to the extent not covered by independent third-party insurance
as to which the insurer does not dispute coverage or otherwise discharged), and
there is a period of 30 consecutive days during which a stay of enforcement of
such judgments, by reason of a pending appeal or otherwise, is not in effect;
or  (j)            ERISA.  (i) An ERISA Event occurs with respect
to a Pension Plan or Multiemployer Plan that has resulted or would reasonably
be expected to result in liability of a Credit Party under Title IV of ERISA to
the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
excess of $20.0 million, or (ii) a Credit Party fails to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of $20.0 million; or  (k)           Invalidity
of Credit Documents.  Any Credit
Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Credit Party
contests in any manner the validity or enforceability of any Credit Document;
or any Credit Party denies that it has any or further liability or obligation
under any Credit Document, or purports to revoke, terminate or rescind any
Credit Document; or  (l)            Collateral
Documents.  Any Collateral Document
after delivery thereof pursuant to Section 5.02, 7.13 or 7.14
shall for any reason cease to create a valid and perfected first priority Lien
to the extent required by the Collateral Documents (subject to Liens permitted
by Section 8.01) on Collateral that is (i) purported to be
covered thereby and (ii) comprises Property which, when taken together
with all Property as to which such a Lien has so ceased to be effective, has a
fair market value in excess of $7.5 million (other than by reason of (x) the
express release thereof pursuant to Section 10.10, (y) the
failure of the Collateral Agent to retain possession of Collateral physically
delivered to it or (z) the failure of the Collateral Agent to timely file
Uniform Commercial Code continuation statements).  122


9.02Remedies upon Event of Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:  (a)           declare
the Commitments of the Lenders and the obligation of the L/C Issuer to make L/C
Credit Extensions to be terminated, whereupon such Commitments and obligation
shall be terminated;  (b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Credit Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;  (c)           require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and  (d)           exercise
on behalf of itself and the Lenders all rights and remedies available to it or
to the Lenders under the Credit Documents or applicable Law;  provided, however, that upon the occurrence of an Event of Default under Section 9.01(f) or
(h), the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other amounts
as aforesaid shall automatically become due and payable, and the obligation of
the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agent or any Lender.  9.03Application of Funds.  After the exercise of remedies provided for in Section 9.02
(or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 9.02), any amounts received on
account of the Obligations shall be applied by the Administrative Agent in the
following order:  First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including all reasonable fees,
expenses and disbursements of any law firm or other counsel and amounts payable
under Article III) payable to the Administrative Agent and the
Collateral Agent, in each case in its capacity as such;  Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal, interest, Facility Fees,
Commitment Fees and Letter of Credit Fees) payable to the Lenders (including
all reasonable fees, expenses and disbursements of any law firm or other
counsel and amounts payable under  123


Article III), ratably among the Lenders in proportion to the respective amounts
described in this clause Second payable to them;  Third, to payment of that portion of the Obligations constituting accrued and
unpaid Commitment Fees and Facility Fees, Letter of Credit Fees and interest on
the Loans, L/C Borrowings and other Obligations, ratably among the Lenders, the
Swingline Lender and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;  Fourth, to (a) payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage,
termination or other amounts owing in respect of any Swap Contract between any
Credit Party and any Lender, or any Affiliate of a Lender, to the extent such
Swap Contract is permitted hereunder, (c) payments of amounts due under
any Treasury Management Agreement between any Credit Party and any Lender, or
any Affiliate of a Lender and (d) the Administrative Agent for the account
of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations
comprised of the aggregate undrawn amount of Letters of Credit, ratably among
such parties in proportion to the respective amounts described in this clause
Fourth payable to them; and  Last, the balance, if any, after all of the Obligations have been indefeasibly
paid in full, to the Borrower or as otherwise required by Law.  Subject to
Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit
as cash collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if
any, in the order set forth above.  ARTICLE
X
AGENTS  10.01Appointment and Authorization of
Administrative Agent and Collateral Agent.  (a)           Each of the Lenders and the L/C
Issuer hereby irrevocably appoints JPMCB to act on its behalf as the
Administrative Agent and Collateral Agent hereunder and under the other Credit
Documents and authorizes each of the Administrative Agent and Collateral Agent
to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent or the Collateral Agent, as the case may be, by the
terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The
provisions of this Article are solely for the benefit of the
Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer, and
neither the Borrower nor any other Credit Party shall have rights as a third
party beneficiary of any of such provisions.  (b)           Each Lender hereby irrevocably
appoints, designates and authorizes the Collateral Agent to take such action on
its behalf under the provisions of this Credit Agreement and each Collateral
Document and to exercise such powers and perform such duties as are expressly  124


delegated to it by the
terms of this Credit Agreement or any Collateral Document, together with such
powers as are reasonably incidental thereto. 
In this connection, the Collateral Agent, and any co-agents, sub-agents
and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05
for purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Collateral Agent), shall be
entitled to the benefits of all provisions of this Article X and Article XI
(including Section 11.04(c), as though such co-agents, sub-agents
and attorneys-in-fact were the collateral agent under the Credit Documents)
as if set forth in full herein with respect thereto.  Notwithstanding any provision to the contrary
contained elsewhere herein or in any Collateral Document, neither the
Administrative Agent nor the Collateral Agent shall have any duties or
responsibilities, except those expressly set forth herein or therein, nor shall
the Administrative Agent or the Collateral Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Credit Agreement or any Collateral Document or otherwise
exist against the Administrative Agent or the Collateral Agent.  Without limiting the generality of the
foregoing sentence, the use of the term agent herein and in the Collateral
Documents with reference to the Administrative Agent or the Collateral Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter
of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.  The Collateral Agent shall act on behalf of
the Lenders with respect to any Collateral and the Collateral Documents, and
the Collateral Agent shall have all of the benefits and immunities (i) provided
to the Administrative Agent under the Credit Documents with respect to any acts
taken or omissions suffered by the Collateral Agent in connection with any
Collateral or the Collateral Documents as fully as if the term Administrative
Agent as used in such Credit Documents included the Collateral Agent with
respect to such acts or omissions, and (ii) as additionally provided
herein or in the Collateral Documents with respect to the Collateral Agent.  (c)           The L/C Issuer shall act on behalf of
the Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith, and the L/C Issuer shall have all of the
benefits and immunities (i) provided to the Administrative Agent and
Collateral Agent in this Article X with respect to any acts taken
or omissions suffered by the L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and Issuer Documents pertaining to
such Letters of Credit as fully as if the term Administrative Agent or Collateral
Agent as used in this Article X included the L/C Issuer with
respect to such acts or omissions, and (ii) as additionally provided
herein with respect to the L/C Issuer.  10.02Rights as a Lender.  Each Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as
though it were not an Agent and the term Lender or Lenders shall, unless
otherwise expressly indicated or unless the context otherwise requires, include
the Person serving as such Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with  125


the Borrower or any Subsidiary or other Affiliate thereof as
if such Person were not an Agent hereunder and without any duty to account
therefor to the Lenders.  10.03Exculpatory Provisions.  The Agents shall not have any duties or obligations
except those expressly set forth herein and in the other Credit Documents.  Without limiting the generality of the
foregoing, the Agents:  (a)           shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;  (b)           shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Credit Documents that the Agents are required to exercise as
directed in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be expressly provided for herein or in the other Credit
Documents), provided that no Agent shall be required to take any action
that, in its opinion or the opinion of its counsel, may expose such Agent to
liability or that is contrary to any Credit Document or applicable law; and  (c)           shall
not, except as expressly set forth herein and in the other Credit Documents,
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent
or Collateral Agent or any of its or their Affiliates in any capacity.  Neither the Administrative Agent nor the Collateral Agent
shall be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Sections
11.01 and 9.02) or (ii) in the absence of its own gross
negligence or willful misconduct.  The
Administrative Agent and the Collateral Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is
given to such Agent by the Borrower, a Lender or the L/C Issuer.  No Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Credit Agreement or any other Credit
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Credit
Agreement, any other Credit Document or any other agreement, instrument or
document, or the creation, perfection or priority of any Lien purported to be
created by the Collateral Documents, (v) the value or the sufficiency of
any Collateral or (vi) the satisfaction of any condition set forth in Article V
or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to such Agent.  126


10.04Reliance by Administrative Agent
and Collateral Agent.  The Administrative Agent and Collateral Agent shall each be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person.  Each of the Administrative Agent and
Collateral Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. 
In determining compliance with any condition hereunder to the making of
a Loan, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or the L/C Issuer, each of the
Administrative Agent and the Collateral Agent may presume that such condition
is satisfactory to such Lender or the L/C Issuer unless such Agent shall have
received notice to the contrary from such Lender or the L/C Issuer prior to the
making of such Loan or the issuance of such Letter of Credit.  Each of the Administrative Agent and the
Collateral Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by them in accordance with the
advice of any such counsel, accountants or experts.  10.05Delegation of Duties.  The Administrative Agent and the Collateral Agent may
perform any and all of their duties and exercise their rights and powers
hereunder or under any other Credit Document by or through any one or more sub-agents
appointed by the Administrative Agent or Collateral Agent, as the case may
be.  The Administrative Agent, Collateral
Agent and any such sub-agent may perform any and all of their duties and
exercise their rights and powers by or through their respective Related
Parties.  The exculpatory provisions of
this Article shall apply to any such sub-agent and to the Related Parties
of the Administrative Agent, the Collateral Agent, and any such sub-agent, and
shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as
Administrative Agent or Collateral Agent, as the case may be.  10.06Resignation of the Administrative
Agent or the Collateral Agent.  Each of the Administrative Agent and the Collateral Agent
may at any time give notice of its resignation to the Lenders, the L/C Issuer
and the Borrower.  Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, with the
consent of the Borrower (provided, no consent shall be required if an
Event of Default has occurred and is continuing), to appoint a successor, which
shall be a bank with an office in the United States, or an Affiliate of any
such bank with an office in the United States. 
If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Agent gives notice of its resignation, then the retiring Agent may on
behalf of the Lenders and the L/C Issuer, with the consent of the Borrower (provided,
no consent shall be required if an Event of Default has occurred and is
continuing), appoint a successor Administrative Agent or Collateral Agent, as
the case may be, meeting the qualifications set forth above; provided
that if the Administrative Agent or Collateral Agent, as the case may be,  127


shall notify the Borrower and the Lenders that no qualifying
Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (1) the retiring Agent
shall be discharged from its duties and obligations hereunder and under the
other Credit Documents (except that in the case of any collateral security held
by the Administrative Agent or Collateral Agent, as the case may be, on behalf
of the Lenders or the L/C Issuer under any of the Credit Documents, such
retiring Agent shall continue to hold such collateral security until such time
as a successor Administrative Agent or Collateral Agent, as the case may be, is
appointed) and (2) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent or Collateral
Agent, as the case may be, shall instead be made by or to each Lender and the
L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent or Collateral Agent, as the case may be, as
provided for above in this Section.  Upon
the acceptance of a successors appointment as Administrative Agent or
Collateral Agent, as the case may be, hereunder, such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of
the retiring (or retired) Administrative Agent or Collateral Agent, as the case
may be, and the retiring Administrative Agent or Collateral Agent, as the case
may be, shall be discharged from all of its duties and obligations hereunder or
under the other Credit Documents (if not already discharged therefrom as
provided above in this Section).  The
fees payable by the Borrower to a successor Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and
such successor.  After the retiring Agents
resignation hereunder and under the other Credit Documents, the provisions of
this Article and Section 11.04 shall continue in effect for
the benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Agent was acting as Administrative Agent or Collateral
Agent, as the case may be.  Any resignation by JPMCB as Administrative Agent or
Collateral Agent, as the case may be, pursuant to this Section shall also
constitute its resignation as L/C Issuer and Swingline Lender.  Upon the acceptance of a successors
appointment as Administrative Agent or Collateral Agent, as the case may be,
hereunder, (a) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring L/C Issuer and
Swingline Lender, (b) the retiring L/C Issuer and Swingline Lender shall
be discharged from all of their respective duties and obligations hereunder or
under the other Credit Documents, and (c) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.  10.07Non-Reliance on Administrative
Agent, Collateral Agent and Other Lenders.  Each Lender and the L/C Issuer acknowledges that it has,
independently and without reliance upon the Administrative Agent, Collateral
Agent, or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Credit Agreement.  Each Lender and the L/C Issuer also acknowledges
that it will, independently and without reliance upon the Administrative Agent,
Collateral Agent or any other Lender or any of their Related Parties and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Credit  128


Agreement, any other Credit Document or any related
agreement or any document furnished hereunder or thereunder.  10.08No Other Duties.  Anything herein to the contrary notwithstanding, none of the
Syndication Agent, Co-Documentation Agents, Co-Lead Arrangers and Co-Book
Managers listed on the cover page hereof shall have any powers, duties or
responsibilities under this Credit Agreement or any of the other Credit
Documents, except in its capacity, as applicable, as the Administrative Agent,
the Collateral Agent, a Lender or the L/C Issuer hereunder.  10.09Administrative Agent or
Collateral Agent May File Proofs of Claim.  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Credit Party, the Administrative
Agent or Collateral Agent (irrespective of whether the principal of any Loan or
L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise:  (a)           to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations
(other than obligations under Swap Contracts or Treasury Management Agreements
to which the Administrative Agent or the Collateral Agent is not a party) that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders, the L/C Issuer, the
Collateral Agent and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders,
the L/C Issuer, the Collateral Agent and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders, the L/C
Issuer, the Collateral Agent and the Administrative Agent under Sections
2.09 and 11.04) allowed in such judicial proceeding; and  (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;  and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent or
the Collateral Agent, as the case may be, and, in the event that such Agent
shall consent to the making of such payments directly to the Lenders and the
L/C Issuer, to pay to the Administrative Agent or the Collateral Agent, as the
case may be, any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent or the Collateral Agent,
as the case may be, and its agents and counsel, and any other amounts due to
such Agent under Sections 2.09 and 11.04.  Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender or the L/C Issuer any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of  129


any Lender or to authorize the Administrative Agent or
Collateral Agent to vote in respect of the claim of any Lender in any such
proceeding.  10.10Collateral and Guaranty Matters.  The Lenders and the L/C Issuer
irrevocably authorize the Administrative Agent and the Collateral Agent, at its
option and in its discretion:  (a)           to
release any Guarantor from its obligations under the Collateral Documents if
such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder, or if the conditions set forth in clause (b)(i) below
are satisfied;  (b)           to
release any Lien on any property granted to or held by the Collateral Agent
under any Credit Document (i) upon termination of the Aggregate
Commitments and payment in full of all Obligations (other than (A) contingent
indemnification obligations not then due and payable and (B) obligations
and liabilities under Swap Contracts and Treasury Management Agreements not
then due and payable) and the expiration or termination of all Letters of
Credit (or if any Letters of Credit shall remain outstanding, upon (x) the
cash collateralization of the Outstanding Amount of Letters of Credit on terms
satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt
by the L/C Issuer of a backstop letter of credit on terms satisfactory to the
Administrative Agent and L/C Issuer), (ii) that is sold or to be sold as
part of or in connection with any sale permitted hereunder or under any other
Credit Document (other than any such sale to another Credit Party), or (iii) subject
to Section 11.01, if approved, authorized or ratified in writing by
the Required Lenders; and  (c)           to
subordinate any Lien on any property granted to or held by the Collateral Agent
under any Credit Document to the holder of any Lien on such property that is
permitted by Section 8.01(i).  Upon request by the Administrative Agent or the Collateral
Agent at any time, the Required Lenders will confirm in writing the authority
of the Collateral Agent to release or subordinate its interest in particular
property and of the Administrative Agent to release any Guarantor from its
obligations hereunder pursuant to this Section 10.10 in connection
with a transaction permitted hereunder.  10.11Withholding Tax.  To the extent required by any applicable law, the
Administrative Agent may withhold from any payment to any Lender any applicable
Tax.  If the IRS or any other authority
of the United States or other jurisdiction asserts a claim that the
Administrative Agent did not properly withhold tax from amounts paid to or for
the account of any Lender for any reason (including, without limitation,
because the appropriate form was not delivered or not properly executed, or
because such Lender failed to notify the Administrative Agent of a change in circumstance
that rendered the exemption from, or reduction of withholding tax ineffective),
such Lender shall indemnify and hold harmless the Administrative Agent for all
amounts paid, directly or indirectly, by the Administrative Agent as tax or
otherwise, including any interest, additions to tax or penalties thereto,
together with all expenses incurred, including legal expenses and any  130


other out-of-pocket expenses, whether or not such tax was
correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the
amount of such payment or liability delivered to any Lender by the
Administrative Agent shall be conclusive absent manifest error.  For the avoidance of doubt, this Section shall
not limit or expand any Tax indemnification obligation of any Credit Party
under this Credit Agreement.  10.12Treasury Management Agreements
and Swap Contracts.  Except as otherwise expressly set forth herein or in any
Collateral Document, no Treasury Management Bank or Hedge Bank that obtains the
guarantees hereunder or any Collateral by virtue of the provisions hereof or of
any Collateral Document shall have any right to notice of any action or to
consent to, direct or object to any action hereunder or under any other Credit
Document or otherwise in respect of the Collateral (including the release or
impairment of any Collateral) other than in its capacity as a Lender and, in
such case, only to the extent expressly provided in the Credit Documents.  Notwithstanding any other provision of this Article X
to the contrary, the Administrative Agent shall not be required to verify the
payment of, or that other satisfactory arrangements have been made with respect
to, Obligations arising under Treasury Management Agreements and Swap Contracts
unless the Administrative Agent has received written notice of such
Obligations, together with such supporting documentation as the Administrative
Agent may request, from the applicable Treasury Management Bank or Hedge Bank,
as the case may be.  ARTICLE XI
MISCELLANEOUS  11.01Amendments,
Etc.  No amendment or waiver of, or any consent to deviation from,
any provision of this Credit Agreement or any other Credit Document shall be
effective unless in writing and signed by the Borrower or the applicable Credit
Party, as the case may be, and the Required Lenders and the Administrative
Agent (at the direction of the Required Lenders), and each such amendment,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given; provided, however, that:  (a)without the consent of each Lender, no such amendment, waiver or consent
shall:  (i)            amend or
waive any condition precedent to the initial Credit Extension set forth in Section 5.02
or (solely with respect to the initial Credit Extension) any condition
precedent set forth in Section 5.03,  (ii)           change
any provision of this Credit Agreement regarding pro rata sharing or pro rata
funding with respect to (A) the making of advances (including
participations), (B) the manner of application of payments or prepayments
of principal, interest, or fees, (C) the manner of application of
reimbursement obligations from drawings under Letters of Credit, or (D) the
manner of reduction of commitments and committed amounts,  131


(iii)          change
any provision of this Section 11.01(a) or the definition of Required
Lenders or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder,  (iv)          release
all or substantially all of the Collateral (other than as provided herein as of
the Closing Date or as appropriate in connection with transactions permitted
hereunder as of the Closing Date), or  (v)           release
all or substantially all of the value of the guarantees provided by the
Guarantors (other than as provided herein as of the Closing Date or as appropriate
in connection with transactions permitted hereunder as of the Closing Date) or,
if any Foreign Subsidiary shall have been added as an additional borrower under
the Approved Currency Revolving Facility pursuant to Section 1.08,
release the Borrower from its guarantee of the obligations in respect of any
borrowings by such Foreign Subsidiary;  (b)without the consent of each Lender adversely affected thereby, no such
amendment, waiver or consent shall:  (i)            extend
or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 9.02), it being understood that the
amendment or waiver of an Event of Default or a mandatory reduction or a
mandatory prepayment in Commitments shall not be considered an increase in
Commitments,  (ii)           waive
non-payment or postpone any date fixed by this Credit Agreement or any other
Credit Document for any payment of principal, interest, fees or other amounts
due to any Lender hereunder or under any other Credit Document or change the
scheduled final maturity of any Loan,  (iii)          reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or any fees or other amounts payable hereunder or under any other
Credit Document; provided, however, that only the consent of the
Required Lenders shall be necessary (A) to amend the definition of Default
Rate or to waive any obligation of the Borrower to pay interest or Letter of
Credit Fees at the Default Rate or (B) to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any Loan or L/C Borrowing
or to reduce any fee payable hereunder, or  (iv)          except as
otherwise expressly permitted in the Credit Documents as in effect on the
Closing Date, expressly subordinate any of the Obligations in right of payment
to any other obligations or subordinate all or substantially all of the Liens
securing the Obligations to Liens securing any other Indebtedness;  (c)unless signed by the Required Term A Lenders, no such amendment, waiver or
consent shall:  132


(i)            amend or
waive the manner of application of any mandatory prepayment to the Term A Loans
under Section 2.06(c), or  (ii)           amend or
waive the provisions of this Section 11.01(c) or the
definition of Required Term A Lenders;  (d)unless signed by the Required Term B Lenders, no such amendment, waiver or
consent shall:  (A)          amend or waive the manner of application of any mandatory
prepayment to the Term B Loans under Section 2.06(c), or  (B)          amend or waive the provisions of this Section 11.01(c) or
the definition of Required Term B Lenders;  (e)any such amendment, waiver or consent to any provision that relates to the
Term A Loan Commitments and/or Term A Loans, the Term B Loan Commitments and/or
Term B Loans or the Revolving Commitments and/or Revolving Loans but does not
apply (or applies differently) to the other Commitments and/or Loans, shall
also require the consent of the Required Term A Lenders, Required Term B
Lenders or Required Revolving Lenders, respectively;  (f)any such amendment, waiver or consent to any provision that relates to the
Dollar Revolving Commitments or Dollar Revolving Loans, on the one hand, but
not the Approved Currency Revolving Commitments or Approved Currency Revolving
Loans, on the other hand, or relates to the Approved Currency Revolving
Commitments or Approved Currency Revolving Loans, on the one hand, but not the
Dollar Revolving Commitments or Dollar Revolving Loans, on the other hand, or
applies differently to the Dollar Revolving Commitments or Dollar Revolving
Loans, on the one hand, and to the Approved Currency Revolving Commitments or
Approved Currency Revolving Loans, on the other hand, shall also require the
consent of the Required Dollar Revolving Lenders or the Required Approved
Currency Revolving Lenders, respectively;  (g)unless also signed by the Required Revolving Lenders, no such amendment,
waiver or consent shall amend or waive (i) the provisions of this Section 11.01(g),
(ii) the definition of Required Revolving Lenders or (iii) any
condition precedent to any Credit Extension (other than the initial Credit
Extension) set forth in Section 5.03;  (h)unless also signed by the Required Dollar Revolving Lenders, no such
amendment, waiver or consent shall amend or waive the provisions of this Section 11.01(h) or
the definition of Required Dollar Revolving Lenders;  (i)unless also signed by the Required Approved Currency Revolving Lenders, no
such amendment, waiver or consent shall amend or waive the provisions of this Section 11.01(i) or
the definition of Required Approved Currency Revolving Lenders;  133


(j)unless also consented to in writing by the L/C Issuer, no such amendment,
waiver or consent shall affect the rights or duties of the L/C Issuer under
this Credit Agreement or any Issuer Document relating to any Letter of Credit
issued or to be issued by it;  (k)unless also consented to in writing by the Swingline Lender, no such
amendment, waiver or consent shall affect the rights or duties of the Swingline
Lender under this Credit Agreement;  (l)unless also consented to in writing by the Administrative Agent, no such
amendment, waiver or consent shall affect the rights or duties of the
Administrative Agent under this Credit Agreement or any other Credit Document;
and  (m)unless also consented to in writing by the Collateral Agent, no such
amendment, waiver or consent shall affect the rights or duties of the
Collateral Agent under this Credit Agreement or any other Credit Document;  provided, however, that notwithstanding anything to the contrary contained
herein, (i) no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender, (ii) each Lender is entitled to vote as such Lender sees
fit on any bankruptcy or insolvency reorganization plan that affects the Loans,
(iii) each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code of the United States supersedes the unanimous consent
provisions set forth herein, (iv) the Required Lenders may consent to allow
a Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding, (v) Section 11.06(h) may not be
amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Loans are being funded by a SPC at the time of
such amendment, waiver or other modification, and (vi) the Fee Letter may
be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto.  Notwithstanding anything to the contrary contained in this Section 11.01,
(a) if the Administrative Agent and the Borrower shall have jointly
identified an obvious error (including, but not limited to, an incorrect
cross-reference) or any error or omission of a technical nature, in each case,
in any provision of any Credit Document, then the Administrative Agent and/or
the Collateral Agent (acting in their sole discretion) and the Borrower or any
other relevant Credit Party shall be permitted to amend such provision or cure
any ambiguity, defect or inconsistency and such amendment shall become
effective without any further action or consent of any other party to any
Credit Document, and (b) the Borrower and the Administrative Agent and/or
the Collateral Agent shall have the right to amend any Credit Document without
notice to or consent of any other person to the extent described in the last
paragraph of each of Sections 2.01(f) and (g) and in Section 1.08
or for the purpose of ensuring the enforceability of any local law pledge
agreement entered into with respect to the Capital Stock of any Foreign
Subsidiary.  134


11.02Notices; Effectiveness;
Electronic Communication.  (a)Notices
Generally. 
Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in subsection (b) below),
all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopier or, with confirmation of
receipt, electronic mail as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:  (i)            if
to the Borrower, the Administrative Agent, the L/C Issuer or the Swingline
Lender, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 11.02; and  (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.  Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient).  Notices delivered through electronic
communications to the extent provided in subsection (b)below, shall be
effective as provided in such subsection (b).  (b)Electronic
Communications. 
Notices and other communications to the Lenders and the L/C Issuer
hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by
the Administrative Agent, provided that the foregoing shall not apply to
notices to any Lender or L/C Issuer pursuant to Article II if such
Lender or the L/C Issuer, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent
or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may
be limited to particular notices or communications.  Unless the Administrative Agent otherwise prescribes, (i) notices
and other communications sent (a) to an e-mail address shall be deemed
received upon the senders receipt of an acknowledgement from the intended
recipient (such as by the return receipt requested function, if available,
return e-mail or other written acknowledgement) and (b) by facsimile shall
be deemed received upon the senders receipt of a notice of the successful
transmission of such facsimile or upon the recipients written acknowledgement
of receipt of such facsimile, provided, in each case, that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient, and (ii) notices
or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing  135


clause (i)of
notification that such notice or communication is available and identifying the
website address therefor.  (c)THE PLATFORM IS
PROVIDED AS IS AND AS AVAILABLE.  THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE CREDIT PARTY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE CREDIT
PARTY MATERIALS OR THE PLATFORM.  In no
event shall the Administrative Agent, the Collateral Agent or any of its
Related Parties (collectively, the Agent Parties) have any liability
to any Credit Party, Lender, L/C Issuer or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of any Credit Partys, the Collateral Agents or the
Administrative Agents transmission of Credit Party Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities
or expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to any Credit Party, Lender, L/C
Issuer or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).  (d)Change of
Address, Etc. 
Each of the Borrower, the Administrative Agent, the L/C Issuer and the
Swingline Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties
hereto.  Each other Lender may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer
and the Swingline Lender.  In addition,
each Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, telecopier number and electronic mail address
to which notices and other communications may be sent and (ii) accurate
wire instructions for such Lender.  (e)Reliance
by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuer and
the Lenders shall be entitled to rely and act upon any notices (including
telephonic Loan Notices and Loan Notices for Swingline Loans) purportedly given
by or on behalf of the Borrower even if (i) such notices were not made in
a manner specified herein, were incomplete or were not preceded or followed by
any other form of notice specified herein, or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
the Borrower.  All telephonic notices to
and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.  136


11.03No Waiver; Cumulative Remedies;
Enforcement.  No failure by any Lender, L/C Issuer, Swingline Lender, the
Collateral Agent or the Administrative Agent to exercise, and no delay by any
such Person in exercising, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.  Notwithstanding anything to the contrary contained herein or
in any other Credit Document, the authority to enforce rights and remedies
hereunder and under the other Credit Documents against the Credit Parties or
any of them shall be vested exclusively in, and all actions and proceedings at
law in connection with such enforcement shall be instituted and maintained
exclusively by, the Administrative Agent in accordance with Section 9.02
for the benefit of all the Lenders and the L/C Issuer; provided, however,
that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other
Credit Documents, (b) the L/C Issuer or the Swingline Lender from
exercising the rights and remedies that inure to its benefit (solely in its
capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and
under the other Credit Documents, (c) any Lender from exercising setoff
rights in accordance with Section 11.08 (subject to the terms of Section 2.12),
or (d) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any
Credit Party under any Debtor Relief Law; and provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder
and under the other Credit Documents, then (i) the Required Lenders shall
have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02
and (ii) in addition to the matters set forth in clauses (b), (c) and
(d) of the preceding proviso and subject to Section 2.12,
any Lender may, with the consent of the Required Lenders, enforce any rights
and remedies available to it and as authorized by the Required Lenders.  11.04Expenses; Indemnity; Damage
Waiver.  (a)           Costs and Expenses.  The Borrower shall pay (i) all
reasonable documented out-of-pocket expenses incurred by the Administrative
Agent, the Collateral Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent and the
Collateral Agent), in connection with the administration, syndication and
closing of the credit facilities provided for herein, the preparation, due
diligence, negotiation, execution, delivery and administration of this Credit
Agreement and the other Credit Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Issuer in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, the Collateral Agent, any Lender or the
L/C Issuer (including the fees, charges and disbursements of any counsel for
the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer),
and all fees and time charges for attorneys who may be employees of the
Administrative Agent, the Collateral  137


