exv10w4



 





EX-10.4
CREDIT AGREEMENT




CREDIT AGREEMENT




     THIS
CREDIT AGREEMENT (this “Agreement”) dated the ___ day of May, 2006, confirms the
mutual agreements among CPI INTERNATIONAL TOURING INC., a Barbados corporation, CPI TOURING (USA),
INC., a Delaware corporation, GRAND ENTERTAINMENT (ROW), LLC, a Delaware limited liability company,
CPI ENTERTAINMENT CONTENT (2005), INC., a Delaware corporation (“Grand 2005”), and CPI
ENTERTAINMENT CONTENT (2006), INC., a Delaware corporation (each individually referred to herein as
a “Borrower” and collectively referred to herein as the “Borrowers”), SFX
ENTERTAINMENT, INC., a Delaware corporation (“Lender”), and LIVE NATION, INC., a Delaware
corporation (“Lender Guarantor”), parties with CPI Entertainment Rights Inc., a Barbados
corporation, Concert Productions International Inc., a Barbados IBC corporation, SAMCO Investments
Ltd., a Turks and Caicos company, and certain others (the “CPI Sellers”) to that certain
Stock Purchase Agreement dated of even date herewith (the “Stock Purchase Agreement”), in
connection with the revolving credit facility described in Section 2 below (the “Revolving
Credit Facility”).



     Section 1. Certain Defined Terms. As used herein, the following terms shall have the
following meanings:



     (a) “Applicable Rate” shall mean, for any calendar quarter or portion thereof, the per
annum rate of interest reported by Lender in its Form 10-Q filed with respect to the previous
calendar quarter as its weighted average cost of debt for such quarter; provided if Lender is not
required to file a Form 10-Q, or if any From 10-Q does not set forth the weighted average cost of
debt for Lender, the “Applicable Rate” for any calendar quarter, or any portion thereof, shall be
the per annum rate of interest determined by Lender in the exercise of its reasonable discretion on
or about the first day of each calendar quarter to be the average cost of Lender’s borrowed funds
for the immediately preceding calendar quarter, taking into account among other factors the overall
cost of borrowing under Lender’s then effective senior credit facility, if any. The Applicable
Rate through June 30, 2006 shall be seven and forty-five hundredths percent (7.45%) per annum.



     (b) “Board of Directors” shall include a board of directors, a board of managers or
any similar body.



     (c) “Business Day” shall mean a day other than a Saturday, Sunday, or legal holiday
for commercial banks under the laws of the State of New York.



     (d) Intentionally omitted.



     (e) “Excluded Project” shall mean any discrete activity undertaken by a Borrower or
Subsidiary designated as such in writing to Lender by the Board of Directors of such Borrower or
Subsidiary.



     (f) “GAAP” shall mean United States generally-accepted accounting principles
consistently applied.



     (g) Intentionally omitted.



     (h) “Letters of Credit” shall mean the Streisand Letter of Credit and any Future
Permitted Music Tour Letter of Credit.













 





     (i) “Material Adverse Effect” shall mean a material adverse effect on the business,
operations and properties of the Borrowers and the Subsidiaries, taken as a whole.



     (j) “Material Subsidiary” shall mean Concert Productions International (USA) LLC, a
Delaware limited liability company, CPI Touring (BS-US), LLC, a Delaware limited liability company,
Concerts Productions International (LOTR) Inc., a Canadian corporation, and each other Subsidiary
determined by Lender from time to time in the exercise of its reasonable discretion after
consultation with one or more of the Borrowers, to be material.



     (k) “Maximum Rate” shall mean the maximum non-usurious rate permitted by applicable
law.



     (l) Intentionally omitted.



     (m) “Ordinary Expiration Date” shall mean the earlier to occur of (i) Lender’s
exercise of the Put Option and (ii) the fifth (5th) anniversary of the date hereof.



     (n) “Permitted Dividends” shall mean, for any calendar year, an amount equal to the
consolidated net income of all Borrowers for such calendar year, determined in accordance with GAAP
as if all of the Borrowers were a single accounting entity, except that (A) all Project Revenues
and Project Expenses attributable to Short-Term Projects that ended during such year shall be
included in the determination of net income for such year, regardless of the year in which such
Project Revenues were received or such Project Expenses were incurred, (B) all Project Revenues and
Project Expenses attributable to Short-Term Projects that did not end during such year shall not be
included in the calculation of net income for such year, notwithstanding their receipt or
incurrence during such year, and (C) no revenues or expenses attributable to Excluded Projects
shall be included in the calculation of net income for such year.



     (o) “Pre-Expiration Project” shall mean (i) any Future Permitted Music Tour for which
a Borrower has entered into a touring agreement with, or has otherwise legally committed to, the
touring artist prior to the Ordinary Expiration Date or (ii) any other Project that has been
formally approved for development, production and operation by the Board of Directors or Board of
Managers of a Borrower, and for which an Approved Project Budget has been delivered to Lender,
prior to the Ordinary Expiration Date.



     (p) “Project” shall mean any discrete activity, except for Excluded Projects,
undertaken by a Borrower or Subsidiary for a Permitted Purpose.



     (q) “Project Expenses” shall mean, for any period, the amount of all costs and
expenses, whether or not capitalized, that are paid with respect to all Projects during such
period, but in no event will costs of a Project in excess of the Approved Project Budget for such
Project be used in the calculation of the amount of Project Expenses.



     (r) “Project Revenues” shall mean, for any period, the amount of all revenues
generated by all Projects during such period.



     (s) “Short-Term Project” shall mean (i) any Future Permitted Music Tour, regardless of
schedule, (ii) each other Project that is scheduled to be completed within nine (9) months after
its initial public performance or presentation, and (iii) each other project that is scheduled to
be completed longer than nine (9) months after its initial public performance or presentation that
the Board of Directors of the applicable Borrower or Subsidiary and Lender mutually determine to
designate as a Short-Term Project.



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     (t) “Type” shall mean, for purposes of the interest rate payable hereunder with
respect to an Advance and the application of principal payments hereunder, whether such Advance is
an Initial Advance, Working Capital Advance, Music Touring Advance, Ancillary Rights Advance,
Non-Touring Live Project Advance, Permanent Capital Expenditure Advance, Streisand Letter of Credit
Advance, Future Permitted Music Tour Letter of Credit Advance, Permitted Dividend Advance or
Deferred Initial Advance.



     (u) “UCC” shall mean the Uniform Commercial Code as adopted in the State of New York.



     (v) “Working Capital Expenses” shall mean, for any period, the amount of all costs and
expenses of the Borrowers paid during such period that (i) are appropriate to properly operate the
business of the Borrowers, (ii) are not allocated as Project Expenses to any one or more Projects,
and (iii) after the Ordinary Expiration Date, are allocable only to Pre-Expiration Projects, but in
no event will costs and expenses in excess of any Borrower’s operating budget (as approved by its
Board of Directors from time to time prior to the Termination Date) during any year be used in the
calculation of the amount of Working Capital Expenses.



