EXECUTION VERSION





Exhibit 10.1








 








$125,000,000


REVOLVING CREDIT AGREEMENT


among


CKX, INC.,


a Delaware corporation,


as Borrower,


The Several Lenders

from Time to Time Parties Hereto,


UBS SECURITIES LLC and THE BANK OF NEW YORK,


as Co-Syndication Agents,


LEHMAN COMMERCIAL PAPER, INC. and CREDIT SUISSE,

as Co-Documentation Agents,


and


BEAR STEARNS CORPORATE LENDING INC.,

as Administrative Agent


Dated as of May 24, 2006
















 


 


BEAR, STEARNS & CO. INC., as Sole Lead Arranger
and Sole Bookrunner















 


TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  SECTION1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
   

  	
  Defined Terms

  	
   

  	
  1

  
	
   

  	
  1.2.

  	
   

  	
  Other Definitional Provisions

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  AMOUNT AND TERMS OF REVOLVING COMMITMENTS

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1.

  	
   

  	
  Revolving Commitments

  	
   

  	
  25

  
	
   

  	
  2.2.

  	
   

  	
  Procedure for Revolving Loan Borrowing

  	
   

  	
  26

  
	
   

  	
  2.3.

  	
   

  	
  Swingline Commitment

  	
   

  	
  26

  
	
   

  	
  2.4.

  	
   

  	
  Procedure for Swingline Borrowing; Refunding of
  Swingline Loans

  	
   

  	
  27

  
	
   

  	
  2.5.

  	
   

  	
  Commitment Fees, etc

  	
   

  	
  28

  
	
   

  	
  2.6.

  	
   

  	
  Termination or Reduction of Revolving Commitments

  	
   

  	
  29

  
	
   

  	
  2.7.

  	
   

  	
  L/C Commitment

  	
   

  	
  29

  
	
   

  	
  2.8.

  	
   

  	
  Procedure for Issuance of Letter of Credit

  	
   

  	
  29

  
	
   

  	
  2.9.

  	
   

  	
  Fees and Other Charges

  	
   

  	
  30

  
	
   

  	
  2.10.

  	
   

  	
  L/C Participations

  	
   

  	
  30

  
	
   

  	
  2.11.

  	
   

  	
  Reimbursement Obligation of the Borrower

  	
   

  	
  31

  
	
   

  	
  2.12.

  	
   

  	
  Obligations Absolute

  	
   

  	
  31

  
	
   

  	
  2.13.

  	
   

  	
  Letter of Credit Payments

  	
   

  	
  32

  
	
   

  	
  2.14.

  	
   

  	
  Applications

  	
   

  	
  32

  
	
   

  	
  2.15.

  	
   

  	
  Incremental Facilities

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS
  OF CREDIT

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
   

  	
  Optional Prepayments

  	
   

  	
  33

  
	
   

  	
  3.2.

  	
   

  	
  Conversion and Continuation Options

  	
   

  	
  34

  
	
   

  	
  3.3.

  	
   

  	
  Limitations on Eurodollar Tranches

  	
   

  	
  34

  
	
   

  	
  3.4.

  	
   

  	
  Interest Rates and Payment Dates

  	
   

  	
  34

  
	
   

  	
  3.5.

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  35

  
	
   

  	
  3.6.

  	
   

  	
  Inability to Determine Interest Rate

  	
   

  	
  35

  
	
   

  	
  3.7.

  	
   

  	
  Pro Rata Treatment and Payments

  	
   

  	
  36

  
	
   

  	
  3.8.

  	
   

  	
  Requirements of Law

  	
   

  	
  37

  
	
   

  	
  3.9.

  	
   

  	
  Taxes

  	
   

  	
  38

  
	
   

  	
  3.10.

  	
   

  	
  Indemnity

  	
   

  	
  41

  
	
   

  	
  3.11.

  	
   

  	
  Change of Lending Office

  	
   

  	
  41

  
	
   

  	
  3.12.

  	
   

  	
  Replacement of Lenders

  	
   

  	
  42

  
	
   

  	
  3.13.

  	
   

  	
  Evidence of Debt

  	
   

  	
  42

  
	
   

  	
  3.14.

  	
   

  	
  Illegality

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
   

  	
  Financial Condition

  	
   

  	
  43

  



 



 i
 






 



 


	
  

  	
  4.2.

  	
   

  	
  No Change

  	
   

  	
  44

  
	
   

  	
  4.3.

  	
   

  	
  Corporate Existence; Compliance with Law

  	
   

  	
  44

  
	
   

  	
  4.4.

  	
   

  	
  Power; Authorization; Enforceable Obligations

  	
   

  	
  44

  
	
   

  	
  4.5.

  	
   

  	
  No Legal Bar

  	
   

  	
  45

  
	
   

  	
  4.6.

  	
   

  	
  Litigation

  	
   

  	
  45

  
	
   

  	
  4.7.

  	
   

  	
  No Default

  	
   

  	
  45

  
	
   

  	
  4.8.

  	
   

  	
  Ownership of Property; Liens

  	
   

  	
  45

  
	
   

  	
  4.9.

  	
   

  	
  Intellectual Property

  	
   

  	
  45

  
	
   

  	
  4.10.

  	
   

  	
  Taxes

  	
   

  	
  47

  
	
   

  	
  4.11.

  	
   

  	
  Federal Regulations

  	
   

  	
  47

  
	
   

  	
  4.12.

  	
   

  	
  Labor Matters

  	
   

  	
  47

  
	
   

  	
  4.13.

  	
   

  	
  ERISA

  	
   

  	
  47

  
	
   

  	
  4.14.

  	
   

  	
  Investment Company Act; Other Regulations

  	
   

  	
  48

  
	
   

  	
  4.15.

  	
   

  	
  Subsidiaries

  	
   

  	
  48

  
	
   

  	
  4.16.

  	
   

  	
  Use of Proceeds

  	
   

  	
  48

  
	
   

  	
  4.17.

  	
   

  	
  Environmental Matters

  	
   

  	
  48

  
	
   

  	
  4.18.

  	
   

  	
  Accuracy of Information, etc.

  	
   

  	
  49

  
	
   

  	
  4.19.

  	
   

  	
  Security Documents

  	
   

  	
  50

  
	
   

  	
  4.20.

  	
   

  	
  Solvency

  	
   

  	
  50

  
	
   

  	
  4.21.

  	
   

  	
  Senior Indebtedness

  	
   

  	
  50

  
	
   

  	
  4.22.

  	
   

  	
  Foreign Assets Control Regulations and Anti-Money
  Laundering

  	
   

  	
  51

  
	
   

  	
  4.23.

  	
   

  	
  Double Vision Film.

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  CONDITIONS PRECEDENT

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1.

  	
   

  	
  Conditions to Initial Extension of Credit

  	
   

  	
  51

  
	
   

  	
  5.2.

  	
   

  	
  Conditions to Each Extension of Credit

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
   

  	
  Financial Statements

  	
   

  	
  55

  
	
   

  	
  6.2.

  	
   

  	
  Certificates; Other Information

  	
   

  	
  56

  
	
   

  	
  6.3.

  	
   

  	
  Payment of Obligations

  	
   

  	
  57

  
	
   

  	
  6.4.

  	
   

  	
  Maintenance of Existence; Compliance

  	
   

  	
  57

  
	
   

  	
  6.5.

  	
   

  	
  Maintenance of Property; Insurance

  	
   

  	
  57

  
	
   

  	
  6.6.

  	
   

  	
  Inspection of Property; Books and Records; Discussions

  	
   

  	
  58

  
	
   

  	
  6.7.

  	
   

  	
  Notices

  	
   

  	
  58

  
	
   

  	
  6.8.

  	
   

  	
  Intellectual Property

  	
   

  	
  59

  
	
   

  	
  6.9.

  	
   

  	
  Environmental Laws

  	
   

  	
  60

  
	
   

  	
  6.10.

  	
   

  	
  Interest Rate Hedging

  	
   

  	
  60

  
	
   

  	
  6.11.

  	
   

  	
  Additional Collateral, etc.

  	
   

  	
  61

  
	
   

  	
  6.12.

  	
   

  	
  Further Assurances

  	
   

  	
  63

  
	
   

  	
  6.13.

  	
   

  	
  Use of Proceeds

  	
   

  	
  63

  
	
   

  	
  6.14.

  	
   

  	
  Post-Closing Obligations

  	
   

  	
  63

  
	
   

  	
  6.15.

  	
   

  	
  UK Financial Assistance

  	
   

  	
  63

  



 



 ii
 






 



 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  NEGATIVE COVENANTS

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1.

  	
   

  	
  Financial Condition Covenants

  	
   

  	
  64

  
	
   

  	
  7.2.

  	
   

  	
  Indebtedness

  	
   

  	
  64

  
	
   

  	
  7.3.

  	
   

  	
  Liens

  	
   

  	
  66

  
	
   

  	
  7.4.

  	
   

  	
  Fundamental Changes

  	
   

  	
  68

  
	
   

  	
  7.5.

  	
   

  	
  Disposition of Property

  	
   

  	
  68

  
	
   

  	
  7.6.

  	
   

  	
  Restricted Payments

  	
   

  	
  69

  
	
   

  	
  7.7.

  	
   

  	
  Capital Expenditures

  	
   

  	
  70

  
	
   

  	
  7.8.

  	
   

  	
  Investments

  	
   

  	
  71

  
	
   

  	
  7.9.

  	
   

  	
  Optional Payments and Modifications of Certain Debt
  Instruments

  	
   

  	
  73

  
	
   

  	
  7.10.

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  73

  
	
   

  	
  7.11.

  	
   

  	
  Sales and Leasebacks

  	
   

  	
  74

  
	
   

  	
  7.12.

  	
   

  	
  Hedge Agreements

  	
   

  	
  74

  
	
   

  	
  7.13.

  	
   

  	
  Changes in Fiscal Periods

  	
   

  	
  74

  
	
   

  	
  7.14.

  	
   

  	
  Negative Pledge Clauses

  	
   

  	
  74

  
	
   

  	
  7.15.

  	
   

  	
  Clauses Restricting Subsidiary Distributions

  	
   

  	
  74

  
	
   

  	
  7.16.

  	
   

  	
  Lines of Business

  	
   

  	
  75

  
	
   

  	
  7.17.

  	
   

  	
  Certain Amendments

  	
   

  	
  75

  
	
   

  	
  7.18.

  	
   

  	
  Accounting Changes

  	
   

  	
  75

  
	
   

  	
  7.19.

  	
   

  	
  Intellectual Property

  	
   

  	
  75

  
	
   

  	
  7.20.

  	
   

  	
  Hazardous Substances

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  THE AGENTS

  	
   

  	
  80

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1.

  	
   

  	
  Appointment

  	
   

  	
  80

  
	
   

  	
  9.2.

  	
   

  	
  Delegation of Duties

  	
   

  	
  80

  
	
   

  	
  9.3.

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  80

  
	
   

  	
  9.4.

  	
   

  	
  Reliance by Agents

  	
   

  	
  81

  
	
   

  	
  9.5.

  	
   

  	
  Notice of Default

  	
   

  	
  81

  
	
   

  	
  9.6.

  	
   

  	
  Non-Reliance on Agents and Other Lenders

  	
   

  	
  81

  
	
   

  	
  9.7.

  	
   

  	
  Indemnification

  	
   

  	
  82

  
	
   

  	
  9.8.

  	
   

  	
  Agent in Its Individual Capacity

  	
   

  	
  82

  
	
   

  	
  9.9.

  	
   

  	
  Successor Administrative Agent

  	
   

  	
  82

  
	
   

  	
  9.10.

  	
   

  	
  Agents Generally

  	
   

  	
  83

  
	
   

  	
  9.11.

  	
   

  	
  The Lead Arranger

  	
   

  	
  83

  
	
   

  	
  9.12.

  	
   

  	
  Withholding Tax

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.   MISCELLANEOUS

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1.

  	
   

  	
  Amendments and Waivers

  	
   

  	
  83

  
	
   

  	
  10.2.

  	
   

  	
  Notices

  	
   

  	
  84

  
	
   

  	
  10.3.

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  86

  
	
   

  	
  10.4.

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  86

  
	
   

  	
  10.5.

  	
   

  	
  Payment of Expenses and Taxes

  	
   

  	
  86

  



 



 iii
 






 



 


	
  

  	
  10.6.

  	
   

  	
  Successors and Assigns; Participations and
  Assignments

  	
   

  	
  88

  
	
   

  	
  10.7.

  	
   

  	
  Adjustments; Set-off

  	
   

  	
  91

  
	
   

  	
  10.8.

  	
   

  	
  Counterparts

  	
   

  	
  92

  
	
   

  	
  10.9.

  	
   

  	
  Severability

  	
   

  	
  92

  
	
   

  	
  10.10.

  	
   

  	
  Integration

  	
   

  	
  92

  
	
   

  	
  10.11.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  92

  
	
   

  	
  10.12.

  	
   

  	
  Submission To Jurisdiction; Waivers

  	
   

  	
  92

  
	
   

  	
  10.13.

  	
   

  	
  Acknowledgments

  	
   

  	
  93

  
	
   

  	
  10.14.

  	
   

  	
  Releases of Guarantees and Liens

  	
   

  	
  93

  
	
   

  	
  10.15.

  	
   

  	
  Confidentiality

  	
   

  	
  93

  
	
   

  	
  10.16.

  	
   

  	
  WAIVERS OF JURY TRIAL

  	
   

  	
  94

  
	
   

  	
  10.17.

  	
   

  	
  Delivery of Addenda

  	
   

  	
  94

  
	
   

  	
  10.18.

  	
   

  	
  USA PATRIOT Act

  	
   

  	
  94

  



 


	
  ANNEX:

  	
   

  
	
   

  	
   

  
	
  A

  	
  Pricing Grid

  
	
   

  	
   

  
	
   

  	
   

  
	
  SCHEDULES:

  	
   

  
	
   

  	
   

  
	
  4.1

  	
  Contingent Liabilities

  
	
  4.4

  	
  Consents, Authorizations, Filings and Notices

  
	
  4.13

  	
  ERISA

  
	
  4.15

  	
  Subsidiaries; Subscriptions, Warrants, Etc.