Agent, any Lender or the
L/C Issuer, in connection with the enforcement or protection of its rights (A) in
connection with this Credit Agreement and the other Credit Documents, including
its rights under this Section, or (B) in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.  (b)           Indemnification by the Borrower.  The Borrower shall indemnify the
Administrative Agent, the Collateral Agent (and any sub-agents thereof), each
Lender and the L/C Issuer, and each Related Party of any of the foregoing
Persons (each such Person being called an Indemnitee) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including any settlement costs and fees,
charges and disbursements of any counsel for any Indemnitee), and shall
indemnify and hold harmless each Indemnitee from all fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee, incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by the
Borrower or any other Credit Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Credit Agreement, any
other Credit Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, or, in the case of the Administrative Agent and the
Collateral Agent (and any sub-agents thereof) and their Related Parties only,
the administration of this Credit Agreement and the other Credit Documents, (ii) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any
Environmental Liability related to the Borrower or any of its Subsidiaries, or (iv) any
claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by the Borrower or any other Credit Party, and regardless
of whether any Indemnitee is a party thereto, in all cases, whether or not
caused by or arising, in whole or in part, out of comparative, contributory or
sole negligence of the Indemnitee; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower or any other Credit Party against an
Indemnitee for breach in bad faith of such Indemnitees obligations hereunder
or under any other Credit Document, if the Borrower or such Credit Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.  (c)           Reimbursement by Lenders.  To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsections (a) or
(b) of this Section to be paid by it to the Administrative
Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof)
the L/C Issuer or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent or the Collateral Agent, as the case
may be, (or any such sub-agent) the L/C Issuer or such Related Party, as the
case may be, (but, in each case, without affecting the Borrowers obligations
with respect thereto) such Lenders Aggregate Commitment Percentage or, in the
case of L/C Obligations, Dollar Revolving Commitment Percentage (as of the time
that the applicable unreimbursed expense or indemnity payment is  138


sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent or the Collateral Agent, as the
case may be, (or any such sub-agent) or the L/C Issuer in its capacity as such,
or against any Related Party of any of the foregoing acting for the
Administrative Agent or the Collateral Agent, as the case may be, (or any such
sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this subsection
(c) are subject to the provisions of Section 2.11(d).  (d)           Waiver of Consequential Damages,
Etc.  To the fullest extent permitted
by applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Credit Agreement,
any other Credit Document or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Loan or Letter of Credit
or the use of the proceeds thereof.  No
Indemnitee referred to in subsection (b) above shall be liable for
any damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Credit Agreement
or the other Credit Documents or the transactions contemplated hereby or
thereby.  (e)           Payments.  All amounts due under this Section shall
be payable not later than ten (10) Business Days after demand therefor.  (f)            Survival.  The agreements in this Section shall
survive the resignation of the Administrative Agent, the Collateral Agent and
the L/C Issuer, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.  11.05Payments Set Aside.  To the extent that any payment by or on behalf of the
Borrower is made to the Administrative Agent, the Collateral Agent, the L/C
Issuer or any Lender, or the Administrative Agent, the Collateral Agent, the
L/C Issuer or any Lender exercises its right of setoff, and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, the
Collateral Agent, the L/C Issuer or such Lender in its discretion) to be repaid
to a trustee, receiver or any other party, in connection with any proceeding
under any Debtor Relief Law or otherwise, then (a) to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had
not been made or such setoff had not occurred, and (b) each Lender and L/C
Issuer severally agrees to pay to the Administrative Agent or the Collateral
Agent, as the case may be, on demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent or the
Collateral Agent, as the case may be, plus interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal
to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Credit
Agreement.  139


11.06Successors and Assigns.  (a)Successors
and Assigns Generally.  The provisions of this Credit Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the
Borrower nor any other Credit Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender (other than in connection with a
transaction permitted by Section 8.04) and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to
an Eligible Assignee in accordance with the provisions of subsection (b) of
this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by way
of pledge or assignment of a security interest subject to the restrictions of subsection
(f) of this Section (and any other attempted assignment or
transfer by any party hereto shall be null and void).  Nothing in this Credit Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Credit Agreement.  (b)Assignments
by Lenders. 
Any Lender may at any time assign to one (1) or more Eligible
Assignees all or a portion of its rights and obligations under this Credit
Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swingline Loans) at the time owing to it); provided
that  (i)            except
in the case of an assignment of the entire remaining amount of the assigning
Lenders Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if Trade Date is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than (A) in the case
of Revolving Commitments and Revolving Loans, $5.0 million, and (B) in the
case each of the Term Loans, $1.0 million, unless, in each case, each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), it being understood that assignments to a
Lender or an Affiliate of a Lender or an Approved Fund shall not be subject to
such minimum amounts;  (ii)           each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Dollar Revolving Lenders rights and obligations under this
Credit Agreement with respect to the Dollar Revolving Loans and the Dollar
Revolving Commitment assigned, except that this clause (ii) shall
not apply to rights in respect of Swingline Loans;  140


(iii)          each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Approved Currency Revolving Lenders rights and obligations
under this Credit Agreement with respect to the Approved Currency Revolving
Loans and the Approved Currency Revolving Commitment assigned;  (iv)          each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Term Loan Lenders rights and obligations under this Credit
Agreement with respect to the Term Loans or Term Loan Commitment assigned  (v)           any
assignment of (A) a Dollar Revolving Commitment and Dollar Revolving Loans
must be approved by the Administrative Agent, the L/C Issuer and the Swingline
Lender and, so long as no Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed); provided
that the Borrowers approval shall not be required if the proposed assignee is
a Lender, an Affiliate of a Lender or an Approved Fund; (B) an Approved
Currency Revolving Commitment and Approved Currency Revolving Loans must be
approved by the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed); provided that the Borrowers approval
shall not be required if the proposed assignee is a Lender, an Affiliate of a
Lender or an Approved Fund and (C) the Term Loans must be approved by the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed); provided that no approval shall be required if the proposed
assignee is a Lender, an Affiliate of a Lender or an Approved Fund; and  (vi)          the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee in the amount of $3,500, and the Eligible Assignee, if it shall not be a
Lender, shall (A) deliver to the Administrative Agent an Administrative
Questionnaire and (B) deliver to the Borrower and the Administrative Agent
the forms required to be delivered pursuant to Section 3.01(e).  Subject to
acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Credit Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender
under this Credit Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Credit Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lenders rights and
obligations under this Credit Agreement, such Lender shall cease to be a party
hereto) but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05, and 11.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Credit Agreement that does not comply with
this subsection shall be treated for purposes of this Credit Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section.  141


(c)           Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at the Administrative
Agents Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and L/C Obligations and the
interest thereon owing and paid to, each Lender pursuant to the terms hereof
from time to time (the Register). 
The entries in the Register shall be conclusive absent manifest error,
and the Borrower, the Administrative Agent and the Lenders shall treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Credit Agreement, notwithstanding
notice to the contrary.  The Register
shall be available for inspection by each of the Borrower and the L/C Issuer at
any reasonable time and from time to time upon reasonable prior notice.  In addition, at any time that a request for a
consent for a material or substantive change to the Credit Documents is
pending, any Lender may request and receive from the Administrative Agent a
copy of the Register.  Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an Eligible Assignee, the
Eligible Assignees completed Administrative Questionnaire (unless the Eligible
Assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if either the
assigning Lender or the Eligible Assignee shall have failed to make any payment
required to be made by it pursuant to Section 2.02(b), 2.03(c),
2.04(b), 2.11(b) or 11.04(c), the Administrative
Agent shall have no obligation to accept such Assignment and Assumption and
record the information therein in the Register unless and until such payment
shall have been made in full, together with all accrued interest thereon.  No assignment shall be effective for purposes
of this Credit Agreement unless it has been recorded in the Register as
provided in this paragraph.  (d)           Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any of the Borrowers Affiliates or Subsidiaries) (each, a Participant)
in all or a portion of such Lenders rights and/or obligations under this
Credit Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lenders participations in L/C Obligations and/or Swingline
Loans) owing to it); provided that (i) such Lenders obligations
under this Credit Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the
Lenders and the L/C Issuer shall continue to deal solely and directly with such
Lender in connection with such Lenders rights and obligations under this
Credit Agreement.  Each Lender, acting
solely for this purpose as a non-fiduciary agent of the Borrower, shall
maintain a register for the recordation of the names and addresses of such
Participants and the rights, interests or obligations of such Participants in
any Obligation, in any Commitment and in any right to receive any principal,
interest and other payments thereunder (the Participant Register).  The entries in the Participant Register shall
be conclusive absent manifest error and such Lender shall treat each person
whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Credit Agreement notwithstanding any
notice to the contrary.  142


Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Credit Agreement and to approve any amendment, modification or
waiver of any provision of this Credit Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other
modification described in Section 11.01(a)(iv) or (v) or,
to the extent the Participant is affected thereby, Section 11.01(b)(i),
(ii) or (iii). 
Subject to subsection (e) of this Section, each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.08
as though it were a Lender, provided such Participant agrees to be
subject to Section 2.12 as though it were a Lender.  (e)           Limitation upon Participant Rights.  A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrowers prior written consent, not to be
unreasonably withheld or delayed (it being agreed, without limitation, that it
will be reasonable for the Borrower to withhold consent if giving consent would
result in increased indemnification obligations at the time the participation
takes effect or would be reasonably certain to result in increased indemnification
obligations thereafter as a result of a Change in Law announced prior to the
time the participation takes effect), provided that the Participant agrees to
be subject to the provisions of Sections 3.06(a) and 11.13(a) as
if it were a Lender.  For the avoidance
of doubt, a Participant entitled to benefits under Section 3.01, 3.04
or 3.05 shall be subject to all of the limitations and requirements of
such Sections as if it were a Lender (including, in the case of Section 3.01,
all of the limitations in the definition of Excluded Taxes).  (f)            Certain Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Credit
Agreement (including under its Note(s), if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release
such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.  (g)           Electronic Execution of
Assignments.  The words execution, signed,
signature, and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.  (h)           Special Purpose Funding Vehicles.  Notwithstanding anything to the contrary
contained herein, any Lender (a Granting Lender) may grant to a
special purpose funding vehicle identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Borrower (an SPC)
the option to provide all or any part of any  143


Loan that such Granting
Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to fund
any Loan, and (ii) if a SPC elects not to exercise such option or
otherwise fails to make all or any part of such Loan, the Granting Lender shall
be obligated to make such Loan pursuant to the terms hereof or, if it fails to
do so, to make such payment to the Administrative Agent as is required under Section 2.11(b)(i).  Each party hereto hereby agrees that (i) neither
the grant to any SPC nor the exercise by any SPC of such option shall increase
the costs or expenses or otherwise increase or change the obligations of the
Borrower under this Credit Agreement (including its obligations under Section 3.04),
(ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Credit Agreement for which a Lender would be liable, and (iii) the
Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Credit
Document, remain the lender of record hereunder.  The making of a Loan by a SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. 
In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Credit Agreement) that, prior
to the date that is one (1) year and one (1) day after the payment in
full of all outstanding commercial paper or other senior debt of any SPC, it
will not institute against, or join any other Person in instituting against, such
SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation
proceeding under the laws of the United States or any State thereof.  Notwithstanding anything to the contrary
contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrower and the Administrative Agent and with the payment of a
processing fee in the amount of $2,500, assign all or any portion of its right
to receive payment with respect to any Loan to the Granting Lender and (ii) disclose
on a confidential basis any non-public information relating to its funding of
Loans to any rating agency, commercial paper dealer or provider of any surety
or guarantee or credit or liquidity enhancement to such SPC.  Each SPC shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 to the same extent as if it
were a Granting Lender and had acquired its interest by assignment pursuant to Section 11.06(b).  A SPC shall not be entitled to receive any
greater payment under Section 3.01, 3.04 or 3.05 than
the applicable Granting Lender would have been entitled to receive with respect
to the interest granted to such SPC unless the grant of the interest is made
with the Borrowers prior written consent, not to be unreasonably withheld or
delayed (it being agreed, without limitation, that it will be reasonable for
the Borrower to withhold consent if giving consent would result in increased
indemnification obligations at the time the grant to the SPC takes effect or
would be reasonably certain to result in increased indemnification obligations
thereafter as a result of a Change in Law announced prior to the time the grant
to the SPC takes effect), provided that the SPC agrees to be subject to
the provisions of Sections 3.06(a) and 11.13(a) as if
it were a Granting Lender.  For the
avoidance of doubt, an SPC entitled to benefits under Section 3.01,
3.04 or 3.05shall be subject to all of the limitations and
requirements of such Sections as if it were a Granting Lender (including, in
the case of Section 3.01, all of the limitations in the definition
of Excluded Taxes).  (i)            Resignation as L/C Issuer or
Swingline Lender After Assignment. 
Notwithstanding anything to the contrary contained herein, if at any
time any L/C Issuer or Swingline Lender assigns all of its Commitment and Loans
pursuant to subsection (b) above, such L/C Issuer or Swingline
Lender may, (i) upon thirty (30) days notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days notice to
the Borrower, resign as Swingline Lender. 
In the event of any such resignation as L/C Issuer or Swingline Lender,
the  144


Borrower shall be entitled
to appoint from among the Lenders a successor L/C Issuer or Swingline Lender
hereunder; provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of such L/C Issuer or
Swingline Lender as L/C Issuer or Swingline Lender, as the case may be.  If any L/C Issuer resigns as L/C Issuer, it
shall retain all the rights, powers, privileges and duties of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to fund risk participations
in Unreimbursed Amounts pursuant to Section 2.03(c)).  If any Swingline Lender resigns as Swingline
Lender, it shall retain all the rights of the Swingline Lender provided for
hereunder with respect to Swingline Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Base Rate Loans or fund risk participations in outstanding Swingline
Loans pursuant to Section 2.04(b). 
Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (a) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer or Swingline Lender, as the
case may be, and (b) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer
with respect to such Letters of Credit.  11.07Treatment of Certain Information;
Confidentiality.  Each of the Administrative Agent, the Lenders and the L/C
Issuer agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and
to its and its Affiliates respective partners, directors, officers, employees,
agents, trustees, advisors and representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other
Credit Document or any action or proceeding relating to this Credit Agreement
or any other Credit Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Credit Agreement, (ii) any actual or
prospective counterparty (or advisors) to any swap, derivative transaction
relating to the Borrower and its obligations, (g) subject to each such
Person being informed of the confidential nature of the Information and to
their agreement to keep such Information confidential, to (i) an investor
or prospective investor in securities issued by an Approved Fund that also
agrees that Information shall be used solely for the purpose of evaluating an
investment in such securities issued by the Approved Fund, (ii)  a
trustee, collateral manager, servicer, backup servicer, noteholder or secured
party in securities issued by an Approved Fund in connection with the
administration, servicing and reporting on the assets serving as collateral for
securities issued by an Approved Fund, or (iii)  a nationally recognized
rating agency that requires access to information regarding the Credit Parties,
the Loans and Credit Documents in connection with ratings issued in respect of
securities issued by an Approved Fund, (h) with the consent of the
Borrower or (i) to the extent such Information (x)  145


becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative
Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower.  For purposes of this Section, Information means all
information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than
any such information that is available to the Administrative Agent, any Lender
or the L/C Issuer on a nonconfidential basis prior to disclosure by the
Borrower or any Subsidiary.  In the case
of Information received from the Borrower or any Subsidiary after the date
hereof, such Information is clearly identified at the time of delivery.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.  Each of the Administrative Agent, the Lenders and the L/C
Issuer acknowledges that (a) the Information may include material
non-public information concerning the Borrower or a Subsidiary, as the case may
be, (b) it has developed compliance procedures regarding the use of
material non-public information and (c) it will handle such material
non-public information in accordance with applicable Law, including federal and
state securities Laws.  11.08Right of Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender, the L/C Issuer or any such Affiliate to or for the credit or the
account of the Borrower or any other Credit Party against any and all of the
obligations of such Borrower or such Credit Party now or hereafter existing
under this Credit Agreement or any other Credit Document to such Lender or the
L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
have made any demand under this Credit Agreement or any other Credit Document
and although such obligations of such Borrower or such Credit Party may be
contingent or unmatured or are owed to a branch or office of such Lender or the
L/C Issuer different from the branch or office holding such deposit or obligated
on such indebtedness.  The rights of each
Lender, the L/C Issuer and their respective Affiliates under this Section are
in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not
affect the validity of such setoff and application.  11.09Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any
Credit Document, the interest paid or agreed to be paid under the Credit
Documents shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the Maximum Rate). 
If the Administrative  146


Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout
the contemplated term of the Obligations hereunder.  11.10Counterparts; Integration;
Effectiveness.  This Credit Agreement may be executed in counterparts (and
by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Credit Agreement
and the other Credit Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof, other than the conditions precedent set forth in the Commitment
Letter.  Except as provided in Section 5.01,
this Credit Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto.  Delivery
of an executed counterpart of a signature page of this Credit Agreement by
telecopy or other electronic imaging means shall be as effective as delivery of
a manually executed counterpart of this Credit Agreement.  11.11Survival of Representations and
Warranties.  All representations and warranties made hereunder and in any
other Credit Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery
hereof and thereof.  Such representations
and warranties have been or will be relied upon by the Administrative Agent and
each Lender, regardless of any investigation made by the Administrative Agent
or any Lender or on their behalf and notwithstanding that the Administrative Agent
or any Lender may have had notice or knowledge of any Default at the time of
any Credit Extension, and shall continue in full force and effect as long as
any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.  11.12Severability.  If any provision of this Credit Agreement or the other
Credit Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Credit
Agreement and the other Credit Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  147


11.13Replacement of Lenders.  (a)If any
Lender requests compensation under Section 3.04, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender is a Defaulting Lender or if any other circumstance exists
hereunder that gives the Borrower the right to replace a Lender as a party
hereto, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 11.06), all of its
interests, rights and obligations under this Credit Agreement and the related
Credit Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided
that:  (i)            the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 11.06(b);  (ii)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Credit
Documents (including any amounts under Section 3.05) from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts);  (iii)          in
the case of any such assignment resulting from a claim for compensation under Section 3.04
or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments
thereafter;  (iv)          such
assignment does not conflict with applicable Laws; and  (v)           such
assignment is recorded in the Register.  A Lender that has assigned its interests, rights and
obligations under this Credit Agreement and the related Credit Documents
pursuant to this Section 11.13(a) shall continue to be
entitled to the benefits of Sections 3.01, 3.04 and 3.06with
respect to the periods during which such Person was a Lender.  A Lender shall not be required to make any such assignment
or delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.  (b)If, in
connection with any proposed amendment, change, waiver, discharge or
termination of any of the provisions of this Credit Agreement or any other
Credit Document as contemplated by Section 11.01, the consent of
the Required Lenders (or Required Approved Currency Revolving Lenders, Required
Dollar Revolving Lenders, Required Term A Lenders or Required Term B Lenders,
as the case may be) is obtained but the consent of one or more of such other
Lenders whose consent is required is not obtained (any such Lender whose
consent is not obtained as described in this clause (b) being
referred to as a Non-Consenting Lender), then, at  148


the Borrowers request, any
Eligible Assignee reasonably acceptable to the Administrative Agent shall have
the right to purchase from such Non-Consenting Lender, and such Non-Consenting
Lender agrees that it shall, upon the Administrative Agents request, sell and
assign to such Eligible Assignee, all of the Commitments and Loans of such
Non-Consenting Lender for an amount equal to the principal balance of all Loans
and L/C Advances held by the Non-Consenting Lender and all accrued and unpaid
interest and fees with respect thereto and all other amounts payable to it
hereunder through the date of sale and payment by the Borrower to the
Administrative Agent of the assignment fee under Section 11.06(b); provided,
however, that such purchase and sale shall not be effective until (x) the
Administrative Agent shall have received from such Eligible Assignee an
agreement in form and substance satisfactory to the Administrative Agent and
the Borrower whereby such Eligible Assignee shall agree to be bound by the
terms hereof and (y) such Non-Consenting Lender shall have received
payments of all Loans held by it and all accrued and unpaid interest and fees
with respect thereto and all other amounts payable to it hereunder through the
date of the sale.  Each Lender agrees
that, if it becomes a Non-Consenting Lender, it shall execute and deliver to
the Administrative Agent an Assignment and Assumption to evidence such sale and
purchase and shall deliver to the Administrative Agent any Note (if the
assigning Lenders Loans are evidenced by a Note) subject to such Assignment
and Assumption; provided, however, that the failure of any
Non-Consenting Lender to execute an Assignment and Assumption shall not render such
sale and purchase (and the corresponding assignment) invalid.  11.14Governing Law; Jurisdiction; Etc.  (a)           GOVERNING LAW.  THIS CREDIT AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  (b)           SUBMISSION TO JURISDICTION.  EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
SUCH STATE AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER
CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT.  EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS CREDIT AGREEMENT OR IN ANY OTHER
CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY
OTHER CREDIT  149


DOCUMENT AGAINST ANY OTHER PARTY
HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.  (c)           WAIVER OF VENUE.  EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY
OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.  (d)           SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.  NOTHING IN THIS CREDIT AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.  11.15Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT
AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.  11.16USA PATRIOT Act Notice.  Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrower that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the Act), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify such Borrower in
accordance with the Act.  150


11.17Designation as Senior Debt.  All Obligations shall be Designated Senior Indebtedness
(or such similar defined term) for purposes of all documentation governing
Subordinated Debt.  11.18No Advisory or Fiduciary
Responsibility.  In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or
other modification hereof or of any other Credit Document), the Borrower
acknowledges and agrees, and acknowledges its Affiliates understanding, that: (i) (A) the
arranging and other services regarding this Credit Agreement provided by the
Agents and the Lead Arrangers are arms-length commercial transactions between
the Borrower and its Affiliates, on the one hand, and the Agents and the other
Lead Arrangers, on the other hand, (B) the Borrower has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) the Borrower is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Credit Documents; (ii) (A) each
Agent and Lead Arranger is and has been acting solely as a principal and,
except as expressly agreed in writing by the relevant parties, has not been, is
not, and will not be acting as an advisor, agent or fiduciary for the Borrower
or any of its Affiliates, or any other Person and (B) no Agent or Lead
Arranger has any obligation to the Borrower or any of its Affiliates with
respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Credit Documents; and (iii) the
Agents and the Lead Arrangers and their respective Affiliates may be engaged in
a broad range of transactions that involve interests that differ from those of
the Borrowerand its Affiliates, and no Agent
or any Lead Arranger has any obligation to disclose any of such interests to
the Borrower or itsAffiliates.  To the fullest extent permitted by law, the
Borrower hereby waives and releases any claims that it may have against any
Agent or Lead Arranger with respect to any breach or alleged breach of agency
or fiduciary duty in connection with any aspect of any transaction contemplated
hereby.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  151


SCHEDULE
1.01A  Existing
Letters of Credit(1)  L/C #
  
  Applicant
  
  Beneficiary
  
  Issuer
  
  L/C Amount
  
  Effective
  Date
  
  Expiration
  DateSC101188U
  
  Ticketmaster
  
  City of Orlando
  
  Wachovia Bank, N.A.
  
  $
  50,000.00
  
  11/10/2006
  
  11/10/2009SC101818U
  
  Paciolan, Inc.
  
  Irvine Company
  
  Wachovia Bank, N.A.
  
  $
  500,000.00
  
  3/10/2008
  
  5/31/2009SM231626
  
  Broadway China
  Ventures, LLC
  
  Elaborate LP
  
  Wachovia Bank, N.A.
  
  $
  20,250.00
  
  6/11/2008
  
  12/16/2008SM231629
  
  Broadway China
  Ventures, LLC
  
  Elaborate LP
  
  Wachovia Bank, N.A.
  
  $
  502,200.00
  
  6/11/2008
  
  11/26/2008CTCS-321783
  
  TicketsNow.
  com, Inc.
  
  Atrium Corporate
  Centre, LLC
  
  JPMorgan Chase Bank,
  N.A.
  
  $
  400,000.00
  
  4/10/2007
  
  3/31/2013TOTAL
  
  
  
  
  
  
  
  $
  1,472,450.00  
 (1) This list is as of
the close of business July 23, 2008. 
Existing Letters of Credit shall also include any other letters of
credit issued for the benefit of any Credit Party by either L/C Issuer from and
after the Closing Date until the Funding Date.  1


SCHEDULE
1.01B(2)  Funding
Date Guarantors  Echomusic, LLC  EventInventory.com, Inc.  FLMG Holdings Corp.  IAC Partner Marketing, Inc.  Microflex 2001 LLC  NetTickets.com, Inc.  OpenSeats, Inc.  Paciolan, Inc.  Premium Inventory, Inc.  Show Me Tickets, LLC  The V.I.P. Tour Company  Ticketmaster Advance Tickets, L.L.C.  Ticketmaster California Gift Certificates L.L.C.  Ticketmaster China Ventures, L.L.C.  Ticketmaster EDCS LLC  Ticketmaster Florida Gift Certificates L.L.C.  Ticketmaster Georgia Gift Certificates L.L.C.  Ticketmaster Indiana Holdings Corp.  Ticketmaster L.L.C.  Ticketmaster Multimedia Holdings LLC  Ticketmaster New Ventures Holdings, Inc.  
 (2) Because of the
possibility that certain of these Subsidiaries may be eliminated in connection
with the Transactions or certain additional Subsidiaries that will be
Guarantors may be formed, this schedule is subject to change prior to the
Funding Date in a manner reasonably satisfactory to the Administrative Agent,
consistent with Section 6.12 of the Credit Agreement, and provided that
such changes are not adverse to the Lenders in any material respect.  2


Ticketmaster West Virginia Gift Certificates L.L.C.  Ticketmaster-Indiana, L.L.C.  TicketsNow.com, Inc.  TicketWeb Inc.  TM Vista Inc.  TNOW Entertainment Group, Inc.  3


SCHEDULE 2.01  Lenders and Commitments  Term A Lenders
  
  Term A Loan
  Committed Amount
  
  Term A Loan
  Commitment PercentageJP Morgan Chase Bank, N.A.
  
  $
  8,500,000.00
  
  8.500000000
  %Merrill Lynch Bank USA
  
  $
  8,500,000.00
  
  8.500000000
  %Bank of America, N.A.
  
  $
  6,666,666.67
  
  6.666666670
  %Barclays Bank PLC
  
  $
  6,666,666.67
  
  6.666666670
  %Morgan Stanley Bank
  
  $
  6,666,666.67
  
  6.666666670
  %Wachovia Bank, National Association
  
  $
  6,666,666.67
  
  6.666666670
  %Royal Bank of Scotland plc
  
  $
  6,666,666.67
  
  6.666666670
  %HSBC Bank USA, N.A.
  
  $
  6,000,000.00
  
  6.000000000
  %Mizuho Corporate Bank, Ltd.
  
  $
  6,000,000.00
  
  6.000000000
  %Sumitomo Mitsui Banking Corporation
  
  $
  6,000,000.00
  
  6.000000000
  %The Bank of Nova Scotia
  
  $
  6,000,000.00
  
  6.000000000
  %Union Bank of California, N.A.
  
  $
  6,000,000.00
  
  6.000000000
  %First Commercial Bank, Los Angeles Branch
  
  $
  5,000,000.00
  
  5.000000000
  %Bank of Tokyo-Mitsubishi UFJ Trust Company
  
  $
  4,333,333.33
  
  4.333333330
  %DZ Bank AG
  
  $
  3,333,333.33
  
  3.333333330
  %Cathay United Bank
  
  $
  2,666,666.67
  
  2.666666670
  %State Bank of India
  
  $
  2,666,666.67
  
  2.666666670
  %Bank of Communications Co., Ltd.
  
  $
  1,666,666.67
  
  1.666666670
  %Total
  
  $
  100,000,000.00
  
  100.00
  %Term B Lenders
  
  Term B Loan
  Committed Amount
  
  Term B Loan
  Commitment PercentageJP Morgan Chase Bank, N.A.
  
  $
  350,000,000.00
  
  100.000000000
  %Total
  
  $
  350,000,000.00
  
  100.00
  %  4


Approved Currency
  Revolving Lenders
  
  Approved Currency
  Committed Amount
  
  Approved Currency Revolving Commitment PercentageJP Morgan Chase Bank, N.A.
  
  $
  12,619,047.62
  
  12.619047620
  %Merrill Lynch Bank USA
  
  $
  12,619,047.62
  
  12.619047620
  %Bank of America, N.A.
  
  $
  8,952,380.95
  
  8.952380950
  %Barclays Bank PLC
  
  $
  8,952,380.95
  
  8.952380950
  %Morgan Stanley Bank
  
  $
  8,952,380.95
  
  8.952380950
  %Wachovia Bank, National Association
  
  $
  8,952,380.95
  
  8.952380950
  %Royal Bank of Scotland plc
  
  $
  8,952,380.95
  
  8.952380950
  %HSBC Bank USA, N.A.
  
  $
  6,000,000.00
  
  6.000000000
  %Sumitomo Mitsui Banking Corporation
  
  $
  6,000,000.00
  
  6.000000000
  %The Bank of Nova Scotia
  
  $
  6,000,000.00
  
  6.000000000
  %Union Bank of California, N.A.
  
  $
  6,000,000.00
  
  6.000000000
  %DZ Bank AG
  
  $
  3,333,333.33
  
  3.333333330
  %State Bank of India
  
  $
  2,666,666.67
  
  2.666666670
  %Total
  
  $
  100,000,000.00
  
  100.00
  %  Dollar Revolving Lenders
  
  Dollar Revolving
  Committed Amount
  
  Dollar Revolving
  Commitment PercentageMizuho Corporate Bank, Ltd.
  
  $
  12,000,000.00
  
  12.000000000
  %First Commercial Bank, Los Angeles Branch
  
  $
  10,000,000.00
  
  12.619047620
  %Bank of Tokyo-Mitsubishi UFJ Trust Company
  
  $
  8,666,666.67
  
  8.666666670
  %Sumitomo Mitsui Banking Corporation
  
  $
  6,000,000.00
  
  6.000000000
  %HSBC Bank USA, N.A.
  
  $
  6,000,000.00
  
  6.000000000
  %The Bank of Nova Scotia
  
  $
  6,000,000.00
  
  6.000000000
  %Union Bank of California, N.A.
  
  $
  6,000,000.00
  
  6.000000000
  %Cathay United Bank
  
  $
  5,333,333.33
  
  5.333333330
  %JP Morgan Chase Bank, N.A.
  
  $
  4,380,952.39
  
  4.380952380
  %Merrill Lynch Bank USA
  
  $
  4,380,952.38
  
  4.380952380
  %Bank of America, N.A.
  
  $
  4,380,952.38
  
  4.380952380
  %Barclays Bank PLC
  
  $
  4,380,952.38
  
  4.380952380
  %Morgan Stanley Bank
  
  $
  4,380,952.38
  
  4.380952380
  %Wachovia Bank, National Association
  
  $
  4,380,952.38
  
  4.380952380
  %Royal Bank of Scotland plc
  
  $
  4,380,952.38
  
  4.380952380
  %DZ Bank AG
  
  $
  3,333,333.33
  
  3.333333330
  %Bank of Communications Co., Ltd.
  
  $
  3,333,333.33
  
  3.333333330
  %State Bank of India
  
  $
  2,666,666.67
  
  2.666666670
  %Total
  
  $
  100,000,000.00
  
  100.00
  %  5


SCHEDULE 2.09(c)  Funding Fees  Term A Lenders
  
  FeesJP Morgan Chase Bank, N.A.
  
  $
  191,250.00Merrill Lynch Bank USA
  
  $
  191,250.00Bank of America, N.A.
  
  $
  150,000.00Barclays Bank PLC
  
  $
  150,000.00Morgan Stanley Bank
  
  $
  150,000.00Wachovia Bank, National Association
  
  $
  150,000.00Royal Bank of Scotland plc
  
  $
  150,000.00HSBC Bank USA, N.A.
  
  $
  135,000.00Mizuho Corporate Bank, Ltd.
  
  $
  135,000.00Sumitomo Mitsui Banking Corporation
  
  $
  135,000.00The Bank of Nova Scotia
  
  $
  135,000.00Union Bank of California, N.A.
  
  $
  135,000.00First Commercial Bank, Los Angeles Branch
  
  $
  97,500.00Bank of Tokyo-Mitsubishi UFJ Trust Company
  
  $
  75,000.00DZ Bank AG
  
  $
  50,000.00Cathay United Bank
  
  $
  40,000.00State Bank of India
  
  $
  40,000.00Bank of Communications Co., Ltd.
  