     Section 2. Revolving Credit Facility. Subject to the terms of this Agreement, Lender
agrees to make advances (“Advances”) under the Revolving Credit Facility pursuant to the
following terms and conditions:



     (a) Purpose: Advances may be used by the Borrowers only for the following purposes
(individually referred to herein as a “Permitted Purpose” and collectively referred to
herein as the “Permitted Purposes”):




     (1) payment by the Borrowers to (i) Concert Productions International Inc. of the sum
of $4,813,538.00 in exchange for the purchase by one or more of the Borrowers of the assets
and/or entities described in Sections I.A. and III.A. of Schedule 1 hereto, and in
reimbursement of the funds advanced to or for the benefit of one or more of the Borrowers,
as described in Section VI of Schedule 1 hereto, (ii) SAM Tour (USA) Inc. of the sum of
$915,645.00 in exchange for the purchase by one or more of the Borrowers of the assets
and/or entities described in Section II.A. of Schedule 1 hereto, (iii) TGA Entertainment
Ltd. of the sum of $2,285,126.00 in exchange for the purchase by one or more of the
Borrowers of the assets and/or entities described in Sections II.B. and III.C. of Schedule 1
hereto, (iv) CPI Entertainment Rights, Inc. of the sum of $6,729,276.00 in exchange for the
purchase by one or more of the Borrowers of the assets and/or entities described in Section
III.B. of Schedule 1 hereto, (v) one or more persons the sum of $6,380.00 in repayment of
advances described in Section IV.D. of Schedule 1 hereto, (vi) CPI Canada Management Inc. of
the sum of $2,045,349.00 in reimbursement of services rendered to and/or funds advanced to
or for the benefit of one or more of the Borrowers, as described in Section VII of Schedule
1 hereto, and (vii) Torys LLP, counsel to the Borrowers, of $120,000.000 in payment of
certain legal fees services rendered in connection with the Corporate Restructuring (as
defined in the Stock Purchase Agreement) (Advances for the purposes described in this clause
(1) are referred to herein as the “Initial Advances”);




     (2) payment of Working Capital Expenses (Advances for the purposes described in this
clause (2) are referred to herein as “Working Capital Advances”);




     (3) promotion by a Borrower of Projects that are music concert tours that (A) would
achieve, using reasonable ticket scaling and other reasonable revenues projections, a
financial break-even with tour-wide attendance of 75% or less of the total number of tickets
available for sale during the entirety of the tour or project (with the understanding that
(i) ancillary tour-related



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revenue to be derived from such tour will be included in determining whether or not
break-even will be achieved and (ii) the policies that will be utilized in determining
whether the foregoing test is satisfied will be consistent with the past practices, policies
and assumptions utilized in the analysis of previous tours on which a Borrower and Lender
have collaborated and thereafter on a basis consistent with the practices, policies and
assumptions utilized in the analysis of other Future Permitted Music Tours) or (B) are
otherwise approved by the Board of Directors of the applicable Borrower (“Future
Permitted Music Tours”); provided that the sum of the aggregate amount of outstanding
Music Touring Advances plus the face amount of the Streisand Letter of Credit
(hereinafter defined), if then outstanding, plus the face amount of all outstanding
Future Permitted Music Tour Letters of Credit (hereinafter defined) issued in support of the
promotion of the Borrowers’ music concert tours shall never exceed $200,000,000.00 at any
one time (Advances for the purposes described in this clause (3) are referred to herein as
“Music Touring Advances”);




     (4) acquisition and exploitation by a Borrower of intellectual property rights of
enduring value that relate to or derive from live entertainment performances, such as DVD
rights, merchandise rights and manuscript rights, to the extent such activities have been
approved by the Board of Directors of the applicable Borrower (Advances for the purposes
described in this clause (4) are referred to herein as “Ancillary Rights Advances”);




     (5) production by a Borrower of live theatrical shows and other live projects (other
than music concert tours), to the extent such projects have been approved by the Board of
Directors of the applicable Borrower (Advances for the purposes described in this clause (5)
are referred to herein as “Non-Touring Live Project Advances”);




     (6) acquisition by a Borrower of real estate and other capital expenditures (including
for the purpose of acquiring Subsidiaries) necessary to conduct the business of any of the
Borrowers to the extent such expenditures are approved by the Board of Directors of the
applicable Borrower (Advances for the purposes described in this clause (6) are referred to
herein as “Permanent Capital Expenditure Advances”);




     (7) payments to Lender necessary to reimburse Lender for any reimbursement obligation
it incurs as a result of any draw on the Streisand Letter of Credit (Advances for the
purposes described in this clause (7) are referred to herein as “Streisand Letter of
Credit Advances”);




     (8) reimbursement to Lender for any reimbursement obligation it incurs as a result of
any draw on any Future Permitted Music Tour Letter of Credit (Advances for the purposes
described in this clause (8) are referred to herein as “Future Permitted Music Tour
Letter of Credit Advances”);




     (9) payment of Permitted Dividends (advances for the payment of Permitted Dividends are
referred to herein as “Permitted Dividend Advances”); and




     (10) payment of the amounts set forth in the column titled “Funding required” on
Schedule 2 hereto in connection with the transfer of the Deferred Entertainment Investments
listed on Schedule 2 hereto (Advances for the purposes described in this clause (10) are
referred to herein as the “Deferred Initial Advances”).


The Borrowers may form one or more wholly-owned subsidiaries (individually referred to herein as a
“Subsidiary”, and collectively referred to herein as the “Subsidiaries”). All
Investment Property (as


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defined in the UCC) in any Subsidiary owned or acquired by any Borrower or another Subsidiary shall
be pledged to Lender to secure the obligations of the Borrowers hereunder, pursuant to the Security
Agreement or other documentation reasonably requested by Lender, and the applicable Borrower or
Subsidiary shall take all actions that may be reasonably requested by Lender to perfect Lender’s
security interests in such Investment Property. In addition, if such Subsidiary is a Material
Subsidiary, such Material Subsidiary shall become a party to the Security Agreement, as a debtor,
and take such other action as Lender may reasonably require in order to perfect Lender’s security
interests in the assets of such Material Subsidiary. Upon compliance with the foregoing
provisions, and subject to the other terms and conditions of this Agreement, Advances hereunder may
be utilized by Material Subsidiaries for Projects for Permitted Purposes.



In no event may any Advances be used by any Borrower or any Subsidiary for, or for any purpose
related to, any Excluded Project.




     (b) Advance Procedures:




     (i) The Initial Advances shall be made by Lender upon execution of this
Agreement and satisfaction of the other conditions set forth in Section 8 hereof and
the Deferred Initial Advances shall be made by Lender within three (3) Business Days
after completion of each transfer of a Deferred Entertainment Investment, as
applicable. All Advances pursuant to this Section 2(b)(i) shall be made by wire
transfer to Account Number 751-713-619 maintained by SAM Tour II (USA) Inc. with
HSBC Bank USA, One HSBC Center, Buffalo, New York 14203, Attn.: Bernadice Smoot, ABA
Number 021 001 088.




     (ii) On or about the first day of each calendar quarter, commencing with
respect to the calendar quarter beginning July 1, 2006, the Lender and each Borrower
shall meet to determine the anticipated cash needs for each Borrower during such
calendar quarter and the amount of payments hereunder such Borrower is expected to
make during such calendar quarter. Lender and each Borrower shall determine (A) the
amount of cash or cash equivalents held by such Borrower on the first day of such
calendar quarter, (B) the amount of revenues and other cash expected to be received
by such Borrower during such calendar quarter and (C) the expected cash outlays for
such Borrower during such calendar quarter. Based upon such determinations, Lender
and each Borrower shall agree in writing to the amount, if any, of Advances expected
to be required by such Borrower during such calendar quarter and/or the amount, if
any, of repayments of Advances (and interest thereon) expected to be made by such
Borrower on or prior to the last day of such calendar quarter. If any Borrower
fails to meet with Lender to make such determinations, Lender shall have the right
to make such determinations, based upon the information then available to it, and
such determinations shall be fully binding on the Borrowers as if the Borrowers had
agreed to them specifically. Within three (3) Business Days after such agreement is
reached between Lender and such Borrower, if the decision is that such Borrower
requires an Advance during such calendar quarter, Lender shall make an Advance in
the required amount to such Borrower. If such Approved Project Budget has not
previously been delivered to Lender, prior to an Advance with respect to a Project,
the applicable Borrower shall provide Lender with a copy of the budget for such
Project, approved by the Board of Directors of the applicable Borrower (such budget,
as it may be updated at any time prior to the Termination Date, with the approval of
such Board of Directors, and delivered to Lender, is referred to herein as the
“Approved Project Budget”).