  
	
  4.19

  	
  Filing Jurisdictions

  
	
  7.2(d)

  	
  Existing Indebtedness

  
	
  7.3(f)

  	
  Existing 
  Liens

  
	
  7.10

  	
  Affiliate Transactions

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  A

  	
  Form of Addendum

  
	
  B

  	
  Form of Assignment and Assumption

  
	
  C

  	
  Form of Compliance Certificate

  
	
  D-1

  	
  Form of Guarantee and Collateral Agreement

  
	
  D-2

  	
  Form of UK Charge Over Shares

  
	
  D-3

  	
  Form of UK Debenture

  
	
  E

  	
  [Reserved]

  
	
  F

  	
  [Reserved]

  
	
  G

  	
  Form of Exemption Certificate

  
	
  H-1

  	
  Form of Revolving Note

  
	
  H-2

  	
  Form of Swingline Note

  
	
  I

  	
  Form of Swingline Note

  
	
  J-1

  	
  Form of Legal Opinion of Paul, Hastings, Janofsky
  and Walker LLP

  



 



 iv
 






 



 


	
  

  	
   

  
	
  J-2

  	
  Form of Legal Opinion of Baker & McKenzie

  
	
  K

  	
  Form of Solvency Certificate

  
	
  L

  	
  Subordination Provisions

  



 



 v















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


The parties hereto hereby agree as follows:


SECTION 1.  DEFINITIONS


1.1.          Defined
Terms.  As used in this Agreement,
the terms listed in this Section 1.1 shall have the respective meanings
set forth in this Section 1.1.


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


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


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


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


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


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


“Agents”: 
the collective reference to the Syndication Agents, the Documentation
Agents, the Lead Arranger and the Administrative Agent, which term shall
include, for purposes of Section 9 only, the Issuing Lender and the
Swingline Lender.


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









 



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


“Agreement”: 
this Credit Agreement.


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


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


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


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


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


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


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


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



 2
 






 



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


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


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


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


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


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


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


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


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


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


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


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


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



 3
 






 



year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits having maturities of six months or less
from the date of acquisition issued by any Lender or by any commercial bank
organized under the laws of the United States or any state thereof or the
District of Columbia having combined capital and surplus of not less than
$500,000,000; (c) commercial paper of an issuer rated at least A-1 by
S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally
recognized rating agency, if both of the two named rating agencies cease
publishing ratings of commercial paper issuers generally, and maturing within
six months from the date of acquisition; (d) repurchase obligations of any
Lender or of any commercial bank satisfying the requirements of clause
(b) of this definition, having a term of not more than 30 days, with respect
to securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the
date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are rated
at least A by S&P or A by Moody’s; (f) securities with maturities of
six months or less from the date of acquisition backed by standby letters of
credit issued by any Lender or any commercial bank satisfying the requirements
of clause (b) of this definition; or (g) shares of money market
mutual or similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition or money market
funds that (i) comply with the criteria set forth in Securities and Exchange
Commission Rule 2a-7 under the Investment Company Act of 1940, as amended,
(ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have
portfolio assets of at least $5,000,000,000.


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


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


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


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


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


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


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



 4
 






 



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


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


“Consolidated EBITDA”:  for any period, Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period (and
provided that to the extent that all or any portion of the income of any
Subsidiary or other Person is excluded from Consolidated Net Income pursuant to
the definition thereof for such period or portion thereof, any amounts set
forth in the following clauses (a) through (g) that are attributable to such
Subsidiary or other Person shall not be included for purposes of such clauses
for such period or portion thereof) the sum of (a) income tax expense,
(b) interest expense, amortization or write-off of debt discount and debt
issuance costs and commissions, discounts and other fees and charges associated
with Indebtedness (including the Loans), (c) depreciation and amortization
expense, (d) amortization of intangibles (including, but not limited to,
goodwill) and organizational costs, (e) any extraordinary charges or
losses determined in accordance with GAAP, (f) non-cash compensation
expenses arising from the issuance of stock, options to purchase stock and
stock appreciation rights to the management of the Borrower, and (g) any
other non-cash charges, non-cash expenses or non-cash losses of the Borrower or
any of its Subsidiaries for such period (excluding any such charge, expense or
loss incurred in the ordinary course of business that constitutes an accrual of
or a reserve for cash charges for any future period), provided, however,
that cash payments made in such period or in any future period in respect of
such non-cash charges, expenses or losses (excluding any such charge, expense
or loss incurred in the ordinary course of business that constitutes an accrual
of or a reserve for cash charges for any future period) shall be subtracted
from Consolidated Net Income in calculating Consolidated EBITDA in the period
when such payments are made, and minus, to the extent included in the
statement of such Consolidated Net Income for such period, the sum of
(a) interest income, (b) any extraordinary income or gains determined
in accordance with GAAP and (c) any other non-cash income (excluding any
items that represent the reversal of any accrual of, or cash reserve for,
anticipated cash charges in any prior period that are described in the
parenthetical to clause (g) above), all as determined on a consolidated
basis.


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



 5
 






 



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


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


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


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



 6
 






 



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


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


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


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


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


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



 7
 






 



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


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


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


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


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


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


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


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


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


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


“Elvis Operating Companies”:  Elvis Presley Enterprises, Inc., a Tennessee
corporation, and Elvis Presley Enterprises, LLC, a Delaware limited liability
company, and each of their respective subsidiaries.


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



 8
 






 



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


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


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


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


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


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


“Eurodollar Rate”:  with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such
day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):


	
  

  	
  Eurodollar Base Rate

  	
   

  
	
   

  	
  1.00 - Eurocurrency Reserve Requirements

  	
   

  



 


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



 9
 






 



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


“Exchange Act”: the Securities Exchange Act of
1934 as in effect on the Closing Date.


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


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


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


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


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


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


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


“Funded Debt”: 
as to any Person, all Indebtedness of such Person that matures more than
one year from the date of its creation or matures within one year from such
date but is renewable or extendible, at the option of such Person, to a date
more than one year from such date or arises under a revolving credit or similar
agreement that obligates the lender or lenders to extend credit during a period
of more than one year from such date, including all current maturities and
current sinking fund payments in respect of such Indebtedness whether or not
required to be paid within one year from the date of its creation and, in the
case of the Borrower, Indebtedness in respect of the Loans.


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



 10
 






 



“GAAP”: 
generally accepted accounting principles in the United States as in
effect from time to time except that for purposes of Section 7.1, GAAP shall be
determined on the basis of such principles in effect on the date hereof and
consistent with those used in the preparation of the most recent audited
financial statements referred to in Section 4.1(b).  In the event that any Accounting Change (as
defined below) shall occur and such change results in a change in the method of
calculation of financial covenants, standards or terms in this Agreement, then
the Borrower and the Administrative Agent agree to enter into negotiations in
order to amend such provisions of this Agreement so as to equitably reflect
such Accounting Changes with the desired result that the criteria for
evaluating the Borrower’s financial condition shall be the same after such
Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall
have been executed and delivered by the Borrower, the Administrative Agent and
the Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting
Changes had not occurred.  “Accounting
Changes” refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants or the United Kingdom Accounting Standards Board, pronouncements of
the Urgent Issues Task Force, relevant Statements of Recommended Accounting
Practice and provisions of the Companies Act of 1985, as amended, as the case
may be, or, if applicable, the SEC.


“GOAT Acquisition Agreement”: that certain
agreement, dated April 10, 2006, by and among the Borrower, the GOAT Operating
Company, CKX G.O.A.T. Holding Corp., G.O.A.T., Inc., Muhammad Ali Family Trust
and Muhammad Ali.


“GOAT Operating Agreement”: the Limited
Liability Operating Agreement, dated as of April 10, 2006, as amended and
restated by the “Agreed Upon Terms” under and as defined in the GOAT
Acquisition Agreement.


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


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


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


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


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



 11
 






 



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


“Hazardous Substances”:
any material substance or waste presently listed, defined, designated or
classified as hazardous, toxic or radioactive under, or otherwise regulated
pursuant to, any applicable Environmental Law or by any Governmental Authority
including petroleum and any derivatives or by-products thereof, asbestos,
presumed asbestos-containing material or asbestos-containing material, urea
formaldehyde and polychlorinated biphenyls and including any material,
substance or waste which is defined as a “hazardous waste,” “hazardous
material,” “hazardous substance,” “extremely hazardous waste,” “restricted
hazardous waste,” “contaminant,” “contaminant,” “toxic waste” or “toxic
substance” under any provision of Environmental Law.


“Hedge Agreements”:  any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies (including
foreign currencies), commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these
transactions; provided that no phantom stock or similar plan providing
for payments only on account of services provided by current or former
directors, officers, employees or consultants of the Borrower or any of its
Subsidiaries shall be a Hedge Agreement.


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



 12
 






 



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


“Indebtedness”: 
of any Person at any date, without duplication, (a) all indebtedness of
such Person for borrowed money, (b) all obligations of such Person for the
deferred purchase price of property or services (other than current trade
payables incurred in the ordinary course of such Person’s business), (c) all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all Capital Lease Obligations of such Person,
(f) all obligations of such Person, contingent or otherwise, as an account
party or applicant under or in respect of acceptances, letters of credit,
surety bonds or similar arrangements, (g) all obligations of such Person,
contingent or otherwise, to purchase, redeem, retire or otherwise acquire for
value any Capital Stock of such Person, (h) all Guarantee Obligations of such
Person in respect of obligations of others of the kind referred to in clauses
(a) through (g) above, (i) all obligations of the kind referred to in clauses
(a) through (h) above secured by (or for which the holder of such obligation
has an existing right, contingent or otherwise, to be secured by) any Lien on
property (including accounts and contract rights) owned by such Person, whether
or not such Person has assumed or become liable for the payment of such
obligation, (j) all Disqualified Capital Stock and Preferred Stock issued by
such Person (other than Preferred Stock issued by a Loan Party) and (k) for the
purposes of Sections 7.2 and 8(e) only (and not any defined terms referenced
therein), all obligations of such Person in respect of Hedge Agreements; provided,
however, that the items described in clauses (f) and (g) above shall
constitute Indebtedness only if and to the extent that any such items would
appear as a liability on a balance sheet of such Person prepared in accordance
with GAAP.  The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or
other relationship with such entity, except to the extent the terms of such
Indebtedness expressly provide that such Person is not liable therefor.


“Indemnified Liabilities”:  as defined in Section 10.5.


“Indemnitee”: 
as defined in Section 10.5.


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


“Insolvent”: 
pertaining to a condition of Insolvency.


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



 13














 


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


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


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


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


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


(iii)          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 a calendar month; and


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


“Investments”: 
as defined in Section 7.8.


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


“L/C Commitment”:  $10,000,000.



 14
 






 



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


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


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


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


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


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


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


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


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


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


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


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


“Material Environmental Amount”:  an amount payable by the Borrower and/or its
Subsidiaries in excess of $1,000,000 (after taking into account any amounts
paid to the Borrower or any Subsidiary of the Borrower in respect thereof
pursuant to indemnity claims made by the Borrower and/or its Subsidiaries) for
any violation of, or liability under, any Environmental Law, including, without
limitation, all remedial costs, compliance costs, compensatory damages,
punitive damages, fines, penalties or any combination thereof.



 15
 






 



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


“Materials of Environmental Concern”:  any gasoline or petroleum (including crude
oil or any fraction thereof) or petroleum products or any hazardous or toxic
substances, materials or wastes, defined or regulated as such in or under any
Environmental Law, including asbestos, polychlorinated biphenyls and
urea-formaldehyde insulation.


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


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


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


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


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


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


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


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


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


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



 16
 






 



“Non-Recourse Indebtedness”: secured
Indebtedness for borrowed money of a Permitted Joint Venture, provided
that (a) such Indebtedness is not, in whole or in part, Indebtedness of any
Group Member other than such Permitted Joint Venture and its Subsidiaries and
for which no holder thereof has or could have upon the occurrence of any
contingency, any recourse against any Group Member or any property or assets
thereof other than such Permitted Joint Venture and its Subsidiaries
(including, for the avoidance of doubt any Capital Stock representing the
ownership interests in such Permitted Joint Venture), (b) such
Indebtedness is owing only to unaffiliated third-parties (which, for the avoidance
of doubt, does not include any Group Member or any Affiliate thereof),
(c) the source of repayment for such Indebtedness is expressly limited to
the assets or cash flows of such Permitted Joint Venture and its Subsidiaries,
(d) no Group Member (other than such Permitted Joint Venture and its
Subsidiaries) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) or is directly or
indirectly liable as a guarantor or otherwise in respect of such Indebtedness
or in respect of the business or operations of the applicable Permitted Joint
Venture and its Subsidiaries that are obligors under such Non-Recourse
Indebtedness and (e) the lenders of such Indebtedness have been notified in
writing that they will not have any recourse to any Group Member or the stock
or assets of any Group Member (other than such Permitted Joint Venture and its
Subsidiaries), in the case of clauses (a), (c) and (d) above, as reasonably
determined by the Administrative Agent.


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


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


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


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


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


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


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


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


“Patriot Act”: as defined in Section 10.18.


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


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



 17
 






 



Person, provided
that (a) in the case of an asset acquisition or in-bound license, the
applicable assets to be acquired are used, or, in the case of a stock
acquisition, the applicable Person to be acquired is predominantly engaged, in
media, entertainment or content related businesses, (b) the Borrower shall be
in compliance with the financial covenants set forth in Section 7.1 on a pro
forma basis after giving effect to such acquisition (and a Responsible Officer
of the Borrower shall have certified to such compliance), (c) in connection
with any such acquisition involving a merger, the Borrower or a Wholly Owned
Subsidiary of the Borrower shall be the surviving entity (provided that if such
merger involves the Borrower, the Borrower shall be the surviving entity), (d)
immediately prior, and after giving effect, to such acquisition or in-bound
license, no Default or Event of Default shall have occurred and be continuing
and (e) in the case of the acquisition of the Capital Stock or other ownership
interests of another Person by the Borrower, (i) such Person and each of its
Subsidiaries (other than Immaterial Subsidiaries of such Person) shall be
Wholly Owned Subsidiaries of the Borrower after giving effect to such
acquisition, (ii) the Administrative Agent (for the benefit of the Secured Parties)
shall have been granted a valid, perfected, first priority security interest in
such Capital Stock or other ownership interests (provided that, in the
case of the Capital Stock or other ownership interests in any Excluded Foreign
Subsidiary, such security interest shall be limited to 65% of voting shares and
100% of the non-voting shares of such Capital Stock or other ownership
interests) and (iii) such Person and each of its Subsidiaries (other than
Immaterial Subsidiaries of such Person) shall have become Subsidiary
Guarantors, in the case of clauses (ii) and (iii), in accordance with the
Guarantee and Collateral Agreement (having first completed any requirements of any applicable law or
regulation in any relevant jurisdiction concerning financial assistance by a
company for the acquisition of or subscription for shares or concerning the
protection of shareholders’ capital), it being acknowledged and agreed that the
foregoing requirements of clause (iii) shall not be applicable with respect to
any Person or Subsidiary thereof that is an Excluded Foreign Subsidiary.