  $
  25,000.00
  6


SCHEDULE
3.08  Mandatory
Cost Rate  1.The Mandatory Cost (to the extent
applicable) is an addition to the interest rate to compensate Lenders for the
cost of compliance with:  (a)the requirements of the Bank of England
and/or the Financial Services Authority (or, in either case, any other
authority which replaces all or any of its functions);  (b)the requirements of the European Central
Bank.  2.On the first day of each Interest Period
(or as soon as possible thereafter) the Administrative Agent shall calculate,
as a percentage rate, a rate (the Additional Cost Rate) for each
Lender, in accordance with the paragraphs set out below.  The Mandatory Cost will be calculated by
the Administrative Agent as a weighted average of the Lenders Additional Cost
Rates (weighted in proportion to the percentage participation of each Lender in
the relevant Loan) and will be expressed as a percentage rate per annum rounded
upwards, if necessary, to four decimal places.  3.The Additional Cost Rate for any Lender
lending from a lending office in a Participating Member State will be the
percentage notified by that Lender to the Administrative Agent.  This percentage will be certified by such
Lender in its notice to the Administrative Agent to be its reasonable
determination of the cost (expressed as a percentage of such Lenders
participation in all Loans made from such lending office) of complying with the
minimum reserve requirements of the European Central Bank in respect of Loans
made from that lending office.  4.The Additional Cost Rate for any Lender
lending from a lending office in the United Kingdom will be calculated by the
Administrative Agent as follows:  (a)in relation to any Loan in Sterling:  AB+C(B-D)+E x 0.01
  
  per cent per annum100 - (A+C)  (b)in relation to any Loan in any currency
other than Sterling:  E x 0.01
  
  per cent per annum300  Where:  Ais the
percentage of Eligible Liabilities (assuming these to be in excess of any stated
minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash
ratio requirements.  7


Bis the
percentage rate of interest (excluding the Applicable Rate, the Mandatory Cost
and, if the Loan is overdue, the additional rate of interest specified in Section 2.08(b))
payable for the relevant Interest Period of such Loan.  Cis the
percentage (if any) of Eligible Liabilities which that Lender is required from
time to time to maintain as interest bearing Special Deposits with the Bank of
England.  Dis the
percentage rate per annum payable by the Bank of England to the Administrative
Agent on interest bearing Special Deposits.  Eis
designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Administrative Agent as being the average of the most
recent rates of charge supplied by the Lenders to the Administrative Agent
pursuant to paragraph 7 below and expressed in pounds per £1,000,000.  5.For the purposes of this Schedule:  (a)Eligible Liabilities has the
meanings given to it from time to time under or pursuant to the Bank of England
Act 1998 or (as may be appropriate) by the Bank of England;  (b)Fees Rules means the rules on
periodic fees contained in the Supervision Manual of the Financial Services
Authority or such other law or regulation as may be in force from time to time
in respect of the payment of fees for the acceptance of deposits;  (c)Fee Tariffs means the fee
tariffs specified in the Fees Rules under the activity group A.1 Deposit
acceptors (ignoring any minimum fee or zero rated fee required pursuant to the
Fees Rules but taking into account any applicable discount rate);  (d)Financial Services Authority
means the body corporate known by that name that has the functions conferred on
it by or under the Financial Services and Markets Act 2000 or any successor
entity;  (e)Special Deposits has the meaning
given to it from time to time under or pursuant to the Bank of England Act 1998
or (as may be appropriate) by the Bank of England; and  (f)Tariff Base has the meaning
given to it in, and will be calculated in accordance with, the Fees Rules.  6.In application of the above formulae, A,
B, C and D will be included in the formulae as percentages (i.e. 5% will be included in the formula as
5 and not as 0.05).  A negative result
obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to
four decimal places.  8


7.If requested by the Administrative Agent,
each Lender with a lending office in the United Kingdom or a Participating
Member State shall, as soon as practicable after publication by the Financial
Services Authority, supply to the Administrative Agent, the rate of charge
payable by such Lender to the Financial Services Authority pursuant to the Fees
Rules in respect of the relevant financial year of the Financial Services
Authority (calculated for this purpose by such Lender as being the average of
the Fee Tariffs applicable to such Lender for that financial year) and
expressed in pounds per £1,000,000 of the Tariff Base of such Lender.  8.Each Lender shall supply any information
required by the Administrative Agent for the purpose of calculating its
Additional Cost Rate.  In particular, but
without limitation, each Lender shall supply the following information in
writing on or prior to the date on which it becomes a Lender:  (a)the jurisdiction of the lending office
out of which it is making available its participation in the relevant Loan; and  (b)any other information that the
Administrative Agent may reasonably require for such purpose.  Each Lender shall promptly notify the Administrative Agent in writing of
any change to the information provided by it pursuant to this paragraph.  9.The percentages of each Lender for the
purpose of A and C above and the rates of charge of each Lender for the purpose
of E above shall be determined by the Administrative Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above
and on the assumption that, unless a Lender notifies the Administrative Agent
to the contrary, each Lenders obligations in relation to cash ratio deposits
and Special Deposits are the same as those of a typical bank from its
jurisdiction of incorporation with a lending office in the same jurisdiction as
its lending office.  10.The Administrative Agent shall have no
liability to any Person if such determination results in an Additional Cost
Rate which over- or under-compensates any Lender and shall be entitled to
assume that the information provided by any Lender pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.  11.The Administrative Agent shall distribute
the additional amounts received as a result of the Mandatory Cost to the
Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender pursuant to paragraphs 3, 7
and 8 above.  12.Any determination by the Administrative
Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost,
an Additional Cost Rate or any amount payable to a Lender shall, in the absence
of manifest error, be conclusive and binding on all parties to the Credit
Agreement.  9


13.The Administrative Agent may from time to
time, after consultation with the Borrower and the Lenders, determine in its
reasonable judgment and provide notice to the Borrower and the Lenders of any
amendments which are required to be made to this Schedule in order to comply
with any change in law, regulation or any requirements from time to time
imposed by the Bank of England, the Financial Services Authority or the
European Central Bank (or, in any case, any other authority which replaces all
or any of its functions) and any such determination shall, in the absence of
manifest error, be conclusive and binding on all parties to the Credit Agreement.  10


SCHEDULE
5.01(c)(ii)  Scheduled
Matters  Termination of the Live Nation relationship (including
the relationship with Live Nations subsidiary, House of Blues).  11


SCHEDULE
6.12(3)  Subsidiaries  Name
  
  Jurisdiction of
  Organization
  
  Classes of Capital
  Stock
  
  Ownership and
  Percentage
  Owned
  
  Buy-Sell, Voting
  Trust or Other
  AgreementsDomestic Subsidiaries*Echomusic, LLC
  
  Delaware
  
  Class A, Class B and Class C Units
  
  IAC Partner Marketing, Inc. holds 65.2933% of
  the Class A and Class combined and 100% of the Class C.
  Class C has a liquidation preference of total amount invested ($2.45
  million) plus 15 % annual compounded interest and reduces aggregate value of
  Class A and Class B by this amount for purposes of determining
  value at which Class B Member has a right to buy out Class A
  interests. The other Class A interests are held by Echomusic management.
  
  Amended and Restated Operating AgreementEventInventory.com, Inc.
  
  Illinois
  
  Common stock
  
  100% owned by The V.I.P. Tour Company
  
  NoneFLMG Holdings Corp.
  
  Delaware
  
  Common stock
  
  100% owned by Ticketmaster
  
  NoneIAC Partner Marketing, Inc.
  
  Delaware
  
  Common stock
  
  100% owned by Ticketmaster
  
  NoneMicroflex 2001 LLC
  
  Delaware
  
  N/A
  
  100% owned by Ticketmaster L.L.C.
  
  None  
 (3) Because of the possibility that
certain of these Subsidiaries may be eliminated in connection with the
Transactions or certain additional Subsidiaries that will be Guarantors may be
formed, this schedule is subject to change prior to the Funding Date in a
manner reasonably satisfactory to the Administrative Agent, consistent with
Section 6.12 of the Credit Agreement, and provided that such changes are
not adverse to the Lenders in any material respect.  12


Name
  
  Jurisdiction of
  Organization
  
  Classes of Capital
  Stock
  
  Ownership and
  Percentage
  Owned
  
  Buy-Sell, Voting
  Trust or Other
  AgreementsNetTickets.com, Inc.
  
  Delaware
  
  Common stock
  
  100% owned by The V.I.P. Tour Company
  
  NoneOpenSeats, Inc.
  
  Illinois
  
  Common stock
  
  100% owned by The V.I.P. Tour Company
  
  NonePaciolan, Inc.
  
  Delaware
  
  Common stock
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NonePremium Inventory, Inc.
  
  Illinois
  
  Common stock
  
  100% owned by The V.I.P. Tour Company
  
  NoneShow Me Tickets, LLC
  
  Illinois
  
  N/A
  
  100% owned by The V.I.P. Tour Company
  
  NoneThe V.I.P. Tour Company
  
  Delaware
  
  Common stock
  
  100% owned by Ticketmaster
  
  NoneTicketmaster Advance Tickets, L.L.C.
  
  Colorado
  
  N/A
  
  100% owned by Ticketmaster
  
  NoneTicketmaster California Gift Certificates L.L.C.
  
  California
  
  N/A
  
  100% owned by Ticketmaster L.L.C.
  
  NoneTicketmaster China Ventures, L.L.C.
  
  Delaware
  
  N/A
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicketmaster EDCS LLC
  
  Delaware
  
  N/A
  
  100% owned by Ticketmaster L.L.C.
  
  NoneTicketmaster Florida Gift Certificates L.L.C.
  
  Florida
  
  N/A
  
  100% owned by Ticketmaster L.L.C.
  
  NoneTicketmaster Georgia Gift Certificates L.L.C.
  
  Georgia
  
  N/A
  
  100% owned by Ticketmaster L.L.C.
  
  NoneTicketmaster Indiana Holdings Corp.
  
  Indiana
  
  Common stock
  
  100% owned by Ticketmaster-Indiana, L.L.C.
  
  NoneTicketmaster L.L.C.
  
  Virginia
  
  N/A
  
  100% owned by Ticketmaster
  
  NoneTicketmaster Multimedia Holdings
  
  Delaware
  
  N/A
  
  100% owned by Ticketmaster
  
  None  13


Name
  
  Jurisdiction of
  Organization
  
  Classes of Capital
  Stock
  
  Ownership and
  Percentage
  Owned
  
  Buy-Sell, Voting
  Trust or Other
  AgreementsLLCTicketmaster New Ventures Holdings, Inc.
  
  Delaware
  
  Common stock
  
  100% owned by Ticketmaster
  
  NoneTicketmaster West Virginia Gift Certificates L.L.C.
  
  West Virginia
  
  N/A
  
  100% owned by Ticketmaster L.L.C.
  
  NoneTicketmaster-Indiana, L.L.C.
  
  Delaware
  
  N/A
  
  100% owned by Ticketmaster
  
  NoneTicketsNow.com, Inc.
  
  Illinois
  
  Common stock
  
  100% owned by The V.I.P. Tour Company
  
  NoneTicketWeb Inc.
  
  Delaware
  
  Common stock
  
  100% owned by Ticketmaster
  
  NoneTM Vista Inc.
  
  Virginia
  
  Common stock
  
  100% owned by Ticketmaster
  
  NoneTNOW Entertainment Group, Inc.
  
  Illinois
  
  Common stock
  
  100% owned by The V.I.P. Tour Company
  
  NoneForeign Subsidiaries4075650 Canada Inc.
  
  Canada Fed.
  
  Common stock
  
  100% owned by Ticketmaster Canada Ltd.
  
  NoneBiletix Bilet Basim Dagitim ve TIC AS
  
  Turkey
  
  TRY 1,020,408.16 represented by the same number of
  shares, each having a nominal value of TRY 1.00
  
  100% owned by Rigol Grupo de Inversiones S.L.,
  except for 1 nominal share owned by each of (i) Terry Barnes,
  (ii) Sean Moriarty, (iii) Paul LaFontaine, and (iv) Jim
  Warner.(4)
  
  Rigol Grupo de Inversiones S.L.has an
  option & usufruct agreement with each individual shareholder.
  Pursuant to that Rigol has the right to call the shares at any time on
  nominal value, plus Rigol has all voting, dividend, etc. rights attached to
  those 4 shares.Billettsentralen AS
  
  Norway
  
  One class of shares
  
  100% owned by Billettservice AS
  
  None  
 (4) These 4 individuals are in the
process of being replaced by (a) Tick Tack Ticket, S.A., (b) Ticketmaster
L.L.C., (c) Ticketmaster New Ventures Holdings, Inc. and (d) Ticketweb Inc.  14


Name
  
  Jurisdiction of
  Organization
  
  Classes of Capital
  Stock
  
  Ownership and
  Percentage
  Owned
  
  Buy-Sell, Voting
  Trust or Other
  AgreementsBILLETnet A/S
  
  Denmark
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneBillettservice AS
  
  Norway
  
  One class of shares
  
  100% owned by Ticketmaster UK Limited
  
  NoneEcho Europe Limited
  
  England and Wales
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneEmma Entertainment (Beijing) Co. Ltd.
  
  China
  
  Just has registered capital, not classes or shares
  of stock. The total registered capital of the Company is USD 4,000,000.
  
  100% owned by Emma Entertainment Holdings HK Ltd.
  
  NoneEmma Entertainment Holdings HK Ltd.
  
  Hong Kong
  
  Class A Voting Ordinary Shares, Class B
  Non-Voting Ordinary Shares, and Series A Preferred Shares
  
  76.1% owned by Ticketmaster New Ventures
  Holdings, Inc. and 23.9% by individual stockholders
  
  Stockholders AgreementEuropa Ticket Holdings C.V.
  
  Netherlands
  
  Limited partnership
  
  Ticketmaster New Ventures Holdings, Inc. (99%)
  and Ticketmaster (0.1%)
  
  Limited partnership agreementFC 1031 Limited
  
  United Kingdom
  
  One class of shares
  
  100% owned by Ticketmaster UK Limited
  
  NoneGetmein! Limited
  
  England and Wales
  
  Ordinary shares and series A preference shares
  
  100% owned by Ticketflask Limited
  
  NoneKarienhaus Ticketservice GmbH
  
  Germany
  
  One class of shares
  
  100% owned by TM Deutschland GmbH
  
  NoneLippupalyelu Oy
  
  Finland
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneReseau Admission Inc.
  
  Canada Fed.
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  None  15


Name
  
  Jurisdiction of
  Organization
  
  Classes of Capital
  Stock
  
  Ownership and
  Percentage
  Owned
  
  Buy-Sell, Voting
  Trust or Other
  AgreementsRIGOL GRUPO DE INVERSIONES S.L.
  
  Spain
  
  Share capital of 3,006
  distributed into 3,006 registered participation units of 1 of face value
  each, fully paid
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneShow Tickets Australia Pty. Ltd.
  
  Australia
  
  2 Shares Ordinary Stock
  
  100% owned by Ticketmaster Australasia Pty. Ltd.
  
  NoneThe Ticket Shop (Unlimited)
  
  Ireland
  
  Authorized Share Capital 200,000 ord shares @
  .634869; Allotted, called up and fully paid 400 ord shares @ .634869
  
  100% owned by Ticket Shop Holdings (IOM) (Unlimited)
  
  NoneTick Tack Ticket, S.A.
  
  Spain
  
  Share capital of 151,321.45
  distributed in 8,660 registered shares of 4.15 euros of face value each
  (series A), and 27,803 registered shares of 4.15 euros each of face value
  (series B), all of them fully paid in
  
  100% owned by RIGOL GRUPO DE INVERSIONES S.L.
  
  NoneTicket Service Nederland, B.V.
  
  Netherlands
  
  One class of shares
  
  100% owned by Ticketmaster UK Limited
  
  NoneTicket Shop Holdings (IOM) (Unlimited)
  
  Isle of Man
  
  2,000 divided into 2,000 shares of 1 each
  
  100% owned by Ticket Shop One (IOM) Limited
  
  NoneTicket Shop One (IOM) Limited
  
  Isle of Man
  
  2,000 divided into 2,000 shares of 1 each
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicket Shop Two (IOM) Limited
  
  Isle of Man
  
  2,000 divided into 2,000 shares of 1 each
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicketflask Limited
  
  England and Wales
  
  One class of shares
  
  100% owned by TM Number One Limited
  
  NoneTicketline (Unlimited)
  
  Ireland
  
  Authorized Share Capital 1,000,000 ord shares @
  1.2697381; Allotted, called up and fully paid 3 ord
  
  100% owned by The Ticket Shop (Unlimited)
  
  None  16


Name
  
  Jurisdiction of
  Organization
  
  Classes of Capital
  Stock
  
  Ownership and
  Percentage
  Owned
  
  Buy-Sell, Voting
  Trust or Other
  Agreementsshares @ 1.2697381Ticketmaster Australasia Pty. Ltd.
  
  Australia
  
  95,024,178 A class shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicketmaster Canada Ltd.
  
  Canada Fed.
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicketmaster Group Holding Company 1 Ltd.
  
  England and Wales
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicketmaster Group Holding Company 2 Ltd.
  
  England and Wales
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicketmaster International Events Ltd.
  
  United Kingdom
  
  One class of shares
  
  100% owned by Ticketmaster UK Limited
  
  NoneTicketmaster New Ventures II AB Holdings
  
  Sweden
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicketmaster New Ventures, Ltd.
  
  Cayman Islands
  
  Capital of the Company is US$50,000 which is divided
  into 50,000 shares of a nominal or par value of $1.00 each.
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneTicketmaster New Ventures Finance HB
  
  Sweden
  
  General Partnership
  
  Ticketmaster New Ventures Holdings, Inc. (99%)
  and Ticketmaster (1%)
  
  Partnership AgreementTicketmaster NZ Pty. Ltd.
  
  New Zealand
  
  1 Share Ordinary Stock
  
  100% owned by Ticketmaster Australasia Pty. Ltd.
  
  NoneTicketmaster Systems Ltd.
  
  United Kingdom
  
  One class of shares
  
  100% owned by FC 1031 Limited
  
  NoneTicketmaster Ticketing Information Technology
  (Shanghai)
  
  China
  
  Just has registered capital, not classes or shares
  of stock. The total registered
  
  100% owned by Ticketmaster China
  
  None  17


Name
  
  Jurisdiction of
  Organization
  
  Classes of Capital
  Stock
  
  Ownership and
  Percentage
  Owned
  
  Buy-Sell, Voting
  Trust or Other
  AgreementsCo. Ltd.
  
  
  
  capital of the Company is USD 4,700,000.
  
  Ventures, L.L.C.Ticketmaster UK Limited
  
  United Kingdom
  
  One class of shares
  
  50% owned by Ticketmaster New Ventures
  Holdings, Inc. and 50% owned by TM Number One Limited
  
  NoneTicketron Australia Pty. Ltd.
  
  Australia
  
  1 Ordinary Share
  
  100% owned by Ticketmaster New Ventures Holdings, Inc.
  
  NoneTicketshop (NI) Limited
  
  Northern Ireland
  
  Authorized Share Capital 400,000 ord shares @ 1.00;
  Allotted, called up and fully paid 400 ord shares @ 1.00
  
  100% owned by The Ticket Shop (Unlimited)
  
  NoneTicketweb UK, Ltd.
  
  United Kingdom
  
  One class of shares
  
  100% owned by TicketWeb Inc.
  
  NoneTicnet AB
  
  Sweden
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures II AB
  Holdings
  
  NoneTM Deutschland GmbH
  
  Germany
  
  One class of shares
  
  90% owned by Ticketmaster New Ventures
  Holdings, Inc.; 10% owned by DEAG Deutsche Entertainment AG
  
  Partition of share, sale, purchase and transfer of
  share, Option Agreement and Shareholder AgreementTM Number One Limited
  
  United Kingdom
  
  One class of shares
  
  100% owned by Ticketmaster New Ventures
  Holdings, Inc.
  
  NoneWorldwide Ticket Systems, Inc.
  
  Washington
  
  Common Stock, Class A Preferred Stock and
  Class B Preferred Stock. 500 shares of Common Stock are outstanding.
  
  100% owned by Ticketmaster Canada Ltd.
  
  None  
 * all Domestic Subsidiaries will be
parties to the Security Agreement and Pledge Agreement after giving effect to
the consummation of the Spin-Off  18


SCHEDULE 7.08  Insurance  Carrier
  
  PolicyNumber
  
  Expiration Date
  
  Type of Insurance
  
  AmountZurich-American Insurance Company
  
  MLP 9671306
  
  7/1/09
  
  All Risk Property including BI
  
  $145,587,340 (TIV)Federal Insurance Company (Chubb)
  
  71726268
  
  8/14/09
  
  Workers Compensation & Employers
  Liability
  
  WC - StatutoryEL - $1MFederal Insurance Company (Chubb)
  
  7355-36-02 (All States)7355-36-01 (Virginia)
  
  8/14/09
  
  Automobile Liability
  
  $1M Combined Single LimitFederal Insurance Company (Chubb)
  
  99475204
  
  8/14/09
  
  General Liability
  
  $1M Per Occurrence$2M General AggregateFederal Insurance Company (Chubb)
  
  79839822
  
  8/14/09
  
  Umbrella Liability
  
  $25MSt. Paul Fire & Marine Insurance Company
  (Travelers)
  
  QI09400584
  
  8/14/09
  
  Excess Liability
  
  $25M x $25MNational Union Fire Insurance Company of Pittsburgh,
  PA (AIG)
  
  01-132-91-81
  
  8/20/09
  
  Directors & Officers
  
  $10M Side A,B,CZurich American Insurance Company
  
  DOC-9672832-00
  
  8/20/09
  
  D&O, Excess
  
  $10M x $10M Side A,B,CFederal Insurance Company (Chubb)
  
  8210-5871
  
  8/20/09
  
  D&O, Excess
  
  $10M x $20M Side A,B,CArch Insurance Company
  
  DOX0028570-00
  
  8/20/09
  
  D&O, Excess
  
  $10M x $30M Side A,B,CIllinois Union Insurance Company (Ace USA)
  
  DOX G23649470 001
  
  8/20/09
  
  D&O, Excess
  
  $10M x $40M Side-A DICUnderwriters at Lloyds London (Beazley)
  
  QK0803342
  
  8/20/09
  
  Errors & Omissions
  
  $15MNational Union Fire Insurance Company of Pittsburgh,
  PA (AIG)
  
  01-118-54-23
  
  8/14/09
  
  1stParty Crime (Fidelity)
  
  $10MAmerican Zurich Insurance Company
  
  WC3995208
  
  8/14/09
  
  Foreign Voluntary Workers Compensation
  
  $1M (EL)Zurich-American Insurance Company
  
  CGL3995209
  
  8/14/09
  
  Foreign General Liability & Automobile
  Liability DIC
  
  $2M General Aggregate (GL)$1M Per Occurrence (AL)Illinois National Insurance Co. (AIG)
  
  002861377
  
  1/1/09
  
  Fiduciary
  
  $10M  19


SCHEDULE
8.01  Liens  Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberTicketmaster Corporation
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  05/11/2004
  
  4131225 7
  
  N/A
  
  N/ATicketmaster LLC
  
  Delaware Secretary of State
  
  UCC-1
  
  MWB Business Systems
  
  True Lease
  
  07/06/2004
  
  4191144 7
  
  N/A
  
  N/ATicketmaster Corporation
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  07/13/2004
  
  4196736 5
  
  N/A
  
  N/ATicketmaster
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  07/23/2004
  
  4208053 1
  
  N/A
  
  N/ATicketmaster Corporation
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  08/31/2004
  
  4245486 8
  
  N/A
  
  N/ATicketmaster Corporation
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Leased Equipment
  
  10/15/2004
  
  4290862 4
  
  N/A
  
  N/ATicketmaster
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  10/27/2004
  
  4303475 0
  
  N/A
  
  N/A  20


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  FileDate
  
  Amdt.
  File
  NumberTicketmaster Corporation
  
  Delaware Secretary of State
  
  UCC-1
  
  MWB Business Systems
  
  Equipment
  
  04/14/2005
  
  5115194 4
  
  N/A
  
  N/ATicketmaster Corporation
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Leased Equipment
  
  08/05/2005
  
  5242912 5
  
  N/A
  
  N/ATicketmaster Corporation
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Leased Equipment
  
  03/14/2006
  
  6086273 0
  
  N/A
  
  N/ATicketmaster Corp
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Leased Equipment
  
  06/12/2006
  
  6199898 8
  
  N/A
  
  N/ATicketmaster L.L.C.
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  12/04/2007
  
  2007
  456136 0
  
  N/A
  
  N/ATicketmaster L.L.C.
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  12/04/2007
  
  2007
  4561378
  
  N/A
  
  N/ATicketmaster L.L.C.
  
  Delaware Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  12/04/2007
  
  2007
  4561386
  
  N/A
  
  N/ATicketmaster L.L.C.
  
  Virginia State Corporation Commission
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  4/16/2008
  
  08041670915
  
  N/A
  
  N/ATicketmaster L.L.C.
  
  Virginia State Corporation Commission
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  4/16/2008
  
  08041670927
  
  N/A
  
  N/A  21


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberTicketmaster L.L.C.
  
  Virginia State Corporation Commission
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  4/16/2008
  
  08041670939
  
  N/A
  
  N/ATicketmaster L.L.C.
  
  Virginia State Corporation Commission
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  4/16/2008
  
  08041672553
  
  N/A
  
  N/ATicketmaster L.L.C.
  
  Virginia State Corporation Commission
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  5/30/2008
  
  08053071933
  
  N/A
  
  N/ATicketmaster L.L.C.
  
  Virginia State Corporation Commission
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  6/11/2008
  
  080601171341
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  PACIFICA CAPITALAdditional Secured
  party: Leasing Corporation of America
  
  Equipment
  
  08/15/2003
  
  3213391 9
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Lease Corporation of America
  
  Equipment
  
  08/28/2003
  
  3238945 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Lease Corporation of America
  
  Equipment
  
  09/04/2003
  
  3246554 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  General Electric Credit Corporation
  
  Equipment
  
  11/03/2003
  
  3287342 3
  
  N/A
  
  N/A  22


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberPaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  General Electric Credit Corporation
  
  Equipment
  
  11/03/2003
  
  3287343 1
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  General Electric Credit Corporation
  
  Equipment
  
  11/03/2003
  
  3287344 9
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Highline Capital Corp.
  
  Master Lease Agreement
  
  11/03/2003
  
  3287760 6
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Hewlett-Packard Financial Services Company
  
  Equipment
  
  12/18/2003
  
  3334837 5
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC Amendment
  
  Heller Financial Leasing, Inc.
  
  Equipment
  
  03/17/2004
  
  4075075 4
  
  05/13/2004
  
  4133313 9Paciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Old American Incorporation
  
  Specific Equipment
  
  04/29/2004
  
  4120097 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Axis Capital, Inc.
  
  Equipment
  
  05/21/2004
  
  4142428 4
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  CITICAPITAL Technology Finance, Inc.
  
  Equipment
  
  08/30/2004
  
  4244095 8
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  US Express Leasing, Inc.
  
  Equipment
  
  01/03/2005
  
  5008329 6
  
  N/A
  
  N/A  23


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberPaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC Amendment
  
  American Bank Leasing Corp.Additional Secured
  Party: Tennessee Commerce Bank
  
  Equipment
  
  01/04/2005
  
  5009906 0
  
  01/27/2005
  
  5029935 5Paciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Town & Country Leasing LLC
  
  Equipment
  
  01/06/2005
  
  5011875 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Sterling National BankAdditional Secured
  party: Old American Incorporated
  
  Equipment
  
  02/17/2005
  
  5053944 6
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  CitiCapital Technology Finance, Inc.
  
  Equipment
  
  03/11/2005
  
  5081807 1
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Data Sales Co., Inc.
  
  Leased Equipment
  
  03/22/2005
  
  5089566 5
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Wells Fargo Financial Leasing
  
  Equipment
  
  04/14/2005
  
  5115475 7
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Pioneer Capital Corporation
  
  Equipment
  
  04/12/2005
  
  5117636 2
  
  N/A
  
  N/A  24


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberPaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Dell Financial Services, L.P.
  
  Equipment
  
  05/13/2005
  
  5149000 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Wells Fargo Financial Leasing
  
  Equipment
  
  06/20/2005
  
  5187948 6
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Dell Financial Services, L.P.
  
  Computer Equipment
  
  10/21/2005
  
  5328370 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  11/02/2005
  
  5340650 2
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  American Chartered Bank
  
  Equipment
  
  10/28/2005
  
  5344562 5
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Data Sales Co., Inc.
  
  Leased Equipment
  
  11/28/2005
  
  5365433 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  02/06/2006
  
  6043747 5
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  03/14/2006
  
  6086238 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  American Chartered Bank
  
  Leased Equipment
  
  04/13/2006
  
  6136385 2
  
  N/A
  
  N/A  25


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberPaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  05/30/2006
  
  6181569 5
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  06/15/2006
  
  6204745 4
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  06/30/2006
  
  6226827 4
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Dell Financial Services, L.P.
  
  Computer Equipment
  
  07/07/2006
  
  6234326 7
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  08/11/2006
  
  6279684 5
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  09/13/2006
  
  6316143 7
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  10/23/2006
  
  6368657 3
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Dell Financial Services, L.P.
  
  Computer Equipment
  
  10/24/2006
  
  6369312 4
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  12/05/2006
  
  6422235 2
  
  N/A
  
  N/A  26


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberPaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  CISCO Systems Capital Corp
  
  Equipment
  
  12/06/2006
  
  6431019 9
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  12/11/2006
  
  6432445 5
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  01/02/2007
  
  2007 0006113
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Cisco Systems Capital Corporation
  
  Equipment
  
  12/27/2006
  
  2007 0065630
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  02/21/2007
  
  2007 0663442
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Dell Financial Services, L.P.
  
  Computer Equipment
  
  03/20/2007
  
  2007 1039444
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  03/29/2007
  
  2007 1172971
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  04/02/2007
  
  2007 1215077
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  06/06/2007
  
  2007 2118643
  
  N/A
  
  N/A  27


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberPaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  06/07/2007
  
  2007 2134509
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Dell Financial Services, L.P.
  
  Computer Equipment
  
  08/15/2007
  
  2007 3109989
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  10/17/2007
  
  2007 3915534
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Dell Financial Services, L.P.
  
  Computer Equipment
  
  11/06/2007
  
  2007 4233580
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  11/09/2007
  
  2007 4282777
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  11/14/2007
  
  2007 4345970
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  11/26/2007
  
  2007 4455183
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  12/03/2007
  
  2007 4558457
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  01/03/2008
  
  2008 0020972
  
  N/A
  
  N/A  28


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberPaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  Cisco Systems Capital Corporation
  
  Equipment
  
  01/10/2008
  
  2008 0174779
  
  N/A
  
  N/APaciolan, Inc.
  