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     (iii) Except as provided in Section 2(b)(iv) below, any Borrower may request
from Lender additional Advances, so long as such Advance is for a Permitted Purpose
and such Borrower is otherwise entitled thereto, by delivering to Lender a Request
for Additional Advance in the form attached as Exhibit “A” hereto, at least three
(3) Business Days prior to the date such Advance is desired. If such Approved
Project Budget has not previously been delivered to Lender, the first Request for
Advance with respect to a Project shall contain a copy of the Approved Project
Budget for such Project.




     (iv) After the Ordinary Expiration Date, Lender shall not be required to make
any Advances hereunder other than Advances with respect to Pre-Expiration Projects.
In no event shall Lender be required to advance pursuant to this Section 2(b)(iv),
with respect to any Pre-Expiration Projects, more than the budgeted amount set forth
in the Approved Project Budget for such Pre-Expiration Project.




     (v) Each Request for Advance shall constitute a representation and warranty by
the Borrowers that all representations and warranties set forth in this Agreement
are true and correct as of the date of such Request for Advance. Streisand Letter
of Credit Advances will be made by Lender to itself, and Future Permitted Music Tour
Letter of Credit Advances will be made to the Issuing Bank of the applicable Future
Permitted Music Tour Letter of Credit, or to Lender if Lender has previously
reimbursed the applicable Issuing Bank for a draw under a Future Permitted Music
Tour Letter of Credit. If, on the date any other Advance is desired, the Borrowers
are in compliance with all material requirements of this Agreement, Lender shall
make such Advance by wire transfer to the appropriate payee (pursuant to wire
transfer instructions included within the applicable Request for Advance), or
deposit the amount of such Advance into an account of the requesting Borrower. Each
Advance made by wire transfer shall bear interest from the date such wire transfer
is made, and each Advance made by delivery into an account of a Borrower shall bear
interest from the date such deposit is made into such account.



     (c) Term: Lender agrees to make Advances hereunder, and to cause Future Permitted
Music Tour Letters of Credit to be issued, subject to the terms and conditions of this Agreement,
from the date hereof through the earlier to occur of (1) Lender’s exercise of the Put Option
(except for Advances described in Section 2(b)(iv) above), (2) the date Lender owns no equity
interest in any of the Borrowers, (3) termination of the Revolving Credit Facility by Lender
pursuant to Section 9 hereof, (4) termination of the Revolving Credit Facility by Lender and
Borrowers in writing and (5) the date that is five (5) years after the date of this Agreement
(except for Advances described in Section 2(b)(iv) above) (the earlier of such dates being referred
to herein as the “Termination Date”).



     (d) Letters of Credit.




     (1) Lender has applied for, or will apply for, and is or will be responsible for
reimbursement upon any draw under, an Irrevocable Letter of Credit in the face amount of
$62,000,000, issued or to be issued for the benefit of BSB Touring, Inc. (the “Streisand
Letter of Credit”).




     (2) Any Borrower may request Lender to cause a financial institution with whom Lender
has a relationship for the issuance of letters of credit (an “Issuing Bank”) to
issue letters of credit (“Future Permitted Music Tour Letters of Credit” which, for
purposes of this definition, will exclude the Streisand Letter of Credit) for the account of
such Borrower, in support of a Future Permitted Music Tour, by delivering to Lender a
Request for Letter of Credit



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in the form attached as Exhibit “B” hereto, at least five (5) Business Days prior to
the requested date of issuance, setting forth the requested purpose, beneficiary and terms
of such Future Permitted Music Tour Letter of Credit and, if not previously delivered to
Lender, the Approved Project Budget for such Future Permitted Music Tour, accompanied by
such other documents and instruments as Lender may reasonably require. Each Request for
Letter of Credit shall constitute a representation and warranty by the Borrowers that all
representations and warranties set forth in this Agreement are true and correct as of the
date of such Request for Letter of Credit. If, on the date such Future Permitted Music Tour
Letter of Credit is requested to be issued, the Borrowers are in compliance with all
material requirements of this Agreement, Lender shall cause an Issuing Bank to issue such
Future Permitted Music Tour Letter of Credit and deliver same to or at the direction of the
requesting Borrower. No Future Permitted Music Tour Letter of Credit may have an expiration
date on or after the date that is 18 months after the date of issuance. All issuances of
Future Permitted Music Tour Letters of Credit shall be subject to the agreement of an
Issuing Bank to issue such Future Permitted Music Tour Letter of Credit (failing which
Lender shall use commercially reasonable efforts to procure such agreement from a different
financial institution). Simultaneous with the Request for Letter of Credit relating to the
issuance of a Future Permitted Music Tour Letter of Credit, (and promptly after request from
Lender with respect to all subsequent out-of-pocket costs and fees incurred by Lender to
maintain such Future Permitted Music Tour Letter of Credit) the requesting Borrower shall
pay to Lender the amount of all costs and fees incurred or to be incurred by Lender in
connection with the issuance and maintenance of such Future Permitted Music Tour Letter of
Credit.




     (3) If Lender is required to reimburse the bank that issued the Streisand Letter of
Credit for any draws made thereunder, Lender shall, and the Borrowers hereby authorize
Lender to, without the necessity of any Borrower submitting a Request for Advance,
immediately make a Streisand Letter of Credit Advance to itself, to reimburse itself for the
reimbursement of such payment under the Streisand Letter of Credit. If any Future Permitted
Music Tour Letter of Credit is presented for payment by the beneficiary thereof, Lender
shall make a Future Permitted Music Tour Letter of Credit Advance, without the necessity of
any Borrower submitting a Request for Advance, to the applicable Issuing Bank, to reimburse
such Issuing Bank for the payment under such Future Permitted Music Tour Letter of Credit,
or to Lender if Lender has previously reimbursed such Issuing Bank for a draw made under
such Future Permitted Music Tour Letter of Credit. Streisand Letter of Credit Advances and
Future Permitted Music Tour Letter of Credit Advances may be made by Lender whether or not
the Borrowers would then be entitled to an Advance pursuant to the terms of this Agreement.




     (4) The obligation of the Borrowers to repay Streisand Letter of Credit Advances upon
the terms and conditions set forth herein shall amend, restate and supersede the
indebtedness and liability of CPI-Touring (BS-US), LLC under that certain $5,000,000
Promissory Note dated as of March 8, 2006, by BSB Touring Inc. (BS-US), LLC, payable to
Lender (the “Streisand Note”). None of the rights, titles, liens, security
interests or equities securing repayment of the Streisand Note are released, but are hereby
carried forward and recognized to be still in force and effect as security for all
obligations and indebtedness of the Borrowers, or any of them, under this Agreement. On or
within a reasonable period of time after the execution of this Agreement, Lender shall
return the Streisand Note to CPI-Touring (BS-US), LLC.