“Permitted Joint Venture”: one or more joint
ventures or similar arrangements entered into after the Closing Date (which may
be in the form of a limited liability company or other Person) relating to
assets that are not owned by any Group Member as of the Closing Date, in which
the Borrower or any of its Subsidiaries holds Capital Stock or otherwise
participates or invests; provided that (a) the applicable joint venture
shall be predominantly engaged in media, entertainment or content related
businesses, (b) the Borrower shall be in compliance with the financial
covenants set forth in Section 7.1 on a pro forma basis after giving effect to
such Permitted Joint Venture (and a Responsible Officer of the Borrower shall
have certified to such compliance), (c) no Loan Party shall, pursuant to
such joint venture, be under any Contractual Obligation to make Investments or
incur Guarantee Obligations after the later of the Closing Date and the initial
formation of such joint venture that would be in violation of any provision of
this Agreement and (d) immediately prior, and after giving effect, to such
joint venture, no Default or Event of Default shall have occurred and be
continuing.


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


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



 18
 






 



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


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


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


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


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


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


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


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


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


“Property”: 
any right or interest in or to property of any kind whatsoever, whether
real, personal or mixed and whether tangible or intangible, including, without
limitation, Capital Stock.


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


“Reference Lender”:  The Bank of New York.


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


“Refunding Date”:  as defined in Section 2.4.


“Register”: 
as defined in Section 10.6.


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


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



 19
 






 



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


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


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


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


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


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


“Restricted Payments”:  as defined in Section 7.6.


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


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


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



 20
 






 



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


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


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


“Revolving Termination Date”:  May 24, 2011.


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


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


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


“Security Documents”:  the collective reference to the Guarantee and
Collateral Agreement, the UK Debenture, the UK Charge Over Shares, the
Mortgages (if any), each Intellectual Property Security Agreement, and all
other security documents hereafter delivered to the Administrative Agent
granting (or purporting to grant) a Lien on any property of any Person to
secure the obligations and liabilities of any Loan Party under any Loan
Document or Specified Hedge Agreement.


“Sillerman Group”: (a) Robert F. X. Sillerman,
(b) any spouse or other immediate family member of Robert F. X. Sillerman and
(c) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, owners, partners, owners or  Persons beneficially holding an
80% or greater controlling interest of which consist of such Persons specified
in clauses (a) and (b) above.


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


“Solvent”: 
when used with respect to any Person, means that, as of any date of
determination, (a) the amount of the “present fair saleable value” of the
assets of such Person will, as of such date, exceed the amount of all “liabilities
of such Person, contingent or otherwise”, as of such date, as such quoted terms
are determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors (or, in the case of Group Members
incorporated in England and Wales, the value of its assets exceeds its
liabilities (taking into account contingent and prospective liabilities)),
(b) the present fair saleable value of the assets of such Person will, as
of such date, be greater than the amount that will be required to pay the
liability of such Person on its debts as such debts become absolute and
matured, (c) such Person will not have, as of such date, an unreasonably
small amount of capital with which to



 21
 






 



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


“Specified Hedge Agreement”:  any Hedge Agreement (a) entered into by
(i) the Borrower or any of its Subsidiaries and (ii) any Qualified
Counterparty, as counterparty and (b) that has been designated by such
Qualified Counterparty and the Borrower, by notice to the Administrative Agent,
as a Specified Hedge Agreement provided, that (i) subject to
Section 10.14, obligations of the Borrower or any Subsidiary under any
Specified Hedge Agreement shall be secured and guaranteed pursuant to the
Security Documents only to the extent that, and for so long as, the other
Obligations are so secured and guaranteed and (ii) any release of
Collateral or Subsidiary Guarantors effected in the manner permitted by this
Agreement shall not require the consent of holders of obligations under
Specified Hedge Agreements.  The designation
of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor
of any Qualified Counterparty that is a party thereto any rights in connection
with the management or release of any Collateral or of the obligations of any
Subsidiary Guarantor under the Guarantee and Collateral Agreement except as
provided in Section 10.14.


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


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


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


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



 22
 






 



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


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


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


“Swingline Loans”:  as defined in Section 2.3.


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


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


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


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


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


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


“Transferee”: 
any Assignee or Participant.


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


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


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


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


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



 23
 






 



determined on the basis
of such principles in effect on the date hereof and consistent with those used
in the preparation of the most recent audited financial statements referred to
in Section 4.1(b).  In the event that any
Accounting Change shall occur and such change results in a change in the method
of calculation of financial covenants, standards or terms in this Agreement,
then the Borrower and the Administrative Agent agree to enter into negotiations
in order to amend such provisions of this Agreement so as to equitably reflect
such Accounting Changes with the desired result that the criteria for
evaluating the Borrower’s financial condition shall be the same after such
Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall
have been executed and delivered by the Borrower, the Administrative Agent and the
Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting
Changes had not occurred.


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


“United States”:  the United States of America.


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


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


1.2.          Other
Definitional Provisions. 
(a)  Unless otherwise specified therein, all terms defined in
this Agreement shall have the defined meanings when used in the other Loan
Documents or any certificate or other document made or delivered pursuant
hereto or thereto.


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



 24
 






 



assume, become liable in
respect of or suffer to exist (and the words “incurred” and “incurrence” shall
have correlative meanings), (iv) 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, Capital Stock,
securities, revenues, accounts, leasehold interests and contract rights, and
(v) references to agreements or other Contractual Obligations shall,
unless otherwise specified, be deemed to refer to such agreements or
Contractual Obligations as amended, supplemented, restated or otherwise
modified from time to time (subject to any applicable restrictions hereunder).


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


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


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


(f)  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with
GAAP.


(g)  For the purposes of the Loan Documents, if a Dollar
amount needs to be determined, any amount which is denominated in a currency
other than Dollars will be converted into Dollars using the Spot Rate on that
date.  “Spot Rate” means the spot
rate of exchange of the Administrative Agent (as determined by the
Administrative Agent in relation to its customers generally) for the purchase
of Dollars with the appropriate amount of a currency in the New York City
foreign exchange market in the ordinary course of business at or about 10.00
a.m., New York City time, on the day in question for delivery two Business Days
later.


(h)  The term “license” shall include any sub-license (and
variations thereof).


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


SECTION 2.  AMOUNT
AND TERMS OF REVOLVING COMMITMENTS


2.1.          Revolving
Commitments.  (a)  Subject
to the terms and conditions hereof, each Revolving Lender severally agrees to
make revolving credit loans (“Revolving Loans”) to



 25
 






 



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


(b)  The Borrower shall repay all outstanding Revolving Loans
on the Revolving Termination Date.


2.2.          Procedure
for Revolving Loan Borrowing.  The
Borrower may borrow under the Revolving Commitments during the Revolving
Commitment Period on any Business Day, provided that the Borrower shall give
the Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to 12:00 Noon, New York City
time, (a) three Business Days prior to the requested Borrowing Date, in
the case of Eurodollar Loans, or (b) one Business Day prior to the
requested Borrowing Date, in the case of Base Rate Loans) (provided that any
such notice of a borrowing of Base Rate Loans to finance payments required to
be made pursuant to Section 2.5 may be given not later than
10:00 A.M., New York City time, on the date of the proposed
borrowing), specifying (i) the amount and Type of Revolving Loans to be
borrowed, (ii) the requested Borrowing Date and (iii) in the case of
Eurodollar Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor.  Each borrowing under the Revolving
Commitments shall be in an amount equal to (x) in the case of Base Rate
Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate
Available Revolving Commitments are less than $1,000,000, such lesser amount)
and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; provided, that (x) the Swingline
Lender may request, on behalf of the Borrower, borrowings under the Revolving
Commitments that are Base Rate Loans in other amounts pursuant to
Section 2.4 and (y) borrowings of Base Rate Loans pursuant to
Section 2.11 shall not be subject to the foregoing minimum amounts.  Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Revolving Lender
thereof.  Each Revolving Lender will make
the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of the Borrower at the Funding Office
prior to 12:00 Noon, New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent.  Such borrowing will then be made
available to the Borrower by the Administrative Agent crediting the account of
the Borrower on the books of such office with the aggregate of the amounts made
available to the Administrative Agent by the Revolving Lenders and in like
funds as received by the Administrative Agent.


2.3.          Swingline
Commitment.  (a)  Subject
to the terms and conditions hereof, the Swingline Lender agrees to make a
portion of the credit otherwise available to the Borrower under the Revolving
Commitments from time to time during the Revolving Commitment Period by making
swing line loans (“Swingline Loans”) to the Borrower; provided that
(i) the aggregate principal amount of Swingline Loans outstanding at any
time shall not exceed the Swingline Commitment then in effect (notwithstanding
that the Swingline Loans outstanding at any time,



 26
 






 



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


(b)  The Borrower shall repay all outstanding Swingline Loans
on the Revolving Termination Date.


2.4.          Procedure
for Swingline Borrowing; Refunding of Swingline Loans.  

(a)  Whenever the Borrower desires that the Swingline Lender make
Swingline Loans it shall give the Swingline Lender irrevocable telephonic
notice confirmed promptly in writing (which telephonic notice must be received
by the Swingline Lender not later than 1:00 P.M., New York City
time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed
and (ii) the requested Borrowing Date (which shall be a Business Day
during the Revolving Commitment Period). 
Each borrowing under the Swingline Commitment shall be in an amount
equal to $500,000 or a whole multiple of $100,000 in excess thereof.  Not later than 3:00 P.M.,
New York City time, on the Borrowing Date specified in a notice in
respect of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the amount of the Swingline Loan to be made by the Swingline
Lender.  The Administrative Agent shall
make the proceeds of such Swingline Loan available to the Borrower on such
Borrowing Date by depositing such proceeds in the account of the Borrower with
the Administrative Agent on such Borrowing Date in immediately available funds.


(b)  The Swingline Lender, at any time and from time to time
in its sole and absolute discretion may, on behalf of the Borrower (which
hereby irrevocably directs the Swingline Lender to act on its behalf), on one
Business Day’s notice given by the Swingline Lender no later than
12:00 Noon, New York City time, request each Revolving Lender to
make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an
amount equal to such Revolving Lender’s Revolving Percentage of the aggregate
amount of the Swingline Loans (the “Refunded Swingline Loans”)
outstanding on the date of such notice, to repay the Swingline Lender.  Each Revolving Lender shall make the amount
of such Revolving Loan available to the Administrative Agent at the Funding
Office in immediately available funds, not later than 10:00 A.M.,
New York City time, one Business Day after the date of such
notice.  The proceeds of such Revolving
Loans shall be immediately made available by the Administrative Agent to the
Swingline Lender for application by the Swingline Lender to the repayment of the
Refunded Swingline Loans.  The Borrower
irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts
with the Administrative Agent (up to the amount available in each such account)
in order to immediately pay the amount of such Refunded Swingline Loans to the
extent amounts received from the Revolving Lenders are not sufficient to repay
in full such Refunded Swingline Loans.


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



 27
 






 



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


(d)  Whenever, at any time after the Swingline Lender has
received from any Revolving Lender such Lender’s Swingline Participation
Amount, the Swingline Lender receives any payment on account of the Swingline
Loans, the Swingline Lender will distribute to such Lender its Swingline
Participation Amount (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s participating interest
was outstanding and funded and, in the case of principal and interest payments,
to reflect such Lender’s pro  rata portion of such payment if such
payment is not sufficient to pay the principal of and interest on all Swingline
Loans then due); provided, however, that in the event that such
payment received by the Swingline Lender is required to be returned, such
Revolving Lender will return to the Swingline Lender any portion thereof
previously distributed to it by the Swingline Lender.


(e)  Each Revolving Lender’s obligation to make the Loans
referred to in Section 2.4(b) and to purchase participating interests
pursuant to Section 2.4(c) shall be absolute and unconditional and shall
not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such Revolving Lender or
the Borrower may have against the Swingline Lender, the Borrower or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 5; (iii) any adverse change in the
condition (financial or otherwise) of the Borrower; (iv) any breach of
this Agreement or any other Loan Document by the Borrower, any other Loan Party
or any other Revolving Lender; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.


2.5.          Commitment
Fees, etc.  (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each
Revolving Lender a commitment fee for the period from and including the Closing
Date to the last day of the Revolving Commitment Period, computed at the
Commitment Fee Rate on the average daily amount of the Available Revolving
Commitment of such Lender during the period for which payment is made, payable
quarterly in arrears on the last day of each March, June, September and
December and on the Revolving Termination Date, commencing on the first of such
dates to occur after the date hereof.


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


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



 28














 


2.6.  Termination
or Reduction of Revolving Commitments. 
The Borrower shall have the right, upon not less than three Business
Days’ notice to the Administrative Agent, to terminate the Revolving
Commitments or, from time to time, to reduce the amount of the Revolving
Commitments; provided that no such termination or reduction of Revolving
Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Loans and Swingline Loans made on the effective
date thereof, the Total Revolving Extensions of Credit would exceed the Total
Revolving Commitments.  Any such
reduction shall be in an amount equal to $1,000,000, or a whole multiple
thereof, (or shall be the entire remaining Total Revolving Commitments) and
shall reduce permanently the Revolving Commitments then in effect.