  Delaware Secretary of State
  
  UCC-1
  
  IBM Credit LLC
  
  Equipment
  
  01/31/2008
  
  2008 0382455
  
  N/A
  
  N/AThe V.I.P. Tour Company
  
  Delaware Secretary of State
  
  UCC-1
  
  Cisco Systems Capital Corporation
  
  Equipment
  
  07/18/2006
  
  6247995 4
  
  N/A
  
  N/AThe V.I.P. Tour Company
  
  Delaware Secretary of State
  
  UCC-1
  
  Cisco Systems Capital Corporation
  
  Equipment
  
  07/18/2006
  
  6247998 8
  
  N/A
  
  N/AThe V.I.P. Tour Company
  
  Delaware Secretary of State
  
  UCC-1
  
  Cisco Systems Capital Corporation
  
  Equipment
  
  07/18/2006
  
  6248012 7
  
  N/A
  
  N/AThe V.I.P. Tour Company
  
  Delaware Secretary of State
  
  UCC-1
  
  Hewlet-Packard Financial Services Company
  
  Equipment
  
  07/31/2006
  
  62637304
  
  N/A
  
  N/AThe V.I.P. Tour Company (5)
  
  Delaware Secretary of State
  
  UCC-1
  
  Adams Street V, L.P., Adams Street 2006 Direct Fund,
  L.P. and Adams Street 2007 Direct Fund, L.P.
  
  Equipment
  
  01/31/2007
  
  0394147
  
  3/13/2008
  
  0901064  
 (5) A UCC-3 Amendment has been filed to
terminate the UCC financing statement with respect to Adams Street 2007 Direct
Fund, L.P.  29


Debtor
  
  Place of Filing
  
  Type of
  filing found
  
  Secured
  Party
  
  Collateral
  
  Original
  File Date
  
  Original
  File
  Number
  
  Amdt.
  File Date
  
  Amdt.
  File
  NumberTNOW Entertainment Group, Inc.
  
  Illinois Secretary of State
  
  UCC-1
  
  Hewlet-Packard Financial Services Company
  
  Equipment
  
  08/01/2006
  
  11201148
  
  N/A
  
  N/ATicketsNow.com, Inc.
  
  Illinois Secretary of State
  
  UCC-1
  
  Cisco Systems Capital Corporation
  
  Equipment
  
  08/20/2004
  
  9005552
  
  07/20/2006
  
  8825934Ticketmaster L.L.C.
  
  Virginia State Corporation Commission
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  6/26/2008
  
  080626715 32
  
  N/A
  
  N/ATicketmaster LLC
  
  Ilinois Secretary of State
  
  UCC-1
  
  Banc of America Leasing & Capital, LLC
  
  Equipment
  
  11/28/2006
  
  11570070
  
  N/A
  
  N/ATicketmaster LLC
  
  Ilinois Secretary of State
  
  UCC-1
  
  Banc of America Leasing & Capital, LLC
  
  Equipment
  
  1/10/2007
  
  11705448
  
  N/A
  
  N/ATicketmaster LLC
  
  Ilinois Secretary of State
  
  UCC-1
  
  Banc of America Leasing & Capital, LLC
  
  Equipment
  
  02/06/2007
  
  11782825
  
  N/A
  
  N/ATicketmaster LLC
  
  Ilinois Secretary of State
  
  UCC-1
  
  Banc of America Leasing & Capital, LLC
  
  Equipment
  
  2/11/2007
  
  11806341
  
  N/A
  
  N/ATicketmaster Corporation
  
  Ilinois Secretary of State
  
  UCC-1
  
  US Bancorp
  
  Equipment
  
  10/17/2007
  
  12594747
  
  N/A
  
  N/A  Other liens:  1.Ticketmaster, L.L.C. (Williamsville, NY) 
grant in favor of landlord of a security interest in furniture, equipment and
other assets in leased premises.  30


2.Ticketmaster, L.L.C. (Albuquerque, NM) 
grant in favor of landlord of a security interest in furniture, equipment and
other assets in leased premises.  3.Liens on the cash proceeds of the Senior
Notes in favor of the escrow agent in respect thereof.  31


SCHEDULE 8.02  Investments  A. Capital
Stock of Another Person:  1.  Equity interests of non-Guarantors identified
in Schedule 6.12.  2.  Minority equity interests:  Current
  Legal Entities Owned
  
  Record Owner
  
  Percent OwnedEvolution Artists, Inc.
  
  Ticketmaster L.L.C.
  
  25
  %H & J Ventures, LLC
  
  Paciolan, Inc.
  
  5
  %Broadway China Ventures, LLC
  
  Ticketmaster New Ventures Holdings, Inc.
  
  14.6
  %Front Line Management Group, Inc.
  
  FLMG Holdings Corp.
  
  39.42
  %Beijing Gehua Ticketmaster Ticketing Co., Ltd.
  
  Ticketmaster New Ventures Holdings, Inc.
  
  40
  %Venta de Boletas Por Compudor a
  S.A. de C.V.
  
  Ticketmaster New Ventures, Ltd.
  
  33
  %  B. Loan,
Advance, Capital Contribution or Guaranty (including intercompany debt):  Obligor
  
  Obligee
  
  Initial Principal
  Amount
  
  Date of Issuance
  
  Balance as of
  6/30/2008Biletix Bilet Basim Dagitim ve TIC AS
  
  Ticketmaster New Ventures Holdings, Inc.
  
  $
  4,300,000.00
  
  May 25, 2007
  
  $
  4,300,000.00Biletix Bilet Basim Dagitim ve TIC AS
  
  Ticketmaster New Ventures Holdings, Inc.
  
  $
  4,000,000.00
  
  January 2, 2008
  
  $
  4,000,000.00Emma Entertainment Holdings HK Limited
  
  Ticketmaster L.L.C.
  
  $
  965,833.16
  
  April 10, 2008
  
  $
  965,833.16Emma Entertainment Holdings HK Limited
  
  Ticketmaster L.L.C.
  
  $
  937,500.00
  
  December 17, 2007
  
  $
  937,500.00Paciolan, Inc.
  
  Ticketmaster New Ventures Holdings, Inc.
  
  $
  804,288.89
  
  February 8, 2008
  
  $
  804,288.89Emma Entertainment Holdings HK Limited
  
  Ticketmaster New Ventures Holdings, Inc.
  
  $
  500,000.00
  
  April 12, 2007
  
  $
  500,000.00Echomusic, LLC
  
  Ticketmaster L.L.C.
  
  $
  500,000.00
  
  June 2, 2008
  
  $
  500,000.00Emma Entertainment Holdings HK Limited
  
  Ticketmaster L.L.C.
  
  $
  400,000.00
  
  May 8, 2007
  
  $
  400,000.00  32


Obligor
  
  Obligee
  
  Initial Principal
  Amount
  
  Date of Issuance
  
  Balance as of
  6/30/2008Emma Entertainment Holdings HK Limited
  
  Ticketmaster L.L.C.
  
  $
  337,500.00
  
  September 14, 2007
  
  $
  337,500.00Reserveamerica ON Inc.
  
  Ticketmaster Canada Ltd.
  
  C$
  10,300,000.00
  
  October 12, 2006
  
  C$
  10,300,000.00Ticketmaster Canada Ltd.
  
  Reseau Admission Inc.
  
  C$
  13,200,000.00
  
  December 21, 2006
  
  C$
  13,200,000.00Karienhaus Ticketservice GmbH
  
  Ticketmaster UK Ltd
  
  
  1,500,000.00
  
  July 14, 2006
  
  
  4,500,000.00TM Deutscheland GmbH
  
  Ticketmaster UK Ltd
  
  
  300,000.00
  
  June 12, 2006
  
  
  300,000.00Rigol Grupo de Inversiones S.L.
  
  The Ticket Shop
  
  
  3,473,779.80
  
  July 24, 2006
  
  
  4,137,735.37The Ticket Shop
  
  Ticketmaster UK Ltd
  
  
  5,000,000.00
  
  November 4, 2005
  
  
  3,000,000.00Karienhaus Ticketservice GmbH
  
  Ticket Service Nederland, B.V.
  
  
  1,000,000.00
  
  December 28, 2006
  
  
  1,000,000.00Ticketmaster New Ventures II AB Holdings
  
  Ticketmaster New Ventures Finance HB
  
  SEK
  175,943,000
  
  April 28, 2004
  
  SEK
  204,825,213Rigol Grupo de Inversiones S.L.
  
  Ticket Service Nederland, B.V.
  
  
  5,000,000.00
  
  October 25, 2006
  
  
  5,000,000.00Rigol Grupo de Inversiones S.L.
  
  Ticnet AB
  
  SEK
  64,703,380
  
  May 22, 2007
  
  SEK
  64,703,380Ticketflask Ltd
  
  Ticketmaster UK Ltd
  
  ₤
  15,000,000.00
  
  January 28, 2008
  
  ₤
  15,000,000.00Rigol Grupo de Inversiones S.L.
  
  Lippupalyelu Oy
  
  
  900,000.00
  
  May 24, 2007
  
  
  900,000.00Karienhaus Ticketservice GmbH
  
  Ticketshop (NI) Limited
  
  
  1,850,000.00
  
  December 13, 2007
  
  
  1,850,000.00  33


SCHEDULE 8.03  Indebtedness  1.             Capital Leases (including any and all guaranties given
in connection therewith):  Entity
  
  Lessor
  
  Date of Lease
  
  Balance as of 6/30/2008TicketsNow.com, Inc.
  
  Cisco Systems-Telephone
  
  11/30/2006
  
  $
  98,210.00TicketsNow.com, Inc.
  
  Cisco Systems-Telephone
  
  1/1/2005
  
  30,696.11TicketsNow.com, Inc.
  
  Hewlett Packard-computer hardware
  
  2006
  
  406,746.98Paciolan, Inc.
  
  IBM
  
  06/02/06
  
  1,760.12Paciolan, Inc.
  
  IBM
  
  05/31/06
  
  4,526.85Paciolan, Inc.
  
  Dell Financial
  
  06/29/06
  
  5,910.75Paciolan, Inc.
  
  Mac Arthur Bus Credit
  
  03/01/05
  
  6,952.36Paciolan, Inc.
  
  IBM
  
  08/14/06
  
  6,784.56Paciolan, Inc.
  
  IBM
  
  02/27/06
  
  4,739.86Paciolan, Inc.
  
  Standard Prof Services
  
  10/01/05
  
  3,550.03Paciolan, Inc.
  
  Konica-Minolta
  
  09/01/06
  
  19,979.23Paciolan, Inc.
  
  Citi Capital
  
  03/08/05
  
  17,482.06Paciolan, Inc.
  
  Dell Financial
  
  12/06/06
  
  19,397.78Paciolan, Inc.
  
  IBM
  
  08/12/06
  
  16,122.76Paciolan, Inc.
  
  IBM
  
  02/23/06
  
  11,417.51Paciolan, Inc.
  
  Standard Prof Services
  
  03/17/06
  
  16,942.67Paciolan, Inc.
  
  IBM
  
  09/29/06
  
  17,755.40Paciolan, Inc.
  
  IBM
  
  10/02/06
  
  22,818.41Paciolan, Inc.
  
  Citicorp/Arlington
  
  02/07/06
  
  16,912.37Paciolan, Inc.
  
  IBM
  
  11/29/06
  
  33,519.76Paciolan, Inc.
  
  Cisco Systems
  
  10/18/06
  
  48,893.74Paciolan, Inc.
  
  IBM
  
  11/29/06
  
  43,171.11Paciolan, Inc.
  
  CitiTech
  
  05/22/06
  
  49,601.61Paciolan, Inc.
  
  IBM
  
  06/01/06
  
  209,023.94Paciolan, Inc.
  
  IBM
  
  12/21/06
  
  475,592.77Paciolan, Inc.
  
  IBM
  
  01/11/07
  
  24,345.67Paciolan, Inc.
  
  IBM
  
  04/01/07
  
  23,716.11Paciolan, Inc.
  
  IBM
  
  04/01/07
  
  38,740.35Paciolan, Inc.
  
  Cisco Systems
  
  02/28/07
  
  97,210.08Paciolan, Inc.
  
  Dell Financial
  
  03/07/07
  
  22,488.84Paciolan, Inc.
  
  IBM
  
  05/31/07
  
  85,659.48  34


Entity
  
  Lessor
  
  Date of Lease
  
  Balance as of 6/30/2008Paciolan, Inc.
  
  Dell Financial
  
  07/05/07
  
  5,680.02Paciolan, Inc.
  
  IBM
  
  06/30/07
  
  239,042.74Paciolan, Inc.
  
  IBM
  
  10/11/07
  
  129,179.15Paciolan, Inc.
  
  IBM
  
  10/30/07
  
  28,002.71Paciolan, Inc.
  
  Dell Financial
  
  10/25/07
  
  52,837.87Paciolan, Inc.
  
  IBM
  
  10/19/07
  
  39,306.95Paciolan, Inc.
  
  IBM
  
  10/18/07
  
  12,807.45Paciolan, Inc.
  
  IBM
  
  10/26/07
  
  30,499.32Paciolan, Inc.
  
  IBM
  
  10/18/07
  
  22,102.38Paciolan, Inc.
  
  IBM
  
  11/09/07
  
  26,249.74Paciolan, Inc.
  
  IBM
  
  11/05/07
  
  15,570.34Paciolan, Inc.
  
  IBM
  
  12/21/07
  
  1,346,763.11Paciolan, Inc.
  
  Cisco Systems
  
  02/06/08
  
  83,004.77  2.             Intercompany Indebtedness  Obligor
  
  Obligee
  
  Initial Principal
  Amount
  
  Date of Issuance
  
  Balance as of
  6/30/2008Biletix Bilet Basim Dagitim ve TIC AS
  
  Ticketmaster New Ventures Holdings, Inc.
  
  $
  4,300,000.00
  
  May 25, 2007
  
  $
  4,300,000.00Biletix Bilet Basim Dagitim ve TIC AS
  
  Ticketmaster New Ventures Holdings, Inc.
  
  $
  4,000,000.00
  
  January 2, 2008
  
  $
  4,000,000.00Emma Entertainment Holdings HK Limited
  
  Ticketmaster L.L.C.
  
  $
  965,833.16
  
  April 10, 2008
  
  $
  965,833.16Emma Entertainment Holdings HK Limited
  
  Ticketmaster L.L.C.
  
  $
  937,500.00
  
  December 17, 2007
  
  $
  937,500.00Paciolan, Inc.
  
  Ticketmaster New Ventures Holdings, Inc.
  
  $
  804,288.89
  
  February 8, 2008
  
  $
  804,288.89Emma Entertainment Holdings HK Limited
  
  Ticketmaster New Ventures Holdings, Inc.
  
  $
  500,000.00
  
  April 12, 2007
  
  $
  500,000.00Echomusic, LLC
  
  Ticketmaster L.L.C.
  
  $
  500,000.00
  
  June 2, 2008
  
  $
  500,000.00Emma Entertainment Holdings HK Limited
  
  Ticketmaster L.L.C.
  
  $
  400,000.00
  
  May 8, 2007
  
  $
  400,000.00Emma Entertainment Holdings HK Limited
  
  Ticketmaster L.L.C.
  
  $
  337,500.00
  
  September 14, 2007
  
  $
  337,500.00Ticketmaster Canada Ltd.
  
  Reseau Admission Inc.
  
  C$
  13,200,000.00
  
  December 21, 2006
  
  C$
  13,200,000.00Karienhaus Ticketservice GmbH
  
  Ticketmaster UK Ltd
  
  
  1,500,000.00
  
  July 14, 2006
  
  
  4,500,000.00TM Deutscheland GmbH
  
  Ticketmaster UK Ltd
  
  
  300,000.00
  
  June 12, 2006
  
  
  300,000.00Rigol Grupo de Inversiones S.L.
  
  The Ticket Shop
  
  
  3,473,779.80
  
  July 24, 2006
  
  
  4,137,735.37The Ticket Shop
  
  Ticketmaster UK Ltd
  
  
  5,000,000.00
  
  November 4, 2005
  
  
  3,000,000.00Karienhaus Ticketservice GmbH
  
  Ticket Service Nederland, B.V.
  
  
  1,000,000.00
  
  December 28, 2006
  
  
  1,000,000.00  35


Obligor
  
  Obligee
  
  Initial Principal
  Amount
  
  Date of Issuance
  
  Balance as of
  6/30/2008Ticketmaster New Ventures II AB Holdings
  
  Ticketmaster New Ventures Finance HB
  
  SEK
  175,943,000
  
  April 28, 2004
  
  SEK
  204,825,213Rigol Grupo de Inversiones S.L.
  
  Ticket Service Nederland, B.V.
  
  
  5,000,000.00
  
  October 25, 2006
  
  
  5,000,000.00Rigol Grupo de Inversiones S.L.
  
  Ticnet AB
  
  SEK
  64,703,380
  
  May 22, 2007
  
  SEK
  64,703,380Ticketflask Ltd
  
  Ticketmaster UK Ltd
  
  ₤
  15,000,000.00
  
  January 28, 2008
  
  ₤
  15,000,000.00Rigol Grupo de Inversiones S.L.
  
  Lippupalyelu Oy
  
  
  900,000.00
  
  May 24, 2007
  
  
  900,000.00Karienhaus Ticketservice GmbH
  
  Ticketshop (NI) Limited
  
  
  1,850,000.00
  
  December 13, 2007
  
  
  1,850,000.00  36


SCHEDULE
11.02  Notice
Information  Ticketmaster 8800 W. Sunset Blvd. West Hollywood, CA 90069 Attn:     Brian Regan Chief
Financial Officer Phone: 
310-360-3355 Fax: 
310-360-3383 Email: 
brian.regan@ticketmaster.com www.ticketmaster.com  With a copy to:  Ticketmaster 8800 W. Sunset Blvd. West Hollywood, CA 90069 Attn:     Ed Weiss General Counsel Phone: 
310-360-2355 Fax:  310-360-3373 Email:  ed.weiss@ticketmaster.com www.ticketmaster.com  37


Address:  JPMorgan Chase Bank, N.A. 270 Park Avenue, 4th Floor New York, New York 10017 Attention: Mr. Peter Thauer Telephone No.: (212) 270-6289 Telecopy No.: (212) 270-4585  with copies to:  JPMorgan Chase Bank, N.A. Loan and Agency Services Group 1111 Fannin, 10th Floor Houston, Texas 77002-6925 Attention: Talitha Bernard Telephone No.: (713) 750-6190 Telecopy No.: (713) 750-2878  and, for notices requesting alternate currency
denominated in Euro and Sterling:  J.P. Morgan Europe Limited 125 London Wall London, EC2Y 5AJ, United Kingdom Attention: Agency - 9th Floor Telephone No.: 44-207-777-2352 Telecopy No.: 44-207-777-2360  38


EXHIBIT 1.01A  FORM OF
PLEDGE AGREEMENT  THIS
PLEDGE AGREEMENT (this Pledge Agreement) dated as of [       ], 2008, is by the Credit Parties,
identified as Pledgors on the signature pages hereto and such
other parties as may become Pledgors hereunder after the date hereof
(individually a Pledgor, and collectively the Pledgors) and
JPMORGAN CHASE BANK, N.A., as Collateral Agent (the Collateral Agent).  W
I T N E S S E T H  WHEREAS,
a credit facility has been established in favor of TICKETMASTER, a Delaware
corporation (the Borrower), pursuant to the terms of that certain
Credit Agreement dated as of July 25, 2008 (as amended, increased,
extended, renewed, supplemented or otherwise modified from time to time, the Credit
Agreement) among the Borrower, the Guarantors identified therein, the
Lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent
and Collateral Agent; and  WHEREAS,
it is a condition precedent to the obligations of each Lender to make its initial
Credit Extensions under the Credit Agreement that the Borrower and the other
Pledgors shall have executed and delivered this Pledge Agreement to the
Collateral Agent for the benefit of the holders of the Obligations.  NOW,
THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows, effective upon the earlier of (a) consummation of
the Spin-Off and (b) the date that is five (5) Business Days following
the date hereof:  1.Definitions and Interpretive Provisions.  (a)Definitions.  Capitalized terms used and not otherwise
defined herein shall have the meanings provided in the Credit Agreement.  In addition, the following terms, which are defined
in the UCC, are used herein as so defined: 
Accession, Financial Asset, Proceeds and Security. As used herein:  Credit
Agreement has the meaning provided in the recitals hereto.  Pledge
Agreement has the meaning provided in the recitals hereto, as the same may
be amended or modified from time to time.  Pledged
Collateral has the meaning provided in Section 2 hereof.  1


Pledged
Shares has the meaning provided in Section 2 hereof.  Pledgors
has the meaning provided in the recitals hereto, together with their respective
successors and assigns.  Securities
Act means the Securities Act of 1933, as amended.  UCC
means the Uniform Commercial Code as in effect in the State of New York from
time to time; provided, however, that, at any time, if by reason
of mandatory provisions of law, any or all of the perfection or priority of the
Collateral Agents and the holders of the Obligations security interest in any
item or portion of the Pledged Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, the term UCC
shall mean the Uniform Commercial Code as in effect, at such time, in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or priority and for purposes of definitions relating to such provisions.  (b)Interpretive Provisions, etc.  Each of the terms and provisions of Section 1.02
of the Credit Agreement (in each case as the same may be amended or modified as
provided therein) are incorporated herein by reference to the same extent and
with the same effect as if fully set forth herein.  2.Pledge and Grant of Security Interest.  To secure the
prompt payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Obligations, each
Pledgor hereby grants, pledges and assigns to the Collateral Agent, for the
benefit of the holders of the Obligations, a continuing security interest in,
and a right to set-off against, any and all right, title and interest of such
Pledgor in and to the following, whether now owned or existing or owned,
acquired, or arising hereafter (collectively, the Pledged Collateral):  (a)Pledged
Shares.  (i) One hundred percent (100%) of the
issued and outstanding Capital Stock owned by such Pledgor of each Domestic
Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five
percent (65%) (or if less, the full amount owned by such Pledgor)of each classof
the issued and outstanding Capital Stock owned by such Pledgor of each
First-Tier Foreign Subsidiary set forth on Schedule 2(a) attached hereto,
in each case together with the certificates (or other agreements or
instruments), if any, representing such Capital Stock, and all options and
other rights, contractual or otherwise, with respect thereto (collectively,
together with the Capital Stock described in Section 2(b) and 2(c) below,
the Pledged Shares), including the following:  (i)all shares,
securities, membership interests or other equity interests representing a
dividend on any of the Pledged Shares, or representing a distribution or return
of capital upon or in respect of the Pledged Shares, or resulting from a stock
split, revision, reclassification or other exchange therefor,  2


and
any subscriptions, warrants, rights or options issued to the holder of, or
otherwise in respect of, the Pledged Shares; and  (ii)without
affecting the obligations of the Pledgors under any provision prohibiting such
action hereunder or under the Credit Agreement, in the event of any
consolidation or merger involving the issuer of any Pledged Shares and in which
such issuer is not the surviving entity, all Capital Stock of the successor
entity formed by or resulting from such consolidation or merger.  (b)Additional
Shares.  Following the date hereof, with respect to
the formation, acquisition or other receipt of such interests in any Subsidiary
(i) one hundred percent (100%) of the issued and outstanding Capital Stock
of each such Domestic Subsidiary and (ii) Capital Stock representing
sixty-five percent (65%) (or if less, the full amount owned by such Pledgor)of each classof
the issued and outstanding Capital Stock of each such First-Tier Foreign Subsidiary.  (c)Accessions
and Proceeds.  All Accessions and all Proceeds of any and
all of the foregoing.  Notwithstanding anything to the contrary contained herein, the security
interests granted under this Pledge Agreement shall not extend to, and the Pledged
Collateral and the Pledged Shares shall not include, (i) Excluded
Property and (ii) any Capital Stock of a Foreign Subsidiary (A) that
is not Capital Stock of a First-Tier Foreign Subsidiary or (B) that is
Capital Stock of a First-Tier Foreign Subsidiary for so long as the granting,
pledging or assigning of such Capital Stock is prohibited by applicable law.  Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that a Pledgor may from time to time
hereafter deliver additional Capital Stock to the Collateral Agent as
collateral security for the Obligations. 
Upon delivery to the Collateral Agent, such additional Capital Stock
shall be deemed to be part of the Pledged Collateral of such Pledgor and shall
be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is
amended to refer to such additional Capital Stock.  3.Security for Obligations.  The security interest created hereby in the
Pledged Collateral of each Pledgor constitutes continuing collateral security
for all of the Obligations.  4.Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:  (a)Such
Pledgor shall deliver to the Collateral Agent (i) simultaneously with or
prior to the execution and delivery of this Pledge Agreement to the extent
reasonably practical and otherwise within such timeframe following the date
hereof as the Administrative Agent shall agree, all certificates representing
the Pledged Shares of such Pledgor and (ii) within thirty (30) days (or up
to ten (10) (or twenty (20) in the case of a pledge of Capital Stock of a
Foreign Subsidiary) days later if the Administrative Agent or  3


Collateral Agent, each in its sole
discretion, shall agree thereto in writing) of the receipt thereof by or on
behalf of a Pledgor, all other certificates and instruments constituting
Pledged Collateral of a Pledgor.  Prior
to delivery to the Collateral Agent, all such certificates and instruments constituting
Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the
benefit of the Collateral Agent and the holders of the Obligations pursuant
hereto.  All such certificates shall be
delivered in suitable form for transfer by delivery or shall be accompanied by
duly executed instruments of transfer or assignment in blank, in form
reasonably acceptable to the Collateral Agent.  (b)Additional
Securities.  If such Pledgor shall receive by virtue of
its being or having been the owner of any Pledged Collateral, any (i) certificate,
including any certificate representing a dividend or distribution in connection
with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares or other equity interests,
stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option
or right, whether as an addition to, substitution for, or an exchange for, any
Pledged Collateral or otherwise; (iii) dividends payable in securities; or
(iv) distributions of securities in connection with a partial or total
liquidation, dissolution or reduction of capital, capital surplus or paid-in
surplus, then such Pledgor shall receive such certificate, instrument, option,
right or distribution in trust for the benefit of the Collateral Agent and the
holders of the Obligations, shall, if reasonably possible, segregate it from
such Pledgors other property and shall deliver it within forty-five (45) days
(or such later date as the Administrative Agent, in its sole discretion, shall
agree to in writing) of receipt to the Collateral Agent in the exact form
received together with any necessary endorsement and/or appropriate stock power
duly executed in blank, in form reasonably acceptable to the Collateral Agent,
to be held by the Collateral Agent as Pledged Collateral and as further
collateral security for the Obligations.  (c)Financing
Statements.  Each Pledgor authorizes the
Collateral Agent to prepare and file such UCC or other applicable financing statements
as may be reasonably requested by the Collateral Agent in order to perfect and
protect the security interest created hereby in the Pledged Collateral of such
Pledgor.  5.Representations and Warranties.  Each Pledgor hereby
represents and warrants to the Collateral Agent, for the benefit of the
Collateral Agent and the holders of the Obligations, that:  (a)Authorization
of Pledged Shares.  The Pledged Shares are duly authorized and
validly issued, are fully paid and nonassessable and are not subject to the
preemptive rights of any Person.  (b)Title.  Each Pledgor is the
legal and beneficial owner of the Pledged Collateral of such Pledgor and will
at all times, except as otherwise permitted by the Credit Agreement, be the
legal and beneficial owner of such Pledged Collateral free and clear of any
Lien, other than Permitted Liens.  There
exists no adverse claim within the meaning of Section 8-102 of the UCC
with respect to the Pledged Shares of such Pledgor.  4


(c)Exercising
of Rights.  Other than as set forth in the Credit
Agreement or the schedules thereto, and except for restrictions and limitations
imposed by the Credit Documents or securities laws generally or otherwise
permitted to exist pursuant to the terms of the Credit Agreement, none of the
Pledged Collateral is or will be subject to any option, right of first refusal,
shareholders agreement, charter or by-law provisions or contractual restriction
of any nature that might prohibit, impair, delay or otherwise affect the pledge
of such Pledged Collateral hereunder, the sale or disposition thereof pursuant
hereto or the exercise by the Collateral Agent of rights and remedies
hereunder.  (d)Pledgors
Authority.  No authorization, approval or action by, and
no notice or filing with any Governmental Authority or with the issuer of any
Pledged Shares is required either for the pledge made by a Pledgor or for the
granting of the security interest by a Pledgor pursuant to this Pledge
Agreement (except as have been already obtained or made).  (e)Security
Interest/Priority.  This Pledge Agreement creates a valid
security interest in favor of the Collateral Agent for the benefit of the
holders of the Obligations, in the Pledged Collateral.  The delivery to the Collateral Agent of certificates
evidencing the Pledged Collateral, together with duly executed stock powers in
respect thereof, will perfect and establish the first priority of the
Collateral Agents security interest in any certificated Pledged Collateral
that constitutes a Security, subject to Permitted Liens.  The filing of appropriate UCC financing
statements in the appropriate filing offices in the jurisdiction of
organization of the applicable Pledgor or obtaining control over such interests
in accordance with the provisions of Section 8-106 of the UCC will perfect
and establish the first priority (subject to Permitted Liens) of the Collateral
Agents security interest in any uncertificated Pledged Collateral that
constitutes a Security.  The filing of
appropriate UCC financing statements in the appropriate filing offices in the
jurisdiction of organization of the applicable Pledgor will perfect and
establish the first priority (subject to Permitted Liens) of the Collateral
Agents security interest in any Pledged Collateral that does not constitute a
Security.  Except as set forth in this
subsection (e), no action is necessary to perfect the security interests
granted by the Pledgors under this Pledge Agreement.  (f)Partnership
and Membership Interests.  As of the date hereof, except as previously
disclosed to the Collateral Agent, none of the Pledged Shares consisting of
partnership or limited liability company interests (i) is dealt in or
traded on a securities exchange or in a securities market, (ii) by its
terms expressly provides that it is a security governed by Article 8 of
the UCC, (iii) is an investment company security or (iv) is held in a
securities account.  6.Covenants.  Each Pledgor hereby covenants that such
Pledgor shall:  (a)Defense
of Title.  Warrant and defend title to and ownership of
the Pledged Collateral of such Pledgor at its own expense against the claims
and demands of all other parties claiming an interest therein, keep the Pledged
Collateral free from all  5