     Section 3. Promise to Pay, Interest Rate and Repayment Terms.



     (a) Promise to Pay. Each Borrower promises to pay to Lender the aggregate unpaid
principal amount of Advances made by Lender to any Borrower pursuant to this Agreement, in lawful
money of the



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United States of America, and to pay interest on such advanced and unpaid principal amounts,
from the date of advance thereof until repaid, at the rate or rates set forth herein.



     (b) Interest Rate.




     (1) Subject to the provisions of this paragraph (1), and paragraphs (2) and (3) of this
Section 3(b), the Borrowers shall pay interest on (A) Music Touring Advances, Streisand
Letter of Credit Advances and Future Permitted Music Tour Letter of Credit Advances at the
Applicable Rate, (B) Working Capital Advances and Ancillary Rights Advances at the
Applicable Rate plus one percent (1%) per annum and (C) Non-Touring Live Project Advances
and Permanent Capital Expenditure Advances, at the Applicable Rate plus two percent (2%) per
annum. The Initial Advances shall be of the Type shown on Schedule 1 hereto and the
Deferred Initial Advances shall be of the Type shown on Schedule 2 hereto. Each subsequent
Advance other than Permitted Dividend Advances shall be of the Type shown on the first
Request for Advance submitted in connection therewith, unless Lender determines that it is
of a different Type. The Borrowers shall pay interest on a Permitted Dividend Advance at
the Applicable Rate plus a percentage between zero percent (0%) and two percent (2%) per
annum, as determined by Lender in its reasonable discretion after consultation with one or
more of the Borrowers, to reflect the Types of the Projects from which the revenues
generating principal payments hereunder during the year prior to the year in which the
Permitted Dividend Advance is made were derived. Any accrued and unpaid interest hereunder
on the first day of each month shall itself accrue interest at the same rate as the Type of
Advance for which such interest has accrued.




     (2) Subject to the provisions of paragraph (3) of this Section 3(b), in the event that,
and for so long as any Event of Default hereunder shall have occurred and be continuing,
then and in any such event, the outstanding principal amount hereunder shall bear interest
at the same rate as the Type of Advance for which interest has been accrued plus two percent
(2%) per annum.




     (3) Notwithstanding anything contained herein to the contrary, in no event shall the
interest rate payable hereunder exceed the Maximum Rate (hereinafter defined).




     (4) All payments made by any Borrower hereunder will be made without setoff,
counterclaim or other defense, free and clear of, and without deduction or withholding for,
any present or future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision
or taxing authority thereof or therein with respect to such payments (but excluding, except
as provided in the second succeeding sentence, any tax, levy, impost, duty, fee, assessment
or other charge imposed on or measured by the net income, net profits or net worth of Lender
and all interest, penalties or similar liabilities with respect to all such taxes, levies,
imposts, duties, fees, assessments or other charges) (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to collectively as
“Taxes”). If any Taxes are so levied or imposed on Lender, the Borrowers agree to
pay the full amount of such Taxes, and such additional amounts as may be necessary so that
every payment of all amounts due under this Agreement, after withholding or deduction for or
on account of any Taxes, will not be less than the amount provided for herein. If any
amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrowers
agree to reimburse Lender for all taxes imposed on or measured by the net income, net
profits or any franchise tax based on net income, net profits or net worth, of Lender and
for any withholding of taxes as Lender shall reasonably determine are payable by, or
withheld from, Lender, in respect of such amounts so paid to or on behalf of Lender pursuant
to the preceding sentence and in respect of any amounts paid to or on behalf of



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Lender pursuant to this sentence. The Borrowers agree to indemnify and hold harmless
Lender, and reimburse Lender upon its written request, for the amount of any Taxes so levied
or imposed and paid by Lender.




     (5) If requested by a Borrower, Lender will deliver a copy of its then most recently
filed Form 10-Q to such Borrower, which copy may be an electronic copy. Lender shall not be
required to deliver more than one Form 10-Q per quarter to the Borrowers, and such delivery
may be effected by placing one or more of the Borrowers on a list to receive automated
electronic copies of its Form 10-Q’s and/or other SEC filings.



     (c) Repayment Terms. The following repayment provisions shall be in effect from the
date hereof through the Ordinary Expiration Date:




     (1) If a Borrower so elects, all revenues of such Borrower shall be deposited into an
account over which the Lender shall have control, and all amounts in such account at the end
of each Business Day shall be transferred to Lender and applied as set forth in clause (4)
below as of the next Business Day.




     (2) On or before the last day of each calendar quarter, commencing June 30, 2006, each
Borrower shall pay to Lender, to be applied as set forth in clause (4) below, the amount, if
any, by which the amount agreed by Lender and such Borrower pursuant to Section 2(b)(ii)
hereof to be repaid to Lender hereunder during such quarter exceeds the amount repaid by
such Borrower during such quarter pursuant to clause (1) above and clause (3) below.




     (3) If Ticketmaster (or any other ticketing agency with whom any Borrower has an
arrangement or agreement concerning the sale of tickets to events promoted by such Borrower)
transmits directly to Lender any funds due and owing by such ticketing agency to a Borrower,
such sums shall be applied by Lender, effective as of the Business Day after receipt thereof
by Lender in the manner described in clause (4) below.




     (4) All amounts received by Lender pursuant to this Section 3(c) shall be applied first
to any unpaid fee, expense reimbursement or other amount (other than principal and interest)
due hereunder, then to accrued and unpaid interest hereunder, and then to the unpaid
principal amount of Advances. The Types of Advances to which interest and principal
payments shall be applied will be determined by Lender, in its reasonable discretion after
consultation with one or more of the Borrowers, to reflect the Types of the Projects from
which the revenues generating such principal payments were derived.




     (5) The balance of unpaid principal and accrued and unpaid interest on the Revolving
Credit Facility shall be due and payable on the Termination Date, unless the Termination
Date occurs as a result of the occurrence of an Ordinary Expiration Date, in which event the
provisions of Section 3(d) hereof shall thereafter become applicable to repayment of amounts
outstanding under the Revolving Credit Facility.




     (6) If, on the Termination Date (unless the Termination Date occurs as a result of the
occurrence of an Ordinary Expiration Date, in which event the provisions of this Section
3(c)(6) shall not apply), any Letter of Credit is outstanding, the Borrowers shall, on such
date, deposit into an interest-bearing cash collateral account (the “Cash Collateral
Account”) in the name of Lender, to be maintained by Lender as security for repayment of
the indebtedness hereunder, the aggregate maximum undrawn amount under the outstanding
Letters of Credit. Upon any draw on any Letter of Credit, Lender shall have the right to
withdraw the amount of such draw from such



9









 







account and apply the same against the indebtedness due hereunder. On an approximately
quarterly basis, Lender will determine whether the amount in the Cash Collateral Account
exceeds the then aggregate maximum undrawn amount of all outstanding Letters of Credit. If
such an excess exists, Lender shall release to one or more of the Borrowers the amount of
such excess.