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


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


2.8.          Procedure
for Issuance of Letter of Credit. 
The Borrower may from time to time request that the Issuing Lender issue
a Letter of Credit by delivering to the Issuing Lender at its address for
notices specified herein an Application therefor, completed to the satisfaction
of the Issuing Lender, and such other certificates, documents and other papers
and information as the Issuing Lender may request.  Upon receipt of any Application, the Issuing
Lender will notify the Administrative Agent of the amount, the beneficiary and
the requested expiration of the requested Letter of Credit, and upon receipt of
confirmation from the Administrative Agent that after giving effect to the
requested issuance, the Available Revolving Commitments would not be less than
zero, the Issuing Lender will process such Application and the certificates,
documents and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall promptly issue
the Letter of Credit requested thereby (but in no event shall the Issuing
Lender be required to issue any Letter of Credit earlier than three Business
Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by the Issuing Lender and the Borrower.  The Issuing Lender shall furnish a copy of
such Letter of Credit to the Borrower (with a copy to the Administrative Agent)
promptly following the issuance thereof. 
The Issuing Lender shall promptly furnish to the Administrative Agent,
which shall in turn



 29
 






 



promptly furnish to the
Lenders, notice of the issuance of each Letter of Credit (including the amount
thereof).


2.9.          Fees
and Other Charges. 
(a)  The Borrower will pay a fee on all outstanding Letters of
Credit at a per annum rate equal to the Applicable Margin then in effect with
respect to Eurodollar Loans under the Facility, shared ratably among the Revolving
Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the
issuance date.  In addition, the Borrower
shall pay to the Issuing Lender for its own account a fronting fee on the
undrawn and unexpired amount of each Letter of Credit as agreed by the Borrower
and the Issuing Lender, payable quarterly in arrears on each L/C Fee Payment
Date after the Issuance Date.


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


2.10.        L/C
Participations.  (a)  The
Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce the Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and
hereby accepts and purchases from the Issuing Lender, on the terms and
conditions set forth below, for such L/C Participant’s own account and risk an
undivided interest equal to such L/C Participant’s Revolving Percentage in the
Issuing Lender’s obligations and rights under and in respect of each Letter of
Credit issued hereunder and the amount of each draft paid by the Issuing Lender
thereunder.  Each L/C Participant
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft
is paid under any Letter of Credit for which the Issuing Lender is not
reimbursed in full by the Borrower in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Administrative Agent upon
demand of the Issuing Lender an amount equal to such L/C Participant’s
Revolving Percentage of the amount of such draft, or any part thereof, that is
not so reimbursed. The Administrative Agent shall promptly forward such amounts
to the Issuing Lender.


(b)  If any amount required to be paid by any L/C Participant
to the Administrative Agent for the account of the Issuing Lender pursuant to
Section 2.10(a) in respect of any unreimbursed portion of any payment made
by the Issuing Lender under any Letter of Credit is paid to the Administrative
Agent for the account of the Issuing Lender within three Business Days after
the date such payment is due, such L/C Participant shall pay to the
Administrative Agent for the account of the Issuing Lender on demand an amount
equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Issuing Lender, times (iii) a fraction the numerator of which is
the number of days that elapse during such period and the denominator of which
is 360.  If any such amount required to
be paid by any L/C Participant pursuant to Section 2.10(a) is not made
available to the Administrative Agent for the account of the Issuing Lender by
such L/C Participant within three Business Days after the date such payment is
due, the Issuing Lender shall be entitled to recover from such L/C Participant,
on demand, such amount with interest thereon calculated from such due date at
the rate per annum applicable to Base Rate Loans under



 30
 






 



the
Facility.  A certificate of the Issuing
Lender submitted to any L/C Participant with respect to any amounts owing under
this Section shall be conclusive in the absence of manifest error.


(c)  Whenever, at any time after the Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant
its pro  rata share of such payment in accordance with
Section 2.10(a), the Administrative Agent or the Issuing Lender receives
any payment related to such Letter of Credit (whether directly from the Borrower
or otherwise, including proceeds of collateral applied thereto by the Issuing
Lender), or any payment of interest on account thereof, the Administrative
Agent or the Issuing Lender, as the case may be, will distribute to such L/C
Participant its pro  rata share thereof; provided, however,
that in the event that any such payment received by Administrative Agent or the
Issuing Lender, as the case may be, shall be required to be returned by the
Administrative Agent or the Issuing Lender, such L/C Participant shall return
to the Administrative Agent for the account of the Issuing Lender the portion
thereof previously distributed by the Administrative Agent or the Issuing
Lender, as the case may be, to it.


2.11.        Reimbursement
Obligation of the Borrower.  The Borrower
agrees to reimburse the Issuing Lender on the Business Day next succeeding the
Business Day on which the Issuing Lender notifies the Borrower of the date and
amount of a draft presented under any Letter of Credit and paid by the Issuing
Lender for the amount of (a) such draft so paid and (b) any taxes,
fees, charges or other costs or expenses incurred by the Issuing Lender in
connection with such payment.  Each such
payment shall be made to the Issuing Lender at its address for notices referred
to herein in Dollars and in immediately available funds.  Interest shall be payable on any such amounts
from the date on which the relevant draft is paid until payment in full at the
rate set forth in (i) until the Business Day next succeeding the date of
the relevant notice, Section 3.4(b) and (ii) thereafter,
Section 3.4(c).  Each drawing under
any Letter of Credit shall (unless an event of the type described in clause
(i) or (ii) of Section 8(f) shall have occurred and be continuing
with respect to the Borrower, in which case the procedures specified in
Section 2.10 for funding by L/C Participants shall apply) constitute a
request by the Borrower to the Administrative Agent for a borrowing pursuant to
Section 2.2 of Base Rate Loans (or, at the option of the Administrative
Agent and the Swingline Lender in their sole discretion, a borrowing pursuant
to Section 2.4 of Swingline Loans) in the amount of such drawing.  The Borrowing Date with respect to such
borrowing shall be the first date on which a borrowing of Revolving Loans (or,
if applicable, Swingline Loans) could be made, pursuant to Section 2.2 or,
if applicable, Section 2.4), if the Administrative Agent had received a
notice of such borrowing at the time the Administrative Agent receives notice
from the Issuing Lender of such drawing under such Letter of Credit.


2.12.        Obligations
Absolute.  The Borrower’s obligations
under Section 2.11 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment that the Borrower may have or have had against the Issuing Lender, any
beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible for, and the Borrower’s
Reimbursement Obligations under Section 2.11 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such



 31
 






 



Letter of Credit may be
transferred or any claims whatsoever of the Borrower against any beneficiary of
such Letter of Credit or any such transferee. 
The Issuing Lender shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit, except
for errors or omissions found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the Issuing Lender.  The
Borrower agrees that any action taken or omitted by the Issuing Lender under or
in connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the
State of New York, shall be binding on the Borrower and shall not result
in any liability of the Issuing Lender to the Borrower.


2.13.        Letter
of Credit Payments.  If any draft
shall be presented for payment under any Letter of Credit, the Issuing Lender
shall promptly notify the Borrower of the date and amount thereof.  The responsibility of the Issuing Lender to
the Borrower in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.


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


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



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and the Persons providing such New Term Loan
Commitments (each, a “New Term Loan Lender”), provided, that the
yield with respect to the New Term Loan Commitments (taking into account
upfront fees and original issue discount paid to New Term Loan lenders) may be
no more than 0.25% per annum greater than the then-current yield with respect
to the Loans (as reasonably determined by the Administrative Agent) at the time
the New Term Loan Facility Amendment (as defined below) becomes effective pursuant
to its terms (it being understood that all levels of the Pricing Grid will be
increased and/or additional fees will be paid to the Lenders, as applicable, to
the extent necessary to satisfy such requirement), and (vi) otherwise be
treated hereunder substantially the same as (and in any event no more favorably
than) the Facility, provided, that the terms and provisions applicable
to the New Term Loan Commitments may provide for financial or other covenants
different or in addition to those applicable to the Loans only to the extent
that such terms and provisions are applicable only during periods after the
Revolving Termination Date.  The New Term
Loan Facility Notice shall (x) set forth the requested amount of New Term Loan
Commitments, (y) offer each Lender the opportunity to provide a New Term
Loan Commitment by giving written notice of such to the Administrative Agent
prior to the termination of the general syndication of the New Term Loan
Commitments and (z) be provided to each existing Lender not less than five
Business Days prior to the commencement of the general syndication of the New
Term Loan Commitments; provided, however, that no existing Lender
will be obligated to subscribe for any portion of such New Term Loan
Commitments.  Each New Term Loan
Commitment shall become a Commitment under this Agreement and the facility for
the New Term Loan Commitments shall be implemented hereunder pursuant to an
amendment to this Agreement, which may take the form of an amendment and
restatement of this Agreement (a “New Term Loan Facility Amendment”),
executed by each of the Borrower, each other Loan Party, each New Term Loan
Lender and the Administrative Agent, which New Term Loan Facility Amendment
will not require the consent of any other Lender.  The effectiveness of any New Term Loan
Facility Amendment shall (in addition to any other conditions specified
therein) be subject to the satisfaction on the date thereof and, if different,
on the date on which the New Term Loan Commitments are funded, of each of the
conditions set forth in Sections 5.1(h) and (o) and Section 5.2.


SECTION 3.  GENERAL
PROVISIONS APPLICABLE


TO LOANS AND LETTERS OF
CREDIT


3.1.          Optional
Prepayments.  The Borrower may at any
time and from time to time prepay the Loans, in whole or in part, without
premium or penalty, upon irrevocable notice delivered to the Administrative
Agent no later than 11:00 A.M., New York City time, three
Business Days prior thereto, in the case of Eurodollar Loans, and no later than
11:00 A.M., New York City time, on the date of prepayment, in
the case of Base Rate Loans, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or Base Rate
Loans; provided, that if a Eurodollar Loan is prepaid on any day other
than the last day of the Interest Period applicable thereto, the Borrower shall
also pay any amounts owing pursuant to Section 3.10.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with accrued interest to such date on the amount
prepaid.  Partial prepayments of
Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a
whole multiple thereof.  Partial
prepayments of



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


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


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


3.3.          Limitations
on Eurodollar Tranches. 
Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions and continuations of Eurodollar Loans hereunder and all
selections of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, (a) after giving effect thereto, the
aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche
shall be equal to $3,000,000 or a whole multiple of $1,000,000 in excess
thereof and (b) no more than five Eurodollar Tranches shall be outstanding
at any one time.


3.4.          Interest
Rates and Payment Dates. 
(a)  Each Eurodollar Loan shall bear interest on the
outstanding principal amount thereof for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurodollar Rate
determined for such day plus the Applicable Margin.



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


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


(d)  Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to
paragraph (c) of this Section shall be payable from time to time on
demand.


3.5.          Computation
of Interest and Fees. 
(a)  Interest and fees payable pursuant hereto shall be
calculated on the basis of a 360-day year for the actual days elapsed, except
that, with respect to Base Rate Loans the rate of interest on which is
calculated on the basis of the Prime Rate, the interest thereon shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed.  The
Administrative Agent shall as soon as practicable notify the Borrower and the
relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan
resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective.  The
Administrative Agent shall as soon as practicable notify the Borrower and the
relevant Lenders of the effective date and the amount of each such change in
interest rate.  Interest shall accrue on
each Loan for each day on which it is made or outstanding, except the day on
which it is repaid unless it is repaid on the same day that it was made.


(b)  Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error.  The Administrative Agent
shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Administrative Agent in determining any
interest rate pursuant to Section 3.4(a).


3.6.          Inability
to Determine Interest Rate.  If prior
to the first day of any Interest Period:



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(a)           the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period, or


(b)   the Administrative Agent shall have received
notice from the Required Lenders that the Eurodollar Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (as conclusively certified by such Lenders) of making or
maintaining their affected Loans during such Interest Period,


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


3.7.          Pro
Rata Treatment and Payments. 
(a)  Each borrowing by the Borrower from the Lenders
hereunder, each payment by the Borrower on account of any commitment fee and
any reduction of the Commitments of the Lenders shall be made pro rata
according to the respective Revolving Percentages of the relevant Lenders.


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


(c)  All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof to
the Administrative Agent, for the account of the Lenders, at the Funding
Office, in Dollars and in immediately available funds.  The Administrative Agent shall distribute
such payments to the Lenders promptly upon receipt in like funds as received.  If any payment hereunder (other than payments
on the Eurodollar Loans) becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes
due and payable on a day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business
Day.  In the case of any extension of any
payment of principal pursuant to the preceding two sentences, interest thereon
shall be payable at the then applicable rate during such extension.



 36
 






 



(d)  Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make
the amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount.  If
such amount is not made available to the Administrative Agent by the required
time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the greater of (i) the Federal Funds Effective Rate and
(ii) a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation for the period until such
Lender makes such amount immediately available to the Administrative
Agent.  A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this
paragraph shall be conclusive in the absence of manifest error.  If such Lender’s share of such borrowing is
not made available to the Administrative Agent by such Lender within three
Business Days of such Borrowing Date, the Administrative Agent shall also be
entitled to recover such amount with interest thereon at the rate per annum
applicable to Base Rate Loans, on demand, from the Borrower.


(e)  Unless the Administrative Agent shall have been notified
in writing by the Borrower prior to the date of any payment due to be made by
the Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be
required to, in reliance upon such assumption, make available to the Lenders
their respective pro  rata shares of a corresponding amount.  If such payment is not made to the
Administrative Agent by the Borrower within three Business Days after such due
date, the Administrative Agent shall be entitled to recover, on demand, from
each Lender to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum
equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the
rights of the Administrative Agent or any Lender against the Borrower.


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


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


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



 37
 






 



credit by, or any other
acquisition of funds by, any office of such Lender that is not otherwise
included in the determination of the Eurodollar Rate hereunder; or


(iii)          shall impose on such Lender any other
condition;


and the result of any of the foregoing is to increase
the cost to such Lender, by an amount that such Lender deems to be material, of
making, converting into, continuing or maintaining Eurodollar Loans or issuing
or participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender, upon its demand, any additional amounts necessary to
compensate such Lender for such increased cost or reduced amount
receivable.  If any Lender becomes
entitled to claim any additional amounts pursuant to this paragraph, it shall
promptly notify the Borrower (with a copy to the Administrative Agent) of the
event by reason of which it has become so entitled.