Liens, except for Permitted Liens, and
not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged
Collateral of such Pledgor or any interest therein, except as permitted under
the Credit Agreement and the other Credit Documents.  (b)Further
Assurances.  Promptly execute and deliver at its expense
all further instruments and documents and take all further action that the
Collateral Agent may reasonably request in order to (i) perfect and
protect the security interest created hereby in the Pledged Collateral of such
Pledgor (including any and all action necessary to satisfy the Collateral Agent
that the Collateral Agent has obtained a perfected security interest in all
Pledged Collateral with the priority required under the Credit Agreement and
the other Credit Documents); (ii) enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder in respect of the Pledged
Collateral of such Pledgor; and (iii) otherwise effect the purposes of
this Pledge Agreement, including, if requested by the Collateral Agent after
the occurrence and during the continuation of an Event of Default, delivering
to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral
of such Pledgor.  (c)Issuance
or Acquisition of Capital Stock.  If such Pledgor shall issue or acquire any
Capital Stock consisting of an interest in a partnership or a limited liability
company that (i) is dealt in or traded on a securities exchange or in a
securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the
UCC, (iii) is an investment company security, (iv) is held in a
securities account or (v) constitutes a Security or a Financial Asset, in
each case, such Pledgor shall notify the Collateral Agent within thirty
(30) days (or such later date as the Collateral Agent, in its sole discretion,
shall agree to in writing) of such issuance or acquisition and execute and
deliver, or use its commercially reasonable efforts to cause to be executed and
delivered, to the Collateral Agent such agreements, documents and instruments
as the Collateral Agent may reasonably require to effectuate the purposes of
this Pledge Agreement.  7.Advances and Performance by Holders of the Obligations.  After the
occurrence and during the continuation of an Event of Default, on failure of
any Pledgor to perform any of the covenants and agreements contained herein,
the Collateral Agent may, at its sole option and in its sole discretion, perform
the same and in so doing may expend such sums as the Collateral Agent may
reasonably deem advisable in the performance thereof, including the payment of
any insurance premiums, the payment of any taxes, a payment to obtain a release
of a Lien or potential Lien, expenditures made in defending against any adverse
claim and all other expenditures that the Collateral Agent may make for the
protection of the security hereof or may be compelled to make by operation of
law.  All such sums and amounts so expended
shall be repayable by the Pledgors on a joint and several basis (subject to Section 26
hereof) promptly upon timely notice thereof and demand therefor, shall
constitute additional Obligations and shall bear interest from the date said
amounts are expended at the Default Rate for Revolving Loans that are Base Rate
Loans.  No such performance of any
covenant or agreement by the Collateral Agent on behalf of any Pledgor, and no
such advance or expenditure therefor, shall relieve the Pledgors of any default
under the terms of this Pledge Agreement or the other Credit Documents.  6


The Collateral Agent may make any
payment hereby authorized in accordance with any bill, statement or estimate
procured from the appropriate public office or holder of the claim to be
discharged without inquiry into the accuracy of such bill, statement or
estimate or into the validity of any tax assessment, sale, forfeiture, tax
lien, title or claim except to the extent such payment is being contested in
good faith by a Pledgor in appropriate proceedings and against which adequate
reserves are being maintained in accordance with GAAP.  8.Remedies.  (a)General Remedies.  Upon the occurrence of an Event of Default
and during the continuation thereof, the Collateral Agent shall have, in
addition to the rights and remedies provided herein, in the Credit Documents,
or by law (including levy of attachment and garnishment), the rights and
remedies of a secured party under the UCC of the jurisdiction applicable to the
affected Pledged Collateral.  (b)Sale of Pledged Collateral.  Upon the occurrence of an Event of Default
and during the continuation thereof, without limiting the generality of this Section 8
and without notice, the Collateral Agent may, in its sole discretion, sell or
otherwise dispose of or realize upon the Pledged Collateral, or any part
thereof, in one or more parcels, at public or private sale, at any exchange or
brokers board or elsewhere, at such price or prices and on such other terms as
the Collateral Agent may deem commercially reasonable, for cash, credit or for
future delivery or otherwise in accordance with applicable law.  To the extent permitted by law, any holder of
the Obligations may in such event, bid for the purchase of such securities.  Each Pledgor agrees that, to the extent
notice of sale shall be required by law and has not been waived by such
Pledgor, any requirement of reasonable notice shall be met if notice, specifying
the place of any public sale or the time after which any private sale is to be
made, is personally served on or mailed, postage prepaid, to such Pledgor in
accordance with the notice provisions of Section 11.02 of the Credit
Agreement at least ten (10) days before the time of such sale.  The Collateral Agent shall not be obligated
to make any sale of Pledged Collateral of such Pledgor regardless of notice of
sale having been given.  The Collateral
Agent may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned.  (c)Private Sale.  Upon the occurrence of an Event of Default
and during the continuation thereof, the Pledgors recognize that the Collateral
Agent may deem it impracticable to effect a public sale of all or any part of
the Pledged Shares or any of the securities constituting Pledged Collateral and
that the Collateral Agent may, therefore, determine to make one or more private
sales of any such Pledged Collateral to a restricted group of purchasers who
will be obligated to agree, among other things, to acquire such Pledged
Collateral for their own account, for investment and not with a view to the
distribution or resale thereof.  Each
Pledgor acknowledges that any such private sale may be at prices and on terms
less favorable to the seller than the prices and other terms that might have
been obtained at a public sale and, notwithstanding the foregoing, agrees that
such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Collateral Agent shall have no obligation to  7


delay
sale of any such Pledged Collateral for the period of time necessary to permit
the issuer of such Pledged Collateral to register such Pledged Collateral for
public sale under the Securities Act. 
Each Pledgor further acknowledges and agrees that any offer to sell such
Pledged Collateral that has been (i) publicly advertised on a bona fide
basis in a newspaper or other publication of general circulation in the
financial community of New York, New York (to the extent that such offer may be
advertised without prior registration under the Securities Act), or (ii) made
privately in the manner described above shall be deemed to involve a public
sale under the UCC, notwithstanding that such sale may not constitute a public
offering under the Securities Act, and the Collateral Agent may, in such
event, bid for the purchase of such Pledged Collateral.  (d)Retention of Pledged Collateral.  To the extent
permitted under applicable law, in addition to the rights and remedies
hereunder, upon the occurrence of an Event of Default and during the continuation
thereof, the Collateral Agent may, after providing the notices required by
Sections 9-620 and 9-621 of the UCC or otherwise complying with the
requirements of applicable law of the relevant jurisdiction, accept or retain
all or any portion of the Pledged Collateral in satisfaction of the
Obligations.  Unless and until the
Collateral Agent shall have provided such notices, however, the Collateral
Agent shall not be deemed to have accepted or retained any Pledged Collateral
in satisfaction of any Obligations for any reason.  (e)Deficiency.  In the event that the proceeds of any sale,
collection or realization are insufficient to pay all amounts to which the
Collateral Agent or the holders of the Obligations are legally entitled, the
Pledgors shall be jointly and severally liable for the deficiency (subject to Section 26
hereof), together with interest thereon at the Default Rate for Revolving Loans
that are Base Rate Loans, together with reasonable costs of collection and
reasonable attorneys fees and disbursements. 
Any surplus remaining after the full payment and satisfaction of the
Obligations shall be returned to the Pledgors or to whomsoever a court of
competent jurisdiction shall determine to be entitled thereto.  9.Rights of the Collateral Agent.  (a)Power of Attorney.  In addition to other powers of attorney contained
herein, each Pledgor hereby designates and appoints the Collateral Agent, on
behalf of the holders of the Obligations, and each of its designees or agents,
as attorney-in-fact of such Pledgor, irrevocably and with power of
substitution, with authority to take any or all of the following actions upon
the occurrence and during the continuation of an Event of Default:  (i)to demand,
collect, settle, compromise and adjust, and give discharges and releases
concerning the Pledged Collateral, all as the Collateral Agent may reasonably
deem appropriate;  (ii)to commence and
prosecute any actions at any court for the purposes of collecting any of the
Pledged Collateral and enforcing any other right in respect thereof;  8


(iii)to defend,
settle or compromise any action brought and, in connection therewith, give such
discharge or release as the Collateral Agent may reasonably deem appropriate;  (iv)to pay or
discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against the Pledged Collateral;  (v)to direct any
parties liable for any payment in connection with any of the Pledged Collateral
to make payment of any and all monies due and to become due thereunder directly
to the Collateral Agent or as the Collateral Agent shall direct;  (vi)to receive
payment of and receipt for any and all monies, claims, and other amounts due
and to become due at any time in respect of or arising out of any Pledged
Collateral;  (vii)to sign and
endorse any drafts, assignments, proxies, stock powers, verifications, notices
and other documents relating to the Pledged Collateral;  (viii)to execute and
deliver all assignments, conveyances, statements, financing statements, renewal
financing statements, security and pledge agreements, affidavits, notices and
other agreements, instruments and documents that the Collateral Agent may
reasonably deem appropriate in order to perfect and maintain the security interests
and liens granted in this Pledge Agreement and in order to fully consummate all
of the transactions contemplated therein;  (ix)to exchange any
of the Pledged Collateral or other property upon any merger, consolidation,
reorganization, recapitalization or other readjustment of the issuer thereof
and, in connection therewith, deposit any of the Pledged Collateral with any committee,
depository, transfer agent, registrar or other designated agency upon such
terms as the Collateral Agent may reasonably deem appropriate;  (x)to vote for a
shareholder resolution, or to sign an instrument in writing, sanctioning the
transfer of any or all of the Pledged Collateral into the name of the Collateral
Agent or one or more of the holders of the Obligations or into the name of any
transferee to whom the Pledged Collateral or any part thereof may be sold
pursuant to Section 8 hereof; and  (xi)to do and
perform all such other acts and things as the Collateral Agent may reasonably
deem appropriate or convenient in connection with the Pledged Collateral.  This
power of attorney is a power coupled with an interest and shall be irrevocable
for so long as any of the Obligations shall remain outstanding and until all of
the commitments relating thereto shall have been terminated.  The Collateral Agent shall be under no duty
to exercise or withhold the exercise of any of the rights, powers, privileges
and options expressly or implicitly  9


granted to the Collateral Agent in this Pledge
Agreement, and shall not be liable for any failure to do so or any delay in
doing so.  The Collateral Agent shall not
be liable for any act or omission or for any error of judgment or any mistake
of fact or law in its individual capacity or its capacity as attorney-in-fact
except acts or omissions resulting from its gross negligence or willful
misconduct.  This power of attorney is
conferred on the Collateral Agent solely to protect, preserve and realize upon
its security interest in the Pledged Collateral.  (b)Assignment by the Collateral Agent.  The Collateral
Agent may from time to time assign the Obligations and any portion thereof
and/or the Pledged Collateral and any portion thereof in connection with its
resignation as Collateral Agent pursuant to Article X of the Credit
Agreement, and the assignee shall be entitled to all of the rights and remedies
of the Collateral Agent under this Pledge Agreement in relation thereto.  (c)The Collateral Agents Duty of Care.  Other than the
exercise of reasonable care to assure the safe custody of the Pledged
Collateral while being held by the Collateral Agent hereunder, the Collateral
Agent shall have no duty or liability to preserve rights pertaining thereto, it
being understood and agreed that the Pledgors shall be responsible for preservation
of all rights in the Pledged Collateral, and the Collateral Agent shall be
relieved of all responsibility for the Pledged Collateral upon surrendering it
or tendering the surrender of it to the Pledgors.  The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if such Pledged Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own
property, which shall be no less than the treatment employed by a reasonable
and prudent agent in the industry, it being understood that the Collateral
Agent shall not have responsibility for (i) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relating to any Pledged Collateral, whether or not the Collateral Agent
has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any of
the Pledged Collateral.  (d)Voting Rights in Respect of the Pledged Collateral.  (i)So long as no Event of
Default shall have occurred and be continuing, to the extent permitted by law,
each Pledgor may exercise any and all voting and other consensual rights pertaining
to the Pledged Collateral of such Pledgor or any part thereof for any purpose
not inconsistent with the terms of this Pledge Agreement or the Credit
Agreement; and  (ii)Upon the occurrence and
during the continuance of an Event of Default and following delivery to such
Pledgor by the Collateral Agent of notice of its intent to exercise such
rights, all rights of a Pledgor to exercise the voting and other consensual
rights that it would otherwise be entitled to exercise pursuant to clause (i) of
this subsection shall cease and all such rights shall thereupon become vested
in the Collateral Agent, which shall then have the sole right to exercise such
voting and other consensual rights.  10


(e)Dividend Rights in Respect of the Pledged Collateral.  (i)So long as no Event of
Default shall have occurred and be continuing and subject to Section 4(b) hereof,
each Pledgor may receive and retain any and all dividends (other than stock
dividends and other dividends constituting Pledged Collateral addressed herein)
or interest paid in respect of the Pledged Collateral to the extent they are
allowed under the Credit Agreement.  (ii)Upon the occurrence and
during the continuance of an Event of Default and following delivery to such
Pledgor by the Collateral Agent of notice of its intent to exercise such
rights:  (A)all rights of a Pledgor to
receive the dividends and interest payments that it would otherwise be
authorized to receive and retain pursuant to clause (i) of this subsection
shall cease and all such rights shall thereupon be vested in the Collateral
Agent, which shall then have the sole right to receive and hold as Pledged
Collateral such dividends and interest payments; and  (B)all dividends and interest
payments that are received by a Pledgor contrary to the provisions of clause (A) of
this subsection shall be received in trust for the benefit of the Collateral
Agent and the holders of the Obligations, shall be segregated from other
property or funds of such Pledgor, and shall be forthwith paid over to the
Collateral Agent as Pledged Collateral in the exact form received, to be held
by the Collateral Agent as Pledged Collateral and as further collateral
security for the Obligations.  10.Rights of Required Lenders.  All rights of the Collateral Agent hereunder,
if not exercised by the Collateral Agent, may be exercised by the Required
Lenders.  11.Application of Proceeds.  Upon the occurrence and during the
continuation of an Event of Default, any payments in respect of the Obligations
and any proceeds of the Pledged Collateral, when received by the Collateral
Agent or any of the holders of the Obligations in cash or its equivalent, will
be applied in reduction of the Obligations in the order set forth in the Credit
Agreement, and each Pledgor irrevocably waives the right to direct the
application of such payments and proceeds and acknowledges and agrees that the
Collateral Agent shall have the continuing and exclusive right to apply and reapply
any and all such payments and proceeds in the Collateral Agents sole
discretion, notwithstanding any entry to the contrary upon any of its books and
records.  12.Release of Pledged Collateral.  Upon request, the Collateral Agent shall promptly
deliver to the applicable Pledgor (at the Pledgors expense) appropriate
release documentation to the extent the release of Pledged Collateral is
permitted under, and on the terms and conditions set forth in, the Credit
Agreement (including without limitation upon any permitted Disposition of such
Collateral); provided that any such release, or the substitution of any
of the Pledged Collateral for other Collateral, will not alter, vary or
diminish in any way the force, effect, lien, pledge or security interest of
this Pledge Agreement as to any and all Pledged Collateral not  11


expressly released or substituted, and
this Pledge Agreement shall continue as a first priority lien (subject to
Permitted Liens) on any and all Pledged Collateral not expressly released or
substituted.  13.Costs
and Expenses.  At all times hereafter, whether or not upon
the occurrence of an Event of Default, the Pledgors agree to promptly pay upon
demand any and all reasonable costs and expenses (including reasonable
attorneys fees and disbursements) of the Collateral Agent and the holders of
the Obligations to the extent required under Section 11.04 of the Credit
Agreement.  All of the foregoing costs
and expenses shall constitute Obligations hereunder.  14.Continuing
Agreement.  (a)This Pledge Agreement shall be a continuing agreement in
every respect and shall remain in full force and effect until the termination
of the Aggregate Commitments and payment in full of all Obligations (other than
(A) contingent indemnification obligations not then due and payable and (B) obligations
and liabilities under Swap Contracts and Treasury Management Agreements not
then due and payable) and the expiration or termination of all Letters of
Credit (or if any Letters of Credit shall remain outstanding, upon the (x) the
cash collateralization of the Outstanding Amount of Letters of Credit on terms
satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt
by the L/C Issuer of a backstop letter of credit on terms satisfactory to the
Administrative Agent and L/C Issuer). 
Upon such payment and termination and termination (or other satisfaction)
of all Letters of Credit, this Pledge Agreement shall be automatically
terminated and the Collateral Agent shall, upon the request and at the expense
of the Pledgors, forthwith release all of its liens and security interests
hereunder and shall execute and deliver all UCC termination statements and/or
other documents reasonably requested by the Pledgors evidencing such
termination.  Notwithstanding the
foregoing, all indemnities provided hereunder shall survive termination of this
Pledge Agreement.  (b)This Pledge Agreement shall continue to be effective or be
automatically reinstated, as the case may be, if at any time payment, in whole
or in part, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Collateral Agent or any holder of the Obligations
as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency
or similar law, all as though such payment had not been made; provided that in
the event payment of all or any part of the Obligations is rescinded or must be
restored or returned, all reasonable costs and expenses (including reasonable
attorneys fees and disbursements) incurred by the Collateral Agent or any
holder of the Obligations in defending and enforcing such reinstatement shall
be deemed to be included as a part of the Obligations.  15.Amendments
and Waivers.  This Pledge Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated
except by written agreement of (a) the Pledgors and (b) the
Collateral Agent (with the consent or at the direction of the Required Lenders
under the Credit Agreement to the extent required thereunder).  16.Successors
in Interest.  This Pledge Agreement shall create a continuing
security interest in the Collateral and shall be binding upon each Pledgor, its
successors and assigns, and  12


shall inure, together with the rights
and remedies of the Collateral Agent and the holders of the Obligations
hereunder, to the benefit of the Collateral Agent and the holders of the
Obligations and their successors and permitted assigns; provided, however, that
none of the Pledgors may assign its rights or delegate its duties hereunder without
the prior written consent of the Required Lenders under the Credit Agreement
(other than in connection with a transaction permitted by Section 8.04 of
the Credit Agreement).  17.Notices.  All notices
required or permitted to be given under this Pledge Agreement shall be given as
provided in Section 11.02 of the Credit Agreement.  18.Counterparts.  This Pledge
Agreement may be executed in any number of counterparts, each of which where so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument.  It shall
not be necessary in making proof of this Pledge Agreement to produce or account
for more than one such counterpart.  19.Headings.  The headings of the
sections and subsections hereof are provided for convenience only and shall not
in any way affect the meaning or construction of any provision of this Pledge
Agreement.  20.Governing
Law; Submission to Jurisdiction; Venue.  (a)THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  (b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
PLEDGE AGREEMENT, EACH PLEDGOR AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH PLEDGOR AND THE COLLATERAL AGENT IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PLEDGE AGREEMENT
OR ANY OTHER CREDIT DOCUMENT RELATED HERETO. EACH PLEDGOR AND THE COLLATERAL
AGENT WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.  21.Waiver
of Right to Trial By Jury.  TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS
PLEDGE AGREEMENT OR  13


ANY OTHER CREDIT DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
OR ANY OF THEM WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER CREDIT
DOCUMENT RELATED HERETO, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS PLEDGE AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.  22.Severability.  If any provision of
this Pledge Agreement is determined to be illegal, invalid or unenforceable,
such provision shall be fully severable and the remaining provisions shall
remain in full force and effect and shall be construed without giving effect to
the illegal, invalid or unenforceable provisions.  23.Entirety.  This Pledge
Agreement and the other Credit Documents represent the entire agreement of the
parties hereto and thereto, and supersede all prior agreements and
understandings, oral or written, if any, including any commitment letters or
correspondence relating to the Credit Documents, any other documents relating
to the Obligations, or the transactions contemplated herein and therein.  24.Survival.  All representations
and warranties of the Pledgors hereunder shall survive the execution and
delivery of this Pledge Agreement and the other Credit Documents, the delivery
of the Notes and the extension of credit thereunder or in connection therewith.  25.Other
Security.  To the extent that any of the Obligations are
now or hereafter secured by property other than the Pledged Collateral
(including real and other personal property owned by a Pledgor), or by a
guarantee, endorsement or property of any other Person, then the Collateral
Agent shall have the right to proceed against such other property, guarantee or
endorsement upon the occurrence of any Event of Default, and the Collateral
Agent shall have the right, in its sole discretion, to determine which rights,
security, liens, security interests or remedies the Collateral Agent shall at
any time pursue, relinquish, subordinate, modify or take with respect thereto,
without in any way modifying or affecting any of them or the Obligations or any
of the rights of the Collateral Agent or the holders of the Obligations under
this Pledge Agreement, under any of the other Credit Documents or under any
other document relating to the Obligations.  26.Joint
and Several Obligations of Pledgors.  (a)Subject to subsection (c) of this Section 26, each
of the Pledgors is accepting joint and several liability hereunder in
consideration of the financial accommodation to be provided by the holders of
the Obligations, for the mutual benefit, directly and indirectly, of each of
the  14


Pledgors
and in consideration of the undertakings of each of the Pledgors to accept
joint and several liability for the obligations of each of them.  (b)Subject to subsection (c) of this Section 26, each
of the Pledgors jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Pledgors with respect to the payment and performance
of all of the Obligations arising under this Pledge Agreement and the other
Credit Documents, it being the intention of the parties hereto that all the
Obligations shall be the joint and several obligations of each of the Pledgors
without preferences or distinction among them.  (c)Notwithstanding any provision to the contrary contained
herein or in any other of the Credit Documents, the obligations of each Pledgor
that is a Guarantor under the Credit Agreement and the other Credit Documents
shall be limited to an aggregate amount equal to the largest amount that would
not render such obligations subject to avoidance under Section 548 of the
Bankruptcy Code of the United States or any other applicable Debtor Relief Law
(including any comparable provisions of any applicable state law).  27.Joinder
of Additional Pledgors.  The Pledgors shall cause each Subsidiary of
the Borrower which, from time to time, after the date hereof shall be required
to pledge any assets to the Collateral Agent for the benefit of the holders of
Obligations pursuant to the provisions of the Credit Agreement, to execute and
deliver to the Collateral Agent a Pledge Agreement Joinder Agreement
substantially in the form of Exhibit 27 hereto and, upon such
execution and delivery, such Subsidiary shall constitute a Pledgor for all
purposes hereunder with the same force and effect as if originally named as a
Pledgor herein.  The execution and
delivery of such Pledge Agreement Joinder Agreement shall not require the
consent of any Pledgor hereunder.  The
rights and obligations of each Pledgor hereunder shall remain in full force and
effect notwithstanding the addition of any new Pledgor as a party to this Agreement.  [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]  15


Each of
the parties hereto has caused a counterpart of this Pledge Agreement to be duly
executed and delivered as of the date first above written.  TICKETMASTERa
  Delaware corporationBy:Name:Title:TICKETMASTER
  ADVANCE TICKETS, LLCa
  Colorado limited liability companyBy:Name:Title:TICKETMASTER
  L.L.C.a
  Virginia limited liability companyBy:Name:Title:TICKETMASTER
  EDCS LLCa
  Delaware limited liability companyBy:Name:Title:TICKETMASTER
  CALIFORNIA GIFT CERTIFICATES L.L.C.a
  California limited liability companyBy:Name:Title:  16


TICKETMASTER
  WEST VIRGINIA GIFT CERTIFICATES L.L.C.a
  West Virginia limited liability companyBy:Name:Title:TICKETMASTER
  GEORGIA GIFT CERTIFICATES L.L.Ca
  Georgia limited liability companyBy:Name:Title:TICKETMASTER
  FLORIDA GIFT CERTIFICATES L.L.C.a
  Florida limited liability companyBy:Name:Title:MICROFLEX
  2001 LLCa
  Delaware limited liability companyBy:Name:Title:TICKETMASTER-INDIANA,
  L.L.C.a
  Delaware limited liability companyBy:Name:Title:  17


TICKETMASTER
  INDIANA HOLDINGS CORP.an
  Indiana corporationBy:Name:Title:TICKETMASTER
  NEW VENTURES HOLDINGS, INC.a
  Delaware corporationBy:Name:Title:PACIOLAN,
  INC.a
  Delaware corporationBy:Name:Title:TICKETMASTER
  CHINA VENTURE, L.L.C.a
  Delaware limited liability companyBy:Name:Title:THE
  V.I.P. TOUR COMPANYa
  Delaware corporationBy:Name:Title:TNOW
  ENTERTAINMENT GROUP, INC.an
  Illinois corporationBy:Name:Title:  18


PREMIUM
  INVENTORY, INC.an
  Illinois corporationBy:Name:Title:EVENTINVENTORY.COM,
  INC.an
  Illinois corporationBy:Name:Title:NETTICKETS.COM,
  INC.a
  Delaware corporationBy:Name:Title:OPENSEATS,
  INC.an
  Illinois corporationBy:Name:Title:TICKETSNOW.COM,
  INC.an
  Illinois corporationBy:Name:Title:SHOW
  ME TICKETS, LLCan
  Illinois limited liability companyBy:Name:Title:  19


IAC
  PARTNER MARKETING, INC.a
  Delaware corporationBy:Name:Title:ECHOMUSIC,
  LLCa
  Delaware limited liability companyBy:Name:Title:TM
  VISTA INC.a
  Virginia corporationBy:Name:Title:TICKETWEB
  INC.a
  Delaware corporationBy:Name:Title:TICKETMASTER
  MULTIMEDIA HOLDINGS LLCa
  Delaware limited liability companyBy:Name:Title:FLMG
  HOLDINGS CORP.a
  Delaware corporationBy:Name:Title:  20


Agreed
  and accepted, as of the date first above written.JPMORGAN
  CHASE BANK, N.A.,as
  Collateral AgentBy:Name:Title:  21


Schedule 2(a)  Pledged Shares  22


EXHIBIT 27  [Form of]  PLEDGE AGREEMENT JOINDER
AGREEMENT  [Name of New Pledgor] [Address of New Pledgor] [Date]   Ladies and Gentlemen:  Reference
is made to the Pledge Agreement (as amended, amended and restated, supplemented
or otherwise modified from time to time, the Pledge Agreement; capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Pledge Agreement), dated as of
[      ], 2008, made by TICKETMASTER, a Delaware
corporation (the Borrower), the Guarantors party thereto and JPMORGAN
CHASE BANK, N.A., as collateral agent (in such capacity and together with any
successors in such capacity, the Collateral Agent).  This
Pledge Agreement Joinder Agreement supplements the Pledge Agreement and is delivered
by the undersigned,
[                         ]
(the New Pledgor), pursuant to Section 27 of the Pledge
Agreement.  The New Pledgor hereby agrees
to be bound as a Pledgor party to the Pledge Agreement by all of the terms,
covenants and conditions set forth in the Pledge Agreement to the same extent
that it would have been bound if it had been a signatory to the Pledge
Agreement on the date of the Pledge Agreement. 
Without limiting the generality of the foregoing, the New Pledgor hereby
grants and pledges to the Collateral Agent, as collateral security for the
full, prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations, a Lien on and
security interest in, all of its right, title and interest in, to and under the
Pledged Collateral and expressly assumes all obligations and liabilities of a
Pledgor thereunder.  The New Pledgor
hereby makes each of the representations and warranties and agrees to each of
the covenants applicable to the Pledgors contained in the Pledge Agreement.  23


Annexed
hereto is a supplement to Schedule 2(a) to the Pledge Agreement listing
all the Capital Stock of all Subsidiaries of the New Pledgor which is required
to be pledged pursuant to the Credit Documents. 
Such supplements shall be deemed to be part of the Pledge Agreement.  This
Pledge Agreement Joinder Agreement and any amendments, waivers, consents or
supplements hereto may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same agreement.  THIS
PLEDGE AGREEMENT JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  24


IN
WITNESS WHEREOF, the New Pledgor has caused this Pledge Agreement Joinder
Agreement to be executed and delivered by its duly authorized officer as of the
date first above written.  [NEW
  PLEDGOR]   By:Name:Title:AGREED
  TO AND ACCEPTED:JPMORGAN
  CHASE BANK, N.A.,as Collateral AgentBy:Name:Title:  [Schedules to be attached]  25


EXHIBIT 1.01B  SECURITY AGREEMENT  THIS
SECURITY AGREEMENT (this Security Agreement), dated as of [      ], 2008, is by and among the parties
identified as Grantors on the signature pages hereto and such
other parties as may become Grantors hereunder after the date hereof (individually
a Grantor, and collectively the Grantors) and JPMORGAN CHASE
BANK, N.A. as Collateral Agent (the Collateral Agent).  W I T N E S S E T H  WHEREAS,
a credit facility has been established in favor of TICKETMASTER, a Delaware
corporation (the Borrower), pursuant to the terms of that certain
Credit Agreement, dated as of July 25, 2008 (as amended, increased,
extended, renewed, supplemented or otherwise modified from time to time, the Credit
Agreement), among the Borrower, the Guarantors identified therein, the
Lenders party thereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent and
Collateral Agent; and  WHEREAS,
it is a condition precedent to the obligations of each Lender to make its
initial Credit Extensions under the Credit Agreement that the Borrower and the
other Grantors shall have executed and delivered this Security Agreement to the
Collateral Agent for the benefit of the holders of the Obligations.  NOW,
THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows, effective upon the earlier of (a) consummation
of the Spin-Off and (B) the date that is five (5) Business Days from
the date hereof:  1.Definitions and Interpretive Provisions.  (a)Definitions.  Capitalized terms used and not otherwise
defined herein shall have the meanings provided in the Credit Agreement.  In addition, the following terms, which are
defined in the UCC, are used as defined therein:  Accession, Account, As-Extracted Collateral,
Chattel Paper, Commercial Tort Claim, Commingled Goods, Consumer Goods, Deposit
Account, Document, Electronic Chattel Paper, Equipment, Farm Products,
Fixtures, General Intangible, Goods, Instrument, Inventory, Investment
Property, Letter-of-Credit Right, Manufactured Home, Proceeds, Software,
Standing Timber, Supporting Obligation and Tangible Chattel Paper.  As used herein:  Collateral has the meaning provided
in Section 2 hereof.  1


Copyright License means any written
agreement, naming any Grantor as licensor or licensee, granting any right under
any Copyright including any thereof referred to in Schedule 9(c) to
the Perfection Certificate.  Copyrights means (a) all
registered United States copyrights in all Works, now existing or hereafter
created or acquired, all registrations and recordings thereof, and all
applications in connection therewith, including registrations, recordings and
applications in the United States Copyright Office including any thereof
referred to in Schedule 9(b) to the Perfection Certificate, and (b) all
renewals thereof including any thereof referred to in Schedule 9(b) to
the Perfection Certificate.  Credit Agreement has the meaning
provided in the recitals hereto.  Grantors has the meaning provided in
the recitals hereto, together with their respective successors and assigns.  Intercompany Notes means, with
respect to each Grantor, all intercompany notes described in Schedule 8 to the
Perfection Certificate and intercompany notes hereafter acquired by such
Grantor and all certificates, instruments or agreements evidencing such intercompany
notes, and all assignments, amendments, restatements, supplements, extensions,
renewals, replacements or modifications thereof to the extent permitted
pursuant to the terms hereof.  Patent License means any agreement,
whether written or oral, providing for the grant by or to a Grantor of any
right to manufacture, use or sell any invention covered by a Patent, including
any thereof referred to in Schedule 9(c) to the Perfection
Certificate.  Perfection Certificate means that certain
perfection certificate dated the date hereof, executed and delivered by each
Grantor in favor of the Collateral Agent for the benefit of the holders of the
Obligations, as the same may be amended, amended and restated, supplemented or
otherwise modified from time to time.  Patents means (a) all letters
patent of the United States or any other country and all reissues and
extensions thereof, including any letters patent referred to in Schedule 9(a) to
the Perfection Certificate, and (b) all applications for letters patent of
the United States or any other country and all divisions, continuations and
continuations-in-part thereof, including any thereof referred to in Schedule
9(a) to the Perfection Certificate.  Security Agreement has the meaning
provided in the recitals hereto, as the same may be amended or modified from
time to time.  Trademark License means any
agreement, written or oral, providing for the grant by or to a Grantor of any
right to use any Trademark, including any thereof referred to in Schedule 9(c) to
the Perfection Certificate.  2