     (d) Repayment Terms After Ordinary Expiration Date. The following repayment
provisions shall be in effect, if at all, after the Ordinary Expiration Date; however, the
following provisions shall never become effective or otherwise apply if the Termination Date does
not arise because of the occurrence of an Ordinary Expiration Date:




     (1) All cash and cash equivalents held by the Borrowers on the Ordinary Expiration Date
shall be immediately paid to Lender to be applied as set forth in clause (5) below. Within
ten (10) Business Days after the occurrence of the Ordinary Expiration Date, Lender and each
Borrower shall meet and make the determinations described in Section 2(b)(ii) hereof with
respect to the period from the date of such meeting through the day before the same day of
the next month. Thereafter, the determinations described in Section 2(b)(ii) hereof shall
be made monthly, on the same day of the month as the initial determination under this
Section 3(d)(1), with all projections, advances and repayment schedules being made for such
month, rather than a calendar quarter. If any Borrower fails to meet with Lender to make
such determinations, Lender shall have the right to make such determinations, based upon the
information then available to it, and such determinations shall be fully binding on the
Borrowers as if the Borrowers had agreed to them specifically. In addition, for purposes of
this Section 3(d)(1), such determinations shall be made taking into account only (i) the
Pre-Expiration Projects (and not any other projects) and (ii) that portion of Working
Capital Expenses allocated to the Pre-Expiration Projects (and not to other projects) using
good accounting practices, consistently applied, for such allocation.




     (2) If a Borrower so elects, all revenues of such Borrower shall be deposited into an
account over which the Lender shall have control, and all amounts in such account at the end
of each Business Day shall be transferred to Lender and applied as set forth in clause (5)
below as of the next Business Day.




     (3) On or before the date that is one month after the day of each meeting described in
clause (1) above, each Borrower shall pay to Lender, to be applied as set forth in clause
(5) below, the amount, if any, by which the amount agreed by Lender and such Borrower
pursuant to clause (1) above to be repaid to Lender hereunder during such month exceeds the
amount repaid by such Borrower during such month pursuant to clause (2) above and clause (4)
below.




     (4) If Ticketmaster (or any other ticketing agency with whom any Borrower has an
arrangement or agreement concerning the sale of tickets to events promoted by such Borrower)
transmits directly to Lender any funds due and owing by such ticketing agency to a Borrower,
such sums shall be applied by Lender, effective as of the Business Day after receipt thereof
by Lender in the manner described in clause (5) below.




     (5) All amounts received by Lender pursuant to this Section 3(d) shall be applied first
to any unpaid fee, expense reimbursement or other amount (other than principal and interest)
due hereunder, then to accrued and unpaid interest hereunder, then to the unpaid principal
amount of Advances and then, if any Letter of Credit is still outstanding, to the Cash
Collateral Account, in an amount up to the then aggregate maximum undrawn amount of all
outstanding Letters of Credit. The Types of Advances to which interest and principal
payments shall be applied will be determined by Lender, in its reasonable discretion after
consultation with one or more of the



10









 







Borrowers, to reflect the Types of Projects from which the revenues generating such
interest and principal payments were derived. On an approximately quarterly basis, Lender
will determine whether the amount in the Cash Collateral Account exceeds the then maximum
undrawn amount of all outstanding Letters of Credit. If such an excess exists, Lender shall
deliver to one of the Borrowers the amount of such excess. If, upon the expiration and
return to Lender of any Letter of Credit, the amount in the Cash Collateral Account exceeds
the maximum undrawn amount of all outstanding Letters of Credit, then Lender shall release
the amount of such excess from the Cash Collateral Account to the Borrower on whose account
such expired Letter of Credit was issued.



     (e) Payments Received on Non-Business Days. Any payments hereunder received or deemed
received by Lender on a day that is not a Business Day shall be deemed received by Lender for all
purposes on the next Business Day.



     (f) Voluntary Prepayments. The Borrowers may prepay at any time, without premium or
penalty, all or any portion of the outstanding principal of the Revolving Credit Facility, so long
as Lender is given at least one (1) Business Day advance written notice of such prepayment, and all
accrued and unpaid interest with respect to such prepaid principal is simultaneously prepaid.



     Section 4. Representation and Warranties. Each Borrower represents and warrants to
Lender that, as of the date hereof and as of the date of each advance under the Revolving Credit
Facility:



     (a) Organization, Authority, Etc. Each Borrower is a corporation or limited liability
company, duly organized, legally existing and in good standing under the laws of the jurisdiction
set forth in the first paragraph of this Agreement, and is qualified as a foreign corporation or
limited liability company in all jurisdictions where such qualification is necessary and the
failure to be so qualified could reasonably be expected to have a Material Adverse Effect. Each
Borrower and Subsidiary is authorized to execute this Agreement, the Security Agreement to which it
is a party, and all the other Loan Documents (hereinafter defined), and those documents or
instruments, when executed and delivered will be valid and binding obligations of such Borrower or
Subsidiary, enforceable in accordance with their terms and do not violate the provisions of the
corporate charter, bylaws, certificate of formation or operating agreement of such Borrower or
Subsidiary or any contract, agreement, law or regulation to which such Borrower or Subsidiary is
subject.



     (b) Investments, Liabilities and Litigation. No Borrower or Subsidiary has made any
investments, guarantees or advances or incurred any liabilities except for investments in,
guarantees of, or advances to other entities in the ordinary course of business and liabilities
incurred in the ordinary course of business. No Borrower or Subsidiary has any litigation and
there is no legal or administrative proceeding, investigation or other action pending or threatened
against or affecting such Borrower or Subsidiary which, in any case, involves the possibility of
any judgment or liability not fully covered by insurance, and that could reasonably be expected to
have a Material Adverse Effect.



     (c) Tax Returns. Each Borrower and Subsidiary has timely filed all tax returns
required to be filed by it and has paid all taxes or assessments related to said returns.



     (d) No Default. No Borrower or Subsidiary is, or after giving effect to any requested
advance under the Revolving Credit Facility will be, in default in any respect under this
Agreement, any other Loan Document, or any other contract, agreement, or instrument to which any
Borrower or Subsidiary is a party or by which any Borrower or Subsidiary may be bound, and the
Borrowers are in compliance with all applicable laws and regulations, the default or non-compliance
with which could reasonably be expected to have a Material Adverse Effect..



11









 





     (e) No Untrue Statements. Neither this Agreement nor any other information furnished
by any Borrower or Subsidiary to Lender pursuant to this Agreement or any of the other Loan
Document contains any untrue statement of a fact or omits a fact necessary to make the statements
not misleading.



     Section 5. Reporting Requirements. The Borrowers will deliver the following reports
to Lender:



     (a) Monthly Reports: Within five (5) Business Days of either (i) the last day of each
month or (ii) if such Borrower has arranged for the preparation of such report by a third party,
the date of receipt of the applicable report prepared by such third party for such month, (1) a
report of the revenues, earnings and profits from Long-Term Projects of Borrower for such month,
(2) a report as of the last day of such month of the revenue, earnings and profit status of
Short-Term Projects of Borrower as of the last day of such month and (3) after the occurrence of
the Ordinary Expiration Date as a result of the exercise by Lender of the Put Option, in addition
to the reports described in clauses (1) and (2) above, all other reports which Lender had received
with respect to periods prior to the Ordinary Expiration Date.



     (b) Annual Reports: Simultaneously with delivery of the monthly report described in
Section 5(a) hereof with respect to each December, a certificate signed the chief financial
officer(s) of the Borrowers stating whether the Borrowers have kept and performed all covenants set
forth in this Agreement and the other Loan Documents and, if any Borrower has not, specifying the
default and corrective action, if any;



     (c) Notice of Default: Within five (5) days after any Borrower has knowledge of the
occurrence of a default under this Agreement, notice of such default together with the Borrowers’
plans to correct such default;



     (d) Notice of Litigation: Promptly, but in any event within fifteen (15) days after
receipt of service thereof, notice of any litigation against any Borrower in which the claimed
liability of such Borrower is greater than $100,000.00 (or alleging unspecified damages) if such
claim is not fully covered by insurance; and



     (e) Other Information: Such other information as Lender may reasonably request from
time to time.