(b)  If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the interpretation
or application thereof or compliance by such Lender or any Person controlling
such Lender with any request or directive regarding capital adequacy (whether
or not having the force of law) from any Governmental Authority made subsequent
to the date hereof shall have the effect of reducing the rate of return on such
Lender’s or such Person’s capital as a consequence of its obligations hereunder
or under or in respect of any Letter of Credit to a level below that which such
Lender or such Person could have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s or such Person’s policies
with respect to capital adequacy) by an amount deemed by such Lender to be
material, then from time to time, after submission by such Lender to the
Borrower (with a copy to the Administrative Agent) of a written request
therefor, the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such Person for such reduction.


(c)  A certificate as to any additional amounts payable
pursuant to this Section 3.8 submitted by any Lender to the Borrower (with a
copy to the Administrative Agent) shall be conclusive in the absence of
manifest error.  Notwithstanding anything
to the contrary in this Section 3.8, the Borrower shall not be required to
compensate a Lender pursuant to this Section 3.8 for any amounts incurred
more than six months prior to the date that such Lender notifies the Borrower
of such Lender’s intention to claim compensation therefor; provided
that, if the circumstances giving rise to such claim have a retroactive effect,
then such six-month period shall be extended to include the period of such
retroactive effect.  The obligations of
the Borrower pursuant to this Section 3.8 shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


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



 38
 






 



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


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


(c)  Whenever any Non-Excluded Taxes or Other Taxes are
payable by or on behalf of the Borrower, as promptly as possible thereafter the
Borrower shall send to the Administrative Agent for its own account or for the
account of the relevant Agent or Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof.  If the Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts
or other reasonably required documentary evidence, the Borrower shall indemnify
the Agents and the Lenders for any incremental taxes, interest or penalties
that may become payable by any Agent or any Lender as a result of any such
failure.


(d)  Each Lender (or Transferee) or Agent that is not a “United
States Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S.
Lender”) shall deliver to the Borrower and the Administrative Agent (or, in
the case of a Participant, to the Lender from which the related participation
shall have been purchased for transmittal to the Administrative Agent) two
copies of U.S. Internal Revenue Service Form W-8IMY, W-8ECI and/or Form W-8BEN,
as applicable (or successor form) or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of “portfolio interest”, a
statement substantially in the form of Exhibit G and a Form W-8BEN and/or
W-8IMY, or any subsequent versions thereof or successors thereto, properly
completed and duly executed by such Non-U.S. Lender claiming complete
exemption from, or a reduced rate of, U.S. federal withholding tax on all
payments by the Borrower under this Agreement and the other Loan
Documents.  Such forms shall be delivered
by each Lender



 39
 






 



(or Transferee) or Agent on or before the date it becomes
a party to this Agreement (or, in the case of any Participant, on or before the
date such Participant purchases the related participation) and promptly from
time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent.  In addition, each
Lender (or Transferee) or Agent shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Lender (or
Transferee) or Agent.  Each Lender (or
Transferee) or Agent shall promptly notify the Borrower in writing at any time
it determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this
paragraph, a Lender (or Transferee) or Agent shall not be required to deliver
any form pursuant to this paragraph that such Lender (or Transferee) or Agent
is not legally able to deliver.  Each Lender or Agent that is not a Non-U.S.
Lender shall furnish an accurate and complete U.S. Internal Revenue Service
Form W-9 (or successor form) establishing that such Lender or Agent is not
subject to U.S. backup withholding, and to the extent it may lawfully do so at
such times, provide a new Form W-9 (or successor form) upon the expiration or
obsolescence of any previously delivered form. 
If any Non-U.S. Lender provides a Form W-8IMY, such Non-U.S. Lender
shall also attach the additional documentation required to be transmitted with
Form W-8IMY, including the appropriate forms described in this Section.


(e)  A Lender (or Transferee) or Agent that is entitled to an
exemption from or reduction of non-U.S. withholding tax under the law of the
jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent or, in the
case of a Participant, to the Lender from which the related participation has
been purchased), at the time or times prescribed by applicable law and as
reasonably requested in writing by the Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate, provided
that such Lender (or Transferee) or Agent is legally entitled to complete,
execute and deliver such documentation and in such Lender’s judgment such
completion, execution or submission would not materially prejudice the legal
position of such Lender.


(f)  If any Agent, Lender
or Participant determines, in its sole and reasonable discretion, that it has
received a refund of any Non-Excluded Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 3.9, it shall pay over such
refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 3.9 with
respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of such Agent or such Lender and 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 such Agent, such Lender or such Participant, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to such Agent or such Lender in
the event such Agent or such Lender is required to repay such refund to such
Governmental Authority.  This paragraph
shall not be construed to require any Agent or any Lender to make available its
tax returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person.  Each Lender, Agent or Participant, as applicable, shall indemnify



 40
 






 



the Borrower for any losses
resulting from any false, inaccurate or untrue statements provided pursuant to
paragraphs (d) or (e) of this Section 3.9.


(g)  The agreements in this Section 3.9 shall survive the
termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.


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


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


3.11.        Change
of Lending Office.  Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.8, 3.9(a) or 3.14 with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any
Loans affected by such event with the object of avoiding the consequences of
such event; provided, that such designation is made on terms that, in
the sole judgment of such Lender, cause such Lender and its lending office(s)
to suffer no economic, legal or regulatory disadvantage, and provided,



 41
 






 



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


3.12.        Replacement
of Lenders.  The Borrower may
replace, with a replacement financial institution reasonably satisfactory to
the Administrative Agent, any Lender that (a) requests payment of any
amounts payable under Section 3.8, 3.9(a) or 3.14, (b) defaults in its
obligation to make Loans hereunder or (c) declines to deliver any requested consent to any waiver, amendment or
other modification of any provision of any Loan Document that would require the
consent of more than the Required Lenders, in each case, only if
(i) such replacement, waiver, amendment or modification does not conflict
with any Requirement of Law, (ii) no Event of Default shall have occurred
and be continuing at the time of such replacement, (iii) in case of clause
(a) only, prior to any such replacement, such Lender shall have taken no action
under Section 3.11 so as to eliminate the continued need for payment of
amounts owing pursuant to Section 3.8 or 3.9(a), (iv) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement, (v) the
Borrower shall be liable to such replaced Lender under Section 3.10 if any
Eurodollar Loan owing to such replaced Lender shall be purchased other than on
the last day of the Interest Period relating thereto, (vi) the replacement
financial institution, if not already a Lender, shall be reasonably
satisfactory to the Administrative Agent, (vii) the replaced Lender shall
be obligated to make such replacement in accordance with the provisions of
Section 10.6 (provided that the Borrower shall be obligated to pay the
registration and processing fee referred to therein), (viii) until such
time as such replacement shall be consummated, the Borrower shall pay all
additional amounts (if any) required pursuant to Section 3.8 or 3.9(a), as
the case may be, (ix) any such replacement shall not be deemed to be a
waiver of any rights that the Borrower, the Administrative Agent or any other
Lender shall have against the replaced Lender, and (x) in the case of clause
(c) only, the requested waiver,
amendment or other modification has been approved by the Borrower, the Administrative Agent and the Required
Lenders.


3.13.        Evidence
of Debt.  (a)  Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing Indebtedness of the Borrower to such Lender resulting from each Loan
of such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time under this
Agreement.


(b)  The Administrative Agent, on behalf of the Borrower,
shall maintain the Register pursuant to Section 10.6, and a subaccount
therein for each Lender, in which shall be recorded (i) the amount of each
Loan made hereunder and any Note evidencing such Loan, the Type of such Loan
and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Lender’s share
thereof.


(c)  The entries made in the Register and the accounts of
each Lender maintained pursuant to Section 3.13(a) shall, to the extent
permitted by applicable law, be prima  facie evidence of the
existence and amounts of the obligations of the Borrower therein recorded; provided,
however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation



 42
 






 



of the
Borrower to repay (with applicable interest) the Loans made to the Borrower by
such Lender in accordance with the terms of this Agreement.


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


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


SECTION 4.  REPRESENTATIONS
AND WARRANTIES


To induce the Agents and the Lenders to enter into
this Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Borrower hereby represents and warrants to each Agent and each
Lender that:


4.1.          Financial
Condition.  (a)  The
unaudited pro forma consolidated balance sheet and related statements income
and cash flows of the Borrower and its consolidated Subsidiaries as at the date
of the most recent consolidated quarterly balance sheet referred to in the
second sentence of clause (b) below (including the notes thereto), adjusted to
give effect to the consummation of the transactions contemplated hereby, in the
case of such balance sheets, on such date and, in the case of such income
statements, on the first day of the relevant period (the “Pro Forma
Financial Statements”), copies of which have heretofore been furnished to
each Lender, has been prepared giving effect (as if such events had occurred on
such date) to (i)  the Loans to be made on the Closing Date and the use of
proceeds thereof and (ii) the payment of fees and expenses in connection with
the foregoing.  The Pro Forma Financial
Statements have been prepared based on the best information available to the
Borrower as of the date of delivery thereof, and presents fairly on a pro forma
basis the estimated financial position of Borrower and its consolidated
Subsidiaries as at December 31, 2005, assuming that the events specified in the
preceding sentence had actually occurred at such date.


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



 43
 






 



report
from Deloitte & Touche, present fairly the consolidated financial condition
of the Borrower, 19E and its Subsidiaries and the Elvis Operating Companies as
at such dates, and the consolidated results of their respective operations and their
respective consolidated cash flows for the respective months and years then
ended.  The unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at March 31, 2006 and the
related unaudited statements of income and cash flows for the period then
ended, present fairly the consolidated financial condition of the Borrower and
its Subsidiaries as at such date, and the consolidated results of their
respective operations and their respective cash flows for such period (subject
to normal year-end audit adjustments). 
All such financial statements, including the related schedules and notes
thereto, have been prepared on a consolidated basis in accordance with GAAP
(or, in the case of 19E and its Subsidiaries, in accordance with UK GAAP together
with appropriate reconciliations) applied consistently throughout the periods
involved (except as approved by the aforementioned firm of accountants and
disclosed in their reports thereon). 
Except as set forth on Schedule 4.1, none of the Borrower or its
Subsidiaries has any material Guarantee Obligations, contingent liabilities and
liabilities for taxes, or any long-term leases or unusual forward or long-term
commitments, including any interest rate or foreign currency swap or exchange
transaction or other obligation in respect of derivatives, that are not
reflected in the most recent financial statements referred to in this
paragraph.  During the period from
December 31, 2005 to and including the date hereof there has been no
Disposition by any Group Member of any material part of its business or
property.


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


4.3.          Corporate
Existence; Compliance with Law.  Each
Group Member (a) is duly incorporated, organized or formed, validly
existing and (where applicable) in good standing under the laws of the
jurisdiction of its incorporation or organization, (b) has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee, to license the property it exploits as
licensee, and to conduct the business in which it is currently engaged,
(c) is duly qualified as a foreign corporation or other organization and
in good standing (where applicable) under the laws of each jurisdiction where
its ownership, lease, licensing or operation of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified could not reasonably be expected to cause a Material Adverse Effect
and (d) is in compliance with all Requirements of Law except to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be
expected to cause a Material Adverse Effect.


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



 44
 






 



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


4.5.          No
Legal Bar.  The execution, delivery
and performance of this Agreement and the other Loan Documents, the issuance of
Letters of Credit, the borrowings hereunder and the use of the proceeds thereof
will not violate any Requirement of Law or any Contractual Obligation of any
Group Member and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens
created by the Security Documents).  No
Requirement of Law or Contractual Obligation applicable to the Borrower or any
of its Subsidiaries could reasonably be expected to have a Material Adverse
Effect.


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


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


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


4.9.          Intellectual
Property.


(a)  Each Group Member owns, has
the right to use, or is licensed to use, all Intellectual Property material to
the conduct of its business as currently conducted and, according to current
contemplation, as will be conducted after giving effect to the transactions
contemplated hereby.


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



 45
 






 



by a Group Member or, (ii) to the Borrower’s knowledge, recorded or
co-owned by Fremantle (and relating to the business of any Group Member) is
valid, subsisting and enforceable and has not been abandoned, and all
Intellectual Property material to the conduct of any Group Member’s business as
presently conducted is free from all encumbrances, except for Liens expressly
permitted under Section 7.3.


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


(d)  No action, hearing or
proceeding is pending, or, to the knowledge of the Borrower, threatened, on the
date hereof, nor has there been any holding, decision or judgment rendered by
any Governmental Authority in the last twenty-four months seeking to limit,
cancel or invalidate any Intellectual Property material to the conduct of the
business of any Group Member as currently conducted or, according to current
contemplation, as will be conducted after giving effect to the transactions
contemplated hereby, which, in any such case, if adversely determined, would
have a Material Adverse Effect.


(e)  To the knowledge of the
Borrower, each Group Member has made, where possible, all filings and
recordations necessary to adequately effect, reflect and protect its ownership
interest in or exclusive licenses to its material United States Trademarks and
Copyrights and material non-United States Trademarks and Copyrights owned by
such Group Member including, without limitation, recordation of its interests
in the material Trademarks owned by such Group Member with the United States
Patent and Trademark Office and in corresponding national and international
patent and/or trademark offices, and recordation of any of its interests in the
material Copyrights owned by or exclusively licensed to such Group Member with
the United States Copyright Office and in international copyright offices.


(f)  Each Group Member has
performed all acts, including any transfers or assignments, necessary to ensure
that all rights of publicity to use the name and likeness of Elvis Presley are
owned and controlled by Borrower.


(g)  In the last 12 months, no
Group Member has given or received written notice purporting to avoid,
repudiate, rescind or terminate any agreement that authorizes the use of any
material Intellectual Property that is licensed to any Group Member by a third
party, and to the knowledge of each Group Member the terms of any agreement
authorizing the use of any material Intellectual Property to which a Group
Member is a party have been complied with by all parties in all material
respects.



 46














 


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


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


4.12.        Labor
Matters.  Except as, in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect:  (a) there are no strikes or
other labor disputes against any Group Member pending or, to the knowledge of
the Borrower, threatened; (b) hours worked by and payment made to
employees of each Group Member have not been in violation of the Fair Labor
Standards Act in respect of any Group Member incorporated in the United States
or any other applicable Requirement of Law dealing with such matters in respect
of any Group Member; and (c) all payments due from any Group Member on
account of employee health and welfare insurance have been paid or accrued as a
liability on the books of the relevant Group Member.