Trademarks means (a) all
trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, logos and other source
or business identifiers, and the goodwill associated therewith, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and
all applications in connection therewith, whether in the United States Patent
and Trademark Office or in any similar office or agency of the United States,
any state thereof or any other country or any political subdivision thereof, or
otherwise, including any thereof referred to in Schedule 9(a) to
the Perfection Certificate, and (b) all renewals thereof.  UCC means the Uniform Commercial
Code as in effect in the State of New York from time to time; provided, however,
that, at any time, if by reason of mandatory provisions of law, any or all of
the perfection or priority of the Collateral Agents and the holders of the
Obligations security interest in any item or portion of the Pledged Collateral
is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, the term UCC shall mean the Uniform Commercial
Code as in effect, at such time, in such other jurisdiction for purposes of the
provisions hereof relating to such perfection or priority and for purposes of
definitions relating to such provisions .  Work means any work that is subject
to copyright protection pursuant to Title 17 of the United States Code.  (b)Interpretive Provisions, etc.  Each of the terms and provisions of Section 1.02
of the Credit Agreement (in each case as the same may be amended or modified as
provided therein) are incorporated herein by reference to the same extent and
with the same effect as if fully set forth herein.  (c)Perfection Certificate.  The parties hereto agree that the Perfection
Certificate and all descriptions of Collateral, schedules, amendments and
supplements thereto are and shall at all times remain a part of this Agreement.  2.Grant
of Security Interest in the Collateral.  To secure the prompt payment and performance
in full when due, whether by lapse of time, acceleration, mandatory prepayment
or otherwise, of the Obligations, each Grantor hereby grants to the Collateral
Agent, for the benefit of the holders of the Obligations, a continuing security
interest in, and a right to set off against, any and all right, title and
interest of such Grantor in and to all of the following property of such
Grantor, whether now owned or existing or owned, acquired, or arising hereafter
(collectively, the Collateral):  (a)all Accounts;  3


(b)all cash and currency;  (c)all Chattel Paper;  (d)those Commercial Tort Claims
identified on Schedule 10 to the Perfection Certificate;  (e)all Copyright Licenses;  (f)all Copyrights;  (g)all Deposit Accounts;  (h)all Documents;  (i)all Equipment;  (j)all Fixtures;  (k)all General Intangibles;  (l)all Instruments;  (m)all Inventory;  (n)all Investment Property;  (o)all Letter-of-Credit Rights;  (p)all Patent Licenses;  (q)all Patents;  4


(r)all Software;  (s)all Supporting Obligations;  (t)all Trademark Licenses;  (u)all Trademarks;  (v)all Intercompany Notes; and  (w)all Accessions and all
Proceeds of any and all of the foregoing.  providedthat the
following property is excluded from the security interests granted under this
Security Agreement and such property shall not constitute Collateral: (i) any
Excluded Property, (ii) any Pledged Collateral (as such term is defined in
the Pledge Agreement) that is expressly included in the grant of security
interests to the Collateral Agent pursuant to the Pledge Agreement, (iii) any
Capital Stock of a First-Tier Foreign Subsidiary in excess of 65% of the
outstanding Capital Stock of such Subsidiary, (iv) any Capital Stock of a
Foreign Subsidiary that is Capital Stock of a First-Tier Foreign Subsidiary for
so long as the granting, pledging or assigning of such Capital Stock is
prohibited by applicable law and (v) any Capital Stock of a Foreign
Subsidiary that is not Capital Stock of a First-Tier Foreign Subsidiary.  The Grantors and the Collateral Agent, on
behalf of the holders of the Obligations, hereby acknowledge and agree that the
security interest created hereby in the Collateral (x) constitutes
continuing collateral security for all of the Obligations, whether now existing
or hereafter arising and (y) is not to be construed as an assignment of
any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or
Trademark Licenses.  3.Provisions
Relating to Accounts.  (a)Anything
herein to the contrary notwithstanding, each of the Grantors shall remain
liable under each of the Accounts to observe and perform all the conditions and
obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise to each such Account.  Neither the Collateral Agent nor any holder
of the Obligations shall have any obligation or liability under any Account (or
any agreement giving rise thereto) by reason of or arising out of this Security
Agreement or the receipt by the Collateral Agent or any holder of the
Obligations of any payment relating to such Account pursuant hereto, nor shall
the Collateral Agent or any holder of the Obligations be obligated in any
manner to perform any of the obligations of a Grantor under or pursuant to any
Account (or any agreement giving rise thereto), to make any payment, to make
any inquiry as to the nature or  5


the
sufficiency of any payment received by it or as to the sufficiency of any performance
by any party under any Account (or any agreement giving rise thereto), to
present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts that may have been assigned to it or to
which it may be entitled at any time or times.  (b)After
the occurrence and during the continuation of an Event of Default at any time
with advance notice, the Collateral Agent shall have the right, but not the
obligation, to make test verifications of the Accounts in any manner and
through any medium that it reasonably considers advisable, and the Grantors
shall furnish all such assistance and information as the Collateral Agent may
reasonably require in connection with such test verifications.  After the occurrence and during the
continuation of an Event of Default, the Collateral Agent in its own name or in
the name of others may communicate with account debtors on the Accounts to
verify with them to the Collateral Agents satisfaction the existence, amount
and terms of any Accounts.  4.Representations
and Warranties.  Each Grantor hereby represents and warrants
to the Collateral Agent, for the benefit of the Collateral Agent and the
holders of the Obligations, that:  (a)Ownership.  Each Grantor is the legal and beneficial
owner of its Collateral and has the right to pledge, sell, assign or transfer
the same.  (b)Security Interest/Priority.  This Security Agreement creates a valid security
interest in favor of the Collateral Agent, for the benefit of the holders of
the Obligations, in the Collateral of such Grantor and, when properly perfected,
shall constitute a valid perfected security interest in such Collateral (except
any Collateral in which perfection of a security interest is not required
hereunder), free and clear of all Liens except for Permitted Liens.  (c)Types of Collateral.  None of the Collateral consists of, or is the
Accessions or the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm
Products, Manufactured Homes, or Standing Timber.  5.Covenants.  Each Grantor
covenants that such Grantor shall:  (a)Other Liens.  Defend the Collateral against the claims and
demands of all other parties claiming an interest therein, keep the Collateral
free from all Liens, except for Permitted Liens, and not sell, exchange,
transfer, assign, lease or otherwise dispose of  6


the
Collateral or any interest therein, in each case, except as permitted under the
Credit Agreement.  (b)Preservation of Collateral.  Keep the Collateral in good order, condition
and repair (ordinary wear and tear excepted) to the extent required by the
Credit Agreement and not use the Collateral in violation of the provisions of
this Security Agreement or any other Credit Document.  (c)Instruments/Tangible Chattel
Paper.  If any amount payable under or
in connection with any of the Collateral shall be or become evidenced by any
Instrument or Tangible Chattel Paper, and the principal or face amount or value
thereof for all such Instruments and Tangible Chattel Paper exceeds $2.5
million in the aggregate, such Grantor shall ensure that any such Instrument or
Tangible Chattel Paper with a face amount or value in excess of $500,000 (and
in any event within 90 days of its acquisition) is promptly delivered to the
Collateral Agent, duly endorsed in a manner satisfactory to the Collateral
Agent; provided, that no such delivery shall be required if the
applicable Grantor requires possession of such Instrument or Tangible Chattel Paper
in order to realize on such Instrument or Tangible Chattel Paper during such
90-day period and such Grantor actually maintains physical possession of such
Instrument or Tangible Chattel Paper. 
The Collateral Agent shall, upon Grantors written request, promptly
return any such Instrument or Tangible Chattel Paper to such Grantor if necessary
for such Grantor to realize on such Instrument or Tangible Chattel Paper unless
an Event of Default has occurred and is continuing.  After the occurrence and during the
continuation of an Event of Default, such Grantor shall ensure that any
Collateral consisting of Tangible Chattel Paper is marked with a legend
acceptable to the Collateral Agent indicating the Collateral Agents security
interest in such Tangible Chattel Paper.  (d)Change in Structure,
Location or Type.  Not, (i) without
providing ten (10) days prior written notice to the Collateral Agent,
change its state of formation and (ii) without providing prompt (and in
any event within 10 days after such change) (or, in each case, such later date
as the Collateral Agent, in its sole discretion, shall agree to in writing)
written notice thereof to the Collateral Agent, change its name or corporate
structure.  (e)Authorization.  Authorize the Collateral Agent to prepare and
file such financing statements (including renewal statements), amendments and
supplements or such other instruments as the Collateral Agent may from time to
time reasonably deem necessary, appropriate or convenient in order to perfect
and maintain the security interests granted hereunder in accordance with the
UCC.  7


(f)Perfection of Security
Interest.  Execute and
deliver to the Collateral Agent such agreements, assignments or instruments
(including affidavits, notices, reaffirmations and amendments and restatements
of existing documents, as the Collateral Agent may reasonably request) and do
all such other things as the Collateral Agent may reasonably deem necessary,
appropriate or convenient (i) to assure to the Collateral Agent the
effectiveness and priority of its security interests hereunder, including (A) such
financing statements (including renewal statements), amendments and supplements
or such other instruments as the Collateral Agent may from time to time
reasonably request in order to perfect and maintain the security interests
granted hereunder in accordance with the UCC, (B) with regard to
Copyrights, a Notice of Grant of Security Interest in Copyrights for filing
with the United States Copyright Office in the form of Exhibit 5(f)(i) attached
hereto, (C) with regard to Patents, a Notice of Grant of Security Interest
in Patents for filing with the United States Patent and Trademark Office in the
form of Exhibit 5(f)(ii) attached hereto and (D) with
regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for
filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached
hereto, (ii) to consummate the transactions contemplated hereby and (iii) to
otherwise protect and assure the Collateral Agent of its rights and interests
hereunder.  To that end, each Grantor
agrees that the Collateral Agent may file one or more financing statements
(with collateral descriptions broader and/or less specific than the description
of the Collateral contained herein or describing Collateral as all assets or
words of similar effect) disclosing the Collateral Agents security interest in
any or all of the Collateral of such Grantor without such Grantors signature
thereon, and further each Grantor also hereby irrevocably makes, constitutes and
appoints the Collateral Agent, its nominee or any other Person whom the
Collateral Agent may designate, as such Grantors attorney-in-fact with full
power and for the limited purpose to sign in the name of such Grantor any such
financing statements (including renewal statements), amendments and
supplements, notices or any similar documents that in the Collateral Agents
reasonable discretion would be necessary, appropriate or convenient in order to
perfect and maintain perfection of the security interests granted hereunder,
such power, being coupled with an interest, being and remaining irrevocable so
long as the Obligations remain unpaid and until the commitments relating
thereto shall have been terminated.  Each
Grantor hereby agrees that a carbon, photographic or other reproduction of this
Security Agreement or any such financing statement is sufficient for filing as
a financing statement by the Collateral Agent without notice thereof to such
Grantor wherever the Collateral Agent may in its sole discretion desire to file
the same.  In the event for any reason
the law of any jurisdiction other than the applicable jurisdiction as of the
Closing Date becomes or is applicable to the Collateral of any Grantor or any
part thereof, or to any of the Obligations, such Grantor agrees to execute and
deliver all such instruments and to do all such other things as the Collateral
Agent in its reasonable discretion deems necessary, appropriate or convenient
to preserve, protect and enforce the security interests of the Collateral Agent
under the law of such other jurisdiction (and, if a Grantor shall fail to do so
promptly upon the request of the Collateral Agent, then the Collateral Agent
may execute any and all such requested documents on behalf of such Grantor
pursuant to the  8


power
of attorney granted hereinabove).  After
the occurrence and during the continuation of an Event of Default, if any
Collateral is in the possession or control of a Grantors agents and the Collateral
Agent so requests, such Grantor agrees to notify such agents in writing of the
Collateral Agents security interest therein and, upon the Collateral Agents request,
instruct them to hold all such Collateral for the account of the holders of the
Obligations and subject to the Collateral Agents instructions.  (g)Letter-of-Credit Rights and
Electronic Chattel Paper. 
After the occurrence and during the continuance of an Event of Default,
use commercially reasonable efforts to execute and deliver all agreements,
assignments, instruments or other documents as the Collateral Agent shall
reasonably request for the purpose of obtaining and maintaining control within
the meaning of the UCC with respect to any Collateral consisting of Letter-of-Credit
Rights and Electronic Chattel Paper with a principal or face amount greater
than $2.5 million in the aggregate for all such Letter-of-Credit Rights and
Electronic Chattel Paper  (h)Covenants Relating to
Copyrights.  Not make
any assignment or agreement in conflict with the security interest in the
Copyrights of each Grantor hereunder, except as otherwise permitted by the
Credit Agreement.  (i)Covenants Relating to
Patents and Trademarks.  Not
make any assignment or agreement in conflict with the security interest in the
Patents or Trademarks of each Grantor hereunder, except as otherwise permitted
by the Credit Agreement.  (j)New Patents, Copyrights and
Trademarks.  Within
ninety (90) days (or such later date as the Collateral Agent, in its sole
discretion, shall agree to in writing) after the filing of an application for
the registration of any material Copyright, Patent or Trademark with the U.S.
Copyright Office or the U.S. Patent and Trademark Office, as applicable, or the
issuance of material registrations or letters on applications by the U.S.
Copyright Office or the U.S. Patent and Trademark Office, as applicable, after
the Closing Date, provide the Collateral Agent with (i) a listing of all
such applications and issued registrations or letters, which new applications
and issued registrations or letters shall be subject to the terms and
conditions hereunder, and (ii) upon the request of the Collateral Agent (A) with
respect to such Copyrights, a duly executed Notice of Security Interest in
Copyrights, (B) with respect to such Patents, a duly executed Notice of
Security Interest in Patents, (C) with respect to such Trademarks, a duly
executed Notice of Security Interest in Trademarks or (D) such other duly
executed documents as the Collateral Agent may reasonably request in a form
acceptable to counsel for the Collateral Agent and suitable for recording to
evidence the security interest in such Copyright, Patent or Trademark that is
the subject of such new application.  9


(a)Commercial Tort
Claims.  Within ninety (90) days (or
such later date as the Administrative Agent, in its sole discretion, shall
agree to in writing) after the initiation thereof, notify the Collateral Agent
in writing of the initiation of any Commercial Tort Claim in an amount greater
than $2.5 million before any Governmental Authority by or in favor of such
Grantor and grant in such writing a security interest in such Commercial Tort
Claim to the Collateral Agent for the benefit of holders of Obligations.  6.Advances
and Performance by Holders of the Obligations.  After the occurrence and during the
continuation of an Event of Default, on failure of any Grantor to perform any
of the covenants and agreements contained herein, the Collateral Agent may, at
its sole option and in its sole discretion, perform the same and in so doing
may expend such sums as the Collateral Agent may reasonably deem advisable in
the performance thereof, including the payment of any insurance premiums, the
payment of any taxes, a payment to obtain a release of a Lien or potential
Lien, expenditures made in defending against any adverse claim and all other
expenditures that the Collateral Agent may make for the protection of the
security hereof or that may be compelled to make by operation of law.  All such sums and amounts so expended shall
be repayable by the Grantors on a joint and several basis (subject to Section 25
hereof) promptly upon timely notice thereof and demand therefor, shall
constitute additional Obligations and shall bear interest from the date said
amounts are expended at the Default Rate for Revolving Loans that are Base Rate
Loans.  No such performance of any
covenant or agreement by the Collateral Agent on behalf of any Grantor, and no
such advance or expenditure therefor, shall relieve the Grantors of any default
under the terms of this Security Agreement or the other Credit Documents.  The Collateral Agent may make any payment
hereby authorized in accordance with any bill, statement or estimate procured
from the appropriate public office or holder of the claim to be discharged
without inquiry into the accuracy of such bill, statement or estimate or into
the validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by a Grantor
in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.  7.Remedies.  (a)General Remedies.  Upon the occurrence of an Event of Default and
during the continuation thereof, the Collateral Agent shall have, in addition
to the rights and remedies provided herein, in the Credit Documents, or by law
(including levy of attachment and garnishment), the rights and remedies of a
secured party under the UCC of the jurisdiction applicable to the affected
Collateral and, further, the Collateral Agent may, with or without judicial
process or the aid and assistance of others, (i) enter on any premises on
which any of the Collateral may be located and, without resistance or
interference by the Grantors, take possession of the Collateral, (ii) 
dispose of any Collateral on any such premises, (iii) require the Grantors
to assemble and make available to the Collateral Agent at the expense of the
Grantors any Collateral at any place and time designated by the Collateral
Agent that is reasonably convenient  10


to
both parties, (iv) remove any Collateral from any such premises for the
purpose of effecting sale or other disposition thereof, and/or (v) without
demand and without advertisement, notice, hearing or process of law, all of
which each of the Grantors hereby waives to the fullest extent permitted by
law, at any place and time or times, sell and deliver any or all Collateral
held by or for it at public or private sale, by one or more contracts, in one
or more parcels, for cash, upon credit or otherwise, at such prices and upon
such terms as the Collateral Agent deems advisable, in its sole discretion
(subject to any and all mandatory legal requirements).  Each of the Grantors acknowledges that any
private sale referenced above may be at prices and on terms less favorable to
the seller than the prices and terms that might have been obtained at a public
sale and agrees that such private sale shall be deemed to have been made in a
commercially reasonable manner.  Neither
the Collateral Agents compliance with applicable law nor its disclaimer of
warranties relating to the Collateral shall be considered to adversely affect
the commercial reasonableness of any sale. 
In addition to all other sums due the Collateral Agent and the holders
of the Obligations with respect to the Obligations, the Grantors shall pay the
Collateral Agent and each of the holders of the Obligations all reasonable
documented costs and expenses incurred by the Collateral Agent (including
reasonable attorneys fees and disbursements and court costs) in obtaining or
liquidating the Collateral, in enforcing payment of the Obligations, or in the
prosecution or defense of any action or proceeding by or against the Collateral
Agent or the holders of the Obligations or the Grantors concerning any matter
arising out of or connected with this Security Agreement, any Collateral or the
Obligations, including any of the foregoing arising in, arising under or related
to a case under Debtor Relief Laws.  To
the extent the rights of notice cannot be legally waived hereunder, each
Grantor agrees that any requirement of reasonable notice shall be met if such
notice is personally served on or mailed, postage prepaid, to the Borrower in
accordance with the notice provisions of Section 11.02 of the Credit Agreement
at least ten (10) days before the time of sale or other event giving rise
to the requirement of such notice.  The
Collateral Agent and the holders of the Obligations shall not be obligated to
make any sale or other disposition of the Collateral regardless of notice
having been given.  To the extent permitted
by law, any holder of the Obligations may be a purchaser at any such sale.  To the extent permitted by applicable law,
each of the Grantors hereby waives all of its rights of redemption with respect
to any such sale.  Subject to the
provisions of applicable law, the Collateral Agent may postpone or cause the
postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without further
notice, to the extent permitted by law, be made at the time and place to which
the sale was postponed, or the Collateral Agent may further postpone such sale
by announcement made at such time and place.  (b)Remedies relating to Accounts.  Upon the occurrence of an Event of Default
and during the continuation thereof, whether or not the Collateral Agent has
exercised any or all of its rights and remedies hereunder, each Grantor will
promptly upon request of the Collateral Agent instruct all account debtors to
remit all payments in respect of Accounts to a mailing location selected by the
Collateral Agent.  In addition, the
Collateral Agent shall have the right to enforce any Grantors rights against
its customers and account debtors, and the Collateral Agent or its designee may
notify any Grantors customers and account debtors that the  11


Accounts
of such Grantor have been assigned to the Collateral Agent or of the Collateral
Agents security interest therein, and may (either in its own name or in the
name of a Grantor or both) demand, collect (including by way of a lockbox
arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise
and give acquittance for any and all amounts due or to become due on any
Account, and, in the Collateral Agents discretion, file any claim or take any
other action or proceeding to protect and realize upon the security interest of
the holders of the Obligations in the Accounts. 
Each Grantor acknowledges and agrees that the Proceeds of its Accounts
remitted to or on behalf of the Collateral Agent in accordance with the
provisions hereof shall be solely for the Collateral Agents own convenience
and that such Grantor shall not have any right, title or interest in such
Accounts or in any such other amounts except as expressly provided herein.  The Collateral Agent and the holders of the
Obligations shall have no liability or responsibility to any Grantor for acceptance
of a check, draft or other order for payment of money bearing the legend payment
in full or words of similar import or any other restrictive legend or
endorsement or be responsible for determining the correctness of any
remittance.  Each Grantor hereby agrees
to indemnify the Collateral Agent and the holders of the Obligations from and
against all liabilities, damages, losses, actions, claims, judgments, costs,
expenses and charges (including reasonable attorneys fees and disbursements)
suffered or incurred by the Collateral Agent or the holders of the Obligations
(each, an Indemnified Party) because of the maintenance of the
foregoing arrangements except as relating to or arising out of the gross
negligence or willful misconduct of an Indemnified Party or its officers,
employees or agents.  In the case of any
investigation, litigation or other proceeding, the foregoing indemnity shall be
effective whether or not such investigation, litigation or proceeding is
brought by a Grantor, its directors, shareholders or creditors or an Indemnified
Party or any other Person or any other Indemnified Party is otherwise a party
thereto.  (c)Access.  In addition to the rights and remedies
hereunder, upon the occurrence of an Event of Default and during the
continuation thereof, the Grantor shall provide the Collateral Agent with
access to the Collateral without cost or charge to the Collateral Agent, and
the reasonable use of the same, together with materials, supplies, books and records
of the Grantors for the purpose of collecting and liquidating the Collateral,
or for preparing for sale and conducting the sale of the Collateral, whether by
foreclosure, auction or otherwise.  In
addition, the Collateral Agent may remove Collateral, or any part thereof, from
such premises and/or any records with respect thereto, in order to effectively
collect or liquidate such Collateral. If the foregoing activities are
restricted by the terms of any lease, the pertinent Grantor shall promptly take
reasonable steps to move the Collateral from such leased location to a new location
satisfactory to the Collateral Agent.  (d)Nonexclusive Nature of Remedies.  Failure by the
Collateral Agent or the holders of the Obligations to exercise any right,
remedy or option under this Security Agreement, any other Credit Document, or
as provided by law, or any delay by the Collateral Agent or the holders of the
Obligations in exercising the same, shall not operate as a waiver of any such
right, remedy or option.  To the extent
permitted by law, neither the Collateral Agent, the holders of  12


the
Obligations, nor any party acting as attorney for the Collateral Agent or the
holders of the Obligations, shall be liable hereunder for any acts or omissions
or for any error of judgment or mistake of fact or law other than their gross
negligence or willful misconduct hereunder. 
The rights and remedies of the Collateral Agent and the holders of the
Obligations under this Security Agreement shall be cumulative and not exclusive
of any other right or remedy that the Collateral Agent or the holders of the
Obligations may have.  (e)Retention of Collateral.  To the extent permitted under applicable law,
in addition to the rights and remedies hereunder, upon the occurrence of an
Event of Default and during the continuation thereof, the Collateral Agent may,
after providing the notices required by Sections 9-620 and 9-621 of the UCC or
otherwise complying with the requirements of applicable law of the relevant
jurisdiction, accept or retain all or any portion of the Collateral in
satisfaction of the Obligations.  Unless
and until the Collateral Agent shall have provided such notices, however, the
Collateral Agent shall not be deemed to have accepted or retained any
Collateral in satisfaction of any Obligations for any reason.  (f)Deficiency.  In the event that the proceeds of any sale,
collection or realization are insufficient to pay all amounts to which the
Collateral Agent or the holders of the Obligations are legally entitled, the
Grantors shall be jointly and severally liable for the deficiency (subject to Section 25
hereof), together with interest thereon at the Default Rate for Revolving Loans
that are Base Rate Loans, together with the costs of collection and reasonable
attorneys fees and disbursements.  Any
surplus remaining after the full payment and satisfaction of the Obligations
shall be returned to the Grantors or to whomsoever a court of competent
jurisdiction shall determine to be entitled thereto.  8.Rights
of the Collateral Agent.  (a)Power of Attorney.  In addition to other powers of attorney
contained herein, each Grantor hereby designates and appoints the Collateral
Agent, on behalf of the holders of the Obligations, and each of its designees
or agents, as attorney-in-fact of such Grantor, irrevocably and with power of
substitution, with authority to take any or all of the following actions upon
the occurrence and during the continuation of an Event of Default:  (i)to demand,
collect, settle, compromise and adjust, and give discharges and releases
concerning the Collateral, all as the Collateral Agent may reasonably deem appropriate;  (ii)to commence and
prosecute any actions at any court for the purposes of collecting any of the
Collateral and enforcing any other right in respect thereof;  13


(iii)to defend,
settle or compromise any action brought and, in connection therewith, give such
discharge or release as the Collateral Agent may reasonably deem appropriate;  (iv)to receive,
open and dispose of mail addressed to a Grantor and endorse checks, notes,
drafts, acceptances, money orders, bills of lading, warehouse receipts or other
instruments or documents evidencing payment, shipment or storage of the goods
giving rise to the Collateral on behalf of and in the name of such Grantor, or
securing, or relating to such Collateral;  (v)to pay or
discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against the Collateral;  (vi)to direct any
parties liable for any payment in connection with any of the Collateral to make
payment of any and all monies due and to become due thereunder directly to the
Collateral Agent or as the Collateral Agent shall direct;  (vii)to receive
payment of and receipt for any and all monies, claims, and other amounts due
and to become due at any time in respect of or arising out of any Collateral;  (viii)to sell,
assign, transfer, make any agreement in respect of, or otherwise deal with or
exercise rights in respect of, any Collateral or the goods or services that
have given rise thereto, as fully and completely as though the Collateral Agent
were the absolute owner thereof for all purposes;  (ix)to adjust and
settle claims under any insurance policy relating thereto;  (x)to authorize or
to execute and deliver all assignments, conveyances, statements, financing
statements, renewal financing statements, security and pledge agreements,
affidavits, notices and other agreements, instruments and documents that the Collateral
Agent may reasonably deem appropriate in order to perfect and maintain the security
interests and liens granted in this Security Agreement and in order to fully
consummate all of the transactions contemplated therein;  (xi)to institute
any foreclosure proceedings that the Collateral Agent may reasonably deem
appropriate; and  (xii)to do and
perform all such other acts and things as the Collateral Agent may reasonably
deem appropriate or convenient in connection with the Collateral.  This power of attorney is a power coupled
with an interest and shall be irrevocable for so long as any of the Obligations
shall remain outstanding and until all of the commitments relating thereto
shall have been terminated.  The
Collateral Agent shall be under no duty to exercise or withhold the exercise of
any of the rights, powers, privileges and options expressly or implicitly
granted to the Collateral Agent in this Security Agreement, and shall not be liable
for any failure to do so or  14


any delay in doing so.  The Collateral Agent shall not be liable for
any act or omission or for any error of judgment or any mistake of fact or law
in its individual capacity or its capacity as attorney-in-fact except acts or
omissions resulting from its gross negligence or willful misconduct.  This power of attorney is conferred on the
Collateral Agent solely to protect, preserve and realize upon its security
interest in the Collateral.  (b)Assignment by the Collateral Agent.  The Collateral
Agent may from time to time assign the Obligations and any portion thereof
and/or the Collateral and any portion thereof in connection with its resignation
as Collateral Agent pursuant to Article X of the Credit Agreement, and the
assignee shall be entitled to all of the rights and remedies of the Collateral
Agent under this Security Agreement in relation thereto.  (c)The Collateral Agents Duty of Care.  Other than the
exercise of reasonable care to assure the safe custody of the Collateral while being
held by the Collateral Agent hereunder, the Collateral Agent shall have no duty
or liability to preserve rights pertaining thereto, it being understood and
agreed that the Grantors shall be responsible for preservation of all rights in
the Collateral, and the Collateral Agent shall be relieved of all responsibility
for the Collateral upon surrendering it or tendering the surrender of it to the
Grantors.  The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession if such Collateral is accorded treatment substantially
equal to that which the Collateral Agent accords its own property, which shall
be no less than the treatment employed by a reasonable and prudent agent in the
industry, it being understood that the Collateral Agent shall not have responsibility
for taking any necessary steps to preserve rights against any parties with
respect to any of the Collateral.  In the
event of a public or private sale of Collateral pursuant to Section 7
hereof, the Collateral Agent shall have no obligation to clean, repair or
otherwise prepare the Collateral for sale.  9.Rights
of Required Lenders.  All rights of the Collateral Agent hereunder,
if not exercised by the Collateral Agent, may be exercised by the Required
Lenders.  10.Application
of Proceeds.  Upon the occurrence and during the
continuation of an Event of Default, any payments in respect of the Obligations
and any proceeds of the Collateral, when received by the Collateral Agent or
any of the holders of the Obligations in cash or its equivalent, will be
applied in reduction of the Obligations in the order set forth in the Credit
Agreement, and each Grantor irrevocably waives the right to direct the
application of such payments and proceeds and acknowledges and agrees that the
Collateral Agent shall have the continuing and exclusive right to apply and
reapply any and all such payments and proceeds in the Collateral Agents sole
discretion, notwithstanding any entry to the contrary upon any of its books and
records.  15