     Section 6. Affirmative Covenants.



     (a) Compliance and Performance. Each Borrower will comply with all statutes and
governmental regulations and will pay all taxes, assessments, governmental charges, claims for
labor and the like. Each Borrower will maintain its corporate existence and will remain in good
standing in all jurisdictions in which it is required to be qualified and will maintain its
properties in good and workable condition at all times. Each Borrower will perform all obligations
under this Agreement, and under all indentures, agreements, and contracts by which such Borrower is
bound. Each Borrower will maintain with financially sound and reputable insurers reasonably
acceptable to Lender, insurance with respect to its properties and business against such
liabilities, casualties, risks and contingencies as is customary for its business naming Lender as
loss payee with respect to any insurance covering collateral securing the loans hereunder, and
will, upon Lender’s request, provide Lender an accurate and complete Evidence of Property Insurance
(on form ACORD 27). Upon Lender’s reasonable prior written request, each Borrower will provide
Lender and/or Lender’s representatives access to such Borrower’s books, records and properties at
such times during ordinary business hours as Lender may request.



12









 





     (b) Reimbursement; Indemnity. Each Borrower will reimburse Lender for all its
reasonable out-of-pocket costs and expenses in connection with the enforcement of this Agreement or
any other Loan Document. Each Borrower agrees to indemnify and hold Lender harmless from any
reasonable out-of-pocket costs or expenses incurred by Lender as a result of the provisions of
federal, state and local environmental laws and ordinances, including without limitation the
Comprehensive Environmental Response, Compensation and Liability Act, as such laws and ordinances
may relate to any Borrower or any property or operations of any Borrower.



     (c) Security.




     (i) The indebtedness and other obligations of the Borrowers hereunder shall be
secured by a first and prior security interest in, inter alia, (1)
all Accounts (as defined in the Security Agreement) of the Borrowers and Material
Subsidiaries now existing or hereafter to come into existence, (2) all Inventory (as
defined in the UCC) of the Borrowers and Material Subsidiaries now owned or
hereafter acquired, (3) all Equipment (as defined in the UCC), whether affixed to
real property or otherwise, of the Borrowers and Material Subsidiaries now owned or
hereafter acquired, (4) all Instruments, Chattel Paper, Documents and General
Intangibles (as such terms are defined in the UCC) of the Borrowers and Material
Subsidiaries now owned or hereafter acquired, (5) all Investment Property (as
defined in the Security Agreement) of the Borrowers and Material Subsidiaries now
owned or hereafter acquired, (6) all Deposit Accounts (as defined in the UCC) of the
Borrowers and Material Subsidiaries now owned or hereafter acquired, and (7) all
proceeds of the foregoing, all pursuant to a Security Agreement (the “Security
Agreement”) to be executed by each Borrower and each Material Subsidiary in
favor of Lender, and substantially in the form attached hereto as Exhibit “C”.




     (ii) Lender agrees that, with respect to each Excluded Project, if required by
a third party lender financing such Excluded Project, Lender will release its
security interest in assets of the Applicable Borrower or Material Subsidiary
comprising such Excluded Project prior to or simultaneous with the execution of
appropriate loan documents as such third party lender may reasonably require.



     Section 7. Distributions. Except as otherwise provided in this Section 7, none of the
Borrowers will declare or pay any dividends or distributions. If the Put Option has expired
without having been exercised by the Lender, then the Borrowers may thereafter declare and pay
dividends or distributions with respect to any calendar year in an amount that does not exceed the
sum of (a) the amount of the Permitted Dividends for such year plus (b) the amount of dividends or
distributions with respect to Excluded Projects permitted to be made for such year by loan
documents evidencing indebtedness for such Excluded Projects. The Permitted Dividends for any year
may be funded and paid at any time within 120 days after the end of such calendar year, whether or
not an Event of Default has occurred and is continuing, in order to permit the Borrowers sufficient
time to review the financial performance of the Borrowers for such calendar year and determine the
amount of the Permitted Dividends for such year.



     Section 8. Closing. The initial advance under the Revolving Credit Facility shall be
subject to the receipt by Lender of the following documents, instruments and certificates (the
“Loan Documents”), each of which shall be reasonably satisfactory in form and substance to
Lender and its counsel:



     (a) a copy of this Agreement executed by the Borrowers;



13









 





     (b) the Security Agreement executed by each Borrower and each Material Subsidiary;



     (c) a certificate of the Secretary of each Borrower and each Material Subsidiary, certifying
as to the Articles of Incorporation and Bylaws or Certificates of Formation and operating
agreement, as applicable, of such Borrower or Material Subsidiary, resolutions of the Board of
Directors of such Borrower or Material Subsidiary, and the signatures of authorized officers of
such Borrower or Material Subsidiary;



     (d) a Certificate of Existence issued by the jurisdiction of incorporation or organization
with respect to each Borrower and Material Subsidiary; and



     (e) such other documents and instruments as may be reasonably requested by Lender or its
counsel.



     Section 9. Default and Remedies. It shall constitute an “Event of Default”
hereunder if (a) any Borrower fails to make when due any payment on the indebtedness hereunder, (b)
any Borrower fails to perform any of its other agreements contained herein, (c) any Borrower or
Subsidiary defaults under the terms or provisions of any other Loan Document or any other
agreement, instrument or document executed in connection with or as security for the Revolving
Credit Facility, (d) any CPI Seller defaults under the Stock Purchase Agreement, (e) any
representation or warranty of any Borrower proves to have been untrue in any material respect when
made, (f) any petition in bankruptcy is filed by any Borrower or any Material Subsidiary, or any
order granting relief under any bankruptcy or receivership law is filed with respect to any
Borrower or any Material Subsidiary, (g) any Borrower or any Material Subsidiary permits a monetary
judgment against it that could reasonably be expected to have a Material Adverse Effect to remain
undischarged for a period in excess of thirty (30) days or (h) any Borrower or any Material
Subsidiary dissolves. Upon the occurrence of an Event of Default specified in clause (f) above,
immediately, and upon the occurrence of any other Event of Default hereunder at the option of
Lender, without notice to any Borrower or any other person, the obligation of Lender to make any
Advances (or deemed Advances) under the Revolving Credit Facility other than Permitted Dividend
Advances with respect to Permitted Dividends for the prior calendar year that have not been
previously made shall be terminated, all indebtedness of the Borrowers, and each of them, to Lender
shall be immediately due and payable and Lender may take any other actions as may be permitted by
this Agreement, any other Loan Document or any other document or instrument evidencing or securing
the Revolving Credit Facility. Each Borrower expressly waives presentment, demand, protest, notice
of protest, or other notice of dishonor of any kind including, without limitation, notice of intent
to accelerate the maturity of the indebtedness hereunder and notice of acceleration of the maturity
of the indebtedness hereunder.



     Section 10. Governing Law, Jurisdiction and Jury Waiver.



     (a) Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE DEEMED TO BE
CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.



     (b) Jurisdiction/Jury Waiver. Each party hereby submits to the non-exclusive
jurisdiction of the state courts located in New York, NY and the federal court located in the
Southern District of New York with respect to all actions brought under this Agreement or any other
Loan Document, and hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to
the fullest extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHT TO TRIAL



14









 







BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.