4.13.        ERISA.  Neither a Reportable Event nor an “accumulated
funding deficiency” (within the meaning of Section 412 of the Code or
Section 302 of ERISA) has occurred during the five-year period prior
to the date on which this representation is made or deemed made with respect to
any Plan, and each Plan intended
to be qualified under Section 401 of the Code has received a favorable opinion
or determination letter from the Internal Revenue Service regarding such
qualified status or an application for such letter is currently pending and to
the knowledge of the Borrower or any Commonly Controlled Entity no such Plan
has, since receipt of the most recent favorable determination letter, been
amended or operated in a way which could reasonably be expected to adversely
affect such qualified status. 
Other than as set forth on Schedule 4.13, no termination of a Single
Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period. 
Other than as set forth on Schedule 4.13, the present value of all
accrued benefits under each Single Employer Plan (based on those assumptions
used to fund such Plans) did not, as of the last annual valuation date prior to
the date on which this representation is made or deemed made, exceed the value
of the assets



 47
 






 



of such Plan allocable to such accrued benefits by a
material amount.  Neither the Borrower
nor any Commonly Controlled Entity has had a complete or partial withdrawal
from any Multiemployer Plan that has resulted or could reasonably be expected
to result in a liability under ERISA that would reasonably be expected to cause
a Material Adverse Effect, and neither the Borrower nor any Commonly Controlled
Entity would become subject to any material liability under ERISA if the
Borrower or any such Commonly Controlled Entity were to withdraw completely
from all Multiemployer Plans as of the valuation date most closely preceding
the date on which this representation is made or deemed made.  No such Multiemployer Plan is in
Reorganization or Insolvent.  Neither the Borrower nor any of its Subsidiaries
has any liability (and by entering into this Agreement will not trigger any
liability) with respect to any employee benefit plan (including a pension
scheme) that is not subject to the laws of the United States or a political
subdivision thereof that could reasonably be expected to result in a Material
Adverse Effect and all such employee benefit plans and any pension schemes are
funded to the extent required by applicable law based on reasonable actuarial
assumptions applicable in the jurisdiction in which the relevant pension scheme
is maintained.


4.14.        Investment
Company Act; Other Regulations.  No
Loan Party is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as
amended.  No Loan Party is subject to
regulation under any Requirement of Law (other than Regulation X of the
Board) that limits its ability to enter into this Agreement or the transactions
contemplated hereby.


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


4.16.        Use
of Proceeds.  The proceeds of the
Revolving Loans shall be used, together with the proceeds of the Swingline
Loans and the Letters of Credit, for general corporate purposes and to finance
Permitted Acquisitions and Permitted Joint Ventures.


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


(a)   the facilities and properties owned, leased
or operated by any Group Member (the “Properties”) do not contain, and
to the knowledge of the Borrower, have not previously contained, any Hazardous
Substances in amounts or concentrations or under circumstances that constitute
or constituted a violation of, or could give rise to liability under, any
Environmental Law;



 48
 






 



(b)   no Group Member has received notice, actual
or threatened, of any violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the business
operated by any Group Member (the “Business”);


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


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


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


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


4.18.        Accuracy
of Information, etc.  No statement or
information, other than the projections described in Section 5.1(c) and pro
forma financial information, contained in this Agreement, any other Loan
Document, or any other document, certificate or statement furnished by or on
behalf of any Loan Party for use in connection with the transactions
contemplated by this Agreement or the other Loan Documents, taken as a whole,
contained as of the date such statement, information, document or certificate
was so furnished, any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements contained herein or therein
taken as a whole not misleading.  The
projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed
by management of the Borrower to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount.  There is no fact known to any Loan Party that
could reasonably be expected to have a Material Adverse Effect



 49
 






 



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


4.19.        Security
Documents.  (a)  The
Guarantee and Collateral Agreement is effective to create in favor of the
Administrative Agent, for the benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral described therein and
proceeds and products thereof.  In the
case of the Pledged Equity Interests described in the Guarantee and Collateral
Agreement, when certificates representing such Pledged Equity Interests and related
transfer powers are delivered to the Administrative Agent, and in the case of
the other Collateral described in the Guarantee and Collateral Agreement, when
financing statements and other filings specified on Schedule 4.19 in
appropriate form are filed in the offices specified on Schedule 4.19, to
the extent that a security interest therein can be perfected by the filing of a
financing statement, the Guarantee and Collateral Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the Obligations, in each case prior and superior in right to any
other Person (except, in the case of Collateral other than Pledged Equity Interests,
Liens permitted by Section 7.3).


(b)  Subject to the Reservations, each of the UK Debenture
and the UK Charge Over Shares is effective to create in favor of the
Administrative Agent, for the benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral described therein and
proceeds and products thereof.  In the
case of the Pledged Equity Interests described in each of the UK Debenture and
the UK Charge Over Shares, when certificates representing such Pledged Equity
Interests and related blank executed stock transfer forms are delivered to the
Administrative Agent, and in the case of the other Collateral described in each
of the UK Debenture and the UK Charge Over Shares, when the filings specified
on Schedule 4.19 in appropriate form are filed in the offices or registers
specified on Schedule 4.19 to the extent that a security interests therein
can be perfected by any such filing and all notices required to be served under
such Security Documents are duly served before any competing notice comes into
effect, each of the UK Debenture and the UK Charge Over Shares shall (subject
to the Reservations) constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Collateral and the proceeds thereof, as security for the Secured Obligations
(as defined in each of the UK Debenture and the UK Charge Over Shares), in each
case prior and superior in right to any other Person (except, in the case of
Collateral other than Pledged Equity Interests, Liens permitted under Section
7.3 and except in relation to the shares of Capital Stock of any Subsidiary
formed and existing under laws of England and Wales if and to the extent that
the pledge of such shares is prohibited pursuant to the applicable governing or
other joint venture documents as in effect as of the Closing Date).


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


4.21.        Senior
Indebtedness.  The Obligations
constitute senior indebtedness of the Borrower and each Subsidiary Guarantor.



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


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


4.23.        Double
Vision Film.


As of the Closing Date, Double Vision Film Limited
owns no material property or assets other than such property and assets as are
subject to (i) a Charge and Deed of Assignment dated 31 March 2003 and made
between Double Vision Film Limited and Columbia Tristar Home Entertainment
Inc.; (ii) a Security Deposit Agreement and Charge on Cash Deposit dated 29 May
2003 and made between Double Vision Film Limited and The Governor and Company
of the Bank of Scotland; and (iii) a Charge over Cash Deposit dated 29 March
2003 and made between Double Vision Film Limited and Sovereign Finance Plc.


SECTION 5.  CONDITIONS
PRECEDENT


5.1.          Conditions
to Initial Extension of Credit.  The
effectiveness of this agreement and the agreement of each Lender to make the
extension of credit requested to be made by it on the Closing Date is subject
to the satisfaction, prior to or concurrently with the making of such extension
of credit, of the following conditions precedent:


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



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Charge Over
Shares, executed and delivered by the Borrower and (vi) an Acknowledgment
and Consent in the form attached to the Guarantee and Collateral Agreement,
executed and delivered by each Issuer (as defined therein), if any, that is not
a Loan Party.


(b)   Pro Forma Balance Sheet; Financial
Statements.  The Lenders shall have
received the financial statements described in Section 4.1.


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


(d)   Indebtedness.  The Administrative Agent shall have received
evidence reasonably satisfactory to it that the Borrower and its Subsidiaries
have no outstanding Indebtedness, other than Indebtedness permitted under
Section 7.2(d) and Section 7.2(p).


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


(f)    Lien and Other Searches.  The Administrative Agent shall have received
the results of (i) a recent lien search in each of the jurisdictions designated
by the Administrative Agent, and such search shall reveal no liens on any of
the assets of the Loan Parties except for liens permitted by Section 7.3 or
discharged on or prior to the Closing Date pursuant to documentation
satisfactory to the Administrative Agent, (ii) in respect of each Group Member
incorporated in England and Wales, recent searches of such Person’s companies
file at the Companies Registry of England and Wales showing, amongst other
things, no appointment of (or the presentation of any petition in relation to
any appointment of) a receiver, liquidator or administrator and (iii) in respect of any real property located in
England and Wales, official priority searches in favor of the Administrative
Agent in relation to any registered titles giving a sufficient period of
priority (of at least 15 days following the Closing Date).


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


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



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


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


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


Each such legal opinion shall cover such other matters
incident to the transactions contemplated by this Agreement, and otherwise be
in such form and of such substance, as the Administrative Agent may reasonably
require.


(j)    Pledged Equity Interests; Transfer
Powers; Pledged Notes.  The
Administrative Agent shall have received (i) the certificates representing
the shares of Capital Stock pledged pursuant to the Security Documents,
together with an undated transfer power for each such certificate executed in
blank by a duly authorized officer of the pledgor thereof (or, in the case of
the Capital Stock pledged pursuant to the UK Debenture and the UK Charge Over
Shares, the equivalent thereof for each entity incorporated in England and
Wales), other than the share certificates representing all of the issued and
outstanding share capital of 19 Artist Tours Limited and Double Vision Film
Limited, and (ii) each Pledged Note pledged to the Administrative Agent
pursuant to the Security Documents endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof.


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


(l)    Solvency Certificate.  The Administrative Agent shall have received
and shall be reasonably satisfied with a solvency certificate of the chief
financial officer of the Borrower substantially in the form of Exhibit K, which
shall document the solvency of the Borrower and its Subsidiaries (on a
consolidated basis), after giving effect to the transactions contemplated
hereby.


(m)  No Default; Representations; Officer’s
Certificate.  No Default or Event of Default shall have
occurred and be continuing after giving effect to the extensions of credit (if
any) requested to be made on the Closing Date. 
Each of the representations and



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warranties made by any Loan
Party in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date as if made on and as of such
date.  The Administrative Agent shall
have received a certificate executed on behalf of the Borrower by a Responsible
Officer of the Borrower certifying (i) as to the accuracy of the representations
and warranties of the Borrower and the other Loan Parties in the Loan Documents
and (ii) that since December 31, 2005, no event has occurred, that alone
or in connection with other events, could reasonably be expected to have a
Material Adverse Effect.


(n)   Insurance.  The Administrative Agent shall be satisfied
with the insurance program to be maintained by the Borrower and its
Subsidiaries and shall have received insurance certificates reasonably
satisfactory to the Administrative Agent.


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


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


(q)   Share Register Extracts; Shareholder
Resolutions.  The Administrative
Agent shall have received (i) a certified extract of members of each Group
Member incorporated in England and Wales whose shares are subject to a security
interest granted or purported to be granted under the Security Documents (except
for Brilliant 19 Limited, Delirious Recordings Limited, Shy Records Limited and
19 International Sports Management Limited) and (ii) if required, shareholder
resolutions to amend the articles of association of any Group Member
incorporated in England and Wales to remove any restrictions on the
transferability of such Group Member’s shares upon the enforcement of the
security interests in respect thereof granted to the Administrative Agent (for
the benefit of the Secured Parties).


(r)    Miscellaneous.  The Administrative Agent shall have received
such other documents, agreements, certificates and information as it shall
reasonably request.


5.2.          Conditions
to Each Extension of Credit.  The
agreement of each Lender to make any extension of credit requested to be made
by it on any date (including its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:


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



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(b)   No Default.  No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the
extensions of credit requested to be made on such date.


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


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


SECTION 6.  AFFIRMATIVE
COVENANTS


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


6.1.          Financial
Statements.  Furnish to the
Administrative Agent and each Lender:


(a)   as soon as available, but in any event within
90 days after the end of each fiscal year of the Borrower, a copy of the
audited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such year and the related audited consolidated
statements of income and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, together with
calculations demonstrating that the Borrower is in compliance with the
financial covenants set forth in Section 7.1, reported on without a “going
concern” or like qualification or exception, or qualification arising out of
the scope of the audit, by Deloitte & Touche or other independent certified
public accountants of nationally recognized standing;


(b)   as soon as available, but in any event not
later than 45 days after the end of each of the first three quarterly periods
of each fiscal year of the Borrower, the unaudited consolidated balance sheet
of the Borrower and its consolidated Subsidiaries as at the end of such quarter
and the related unaudited consolidated statements of income and of cash flows
for such quarter and the portion of the fiscal year through the end of such
quarter, setting forth in each case in comparative form the figures for the
previous year, together with calculations demonstrating that the Borrower is in
compliance with the financial covenants set forth in Section 7.1, certified by
a Responsible Officer as being fairly stated in all material respects (subject
to normal year-end audit adjustments); and


(c)   as soon as available, but in any event not
later than 45 days after the end of each month occurring during each fiscal
year of the Borrower (other than the third, sixth, ninth and twelfth such
month), the unaudited consolidated balance sheets of the Borrower and its
Subsidiaries as at the end of such month and the related unaudited consolidated
statements of income and of cash flows for such month and the portion of the
fiscal year through the end of such month, setting forth in each case in
comparative form the figures



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for the
previous year, certified by a Responsible Officer as being fairly stated in all
material respects (subject to normal year-end audit adjustments).


All such financial statements shall be complete and
correct in all material respects and shall be prepared in reasonable detail and
in accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein and except for regular
year-end adjustments).