11.Release
of Collateral.  Upon request, the Collateral Agent shall
promptly deliver to the applicable Grantor (at the Grantors expense)
appropriate release documentation to the extent the release of Collateral is
permitted under, and on the terms and conditions set forth in Section 10.10(b) of
the Credit Agreement; provided, that any such release, or the substitution
of any of the Collateral for other Collateral, will not alter, vary or diminish
in any way the force, effect, lien, pledge or security interest of this
Security Agreement as to any and all Collateral not expressly released or
substituted, and this Security Agreement shall continue as a first priority lien
(subject to Permitted Liens) on any and all Collateral not expressly released
or substituted.  12.Costs
and Expenses.  At all times hereafter, whether or not upon
the occurrence of an Event of Default, the Grantors agree to promptly pay upon
demand any and all reasonable costs and expenses (including reasonable
attorneys fees and disbursements) of the Collateral Agent and the holders of
the Obligations to the extent required under Section 11.04 of the Credit
Agreement.  All of the foregoing costs
and expenses shall constitute Obligations hereunder.  13.Continuing
Agreement.  (a)This Security Agreement shall be a continuing agreement in
every respect and shall remain in full force and effect until the termination
of the Aggregate Commitments and payment in full of all Obligations (other than
(A) contingent indemnification obligations not then due and payable and (B) obligations
and liabilities under Swap Contracts and Treasury Management Agreements not
then due and payable) and the expiration or termination of all Letters of
Credit (or if any Letters of Credit shall remain outstanding, upon the (x) the
cash collateralization of the Outstanding Amount of Letters of Credit on terms
satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt
by the L/C Issuer of a backstop letter of credit on terms satisfactory to the
Administrative Agent and L/C Issuer). 
Upon such payment and termination and termination (or other
satisfaction) of all Letters of Credit, this Security Agreement shall be automatically
terminated and the Collateral Agent shall, upon the request and at the expense
of the Grantors, forthwith release all of its liens and security interests
hereunder and shall execute and deliver all UCC termination statements and/or
other documents reasonably requested by the Grantors evidencing such
termination.  Notwithstanding the
foregoing, all indemnities provided hereunder shall survive termination of this
Security Agreement.  (b)This Security Agreement shall continue to be effective or be
automatically reinstated, as the case may be, if at any time payment, in whole
or in part, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Collateral Agent or any holder of the Obligations
as a preference, fraudulent conveyance or otherwise under any bankruptcy,
insolvency or similar law, all as though such payment had not been made; provided
that in the event payment of all or any part of the Obligations is rescinded or
must be restored or returned, all reasonable costs and expenses (including
reasonable attorneys fees and  16


disbursements)
incurred by the Collateral Agent or any holder of the Obligations in defending
and enforcing such reinstatement shall be deemed to be included as a part of
the Obligations.  14.Amendments
and Waivers.  This Security Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated
except by written agreement of (a) the Grantors and (b) the Collateral
Agent (with the consent or at the direction of the Required Lenders under the
Credit Agreement, to the extent required thereunder).  15.Successors
in Interest.  This Security Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Grantor, its successors and assigns, and shall inure, together with the rights
and remedies of the Collateral Agent and the holders of the Obligations
hereunder, to the benefit of the Collateral Agent and the holders of the Obligations
and their successors and permitted assigns; provided, however, that none of the
Grantors may assign its rights or delegate its duties hereunder without the
prior written consent of the Required Lenders under the Credit Agreement (other
than in connection with a transaction permitted by Section 8.04 of the
Credit Agreement).  16.Notices.  All notices
required or permitted to be given under this Security Agreement shall be given
as provided in Section 11.02 of the Credit Agreement.  17.Counterparts.  This Security
Agreement may be executed in any number of counterparts, each of which where so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument.  It shall
not be necessary in making proof of this Security Agreement to produce or
account for more than one such counterpart.  18.Headings.  The headings of the
sections and subsections hereof are provided for convenience only and shall not
in any way affect the meaning or construction of any provision of this Security
Agreement.  19.Governing
Law; Submission to Jurisdiction; Venue.  (a)THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  (b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF SUCH  17


STATE,
AND BY EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, EACH GRANTOR AND THE
COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. 
EACH GRANTOR AND THE COLLATERAL AGENT IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS SECURITY AGREEMENT
OR ANY OTHER CREDIT DOCUMENT RELATED HERETO. 
EACH GRANTOR AND THE COLLATERAL AGENT WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.  20.Waiver
of Right to Trial by Jury.  TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH PARTY TO THIS SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS SECURITY AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER CREDIT DOCUMENT
RELATED HERETO, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.  21.Severability.  If any provision of
this Security Agreement is determined to be illegal, invalid or unenforceable,
such provision shall be fully severable and the remaining provisions shall
remain in full force and effect and shall be construed without giving effect to
the illegal, invalid or unenforceable provisions.  22.Entirety.  This Security
Agreement and the other Credit Documents represent the entire agreement of the
parties hereto and thereto, and supersede all prior agreements and understandings,
oral or written, if any, including any commitment letters or correspondence
relating to the Credit Documents, any other documents relating to the
Obligations, or the transactions contemplated herein and therein.  18


23.Survival.  All representations
and warranties of the Grantors hereunder shall survive the execution and
delivery of this Security Agreement and the other Credit Documents, the
delivery of the Notes and the extension of credit thereunder or in connection
therewith.  24.Other
Security.  To the extent that any of the Obligations are
now or hereafter secured by property other than the Collateral (including real
property and securities owned by a Grantor), or by a guarantee, endorsement or
property of any other Person, then the Collateral Agent shall have the right to
proceed against such other property, guarantee or endorsement upon the occurrence
of any Event of Default, and the Collateral Agent shall have the right, in its
sole discretion, to determine which rights, security, liens, security interests
or remedies the Collateral Agent shall at any time pursue, relinquish,
subordinate, modify or take with respect thereto, without in any way modifying
or affecting any of them or the Obligations or any of the rights of the
Collateral Agent or the holders of the Obligations under this Security Agreement,
under any of the other Credit Documents or under any other document relating to
the Obligations.  25.Joint
and Several Obligations of Grantors.  (a)Subject to subsection (c) of this Section 25, each
of the Grantors is accepting joint and several liability hereunder in
consideration of the financial accommodation to be provided by the holders of
the Obligations, for the mutual benefit, directly and indirectly, of each of
the Grantors and in consideration of the undertakings of each of the Grantors
to accept joint and several liability for the obligations of each of them.  (b)Subject to subsection (c) of this Section 25, each
of the Grantors jointly and severally hereby irrevocably and unconditionally accepts,
not merely as a surety but also as a co-debtor, joint and several liability
with the other Grantors with respect to the payment and performance of all of
the Obligations arising under this Security Agreement and the other Credit
Documents, it being the intention of the parties hereto that all the
Obligations shall be the joint and several obligations of each of the Grantors
without preferences or distinction among them.  (c)Notwithstanding any provision to the contrary contained
herein or in any other of the Credit Documents, the obligations of each Grantor
that is a Guarantor under the Credit Agreement and the other Credit Documents
shall be limited to an aggregate amount equal to the largest amount that would
not render such obligations subject to avoidance under Section 548 of the
Bankruptcy Code of the United States or any other applicable Debtor Relief Law
(including any comparable provisions of any applicable state law).  26.Joinder
of Additional Grantors.  The Grantors shall cause each Subsidiary of
the Borrower which, from time to time, after the date hereof shall be required
to pledge any assets to  19


the Collateral Agent for the benefit of
the holders of Obligations pursuant to the provisions of the Credit Agreement,
to execute and deliver to the Collateral Agent a Security Agreement Joinder
Agreement substantially in the form of Exhibit 26 hereto and, upon
such execution and delivery, such Subsidiary shall constitute a Grantor for
all purposes hereunder with the same force and effect as if originally named as
a Grantor herein.  The execution and
delivery of such Security Agreement Joinder Agreement shall not require the
consent of any Grantor hereunder.  The
rights and obligations of each Grantor hereunder shall remain in full force and
effect notwithstanding the addition of any new Grantor as a party to this Agreement.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  20


Each
of the parties hereto has caused a counterpart of this Security Agreement to be
duly executed and delivered as of the date first above written.  GRANTORS:TICKETMASTERa
  Delaware corporationBy:Name:Title:TICKETMASTER
  ADVANCE TICKETS, LLCa
  Colorado limited liability companyBy:Name:Title:TICKETMASTER
  L.L.C.a
  Virginia limited liability companyBy:Name:Title:TICKETMASTER
  EDCS LLCa
  Delaware limited liability companyBy:Name:Title:TICKETMASTER
  CALIFORNIA GIFT
  CERTIFICATES L.L.C.a
  California limited liability companyBy:Name:Title:  [Ticketmaster
Security Agreement Signature Page]  21


TICKETMASTER
  WEST VIRGINIA GIFT CERTIFICATES L.L.C.a
  West Virginia limited liability companyBy:Name:Title:TICKETMASTER
  GEORGIA GIFT
  CERTIFICATES L.L.Ca
  Georgia limited liability companyBy:Name:Title:TICKETMASTER
  FLORIDA GIFT
  CERTIFICATES L.L.C.a
  Florida limited liability companyBy:Name:Title:MICROFLEX
  2001 LLCa
  Delaware limited liability companyBy:Name:Title:TICKETMASTER-INDIANA,
  L.L.C.a
  Delaware limited liability companyBy:Name:Title:  [Ticketmaster
Security Agreement Signature Page]  22


TICKETMASTER
  INDIANA HOLDINGS CORP.an
  Indiana corporationBy:Name:Title:TICKETMASTER
  NEW VENTURES HOLDINGS, INC.a
  Delaware corporationBy:Name:Title:PACIOLAN,
  INC.a
  Delaware corporationBy:Name:Title:TICKETMASTER
  CHINA VENTURE, L.L.C.a
  Delaware limited liability companyBy:Name:Title:THE
  V.I.P. TOUR COMPANYa
  Delaware corporationBy:Name:Title:TNOW
  ENTERTAINMENT GROUP, INC.an
  Illinois corporationBy:Name:Title:  [Ticketmaster
Security Agreement Signature Page]  23


PREMIUM
  INVENTORY, INC.an
  Illinois corporationBy:Name:Title:EVENTINVENTORY.COM,
  INC.an
  Illinois corporationBy:Name:Title:NETTICKETS.COM,
  INC.a
  Delaware corporationBy:Name:Title:OPENSEATS,
  INC.an
  Illinois corporationBy:Name:Title:TICKETSNOW.COM,
  INC.an
  Illinois corporationBy:Name:Title:SHOW
  ME TICKETS, LLCan
  Illinois limited liability companyBy:Name:Title:  [Ticketmaster
Security Agreement Signature Page]  24


IAC
  PARTNER MARKETING, INC.a
  Delaware corporationBy:Name:Title:ECHOMUSIC,
  LLCa
  Delaware limited liability companyBy:Name:Title:TM
  VISTA INC.a
  Virginia corporationBy:Name:Title:TICKETWEB
  INC.a
  Delaware corporationBy:Name:Title:TICKETMASTER
  MULTIMEDIA HOLDINGS LLCa
  Delaware limited liability companyBy:Name:Title:FLMG
  HOLDINGS CORP.a
  Delaware corporationBy:Name:Title:  [Ticketmaster
Security Agreement Signature Page]  25


Accepted
  and agreed to asof
  the date first above written.JPMORGAN
  CHASE BANK, N.A.,as
  Collateral AgentBy:Name:Title:  [Ticketmaster
Security Agreement Signature Page]  26


EXHIBIT 5(f)(i)  [Form of]  Grant of Security Interest in Copyrights  Copyright
Security Agreement, dated as of
[                    ],
by [                 ] and [                  ] (individually, a Grantor,
and, collectively, the Grantors), in favor of JPMORGAN CHASE BANK,
N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in
such capacity, the Collateral Agent).  WI T N E S S E T H:  WHEREAS,
the Grantors are party to a Security Agreement of even date herewith (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
Security Agreement) in favor of the Collateral Agent pursuant to which
the Grantors are required to execute and deliver this Copyright Security Agreement;  NOW,
THEREFORE, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the holders of the Obligations, to enter into the Credit
Agreement, the Grantors hereby agree with the Collateral Agent as follows:  SECTION 1.Defined
Terms.  Unless otherwise defined
herein, terms defined in the Security Agreement and used herein have the
meaning given to them in the Security Agreement.  SECTION 2.Grant
of Security Interest in Copyright Collateral.  Each Grantor hereby pledges and grants to the
Collateral Agent for the benefit of the holders of the Obligations a lien on
and security interest in and to all of its right, title and interest in, to and
under all the following Collateral of such Grantor (collectively, the Applicable
Collateral):  (a) 
Copyrights of such Grantor listed on Schedule I attached hereto; and  (b) 
all Proceeds of any and all of the foregoing (other than Excluded Property).  SECTION 3.Security
Agreement.  The security interest
granted pursuant to this Copyright Security Agreement is granted in conjunction
with the security interest granted to the Collateral Agent pursuant to the
Security Agreement and Grantors hereby acknowledge and affirm that the rights
and remedies of the Collateral Agent with respect to the security interest in  27


the Copyrights made and granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of which are incorporated
by reference herein as if fully set forth herein.  In the event that any provision of this
Copyright Security Agreement is deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall control.  SECTION 4.Termination.  Upon the release of the Lien provided for in
the Security Agreement (as set forth in the Security Agreement and/or the
Credit Agreement, as the case may be) with respect to all or any portion of the
Applicable Collateral (including in connection with the Disposition thereof),
the Collateral Agent shall execute, acknowledge, and deliver to the Grantors an
instrument in writing in recordable form releasing the collateral pledge,
grant, assignment, lien and security interest in all or such portion of the
Applicable Collateral under this Copyright Security Agreement.  SECTION 5.Counterparts.  This Copyright Security Agreement may be executed
in any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Copyright Security Agreement
by signing and delivering one or more counterparts.  [signature page follows]  28


IN
WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.  Very truly yours,[GRANTORS](1)By:Name:Title:Accepted and
  Agreed:JPMORGAN
  CHASE BANK, N.A.as
  Collateral AgentBy:Name:Title:  
 (1)This
document needs only to be executed by the Borrower and/or any Guarantor which
owns a pledged Copyright.  29


SCHEDULE I
toCOPYRIGHT SECURITY AGREEMENTCOPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS  Copyright
Registrations:  OWNER
  
  REGISTRATION
  NUMBER
  
  TITLE  Copyright
Applications:  OWNER
  
  TITLE  30


EXHIBIT 5(f)(ii)  [Form of]  Grant of Security Interest in Patents  Patent
Security Agreement,
dated as of
[                    ],
by [            ] and [                   ] (individually, a Grantor,
and, collectively, the Grantors), in favor of JPMORGAN CHASE BANK,
N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in
such capacity, the Collateral Agent).  WI T N E S S E T H:  WHEREAS,
the Grantors are party to a Security Agreement of even date herewith (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the Security Agreement) in favor of the Collateral Agent
pursuant to which the Grantors are required to execute and deliver this Patent
Security Agreement;  NOW,
THEREFORE, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the holders of the Obligations, to enter into the Credit
Agreement, the Grantors hereby agree with the Collateral Agent as follows:  SECTION 1.Defined Terms. 
Unless otherwise defined herein, terms defined in the Security Agreement
and used herein have the meaning given to them in the Security Agreement.  SECTION 2.Grant of Security Interest in Patent
Collateral.  Each Grantor hereby pledges and grants to the
Collateral Agent for the benefit of the holders of the Obligations a lien on
and security interest in and to all of its right, title and interest in, to and
under all the following Collateral of such Grantor (collectively, the Applicable
Collateral):  (a) 
Patents of such Grantor listed on Schedule I attached hereto; and  (b) 
all Proceeds of any and all of the foregoing (other than Excluded Property).  SECTION 3.Security Agreement. 
The security interest granted pursuant to this Patent Security Agreement
is granted in conjunction with the security interest granted to the Collateral
Agent pursuant to the Security Agreement and Grantors hereby acknowledge and
affirm that the rights and remedies of the Collateral Agent with respect to the
security interest in  31


the Patents made and granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which are incorporated
by reference herein as if fully set forth herein.  In the event that any provision of this
Patent Security Agreement is deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall control.  SECTION 4.Termination. 
Upon the release of the Lien provided for in the Security Agreement (as
set forth in the Security Agreement and/or the Credit Agreement, as the case
may be) with respect to all or any portion of the Applicable Collateral
(including in connection with the Disposition thereof), the Collateral Agent
shall execute, acknowledge, and deliver to the Grantors an instrument in
writing in recordable form releasing the collateral pledge, grant, assignment,
lien and security interest in all or such portion of the Applicable Collateral
under this Patent Security Agreement.  SECTION 5.Counterparts.  This
Patent Security Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may
execute this Patent Security Agreement by signing and delivering one or more
counterparts.  [signature page follows]  32


IN
WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set
forth above.  Very
  truly yours,[GRANTORS](2)By:Name:Title:Accepted and Agreed:JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:Name:Title:  
 (2)This document
needs only to be executed by the Borrower and/or any Guarantor which owns a
pledged Patent.  33


SCHEDULE I
to
PATENT SECURITY AGREEMENTPATENT REGISTRATIONS AND PATENT APPLICATIONS  Patent
Registrations:  OWNER
  
  REGISTRATION
  NUMBER
  
  NAME  Patent
Applications:  OWNER
  
  APPLICATION
  NUMBER
  
  NAME  34


EXHIBIT 5(f)(iii)  [Form of]  Grant of Security Interest in Trademarks   Trademark
Security Agreement,
dated as of
[                    ],
by [                  ] and [                ] (individually, a Grantor,
and, collectively, the Grantors), in favor of JPMORGAN CHASE BANK,
N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in
such capacity, the Collateral Agent).  WI T N E S
S E T H:  WHEREAS,
the Grantors are party to a Security Agreement of even date herewith (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
Security Agreement) in favor of the Collateral Agent pursuant to which
the Grantors are required to execute and deliver this Trademark Security Agreement;  NOW,
THEREFORE, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the holders of the Obligations, to enter into the Credit
Agreement, the Grantors hereby agree with the Collateral Agent as follows:  SECTION 1.Defined Terms. 
Unless otherwise defined herein, terms defined in the Security Agreement
and used herein have the meaning given to them in the Security Agreement.  SECTION 2.Grant of Security Interest in Trademark
Collateral.  Each Grantor hereby pledges and grants to the
Collateral Agent for the benefit of the holders of the Obligations a lien on
and security interest in and to all of its right, title and interest in, to and
under all the following Collateral of such Grantor (collectively, the Applicable
Collateral):  (a) 
Trademarks of such Grantor listed on Schedule I attached hereto;  (b) 
all Goodwill associated with such Trademarks; and  (c) 
all Proceeds of any and all of the foregoing (other than Excluded Property).  SECTION 3.Security Agreement. 
The security interest granted pursuant to this Trademark Security
Agreement is granted in conjunction with the security interest granted to the
Collateral Agent pursuant to the Security Agreement and Grantors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent
with respect to the security interest in the Trademarks made and granted hereby
are more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein.  In the event that any provision of this
Trademark Security Agreement is deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall control.  35


SECTION 4.Termination. 
Upon the release of the Lien provided for in the Security Agreement (as
set forth in the Security Agreement and/or the Credit Agreement, as the case
may be) with respect to all or any portion of the Applicable Collateral
(including in connection with the Disposition thereof), the Collateral Agent
shall execute, acknowledge, and deliver to the Grantors an instrument in
writing in recordable form releasing the collateral pledge, grant, assignment,
lien and security interest in all or such portion of the Applicable Collateral
under this Trademark Security Agreement.  SECTION 5.Counterparts. 
This Trademark Security Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and
any party hereto may execute this Trademark Security Agreement by signing and
delivering one or more counterparts.  [signature page follows]  36


IN
WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.  Very
  truly yours,[GRANTORS](1)By:Name:Title:Accepted and Agreed:JPMORGAN CHASE BANK, N.A.as Collateral AgentBy:Name:Title:  
 (1)This document needs only to
be executed by the Borrower and/or any Guarantor which owns a pledged
Trademark.  37


SCHEDULE I
to
TRADEMARK SECURITY AGREEMENTTRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS  Trademark
Registrations:  OWNER
  
  REGISTRATION
  NUMBER
  
  TRADEMARK  Trademark
Applications:  OWNER
  
  APPLICATION
  NUMBER
  
  TRADEMARK  38


EXHIBIT 26  [Form of]  SECURITY AGREEMENT JOINDER
AGREEMENT  [Name of New Grantor] [Address of New Grantor]  [Date]    Ladies and Gentlemen:  Reference
is made to the Security Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the Security
Agreement; capitalized terms used but not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement), dated as
of [      ], 2008, made by TICKETMASTER, a
Delaware corporation (the Borrower), the Guarantors party thereto and
JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity and together
with any successors in such capacity, the Collateral Agent).  This
Security Agreement Joinder Agreement supplements the Security Agreement and is
delivered by the undersigned,
[                         ]
(the New Grantor), pursuant to Section 26 of the Security
Agreement.  The New Grantor hereby agrees
to be bound as a Grantor party to the Security Agreement by all of the terms,
covenants and conditions set forth in the Security Agreement to the same extent
that it would have been bound if it had been a signatory to the Security
Agreement on the date of the Security Agreement.  Without limiting the generality of the
foregoing, the New Grantor hereby grants and pledges to the Collateral Agent,
as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise)
of its the Obligations, a Lien on and security interest in, all of its right,
title and interest in, to and under the Collateral of the New Grantor and
expressly assumes all obligations and liabilities of a Grantor under the
Security Agreement.  The New Grantor
hereby makes each of the representations and warranties and agrees to each of
the covenants applicable to the Grantors contained in the Security Agreement.  39


Annexed
hereto are supplements to each of the schedules to the Perfection Certificate
referenced in the Security Agreement, with respect to the New Grantor.  Such supplements shall be deemed to be part
of the Security Agreement and Perfection Certificate.  This
Security Agreement Joinder Agreement and any amendments, waivers, consents or
supplements hereto may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same agreement.  THIS
SECURITY AGREEMENT JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  40


IN
WITNESS WHEREOF, the New Grantor has caused this Security Agreement Joinder
Agreement to be executed and delivered by its duly authorized officer as of the
date first above written.  [NEW
  GRANTOR]By:Name:Title:AGREED TO AND ACCEPTED:JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:Name:Title:  [Schedules to be attached]  41


EXHIBIT
2.02  FORM OF LOAN NOTICE  Date:                         ,  To:JPMorgan Chase Bank, N.A., as
Administrative Agent  Ladies and Gentlemen:  Reference is made to that certain Credit Agreement,
dated as of July 25, 2008 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the Agreement;
capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Agreement), among Ticketmaster, a Delaware corporation (the Borrower),
the Guarantors party thereto, the Lenders from time to time party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.  The
undersigned hereby requests (select one):  oA Borrowing of [Dollar Revolving][Approved
Currency Revolving][Term A][Term B][Swingline] Loans  oA conversion or continuation of [Dollar
Revolving][Approved Currency Revolving][Term A][Term B][Swingline] Loans  1.On                                                                    
(a Business Day).  2.In the amount of                                     
(if ApprovedCurrency Revolving Loans, include
Approved Currency)  3.Comprised of                                                                                     
[Type of Loan requested (i.e. Base Rate Loan or Eurodollar Rate Loan]  4.For Eurodollar Rate Loans:  with an Interest Period of         months.  [The Dollar Revolving
Loan requested herein complies with the proviso to the first sentence of Section 2.01(a)(i) of
the Agreement.](1)  [The Approved Currency
Revolving Loan requested herein complies with the proviso to the first sentence
of Section 2.01(a)(ii) of the Agreement.](2)  
 (1)Include this sentence in the
case of a Dollar Revolving Loan.  (2)Include this sentence in the
case of an Approved Currency Revolving Loan.  1


[The Borrower hereby
represents and warrants that the conditions specified in [Section 5.02](3) and
Section 5.03 shall be satisfied on and as of the date of the applicable
Credit Extension.](4)  TICKETMASTERBy:Name:Title:  
 (3)Insert for Funding Date Borrowing.  (4)Subject to the requirements of Section 2.02
of the Agreement, not applicable to conversions or continuations.  2


EXHIBIT
2.13-1  FORM OF 
DOLLAR REVOLVING NOTE  ,  FOR VALUE RECEIVED, the undersigned (the Borrower),
hereby promises to pay to                                   
or registered assigns (the Lender), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each Dollar
Revolving Loan from time to time made by the Lender to the Borrower under that
certain Credit Agreement, dated as of July 25, 2008 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the Agreement;
capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Agreement), among the Borrower, the Guarantors party thereto,
the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent.  The Borrower promises to pay interest on the unpaid
principal amount of each Dollar Revolving Loan from the date of such Loan until
such principal amount is paid in full, at such interest rates and at such times
as provided in the Agreement.  All
payments of principal and interest shall be made to the Administrative Agent
for the account of the Lender in Dollars in immediately available funds at the
Administrative Agents Office.  If any
amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum
rate set forth in the Agreement.  This Dollar Revolving Note is one of the Revolving
Notes referred to in the Agreement and is entitled to the benefits thereof and
may be prepaid in whole or in part subject to the terms and conditions provided
therein.  This Dollar Revolving Note is
also entitled to the benefits of the Security Agreement and is secured by the
Collateral.  Upon the occurrence and
continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Dollar Revolving Note
shall become, or may be declared by the Administrative Agent, at the request of
or with the consent of the Required Lenders, to be, immediately due and payable
all as provided in the Agreement.  Dollar
Revolving Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of
business.  The Lender may also attach
schedules to this Dollar Revolving Note and endorse thereon the date, amount
and maturity of its Dollar Revolving Loans and payments with respect thereto.  The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Dollar Revolving Note.  1


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  TICKETMASTERBy:Name:Title:  2


LOANS AND PAYMENTS WITH RESPECT THERETO   Date
  
  Type of
  Loan Made
  
  Amount of
  Loan Made
  
  End of
  Interest
  Period
  
  Amount of
  Principal or
  Interest Paid 
  This Date
  
  Outstanding
  Principal
  Balance This
  Date
  
  Notation
  Made By  3


EXHIBIT
2.13-2  FORM OF 
APPROVED CURRENCY REVOLVING NOTE  FOR VALUE RECEIVED, the undersigned (the Borrower),
hereby promises to pay to                                         
or registered assigns (the Lender), in accordance with the
provisions of the Agreement (as hereinafter defined), the principal amount of
each Approved Currency Revolving Loan from time to time made by the Lender to
the Borrower under that certain Credit Agreement, dated as of July 25,
2008 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the Agreement; capitalized terms used but
not defined herein shall have the meanings assigned thereto in the Agreement),
among the Borrower, the Guarantors party thereto, the Lenders from time to time
party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and
Collateral Agent.  The Borrower promises to pay interest on the unpaid
principal amount of each Approved Currency Revolving Loan from the date of such
Loan until such principal amount is paid in full, at such interest rates and at
such times as provided in the Agreement. 
All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars, Euros, Canadian
Dollars, Sterling or any other currency added as an Alternative Currency
pursuant to Section 1.07 of the Agreement, as applicable, in
immediately available funds at the Administrative Agents Office.  If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.  This Approved Currency Revolving Note is one of the Revolving
Notes referred to in the Agreement and is entitled to the benefits thereof and
may be prepaid in whole or in part subject to the terms and conditions provided
therein.  This Approved Currency
Revolving Note is also entitled to the benefits of the Security Agreement and
is secured by the Collateral.  Upon the
occurrence and continuation of one or more of the Events of Default specified
in the Agreement, all amounts then remaining unpaid on this Approved Currency
Revolving Note shall become, or may be declared by the Administrative Agent, at
the request of or with the consent of the Required Lenders, to be, immediately
due and payable all as provided in the Agreement.  Approved Currency Revolving Loans made by the
Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. 
The Lender may also attach schedules to this Approved Currency Revolving
Note and endorse thereon the date, amount and maturity of its Approved Currency
Revolving Loans and payments with respect thereto.  The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Approved Currency Revolving Note.  1


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  TICKETMASTERBy:Name:Title:  2


LOANS AND PAYMENTS WITH RESPECT THERETO  Date
  
  Type of
  Loan Made
  
  Amount of 
  Loan Made
  
  End of 
  Interest 
  Period
  
  Amount of 
  Principal or 
  Interest Paid 
  This Date
  
  Outstanding 
  Principal 
  Balance This 
  Date
  
  Notation 
  Made By  3


EXHIBIT 2.13-3  FORM OF 
SWINGLINE NOTE  ,  FOR
VALUE RECEIVED, the undersigned (the Borrower), hereby promises to pay
to                                       
or registered assigns (the Lender), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each
Swingline Loan from time to time made by the Lender to the Borrower under that
certain Credit Agreement, dated as of July 25, 2008 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the Agreement;
capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Agreement), among the Borrower, the Guarantors party thereto,
the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent.  The
Borrower promises to pay interest on the unpaid principal amount of each
Swingline Loan from the date of such Loan until such principal amount is paid
in full, at such interest rates and at such times as provided in the
Agreement.  All payments of principal and
interest shall be made to the Administrative Agent for the account of the
Lender in Dollars in immediately available funds at the Administrative Agents
Office.  If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.  This
Swingline Note is one of the Swingline Notes referred to in the Agreement and
is entitled to the benefits thereof and may be prepaid in whole or in part
subject to the terms and conditions provided therein.  This Swingline Note is also entitled to the
benefits of the Security Agreement and is secured by the Collateral.  Upon the occurrence and continuation of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Swingline Note shall become, or may be declared by the
Administrative Agent, at the request of or with the consent of the Required
Lenders, to be, immediately due and payable all as provided in the
Agreement.  Swingline Loans made by the
Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. 
The Lender may also attach schedules to this Swingline Note and endorse
thereon the date, amount and maturity of its Swingline Loans and payments with
respect thereto.  The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Swingline Note.  1


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.   TICKETMASTERBy:Name:Title:  2


LOANS AND PAYMENTS WITH RESPECT THERETO  Date
  
  Type of 
  Loan Made
  
  Amount of 
  Loan Made
  
  End of 
  Interest 
  Period
  
  Amount of 
  Principal or 
  Interest Paid 
  This Date
  
  Outstanding 
  Principal 
  Balance This 
  Date
  
  Notation 
  Made By  3


EXHIBIT
2.13-4  FORM OF 
TERM A NOTE  ,  FOR VALUE RECEIVED, the undersigned (the Borrower),
hereby promises to pay to                                        
or registered assigns (the Lender), in accordance with the
provisions of the Agreement (as hereinafter defined), the principal amount of
the Term A Loan from time to time made by the Lender to the Borrower under that
certain Credit Agreement, dated as of July 25, 2008 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the Agreement;
capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Agreement), among the Borrower, the Guarantors party thereto,
the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent.  The Borrower promises to pay interest on the unpaid
principal amount of the Term A Loan made by the Lender from the date of such
Loan until such principal amount is paid in full, at such interest rates and at
such times as provided in the Agreement. 
All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agents Office.  If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.  This Term A Note is one of the Term A Notes referred
to in the Agreement and is entitled to the benefits thereof and may be prepaid
in whole or in part subject to the terms and conditions provided therein.  This Term A Note is also entitled to the
benefits of the Security Agreement and is secured by the Collateral.  Upon the occurrence and continuation of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Term A Note shall become, or may be declared by the
Administrative Agent, at the request of or with the consent of the Required
Lenders, to be, immediately due and payable all as provided in the
Agreement.  The Term A Loan made by the
Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. 
The Lender may also attach schedules to this Term A Note and endorse
thereon the date, amount and maturity of its Loans and payments with respect
thereto.  The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Term A Note.  1


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  TICKETMASTERBy:Name:Title:  2