     Section 11. Miscellaneous.



     (a) Joint and Several Liability. All obligations of the Borrowers under this
Agreement and the other Loan Documents shall be the joint and several obligations of each of the
Borrowers.



     (b) Notices. All notices shall be in writing and shall be sufficient in all respects
if delivered or sent by telecopy or registered or certified mail to the telecopy number of address
set forth on the signature page of this Agreement. Any party may, by proper written notice
hereunder to the other parties, change its telecopy number or address to which notices shall
thereafter be sent.



     (c) Successors and Assigns. All covenants and agreements herein contained by or on
behalf of each Borrower shall bind its successors and assigns and shall inure to the benefit of
Lender and its successors and assigns.



     (d) Renewals and Extensions. All provisions of this Agreement shall apply with equal
force and effect to each and all renewals and extensions, in whole or in part, of this Agreement or
the Revolving Credit Facility.



     (e) Accounting and Financial Terms. All accounting terms not expressly defined shall
be defined in accordance with GAAP. All determinations under this Agreement shall be made in
accordance with GAAP, except where expressly provided to the contrary. All references to a
preceding period shall mean the period ending as of the end of the month, quarter or fiscal year
for which the applicable report is delivered. All references to a period immediately following
shall mean the period beginning on the first day of the month, quarter or fiscal year following the
end of the period for which the applicable report is delivered.



     (f) No Waiver; Remedies Cumulative. No course of dealing on the part of Lender or its
officers or employees, or any failure or delay by Lender with respect to exercising any right,
power, or privilege of Lender under this Agreement or any other Loan Document shall operate as a
waiver thereof. The rights and remedies of Lender under this Agreement and the other Loan
Documents shall be cumulative and the exercise or partial exercise of any such right or remedy
shall not preclude the exercise of any other right or remedy.



     (g) Invalid Provisions. In the event any one or more of the provisions contained in
this Agreement or any of the other Loan Documents shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement or the other Loan Documents. Furthermore, in lieu of
such invalid, illegal or unenforceable provision, there shall automatically be added a provision as
similar in terms to such invalid, illegal or unenforceable provision as may be possible and as may
be valid, legal and enforceable.



     (h) Usury Savings Clause. Nothing contained in this Agreement or in any of the other
Loan Documents shall be construed to obligate any Borrower, under any circumstances whatsoever, to
pay interest in excess of the Maximum Rate. In the event that any sums received from any Borrower
are at any time under applicable law deemed to be in excess of the maximum non-usurious amount
Lender could collect under applicable law, the effective rate of interest on the loans hereunder
shall be reduced to and be the Maximum Rate and each Borrower and all sureties, endorsers and
guarantors shall accept as their sole remedy under such circumstances either the return of any sums
of interest which may have been collected and which produced a rate of interest in excess of the
Maximum Rate or the application of those



15









 







sums as a credit against the unpaid principal amount of the loan, whichever remedy may be
elected by Lender.



     (i) Headings. The captions, headings and arrangements used in this Agreement are for
convenience only and do not in any way affect, limit, amplify or modify the terms and provisions
hereof.



     (j) Interpretation. Whenever appropriate in the context, terms used herein in the
singular also include the plural and vice versa. Unless otherwise expressly provided, whenever the
words “including”, “includes”, or “include” shall be used, such words shall be understood to mean
“including, without limitation”, “includes, without limitation”, or “include, without limitation”.



     (k) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, but all of which, when taken together, shall constitute but
one agreement.



     Section 12. Entire Agreement. THIS WRITTEN LOAN AGREEMENT, TOGETHER WITH THE OTHER
LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



     Section 13. Compliance with Anti-Terrorism Laws. If Lender is subject to the
provisions of the USA Patriot Act (Title III of Pub.: 107-56 (signed into law October 26, 2001))
(the “Patriot Act”), Lender hereby notifies each Borrower that, pursuant to the Patriot
Act, Lender is required to obtain, verify, and record information that identifies each Borrower,
which information includes the name of each Borrower and other information that will allow Lender
to identify each Borrower in accordance with the Patriot Act, and each Borrower agrees to provide
such information from time to time to Lender.



     Section 14. Cross-References. The following terms are defined in the place indicated
below:



	 	 	 
	Defined Term	 	Section Reference
	Advances

	 	Section 2
	Agreement

	 	Opening Paragraph
	Ancillary Rights Advances

	 	Section 2(a)(4)
	Applicable Rate

	 	Section 1(a)
	Approved Project Budget

	 	Section 2(b)(ii)
	Board of Directors

	 	Section 1(b)
	Borrower(s)

	 	Opening Paragraph
	Business Day

	 	Section 1(c)
	Cash Collateral Account

	 	Section 3(c)(4)
	CPI Sellers

	 	Opening Paragraph
	Deferred Initial Advances

	 	Section 2(a)(10)
	Deferred Entertainment Investment

	 	As defined in the Stock Purchase Agreement
	Excluded Projects

	 	Section 1(e)
	Future Permitted Music Tour Letter of Credit Advances

	 	Section 2(a)(8)
	Future Permitted Music Tour Letters of Credit

	 	Section 2(d)(2)
	Future Permitted Music Tours

	 	Section 2(a)(3)






16









 






	 	 	 
	Defined Term	 	Section Reference
	GAAP

	 	Section 1(f)
	Initial Advances

	 	Section 2(a)(1)
	Issuing Bank

	 	Section 2(d)(2)
	Lender

	 	Opening Paragraph
	Letters of Credit

	 	Section 1(h)
	Loan Documents

	 	Section 8
	Material Adverse Effect

	 	Section 1(i)
	Material Subsidiary

	 	Section 1(k)
	Maximum Rate

	 	Section 1(g)
	Music Touring Advances

	 	Section 2(a)(3)
	Non-Touring Live Project Advances

	 	Section 2(a)(5)
	Ordinary Expiration Date

	 	Section 1(m)
	Patriot Act

	 	Section 13
	Permanent Capital Expenditure Advances

	 	Section 2(a)(6)
	Permitted Dividends

	 	Section 1(n)
	Permitted Dividend Advances

	 	Section 2(a)(9)
	Permitted Purpose(s)

	 	Section 2(a)
	Pre-Expiration Project

	 	Section 1(o)
	Project

	 	Section 1(p)
	Project Expenses

	 	Section 1(q)
	Project Revenues

	 	Section 1(r)
	Put Option

	 	As defined in the Stock Purchase Agreement
	Revolving Credit Facility

	 	Opening Paragraph
	Security Agreements

	 	Section 6(c)
	Short-Term Project

	 	Section 1(s)
	Stock Purchase Agreement

	 	Opening Paragraph
	Streisand Letter of Credit

	 	Section 2(d)(1)
	Streisand Letter of Credit Advances

	 	Section 2(a)(7)
	Streisand Note

	 	Section 2(d)(4)
	Subsidiary/Subsidiaries

	 	Section 2
	Taxes

	 	Section 3(b)(4)
	Termination Date

	 	Section 2(c)
	Type

	 	Section 1(t)
	UCC

	 	Section 1(u)
	Working Capital Advances

	 	Section 2(a)(2)
	Working Capital Expenses

	 	Section 1(v)






[The remainder of this page is intentionally blank.]