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


(a)   concurrently with the delivery of the
financial statements referred to in Section 6.1(a), a certificate of the
independent certified public accountants reporting on such financial statements
stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default with respect to the financial
covenants set forth in Section 7.1, except as specified in such certificate;


(b)   concurrently with the delivery of any
financial statements pursuant to Section 6.1, (i) a certificate of a
Responsible Officer stating that, to the best of such Responsible Officer’s
knowledge, each Loan Party during such period has observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in
this Agreement and the other Loan Documents to which it is a party to be
observed, performed or satisfied by it, and that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in
such certificate and (ii) in the case of quarterly or annual financial
statements, (x) a Compliance Certificate containing all information and
calculations necessary for determining compliance by each Loan Party with the
provisions of this Agreement referred to therein as of the last day of the
fiscal quarter or fiscal year of the Borrower, as the case may be, and, if
applicable, for determining the Applicable Margins and Commitment Fee Rate, and
(y) to the extent not previously disclosed to the Administrative Agent, a
description of any change in the jurisdiction of organization of any Loan Party
and a listing of any Intellectual Property acquired by any Loan Party since the
date of the most recent list delivered pursuant to this clause (y) (or, in
the case of the first such list so delivered, since the Closing Date);


(c)   as soon as available, and in any event no
later than 45 days after the end of each fiscal year of the Borrower, a
detailed consolidated budget for the fiscal year following such year then ended
(including a projected consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of each fiscal quarter of such following fiscal
year, the related consolidated statements of projected cash flow, projected
changes in financial position and projected income and a description of the
underlying assumptions applicable thereto), and, as soon as available,
significant revisions, if any, of such budget and projections with respect to such
fiscal year, prepared on a quarterly basis (collectively, the “Projections”),
which Projections shall in each case be accompanied by a certificate of a
Responsible Officer stating that such Projections are based on reasonable
estimates, information and assumptions and that such Responsible Officer has no
reason to believe that such Projections are incorrect or misleading in any
material respect;



 56
 






 



(d)   if the Borrower is not then a reporting
company under the Securities Exchange Act of 1934, as amended, within
45 days after the end of each fiscal quarter of the Borrower (or
90 days, in the case of the last fiscal quarter of any fiscal year), a
narrative discussion and analysis of the financial condition and results of
operations of the Borrower and its Subsidiaries for such fiscal quarter and for
the period from the beginning of the then current fiscal year to the end of
such fiscal quarter, as compared to the portion of the Projections covering
such periods and to the comparable periods of the previous year;


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


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


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


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


6.4.          Maintenance
of Existence; Compliance. 
(a)  (i)  Preserve, renew and keep in full force and
effect its organizational, company or corporate existence and (ii) take
all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 7.4 and except, in the case of
clause (ii) above, to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.


6.5.          Maintenance
of Property; Insurance. 
(a)  Keep all property useful and used in the ordinary course
of its business in good working order and condition, ordinary wear and tear
excepted, or replace or substitute such property as necessary, except where
failure to keep such property in good working order or replace such property
could not reasonably be expected to cause a Material Adverse Effect and
(b) maintain with financially sound and reputable insurance companies
insurance on all tangible property useful and used in the ordinary course of
its business in at least such amounts and against at least such risks (but
including in any event public liability and business interruption) as are
insured against as of the date hereof or as are



 57
 






 



otherwise required to be maintained under any material
contract or agreement or other requirement applicable to any Group Member, in
each case, except where the failure to maintain such insurance could not
reasonably be expected to cause a Material Adverse Effect.


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


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


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


(b)   any (i) default or event of default
under any Contractual Obligation of any Group Member or, to the knowledge of
the Borrower, Fremantle or (ii) litigation, investigation or proceeding
that may exist at any time between any Group Member or, to the knowledge of the
Borrower, Fremantle on the one hand, and any Governmental Authority on the
other hand, that in either case, if not cured or if adversely determined, as
the case may be, could reasonably be expected to have a Material Adverse
Effect;


(c)   any litigation or proceeding affecting any
Group Member (i) in which the amount involved is $1,000,000 or more and
not covered by insurance, (ii) in which injunctive or similar relief is
sought, which, if granted, could reasonably be expected to result in a Material
Adverse Effect or (iii) which relates to any Loan Document;


(d)   the following events, as soon as possible and
in any event within 30 days after the Borrower knows or has reason to know
thereof:  (i) the occurrence of any
Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of,
any Multiemployer Plan or (ii) the institution of proceedings or the
taking of any other action by the PBGC or the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal
from, or the termination, Reorganization or Insolvency of, any Plan, and, in



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each case in
clauses (i) and (ii) above, such event or condition, together with all other
events or conditions, if any, could reasonably be expected to result in any “accumulated
funding deficiency” (as defined in Section 302 of ERISA), a Lien in favor of
the PBGC or a Material Adverse Effect; and


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


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


6.8.          Intellectual
Property.


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


(b)  Notify the Administrative
Agent and the Lenders immediately if it knows that any application or
registration relating to any material Intellectual Property owned by, or to
their knowledge, licensed to, any Group Member may become forfeited, abandoned
or dedicated to the public, or of any adverse determination or development
(including, without limitation, the institution of, or any such determination
or development in, any proceeding in the United States Patent and Trademark
Office, the United States Copyright Office or any court or tribunal in any
country) regarding such Group Member’s or, to the Borrower’s knowledge,
Fremantle’s recorded interest or co-ownership of, or the validity of, any
material Intellectual Property or such Group Member’s or, to the Borrower’s
knowledge, Fremantle’s right to register the same or to own and maintain the
same, unless such forfeiture, abandonment or dedication or such adverse
determination or development could not reasonably be expected to cause a
Material Adverse Effect or constitute an Event of Default.


(c)  Promptly upon a Group Member’s
acquisition, exclusive license of, or creation of any invention, trademark,
copyrightable work or other Intellectual Property (or rights in any of the
foregoing) that can be registered, the value of which is material in the context
of the Group Members as a whole, apply for registration thereof or require an
agent to so apply with the United States Patent and Trademark Office, the
United States Copyright Office and the appropriate international office to
register such invention, trademark, copyrightable work or other Intellectual
Property or exclusive license thereof, as applicable, if such Group Member
shall deem that it is appropriate under the circumstances to effect, reflect or
protect such Intellectual Property in its reasonable discretion.  Whenever a Group Member, either by itself or
through any agent, employee, licensee or designee, shall file an application
for the registration of any material Intellectual Property or the recordation
of any exclusive license with the United States Patent and Trademark Office,
the United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Group Member shall report
such filing to the Administrative Agent within five Business Days after the
last day of the fiscal quarter in which such filing occurs.  If any portion of the Intellectual Property
owned or licensed



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


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


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


6.9.          Environmental
Laws.  (a)  Comply in all
material respects with, and use commercially reasonable efforts to cause all
tenants and subtenants, if any, to comply in all material respects with, all
applicable Environmental Laws and Environmental Permits, and obtain and comply
in all material respects with and maintain, and ensure that all tenants and
subtenants obtain and comply in all material respects with and maintain, any
and all material Environmental Permits.


(b)  Conduct and complete all investigations, studies,
sampling and testing, and all remedial, removal and other actions required
under Environmental Laws and promptly comply in all material respects with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws.


6.10.        Interest
Rate Hedging.  If and to the extent
that the Borrower obtains any New Term Loan Commitments in accordance with
Section 2.15 or incurs funded floating rate Indebtedness under Section 7.2(m)
or (n), and the aggregate amount of outstanding Indebtedness in respect thereof
equals or exceeds $100,000,000, within a period of time reasonably determined
by the Administrative Agent, enter into, and thereafter maintain, Hedging
Agreements to the



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


6.11.        Additional
Collateral, etc.  (a)  With
respect to any property acquired after the Closing Date by any Loan Party
(other than (x) any property described in paragraph (b), (c) or (d) below and
(y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to
which the Administrative Agent, for the benefit of the Secured Parties, does
not have a perfected Lien, and subject always to the ability to comply with
local laws, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Security Documents or such other documents as the
Administrative Agent deems necessary or advisable to grant to the Administrative
Agent, for the benefit of the Secured Parties, a security interest in such
property and (ii) take all actions necessary or advisable to grant to the
Administrative Agent, for the benefit of the Secured Parties, a perfected first
priority security interest in such property (subject to Liens on assets other than
Capital Stock permitted under Section 7.3 and as otherwise permitted to not be
so granted according to the terms of the Collateral Documents),
including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Security Documents or by law or as may
be requested by the Administrative Agent and the delivery of certificates and
transfer powers in respect of any newly formed or acquired Subsidiary (or, in
any such case, the equivalent thereof required in any other jurisdiction).


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


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



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


(d)  With respect to any new Excluded Foreign Subsidiary
created or acquired after the Closing Date by any Loan Party, promptly (i)
execute and deliver to the Administrative Agent such amendments to the
Guarantee and Collateral Agreement (or such other Security Documents) as the
Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Secured Parties, a perfected first
priority security interest in the Capital Stock of such new Subsidiary that is
owned by any such Loan Party (provided that in no event shall more than 65% of
the total outstanding voting Capital Stock of any such new Excluded Foreign
Subsidiary be required to be so pledged), (ii) deliver to the Administrative
Agent the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of
the relevant Loan Party, as the case may be, and take such other action as may
be necessary or, in the opinion of the Administrative Agent, desirable to
perfect the Administrative Agent’s security interest therein, and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent
legal opinions relating to the matters described above, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.


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



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6.12.        Further
Assurances.  Subject always to the
ability to comply with local laws (including as to financial assistance), from
time to time execute and deliver, or cause to be executed and delivered, such
additional instruments, certificates or documents, and take all such actions,
as the Administrative Agent may reasonably request for the purposes of
implementing or effectuating the provisions of this Agreement and the other
Loan Documents, or of more fully perfecting or renewing the rights or priority of
the Administrative Agent and the Secured Parties with respect to the Collateral
(or with respect to any additions thereto or replacements or proceeds thereof
or with  respect to any other property or
assets hereafter acquired by the borrower or any Subsidiary which may be deemed
to be part of the Collateral) pursuant hereto or thereto (provided that, in
relation to the shares of Capital Stock of any Subsidiary formed and existing
under laws of England and Wales, the UK Subsidiary Guarantors shall not be required
to perfect the security interest in such shares of Capital Stock if and to the
extent that such action is prohibited pursuant to the applicable governing or
other joint venture documents as in effect as of the Closing Date).  Upon the exercise by the Administrative Agent
or any Secured Party of any power, right, privilege or remedy pursuant to this
Agreement or the other Loan Documents which requires any consent, approval,
recording qualification or authorization of any Governmental Authority, the Borrower
will execute and deliver, or will cause the execution and delivery of, all
applications, certifications, instruments and other documents and papers that
the Administrative Agent or such Lenders may be required to obtain from the
Borrower or any of its Subsidiaries for such governmental consent, approval,
recording, qualification or authorization.


6.13.        Use
of Proceeds.  Use the proceeds of the
Loans only for the purposes described in Section 4.16.


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


6.15.        UK
Financial Assistance.  The Borrower
will ensure that all payments among the Borrower and any of its applicable
Subsidiaries (or any of them) have been and will be made in compliance with
applicable local laws or regulations concerning financial assistance by a
company for the acquisition of or subscription for its own shares or concerning
the protection of shareholders’ capital.



 63
 






 



SECTION
7.  NEGATIVE COVENANTS


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


7.1.  Financial
Condition Covenants.  (a)  Consolidated
Leverage Ratio.  Permit the
Consolidated Leverage Ratio for any period of four consecutive fiscal quarters
of the Borrower to exceed the ratio of 4.5:1.0.


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


	
  

  Fiscal Quarter

  	
  Consolidated
  Interest

  Coverage Ratio

  
	
  Closing Date through Fiscal Quarter ending

  9/30/2007

  	
  2.0:1.0

  
	
  Fiscal Quarter ending 12/31/2007 through

  Fiscal Quarter ending 6/30/2009

  	
  2.5:1.0

  
	
  Fiscal Quarter ending 9/30/2009 and thereafter

  	
  3.0:1.0

  



 


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


(a)   Indebtedness of any Loan Party pursuant to
any Loan Document;


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


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



 64
 






 



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


(d)   Indebtedness outstanding on the date hereof
and listed on Schedule 7.2(d) and any refinancings, refundings, renewals
or extensions thereof (without (i) shortening the maturity or weighted average
life thereof or (ii) increasing the principal amount thereof, other than to pay
any customary fees and premiums required to be paid under the terms of the
instrument governing such Indebtedness and to pay reasonable expenses incurred
in connection with such refinancing, refunding, renewal or extension);


(e)   Indebtedness arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds, so long as such Indebtedness is
extinguished within five Business Days of incurrence;


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


(g)   Hedge Agreements permitted under Section
7.12;


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


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


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


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


(l)    Acquired Indebtedness in an aggregate amount
not to exceed $5,000,000;


(m)  Indebtedness of the Borrower or any Subsidiary
Guarantor, secured on a second priority basis by the Collateral, in an
aggregate amount not to exceed $375,000,000 at any one time outstanding, when
taken together with any Indebtedness



 65
 






 



and undrawn
Commitments outstanding pursuant to clause (a) of this Section 7.2, provided
that (i) any entity providing any guarantee or other credit support in respect
of any obligations incurred under this clause (m) shall also be a Subsidiary
Guarantor hereunder and (ii) the lenders in respect of such Indebtedness shall
have entered into an intercreditor agreement on terms and conditions reasonably
satisfactory to the Required Lenders;


(n)   Subordinated Debt of the Borrower (and not of
any of its Subsidiaries) in an aggregate amount not to exceed $500,000,000 at
any one time outstanding and Guarantee Obligations of any Subsidiary Guarantor
in respect of such Subordinated Debt, provided that such Guarantee Obligations
are subordinated to the Obligations (and any guarantee thereof) on the same
terms as such Subordinated Debt;


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


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


7.3.  Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, whether now owned or hereafter acquired, except
for:


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


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


(c)   pledges or deposits in connection with
workers’ compensation, unemployment insurance and other social security
legislation;


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


(e)   easements, rights-of-way, restrictions and
other similar encumbrances incurred in the ordinary course of business that, in
the aggregate, are not substantial in amount and that do not in any case
materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the Borrower or any of
its Subsidiaries;



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(f)    Liens in existence on the date hereof listed
on Schedule 7.3(f), securing Indebtedness permitted by
Section 7.2(d), provided that no such Lien is spread to cover any
additional property after the Closing Date and that the amount of Indebtedness
secured thereby is not increased;


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


(h)   Liens created pursuant to the Security
Documents;


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


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


(k)   Liens securing reimbursement obligations with
respect to commercial letters of credit which encumber documents and other
property relating to such letters of credit and products and proceeds thereof;


(l)    leases, subleases, non-exclusive licenses
and non-exclusive sublicenses granted by the Borrower and its Subsidiaries to
others on arm’s-length terms that do not materially interfere with the ordinary
course of business of the Borrower or any of its Subsidiaries;


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


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


(o)   Liens by way of rent deposit created in favor
of commercial landlords, provided that the amount of Indebtedness secured
thereby does not in the aggregate exceed $1,000,000 or its equivalent in other
currencies;


(p)   Liens securing Indebtedness of the Borrower
pursuant to Section 7.2(l) or (m);


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



 67
 






 



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


(r)    Liens securing Non-Recourse Indebtedness
permitted under Section 7.2(o), provided that such Liens shall
extend only to the assets of (and Capital Stock or other ownership interests
in) the applicable Permitted Joint Venture that is the borrower of such
Non-Recourse Indebtedness.