LOANS AND PAYMENTS WITH RESPECT THERETO  Date
  
  Type of 
  Loan Made
  
  Amount of 
  Loan Made
  
  End of 
  Interest 
  Period
  
  Amount of 
  Principal or 
  Interest Paid 
  This Date
  
  Outstanding 
  Principal 
  Balance This 
  Date
  
  Notation 
  Made By  3


EXHIBIT
2.13-5  FORM OF 
TERM B NOTE  ,  FOR VALUE RECEIVED, the undersigned (the Borrower),
hereby promises to pay to                                       
or registered assigns (the Lender), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of the Term B
Loan from time to time made by the Lender to the Borrower under that certain
Credit Agreement, dated as of July 25, 2008 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the Agreement;
capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Agreement), among the Borrower, the Guarantors party thereto,
the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent.  The Borrower promises to pay interest on the unpaid
principal amount of the Term B Loan made by the Lender from the date of such
Loan until such principal amount is paid in full, at such interest rates and at
such times as provided in the Agreement. 
All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agents Office.  If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.  This Term B Note is one of the Term B Notes referred
to in the Agreement and is entitled to the benefits thereof and may be prepaid
in whole or in part subject to the terms and conditions provided therein.  This Term B Note is also entitled to the
benefits of the Security Agreement and is secured by the Collateral.  Upon the occurrence and continuation of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Term B Note shall become, or may be declared by the
Administrative Agent, at the request of or with the consent of the Required
Lenders, to be, immediately due and payable all as provided in the
Agreement.  The Term B Loan made by the
Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. 
The Lender may also attach schedules to this Term B Note and endorse
thereon the date, amount and maturity of its Loans and payments with respect
thereto.  1


The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Term B Note.  2


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  TICKETMASTERBy:Name:Title:  3


LOANS AND PAYMENTS WITH RESPECT THERETO  Date
  
  Type of 
  Loan Made
  
  Amount of 
  Loan Made
  
  End of 
  Interest 
  Period
  
  Amount of 
  Principal or 
  Interest Paid 
  This Date
  
  Outstanding 
  Principal 
  Balance This 
  Date
  
  Notation 
  Made By  4


EXHIBIT 3.01(e)-1  FORM OF
NON-BANK CERTIFICATE (For Non-U.S. Lender Parties That Are Not Partnerships 
For U.S. Federal Income Tax Purposes)  Reference is made to that certain Credit Agreement,
dated as of July 25, 2008  (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the Credit Agreement; capitalized terms used but not
defined herein shall have the meanings assigned thereto in the Credit
Agreement), by and among Ticketmaster, a Delaware corporation (the Borrower),
the Guarantors party thereto, the Lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.  Pursuant
to the provisions of Section 3.01(e) of the Credit Agreement,
the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing
such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a bank as such term is used in Section 881(c)(3)(A) of the
Internal Revenue Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Internal
Revenue Code, (iv) it is not a controlled foreign corporation, as
described in Section 881(c)(3)(C) of the Internal Revenue Code and (v) the
interest payments in question are not effectively connected with the
undersigneds conduct of a U.S. trade or business.  The
undersigned has furnished the Administrative Agent with a certificate of its
non-U.S. person status on Internal Revenue Service Form W-8BEN.  By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Administrative Agent and (2) the
undersigned shall furnish the Borrower and the Administrative Agent a properly
completed and currently effective certificate in either the calendar year in
which payment is to be made by the Borrower or the Administrative Agent to the
undersigned or in either of the two calendar years preceding such payment. [Signature Page Follows]  1


[Lender]By:Name:Title:[Address]Dated:                      ,
  20[   ]  2


EXHIBIT 3.01(e)-2  FORM OF
NON-BANK CERTIFICATE (For Non-U.S. Lender Parties
That Are Partnerships 
For U.S. Federal Income Tax Purposes)  Reference is made to that certain Credit Agreement,
dated as of July 25, 2008  (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the Credit Agreement; capitalized terms used but not
defined herein shall have the meanings assigned thereto in the Credit
Agreement), by and among Ticketmaster, a Delaware corporation (the Borrower),
the Guarantors party thereto, the Lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.  Pursuant
to the provisions of Section 3.01(e) of the Credit Agreement,
the undersigned hereby certifies that (i) it is the sole record owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in
respect of which it is providing this certificate, (ii) its partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (iii) neither the undersigned nor any of its
partners/members is a bank within the meaning of Section 881(c)(3)(A) of
the Internal Revenue Code, (iv) none of its partners/members are ten percent
shareholders of the Borrower within the meaning of Section 871(h)(3)(B) of
the Internal Revenue Code, (v) none of its partners/members are controlled
foreign corporation(s) related to the Borrower, as described in Section 881(c)(3)(C) of
the Internal Revenue Code and (vi) the interest payments in question are not
effectively connected with the undersigneds or its partners/members conduct
of a U.S. trade or business.  The
undersigned has furnished the Administrative Agent and the Borrower with Internal
Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN
from each of its partners/members claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly
so inform Borrower and the Administrative Agent and (2) the undersigned
shall have at all times furnished Borrower and the Administrative Agent with a
properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned or in either of the
two calendar years preceding such payments.  1


[Lender]By:Name:Title:[Address]Dated:                      ,
  20[   ]  2


EXHIBIT 3.01(e)-3  FORM OF
NON-BANK CERTIFICATE (For Non-U.S. Participants That
Are Not Partnerships For U.S. Federal Income Tax Purposes)  Reference is made to that certain Credit Agreement,
dated as of July 25, 2008  (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the Credit Agreement; capitalized terms used but not
defined herein shall have the meanings assigned thereto in the Credit
Agreement), by and among Ticketmaster, a Delaware corporation (the Borrower),
the Guarantors party thereto, the Lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.  Pursuant
to the provisions of Section 3.01(e) of the Credit Agreement,
the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this
certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Internal Revenue Code, (iii) it is not a ten percent shareholder of
the Borrower within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code, (iv) it is not a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Internal
Revenue Code and (v) the interest payments in question are not effectively
connected with the undersigneds conduct of a U.S. trade or business.  The
undersigned has furnished its participating Lender with a certificate of its
non-U.S. person status on Internal Revenue Service Form W-8BEN.  By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform such Lender in writing and (2) the
undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned or in either of the two
calendar years preceding such payments. [Signature Page Follows]  1


[Lender]By:Name:Title:[Address]Dated:                      ,
  20[   ]  2


EXHIBIT 3.01(e)-4  FORM OF
NON-BANK CERTIFICATE (For Non-U.S. Participants That
Are Partnerships For U.S. Federal Income Tax Purposes)  Reference is made to that certain Credit Agreement,
dated as of July 25, 2008  (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the Credit Agreement; capitalized terms used but not
defined herein shall have the meanings assigned thereto in the Credit
Agreement), by and among Ticketmaster, a Delaware corporation (the Borrower),
the Guarantors party thereto, the Lenders from time to time party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.  Pursuant
to the provisions of Section 3.01(e) of the Credit Agreement,
the undersigned hereby certifies that (i) it is the sole record owner of
the participation in respect of which it is providing this certificate, (ii) its
partners/members are the sole beneficial owners of such participation, (iii) neither
the undersigned nor any of its partners/members is a bank within the meaning
of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none
of its partners/members are ten percent shareholders of the US Borrower
within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code, (v) none of its partners/members are controlled foreign
corporation(s) related to the Borrower, as described in Section 881(c)(3)(C) of
the Internal Revenue Code, and (vi) the interest payments in question are not
effectively connected with the undersigneds or its partners/members conduct
of a U.S. trade or business.  The
undersigned has furnished its participating Lender with Internal Revenue
Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN
from each of its partners/members claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly
so inform such Lender and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned
or in either of the two calendar years preceding such payments. [Signature Page Follows]  1


[Lender]By:Name:Title:[Address]Dated:                      ,
  20[   ]  2


EXHIBIT
7.02(b)  FORM OF COMPLIANCE CERTIFICATE  Financial Statement Date:                  ,  To:          JPMorgan Chase Bank, N.A.,
as Administrative Agent  Ladies and Gentlemen:  Reference is made to that certain Credit Agreement,
dated as of July 25, 2008 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the Agreement; capitalized
terms used but not defined herein shall have the meanings assigned thereto in
the Agreement), among Ticketmaster, a Delaware corporation (the Borrower),
the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent and Collateral Agent.  The undersigned Responsible Officer(1) hereby
certifies as of the date hereof that he/she is the                          
of the Borrower, and that, as such, he/she is authorized to execute and deliver
this Compliance Certificate to the Administrative Agent on the behalf of the
Borrower, and that:  [Use following paragraph 1 for
fiscal year-end financial statements]  1.             Attached
hereto as Schedule 1 are the year-end audited financial statements
required by Section 7.01(a) of the Agreement for the fiscal
year of the Borrower ended as of the above date, together with the report and
opinion of an independent certified public accountant required by such section.  [Use following paragraph 1 for
fiscal quarter-end financial statements]  1.             Attached
hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of
the Agreement for the fiscal quarter of the Borrower ended as of the above
date.  Such consolidated financial
statements fairly present the financial condition, results of operations and
cash flows of the Borrower and its Subsidiaries in accordance with GAAP as applied
under the Agreement for such period, subject only to normal year-end audit
adjustments and the absence of footnotes.  [select
one:]  [2.            No
Default or Event of Default exists as of the date hereof.] or  
 (1)This
certificate should be from the chief executive officer, chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the
Borrower.  1


[2.          The following is a list of each
Default and Event of Default in existence as of the date hereof, and its nature
and extent and the Borrowers proposed actions with respect thereto: [   ].]  3.             The
financial covenant analyses and information set forth on Schedule 2 is
being provided pursuant to Section 7.02(b) of the Agreement.  IN WITNESS WHEREOF,the undersigned has executed this Compliance Certificate
                                                
as of
                   
,
                  
..  TICKETMASTERBy:Name:Title:  2


SCHEDULE 1
to the Compliance Certificate  Financial Statements (See attached.)  3


SCHEDULE 2(2) to the Compliance Certificate  Covenant Analysis ($ in 000s)  I.
  Section 8.10(b)
  Consolidated Interest Coverage Ratio.A.
  Consolidated
  EBITDA as of the last day of each period of four consecutive fiscal quarters
  then ending (Subject Period) for the Consolidated Group calculated on
  a pro forma basis:
  
  $1.
  Consolidated
  Net Income for Subject Period:
  
  $2.
  Plus, in each
  case solely to the extent such expenses were deducted in arriving at
  Consolidated Net Income for the Subject Period:a.
  Consolidated Interest Expense (without giving effect to the second proviso of
  the definition of Consolidated Interest Expense):
  
  $b.
  Provision for taxes, to the extent based on income or profits:
  
  $c.
  Amortization and depreciation:
  
  $d.
  The amount of all expenses incurred in connection with the closing and
  funding of the Credit Agreement, the Senior Notes and the Transactions:
  
  $e.
  The amount of all non-cash deferred compensation expense:
  
  $f.
  The amount of all expenses associated with the early extinguishment of Indebtedness
  permitted to be incurred under the Credit Agreement:
  
  $g.
  any losses from sales of Property, other than sales in the ordinary course of
  business:
  
  $  
 (2)In the event of
any inconsistency between (x) the requirements for calculating compliance
with any covenant or disclosing information in this Form of Compliance
Certificate, and (y) the requirements for calculating compliance with any
covenant or disclosing information in the Agreement, the terms of the Agreement
shall govern.  4


h.
  any non-cash impairment loss of goodwill or other intangibles required to be
  taken pursuant to GAAP:
  
  $i.
  any non-cash expense recorded with respect to stock options or other
  equity-based compensation:
  
  $j.
  any extraordinary loss in accordance with GAAP:
  
  $k.
  any restructuring, non-recurring or other unusual item of loss or expense
  (including write-offs and write-downs of assets), other than any write-off or
  write-down of inventory or accounts receivable; provided that, the
  aggregate amount of any such losses or expenses in cash shall not exceed
  $25.0 million in any four quarter period ending on or prior to
  September 30, 2009 and $6.0 million in any four quarter period ending
  thereafter:
  
  $l.
  any non-cash loss related to discontinued operations:
  
  $m.
  any other non-cash charges (other than write-offs or write-downs of inventory
  or accounts receivable); provided that, in the case of any non-cash
  charge referred to here that relates to accruals or reserves for a future
  cash disbursement, such future cash disbursement shall be deducted from
  Consolidated EBITDA in the period when such cash is so disbursed:
  
  $3.
  Minus, in each case
  solely to the extent such expenses increased Consolidated Net Income for the
  Subject Period:a.
  any extraordinary gain in accordance with GAAP:
  
  $b.
  any nonrecurring item of gain or income (including write-ups of assets), other
  than any write-up of inventory or accounts receivable:
  
  $c.
  any gains from sales of Property, other than from sales in the ordinary
  course of business:
  
  $d.
  any non-cash gain related to discontinued operations:
  
  $e.
  the aggregate amount of all other non-cash items increasing Consolidated Net
  Income during the Subject
  
  $  5


Period;
  provided that, in the case of any non-cash item referred to in #3 that
  relates to a future cash payment to the Borrower or a Subsidiary, such future
  cash payment shall be added to Consolidated EBITDA in the period when such
  payment is so received by the Borrower or such Subsidiary:4.
  Consolidated
  EBITDA (Lines I.A.1 + I.A.2(a) to (m)  I.A.3(a) to (e):
  
  $B.
  Consolidated
  Interest Expense of the Consolidated Group for Subject Period:
  
  $C.
  Consolidated
  Interest Coverage Ratio (Line I.A.4 ̧Line I.B):
  
  to 1.0Minimum required:
  
  3.0
  to 1.0  6


II.
  Section 8.10(a)
  Consolidated Total Leverage Ratio.A.
  Consolidated
  Total Funded Debt as of the last day of each fiscal quarter
  
  $B.
  Consolidated
  EBITDA of the Consolidated Group for the period of four (4) consecutive
  fiscal quarters ending as of such day (Line I.A.4 above):
  
  $C.
  Consolidated
  Total Leverage Ratio (Line II.A ̧Line II.B):
  
  to 1Maximum
  permitted:
  
  3.5
  to 1.0  7


For the Quarter/Year ended                                       (Statement
Date)  Consolidated EBITDA(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement and without duplication)  Consolidated
  EBITDA
  
  Quarter
  Ended
  
  Quarter
  Ended
  
  Quarter
  Ended
  
  Quarter
  Ended
  
  Twelve 
  Months
  EndedConsolidated
  Net Income+   Plus,
  in each case solely to the extent such expenses were deducted in arriving at
  Consolidated Net Income:(a) Consolidated Interest Expense (without
  giving effect to the second proviso of the definition of Consolidated
  Interest) Expense)(b) provision for taxes, to the extent based
  on income or profits(c) amortization and depreciation(d) the amount of all expenses incurred in
  connection with the closing and funding of the Credit Agreement, the Senior
  Notes and  8


the Transactions(e) the amount of all non-cash deferred
  compensation expense(f) the amount of all expenses associated
  with early extinguishment of Indebtedness permitted to be incurred under the
  Credit Agreement(g) any losses from sales of Property, other
  than sales in the ordinary course of business(h) any non-cash impairment loss of goodwill
  or other intangibles required to be taken pursuant to GAAP(i) any non-cash expense recorded with
  respect to stock options or other equity-based compensation(j) an extraordinary loss in accordance with
  GAAP(k) any restructuring, non-recurring or other
  unusual item of loss or expense (including write-offs and write-downs of
  assets), other than any write-off or write-down of inventory or accounts
  receivable, subject to  9


certain limitations(l) any non-cash loss related to discontinued
  operations(m) any other non-cash charges (other than
  write-offs or write-downs of inventory or accounts receivable)Minus, in each case solely to
  the extent such expenses increased Consolidated Net Income:(a) any extraordinary gain in accordance with
  GAAP(b) any nonrecurring item of gain or income
  (including write-ups of assets), other than any write-up of inventory or
  accounts receivable(c) any gains from sales of Property, other
  than from sales in the ordinary course of business(d) any non-cash gain related to discontinued
  operations(e) the aggregated amount of all other
  non-cash items increasing Consolidated Net Income  10


Consolidated EBITDA:  11


For the Quarter/Year ended                                       (Statement
Date)  Subject Dispositions and Involuntary Dispositions(in accordance with the definition of Subject Dispositions 
and Involuntary Dispositions as set forth in the Agreement)  With respect to the fiscal
quarter or, if applicable, fiscal year to which this certificate relates, the following
are the Subject Dispositions and Involuntary Dispositions (including any Major
Disposition as to which the Borrower has already provided notice to the
Administrative Agent in accordance with Section 7.02 (g) of the
Credit Agreement) that occurred during such period and for which the Net Cash
Proceeds:  1.  received
in such Subject Disposition (or series of related Subject Dispositions) exceeded
$5,000,000; or  2.  received
in such Involuntary Disposition (or series of related Involuntary Dispositions)
exceeded $5,000,000; and  3.  received for
all Subject Dispositions and Involuntary Dispositions exceeded $10,000,000 in
the aggregate  Description of such Disposition(s):  Net Cash Proceeds from such Disposition(s):  Intended use of Net Cash Proceeds from such
Disposition(s):  12


For the Quarter/Year ended                                       (Statement
Date)  Cumulative Credit(in accordance with the definition of Cumulative Credit
as set forth in the Agreement, without duplication)  Cumulative Credit
  
  Quarter
  Ended
  
  Quarter
  Ended
  
  Quarter
  Ended
  
  Quarter
  Ended
  
  Twelve
  Months
  Ended(a) Consolidated Excess Cash Flow(1)(b) plus, without duplication of any
  amounts referred to in clause (d), the aggregate amount of Net Cash Proceeds
  of any issuance of Qualified Capital Stock of the Borrower (but not including
  any issuance or purchase referred to in Sections 8.02(c), 8.02(r) or
  8.06(s)) after the Funding Date and at or prior to such time for
  common equity of the Borrower(c)  plus, the amount of Domestic Cash
  and Foreign Cash(2)  
 (1)To the extent
this Compliance Certificate is not being delivered with respect to a fiscal
year end, 25% of the Consolidated Excess Cash Flow generated in the fiscal
quarter to which this Compliance Certificate relates shall not be counted
toward calculating Consolidated Excess Cash Flow until the financial statements
for the fiscal year in which this fiscal quarter falls have been delivered
pursuant to Section 7.01(a) and all prepayments that may be
required pursuant to Section 2.06(b)(iv) with respect to the
Consolidated Excess Cash Flow generated in such fiscal year have been made.  (2)In the case of
a use of the Cumulative Credit to make an Investment pursuant to Section 8.02(k) only.  13


(d) plus, to the extent not otherwise
  reflected in Consolidated Excess Cash Flow, the amount of cash returns on any
  Investment made pursuant to Section 8.02(k) (other than any
  Investment subsequently deemed to be made pursuant to Section 8.02(e))
  in a Person other than the Borrower or a Subsidiary (to the extent such
  Investment was made through the use of the Cumulative Credit) resulting from
  interest payments, dividends, repayments of loans or advances or profits from
  Dispositions of Property, in each case to the extent actually received by the
  Borrower or a Guarantor at or prior to such time(e) minus, the aggregate amount of
  Investments and Restricted Payments made since the Funding Date pursuant to Sections
  8.02(k) (excluding Investments subsequently deemed to have been made
  pursuant to Section 8.02(e)) and 8.06(f),respectively,
  through  14


utilization of the Cumulative Credit (excluding such proposed use of
  the Cumulative Credit, but including any other simultaneous proposed use of
  the Cumulative Credit)(f) minus the ECF Application Amount
  for each fiscal year of the Borrower, to the extent the financial statements
  for such fiscal year have been delivered pursuant to Section 7.01 (a)Cumulative Credit (other than for Section 8.02(k):Cumulative Credit available for Section 8.02(k) only:  15


EXHIBIT 7.12  FORM OF 
JOINDER AGREEMENT  Reference
is made to the Credit Agreement, dated as of July 25, 2008 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the Credit Agreement, capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Credit Agreement), among
Ticketmaster, as Borrower, the Guarantors party thereto, the Lenders from time
to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent
and Collateral Agent.  W I T N E S S E T H:  WHEREAS,
the Guarantors have entered into the Credit Agreement and the Security
Agreement in order to induce the Lenders to make the Loans and the L/C Issuer
to issue Letters of Credit to or for the benefit of the Borrowers;  WHEREAS,
pursuant to Section 7.13 of the Credit Agreement, the undersigned
Subsidiary (the New Guarantor) is required to become a Subsidiary
Guarantor under the Credit Agreement by executing a Joinder Agreement.  The New Guarantor is executing this joinder
agreement (Joinder Agreement) to the Credit Agreement in order to induce
the Lenders to make additional Revolving Loans and the L/C Issuer to issue
Letters of Credit and as consideration for the Loans previously made and
Letters of Credit previously issued.  NOW,
THEREFORE, the Administrative Agent, Collateral Agent and the New Guarantor
hereby agree as follows:  a.             Guaranty.  In accordance with Section 7.12 of
the Credit Agreement, the New Guarantor by its signature below becomes a Subsidiary
Guarantor under the Credit Agreement with the same force and effect as if originally
named therein as a Subsidiary Guarantor.  b.             Representations
and Warranties.  The New
Guarantor hereby (a) agrees to all the terms and provisions of the Credit
Agreement applicable to it as a Subsidiary Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Subsidiary
Guarantor thereunder are true and correct in all material respects on and as of
the date hereof.  Each reference to a
Guarantor in the Credit Agreement shall be deemed to include the New
Guarantor.  The New Guarantor hereby
attaches supplements to each of the schedules to the Credit Agreement
applicable to it.  1


c.             Severability.  Any provision of this Joinder Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  d.             Counterparts.  This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original.  Delivery of an executed signature page to
this Joinder Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Joinder Agreement.  e.             No Waiver.  Except as expressly supplemented hereby, the
Credit Agreement shall remain in full force and effect.  f.              Notices.  All notices, requests and demands to or upon
the New Guarantor, any Agent or any Lender shall be governed by the terms of Section 11.02
of the Credit Agreement.  g.             Governing
Law.  THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION.  [Signature Pages Follow]  2


IN
WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.  [NEW
  GUARANTOR]By:Name:Title:  Address for Notices:  3


EXHIBIT 11.06  FORM OF
ASSIGNMENT AND ASSUMPTION  This
Assignment and Assumption (this Assignment and Assumption) is dated as
of the Effective Date set forth below and is entered into by and between
[the][each](1) Assignor identified in item 1 below ([the][each, an] Assignor)
and [the][each](2) Assignee identified in item 2 below ([the][each, an] Assignee).  [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees](3) hereunder are several
and not joint.](4)  Capitalized terms used but not defined herein shall
have the meanings assigned thereto in the Credit Agreement identified below
(the Credit Agreement), receipt of a copy of which is hereby
acknowledged by the Assignee.  The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.  For an
agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns
to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignors][the
respective Assignors] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without
limitation, the Letters of Credit and the Swingline Loans included in such
facilities(5)) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and  
 (1)For bracketed language here and elsewhere
in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. 
If the assignment is from multiple Assignors, choose the second
bracketed language.  (2)For bracketed language here and elsewhere
in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. 
If the assignment is to multiple Assignees, choose the second bracketed
language.  (3)Select as appropriate.  (4)Include bracketed language if there are
either multiple Assignors or multiple Assignees.  (5)           Include
all applicable subfacilities.  1


assigned pursuant to clause (i) above (the rights
and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein
collectively as [the][an] Assigned Interest).  Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any]
Assignor.  1.             Assignor[s]:  2.             Assignee[s]:  [for each Assignee, indicate [Affiliate][Approved
Fund] of [identify Lender]]  3.             Borrower:     Ticketmaster  4.Administrative Agent: JPMorgan Chase Bank, N.A., as the
administrative agent under the Credit Agreement  5.Credit Agreement:     Credit Agreement, dated as of July 25, 2008,
among Ticketmaster, the Guarantors party thereto, the Lenders from time to time
party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent and Collateral Agent  6.             Assigned Interest:  Assignor[s](6)
  
  Assignee[s](7)
  
  Facility
  Assigned(8)
  
  Aggregate
  Amount of
  Commitment/Loans
  for all Lenders(9)
  
  Amount
  of
  Commitment
  /Loans
  Assigned
  
  Percentage
  Assigned of
  Commitment/
  Loans(10)
  
  CUSIP
  Number$
  
  $
  
  
  %$
  
  $
  
  
  %$
  
  $
  
  
  %  
 (6)List each
Assignor, as appropriate.  (7)List each
Assignee, as appropriate.  (8)Fill in the
appropriate terminology for the types of facilities under the Credit Agreement
that are being assigned under this Assignment (e.g. Revolving Credit
Commitment, Term A Loan, etc.).  (9)Amounts in this
column and in the column immediately to the right to be adjusted by the
counterparties to take into account any payments or prepayments made between
the Trade Date and the Effective Date.  (10)Set forth, to
at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
thereunder.  2


[7.            Trade Date:           ](11)  Effective Date:                          ,
20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]  The terms set forth in
this Assignment and Assumption are hereby agreed to:  ASSIGNOR[NAME
  OF ASSIGNOR]By:Title:ASSIGNEE[NAME
  OF ASSIGNEE]By:Title:  [Consented to and](12)
  Accepted:JPMorgan
  Chase Bank, N.A., asAdministrative AgentBy:Title:[Consented
  to:](13)By:Title:  
 (11)To be completed
if the Assignor and the Assignee intend that the minimum assignment amount is
to be determined as of the Trade Date.  (12)To be added
only if the consent of the Administrative Agent is required by the terms of the
Credit Agreement.  (13)To be added
only if the consent of the Borrower and/or other parties (e.g. Swingline
Lender, L/C Issuer) is required by the terms of the Credit Agreement.  3


ANNEX 1 TO
ASSIGNMENT AND ASSUMPTION  [                                      ](14)  STANDARD TERMS AND CONDITIONS FOR  ASSIGNMENT AND ASSUMPTION  1.             Representations and Warranties.  1.1.          Assignor.  [The][Each] Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of [the][[the
relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free
and clear of any lien, encumbrance or other adverse claim and (iii) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Credit Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Credit Document.  1.2.          Assignee.  [The][Each] Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 11.06(b) of the Credit Agreement (subject to
such consents, if any, as may be required under Section 11.06(b)(v) of
the Credit Agreement), (iii) from and after the Effective Date, it shall
be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of [the][the relevant] Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is sophisticated with respect
to decisions to acquire assets of the type represented by [the][such] Assigned
Interest and either it, or the Person exercising discretion in making its
decision to acquire [the][such] Assigned Interest, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement,
and has received or has been accorded the opportunity to receive copies of the
most recent financial statements delivered pursuant to Section 7.01
thereof, as applicable, and such other documents and information as it deems
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if
it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to  
 (14)Describe Credit
Agreement at option of Administrative Agent.  4


the terms of the Credit Agreement, duly completed and
executed by [the][such] Assignee; and (b) agrees that (i) it will,
independently and without reliance upon the Administrative Agent, [the][any]
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the
terms of the Credit Documents are required to be performed by it as a Lender.  2.             Payments.  From and after the Effective Date, the
Administrative Agent shallmake all payments in respect of [the][each]
Assigned Interest (including payments of principal, interest, fees and other
amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts
which have accrued from and after the Effective Date.  3.             General Provisions.  This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.  This
Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. 
Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be as effective as delivery of a
manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of New York.  5


Applicable
Percentage means (i) with respect to Term B Loans, (x) 3.253.875% in the case of Eurodollar Rate Loans
and (y) 2.252.875% in the case
of Base Rate Loans and (ii) with respect to Revolving Loans, Swingline
Loans, Letter of Credit Fees and Term A Loans the following percentages per
annum:  APPLICABLE PERCENTAGES FOR
REVOLVING LOANS, SWINGLINE LOANS,
LETTER OF CREDIT FEES AND TERM A LOANS  Pricing
  Level
  
  Consolidated
  Total
  Leverage
  Ratio
  
  Eurodollar Rate
  Loans (other
  than for
  Revolving
  Loans)
  
  Base Rate
  Loans (other
  than for
  Revolving
  Loans)
  
  Eurodollar
  Rate Loans
  (for Revolving
  Loans) and
  Letter of
  Credit Fees
  
  Base Rate
  Loans
  (for
  Revolving
  Loans)I
  
  < 1.50:1.00
  
  2.252.875
  %
  1.251.875
  %
  1.752.375
  %
  0.751.375
  %II
  
  >1.50 but 
  < 2.25:1.00
  
  2.503.125
  %
  1.502.125
  %
  2.002.625
  %
  1.001.625
  %III
  
  > 2.25 but 
  < 3.00:1.00
  
  2.753.375
  %
  1.752.375
  %
  2.252.875
  %
  1.251.875
  %IV
  
  >3.00:1.00
  
  3.003.625
  %
  2.002.625
  %
  2.503.125
  %
  1.502.125
  %  Applicable
Percentages for Revolving Loans, Swingline Loans, Letter of Credit Fees and
Term A Loans will be based on the Consolidated Total Leverage Ratio as set
forth in the most recent Compliance Certificate received by the Administrative
Agent pursuant to Section 7.02(b). Any increase or decrease in such
Applicable Percentage resulting from a change in the Consolidated Total
Leverage Ratio shall become effective on the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 7.02(b);
provided, however, that if (i) a Compliance Certificate is
not delivered when due in accordance therewith or (ii) an Event of Default
pursuant to Section 9.01(a), (f) or (h) has
occurred and is continuing, then, in the case of clause (i) pricing
level IV shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered until the first
Business Day immediately following delivery thereof, and in the case of clause
(ii) pricing level IV shall apply as of the first Business Day after
the occurrence of such Event of Default until the first Business Day
immediately following the cure or waiver of such Event of Default.  The Applicable Percentage in effect from the
Closing Date through the date for delivery of the Compliance Certificate for the
first full fiscal quarter ending after the Closing Date shall be determined
based upon pricing level III for Revolving Loans, Swingline Loans, Letter of
Credit Fees and Term A Loans.  Determinations
by the Administrative Agent of the appropriate pricing level shall be
conclusive absent manifest error.


In the
event that any financial statement or Compliance Certificate delivered pursuant
to Section 7.01 or 7.02 is shown to be inaccurate
(regardless of whether this Credit Agreement or the Commitments are in effect
or any Loans are outstanding when such inaccuracy is discovered), and such
inaccuracy, if corrected, would have led to the application of a higher
Applicable Percentage for any period (an Applicable Period) than the
Applicable Percentage applied for such Applicable Period, and only in such
case, then the Borrower shall immediately (i) deliver to the
Administrative Agent a corrected Compliance Certificate for such Applicable
Period, (ii) determine the Applicable Percentage for such Applicable
Period based upon the corrected Compliance Certificate, and (iii) immediately
pay to the Administrative Agent the accrued additional interest owing as a
result of such increased Applicable Percentage for such Applicable Period,
which payment shall be promptly applied by the Administrative Agent in
accordance with Section 2.11. 
The rights of the Administrative Agent and Lenders pursuant to this
paragraph are in addition to rights of the Administrative Agent and Lenders
with respect to Sections 2.08(b) and 9.02 and other of their
respective rights under the Credit Documents.