17









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 
	 	 	CPI INTERNATIONAL TOURING INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/
	 	John H. Perkins
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:	 	 
	 	 	10 Alcorn Avenue, Suite 304	 	 
	 	 	Toronto, Ontario, Canada MV4 3A9	 	 
	 	 	Telecopy No.: (212) 682-0200	 	 
	 
	 	 	 	 	 	 
	 	 	CPI TOURING (USA), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/
	 	John H. Perkins
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:	 	 
	 	 	10 Alcorn Avenue, Suite 304	 	 
	 	 	Toronto, Ontario, Canada MV4 3A9	 	 
	 	 	Telecopy No.: (212) 682-0200	 	 
	 
	 	 	 	 	 	 
	 	 	GRAND ENTERTAINMENT (ROW), LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John H. Perkins	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:	 	 
	 	 	10 Alcorn Avenue, Suite 304	 	 
	 	 	Toronto, Ontario, Canada MV4 3A9	 	 
	 	 	Telecopy No.: (212) 682-0200	 	 
	 
	 	 	 	 	 	 
	 	 	CPI ENTERTAINMENT CONTENT (2005), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/
	 	John H. Perkins	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:	 	 
	 	 	10 Alcorn Avenue, Suite 304	 	 
	 	 	Toronto, Ontario, Canada MV4 3A9	 	 
	 	 	Telecopy No.: (212) 682-0200	 	 






 









 






	 	 	 	 	 	 	 
	 	 	CPI ENTERTAINMENT CONTENT (2006), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/
	 	John H. Perkins	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:	 	 
	 	 	10 Alcorn Avenue, Suite 304	 	 
	 	 	Toronto, Ontario, Canada MV4 3A9	 	 
	 	 	Telecopy No.: (212) 682-0200	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SFX ENTERTAINMENT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alan B. Ridgeway	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:	 	 
	 	 	9348 Civic Center Dr., 4th Floor	 	 
	 	 	Beverly Hills, California 90210	 	 
	 	 	Attention: General Counsel	 	 
	 	 	Telecopy No.: (310) 867-7158	 	 






 









 






     By its execution hereof, the Lender Guarantor hereby unconditionally and irrevocably
guarantees and becomes surety for, (i) the full and prompt performance by Lender of its obligation
to make Advances to the Borrowers under this Agreement and (ii) all other obligations and
liabilities owing to the Borrowers by the Lender under this Agreement, now existing or hereafter
incurred under, arising out of, or in connection with, this Agreement.



	 	 	 	 	 	 
	 	 	LIVE NATION, INC.	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ Alan B. Ridgeway
 

	 
	 
	 	 	 	 	 
	 	 	Address for notices:	 
	 	 	9348 Civic Center Dr., 4th Floor	 
	 	 	Beverly Hills, California 90210	 
	 	 	Attention: General Counsel	 
	 	 	Telecopy No.: (310)
867-7158	 






 









 





SCHEDULE 1




 









 





SCHEDULE 2




 









 





EXHIBIT “A”




Form of Request for Additional Advance




	 	 	 	 	 
	SFX Entertainment, Inc.

	 	Date :	 	 
	 

	 	 	 	 
	9348 Civic Center Dr., 4th Floor
	 	 	 	 
	Beverly Hills, California 90210
	 	 	 	 
	 
	 	 	 	 
	Attention: Chief Financial Officer
	 	 	 	 







	1.	 	Pursuant to that certain Credit Agreement (the “Credit Agreement”) dated May ___, 2006 among
CPI International Touring Inc., CPI Touring (USA), Inc., Grand Entertainment (ROW), LLC, CPI
Entertainment Content (2005), Inc., CPI Entertainment Content (2006), Inc. (collectively, the
“Borrowers” and individually a “Borrower”), SFX Entertainment, Inc. (“Lender”) and Live
Nation, Inc., the undersigned Borrower hereby requests that an Advance be made on
                    , 20___, in the amount of $                     for the purpose of
                                        .






	2.	 	The Type of the requested Advance is                     .






	 	3.	 	The Advance requested hereby will be made by:
	 
	      	 (a)	 	Wire transfer to:





	 	 	 	 	 	 	 
	 

	 	Account #	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	ABA #	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Bank Name:	 	 	 	 
	 

	 	 	 	 	 	 






	      	 (b)	 	Deposit into the undersigned Borrower’s account number                      with                     .






	4.	 	The undersigned Borrower hereby represents and warrants to Lender, for itself and on behalf
of the other Borrowers, that:






	 	(a)	 	The Borrowers have complied with all duties and obligations required to date to
be carried out and performed by them pursuant to the terms of the Credit Agreement;
	 
	 	(b)	 	No event of default, or event, which with the giving of notice, the passage of
time, or both, would constitute an event of default, under the Credit Agreement has
occurred and is continuing; and
	 
	 	(c)	 	All sums advanced by Lender on account of this draw will be used solely for the
purpose set forth above and no other reason.






	5.	 	The undersigned Borrower certifies that the statements made in this Request for Advance and
any documents submitted herewith are true and that the undersigned Borrower has duly caused
this Request for Loan Advance to be duly signed on its behalf.





EXHIBIT “A”

Page 1 of 2




 









 






	6.	 	Capitalized terms used but not defined in this Request for Advance have the respective
meanings and definitions set forth in the Credit Agreement.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





EXHIBIT “A”

Page 2 of 2




 









 





EXHIBIT “B”




Form of Request for Letter of Credit




	 	 	 	 	 
	SFX Entertainment, Inc.

	 	Date :	 	 
	 

	 	 	 	 
	9348 Civic Center Dr., 4th Floor
	 	 	 	 
	Beverly Hills, California 90210
	 	 	 	 
	 
	 	 	 	 
	Attention: Chief Financial Officer
	 	 	 	 







	1.	 	Pursuant to that certain Credit Agreement (the “Credit Agreement”) dated May ___, 2006 among
CPI International Touring Inc., CPI Touring (USA), Inc., Grand Entertainment (ROW), LLC, CPI
Entertainment Content (2005), Inc., CPI Entertainment Content (2006), Inc. (collectively, the
“Borrowers” and individually a “Borrower”), SFX Entertainment, Inc. (“Lender”) and Live
Nation, Inc., the undersigned Borrower hereby requests that an Advance be made on
                    , 20___, in the amount of $                     for the purpose of
                                        .
	 
	2.	 	The purpose of the requested Future Permitted Music Tour Letter of Credit is                     .
	 
	3.	 	The Future Permitted Music Tour Letter of Credit requested hereby should be delivered to:





	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 







	4.	 	The undersigned Borrower hereby represents and warrants to Lender, for itself and on behalf
of the other Borrowers, that:






	 	(a)	 	The Borrowers have complied with all duties and obligations required to date to
be carried out and performed by them pursuant to the terms of the Credit Agreement; and
	 
	 	(b)	 	No event of default, or event, which with the giving of notice, the passage of
time, or both, would constitute an event of default, under the Credit Agreement has
occurred and is continuing.






	5.	 	The undersigned Borrower certifies that the statements made in this Request for Letter of
Credit and any documents submitted herewith are true and that the undersigned Borrower has
duly caused this Request for Letter of Credit to be duly signed on its behalf.






	6.	 	Capitalized terms used but not defined in this Request for Letter of Credit have the
respective meanings and definitions set forth in the Credit Agreement.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





EXHIBIT “B”

Page 1 of 1




 









 





EXHIBIT “C”




Security Agreement




[TO BE ATTACHED]




EXHIBIT “C”

Page 1 of 1