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


(a)   (i) any Subsidiary Guarantor may be merged or
consolidated with or into the Borrower or any other Subsidiary Guarantor (provided
that if such merger or consolidation involves the Borrower, the Borrower shall
be the continuing or surviving entity), (ii) any Subsidiary of the Borrower
that is not a Subsidiary Guarantor may be merged with or consolidated into the
Borrower or any Subsidiary Guarantor (provided that the Borrower or the
applicable Subsidiary Guarantor shall be the continuing or surviving
corporation) and (iii) any Subsidiary of the Borrower that is not a Subsidiary
Guarantor may be merged with or consolidated into any other Subsidiary of the
Borrower that is not a Subsidiary Guarantor; and


(b)   any Subsidiary of the Borrower may Dispose of
any or all of its assets (upon voluntary liquidation or otherwise) to the
Borrower or any Subsidiary Guarantor (provided if the relevant asset was the subject of a
Lien pursuant to any Security Document, the Borrower or the applicable
Subsidiary Guarantor shall grant security to a similar extent and of a comparable
quality over such asset in favor of the Administrative Agent, for the benefit
of the Secured Parties (such security to be in form and substance satisfactory
to the Administrative Agent));


(c)   in connection with a Permitted Acquisition or Permitted Joint
Venture, any Person that is the subject of such Permitted Acquisition or
Permitted Joint Venture (other than any Permitted Joint Venture that has
obligations owing in respect of any Non-Recourse Indebtedness) may be merged or
consolidated with or into the Borrower or any Subsidiary Guarantor (provided
that the Borrower or the applicable Subsidiary Guarantor shall be the
continuing or surviving corporation); and


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


7.5.  Disposition
of Property.  Dispose of any of its
property, whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any
Person, except:


(a)   the Disposition of obsolete or worn out
property in the ordinary course of business;



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


(c)   Dispositions permitted by
Section 7.4(b);


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


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


(f)    the disposition of cash not otherwise
prohibited by this Agreement; and


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


7.6.  Restricted
Payments.  Declare or pay any
dividend (other than dividends payable solely in common stock of the Person
making such dividend) on, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any Capital Stock of any Group
Member, whether now or hereafter outstanding, or make any other distribution in
respect thereof, either directly or indirectly, whether in cash or property or
in obligations of the Borrower or any Subsidiary (collectively, “Restricted
Payments”), except that:


(a)   (i) any Subsidiary may make Restricted
Payments to the Borrower or any Subsidiary Guarantor and (ii) any Subsidiary may make Restricted Payments
in a proportionate manner to the Borrower (or a Subsidiary Guarantor, as
applicable) and the other holders of such Subsidiary’s Capital Stock in respect
of such holders’ proportionate ownership of such Subsidiary;


(b)   so long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom, the Borrower
may purchase its common stock or common stock options from present or former
officers or employees of any Group Member upon the death, disability or
termination of employment of such officer or employee, provided, that
the aggregate amount of payments under this clause (b) after the date hereof
shall not exceed $2,500,000;


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



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to the
applicable Elvis Operating Company Charter Documents, as in effect on the
Closing Date;


(d)   purchases by any Group Member of the Capital
Stock of any Group Member or Permitted Joint Venture from any Person that is
not a Group Member or Permitted Joint Venture in an aggregate amount not to
exceed $30,000,000 from and after the Closing Date (provided that (i)
the Borrower shall be in compliance with the financial covenants set forth in
Section 7.1 on a pro forma basis after giving effect to any such purchase (as
certified by a Responsible Officer of the Borrower), (ii) the amount paid by
the Borrower and its Subsidiaries in respect of any “put” or similar obligation
arising in connection with any individual Permitted Acquisition or Permitted
Joint Venture shall not exceed 30% of the aggregate consideration paid by the
Borrower and its Subsidiaries for such Permitted Acquisition or Permitted Joint
Venture (as certified by a Responsible Officer of the Borrower), (iii) the
amount paid by the Borrower and its Subsidiaries in connection with the
exercise of any “call” or similar right by any of them (other than any such
exercise by the Borrower of its “call” rights to purchase its Capital Stock
from Simon Fuller pursuant to that certain Lock-in and Put and Call Option Deed
dated as of March 17, 2005, as in effect on the Closing Date) shall not exceed
$15,000,000 in the aggregate and (iv) the dollar caps specified above shall be
reduced by the dollar amount of any Investments made pursuant to Section
7.8(k));


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


(f)    the GOAT Operating Company may pay dividends
to the Muhammad Ali Family Trust pursuant to the GOAT Operating Agreement, as
in effect on the Closing Date;


(g)   repurchases by the Borrower of all or a
portion of its Capital Stock from Simon Fuller as and to the extent required as
a result of the exercise by Simon Fuller of his rights under that certain
Lock-in and Put and Call Option Deed dated as of March 17, 2005, as in effect
on the Closing Date; and


(h)   Investments permitted under Section 7.8(l) or
Section 7.8(m), in either case, to the extent that such Investments would
constitute Restricted Payments.


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



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year as provided above (without regard to
this proviso) and, second, in respect of amounts carried over from the prior
fiscal year pursuant to clause (i) above), and (b) Capital Expenditures
consisting of Permitted Acquisitions and Permitted Joint Ventures otherwise
permitted under Section 7.8.


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


(a)   extensions of trade credit in the ordinary
course of business;


(b)   Investments in cash and Cash Equivalents;


(c)   Guarantee Obligations permitted by
Section 7.2;


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


(e)   intercompany Investments by (i) the Borrower in any Subsidiary
Guarantor or any Subsidiary of the Borrower that concurrently with such
Investment becomes a Subsidiary Guarantor (provided that, in each case,
such Investments that consist of intercompany Indebtedness shall be
subordinated to the Obligations in accordance with the Subordination Provisions
and any notes issued in respect thereof have been pledged to the Administrative
Agent, for the benefit of the Secured Parties), (ii) any Subsidiary Guarantor
in the Borrower or any other Subsidiary Guarantor or any Subsidiary of the
Borrower that concurrently with such Investment becomes a Subsidiary Guarantor
(provided that, in each case, such Investments that consist of
intercompany Indebtedness shall be subordinated to the Obligations in
accordance with the Subordination Provisions and any notes issued in respect
thereof have been pledged to the Administrative Agent, for the benefit of the
Secured Parties); (iii) any Subsidiary that is not a Subsidiary Guarantor in
the Borrower or any Subsidiary Guarantor or any Subsidiary of the Borrower that
concurrently with such Investment becomes a Subsidiary Guarantor consisting of
intercompany Indebtedness (provided that, in each case, such
Indebtedness shall be subordinated to the Obligations in accordance with the
Subordination Provisions), or (iv) any Subsidiary that is not a Subsidiary
Guarantor in any other Subsidiary that is not a Subsidiary Guarantor (provided
that, in each case, such Investments that consist of intercompany Indebtedness
shall be subordinated to the Obligations in accordance with the Subordination
Provisions and any notes issued in respect thereof have been pledged to the
Administrative Agent, for the benefit of the Secured Parties);


(f)    intercompany Investments by the Borrower or
any of its Subsidiaries in any Person (provided that such Investments that
consist of intercompany Indebtedness shall be subordinated to the Obligations
in accordance with the Subordination Provisions and



 71
 






 



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


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


(h)   Investments under Hedge Agreements entered
into in the ordinary course of a Group Member’s business and not for
speculative purposes and otherwise in compliance with this Agreement;


(i)    Investments in securities of trade
creditors, licensors, licensees or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers or in good faith settlement of delinquent
obligations of such trade creditors or customers;


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


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



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Permitted
Acquisition or Permitted Joint Venture (as certified by a Responsible Officer
of the Borrower), (iii) the amount paid by the Borrower and its Subsidiaries in
connection with the exercise of any “call” or similar right by any of them
shall not exceed $15,000,000 in the aggregate and (iv) the dollar caps
specified above shall be reduced by the dollar amount of any Restricted
Payments made pursuant to Section 7.6(d));


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


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


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


7.10.        Transactions
with Affiliates.  Enter into any
transaction, including any purchase, sale, lease or exchange of property, the
rendering of any service or the payment of any management, advisory or similar
fees, with any Affiliate (other than the Borrower or any Subsidiary Guarantor)
unless such transaction is (a) otherwise permitted under this Agreement,
(b) set forth on Schedule 7.10, or (c) upon fair and reasonable terms
no less favorable to the relevant Group Member, than it would obtain in a
comparable arm’s length transaction with a Person that is not an Affiliate.



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7.11.        Sales
and Leasebacks


7.12.        Hedge
Agreements.  Enter into any Hedge
Agreement, except (a) Hedge Agreements entered into to hedge or mitigate
risks to which the Borrower or any Subsidiary has actual exposure (other than
those in respect of Capital Stock) and (b) Hedge Agreements entered into
in order to effectively cap, collar or exchange interest rates (from fixed to
floating rates, from one floating rate to another floating rate or otherwise)
with respect to any interest-bearing liability or investment of the Borrower or
any Subsidiary.


7.13.        Changes
in Fiscal Periods.  Permit the fiscal
year of the Borrower to end on a day other than December 31 or change the
Borrower’s method of determining fiscal quarters.


7.14.        Negative
Pledge Clauses.  Enter into or suffer
to exist or become effective any agreement that prohibits or limits or imposes
any condition upon the ability of any Group Member (other than any Group Member
that is not required to become a Subsidiary Guarantor as provided in the
definition thereof) to create, incur, assume or suffer to exist any Lien upon
any of its property or revenues, whether now owned or hereafter acquired, to
secure its obligations under the Loan Documents or any refinancing thereof,
other than any agreements governing any purchase money Liens or Capital Lease
Obligations otherwise permitted hereby (in which case, any prohibition shall
only be effective against the assets financed thereby), except agreements by a
Permitted Joint Venture to limit Liens on its assets under the terms of any
Non-Recourse Indebtedness of such Permitted Joint Venture.


7.15.        Clauses
Restricting Subsidiary Distributions. 
Enter into or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Subsidiary of the Borrower to
(a) make Restricted Payments in respect of any Capital Stock of such
Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any
Subsidiary Guarantor, (b) make loans or advances to, or other Investments
in, the Borrower or any Subsidiary Guarantor or (c) transfer any of its
assets to the Borrower or any Subsidiary Guarantor, except for such
encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the
Loan Documents, (ii) applicable law or any rule, regulation or order,
(iii) customary non-assignment provisions or restrictions on cash or other
deposits contained in any contract or any lease governing a leasehold interest
of any Group Member, (iv) restrictions on the transfer of assets subject
to any Lien permitted under this Agreement imposed by the holder of such Lien,
(v) restrictions imposed by any agreement to sell assets or Capital Stock
permitted under this Agreement to any Person pending the closing of such sale, (vi) customary provisions in joint venture agreements and other similar
agreements entered into by the Borrower or one of its Subsidiaries and any
Person (other than the Borrower or any Affiliate of the Borrower), in each
case, relating solely to the respective joint venture or similar entity or the
equity interests therein and entered into in the ordinary course of business, (vii)
purchase money obligations (including any capitalized lease obligations)
relating to property acquired in the ordinary course of business, (viii)
restrictions imposed under the Elvis Operating Company Charter Documents, as in
effect



 74
 






 



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


7.16.        Lines
of Business.  Enter into any
business, either directly or through any Subsidiary, except for those
businesses in which the Borrower and its Subsidiaries are engaged on the date
of this Agreement, that are described in clause (b) of the definition of “Permitted
Acquisition” and “Permitted Joint Venture” or that are reasonably related
thereto.


7.17.        Certain
Amendments.  Amend, supplement or
otherwise modify (pursuant to a waiver or otherwise) the terms and conditions
of (a) any Group Member’s organizational or constitutional documents or (b) any
material agreement (including without limitation the Fuller Employment
Agreement and the Fuller Non-Compete Agreement), in each case, except for any
such amendment, supplement or modification that could not reasonably be
expected to have a Material Adverse Effect or (in the case of any Group Member’s
organizational or constitutional documents) that would impose any restrictions
on the transferability of such Group Member’s shares upon the enforcement of
the security interests in respect thereof granted to the Administrative Agent
(in its capacity as such).


7.18.        Accounting
Changes.  Permit, or cause any of its
Subsidiaries to make or permit, any material change in its accounting policies
or reporting practices, except as may be required by or permitted under GAAP.


7.19.        Intellectual
Property.


(a)  Knowingly perform any act or
knowingly instruct or authorize its licensees to perform any act whereby any
material Intellectual Property may become forfeited, abandoned or dedicated to
the public.


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


7.20.        Hazardous
Substances.  Knowingly permit, or
cause any of its Subsidiaries to knowingly permit, any Hazardous Substances to
be brought on to or located on any of the Properties, except in compliance in
all material respects with, and in a manner not reasonably likely to lead to
any liability pursuant to, all applicable Environmental Laws only in such
quantities and types as reasonably needed to conduct the Business.  If any such Hazardous Substance is brought
onto any Property by any Group Member or found located thereon due to the
actions of any Group Member in violation of this Section, the Borrower shall
diligently undertake all removal, remedial and other response actions required
under applicable Environmental Laws. 
EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT ALL MATERIALS OF ENVIRONMENTAL
CONCERN HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THE
SOLE RESPONSIBILITY OF SUCH LOAN PARTY AND ITS SUBSIDIARIES.  EACH LOAN PARTY FURTHER ACKNOWLEDGES THAT
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER IS AN ENVIRONMENTAL CONSULTANT,
ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER.  NO ACT (OR DECISION NOT TO ACT) OF THE
ADMINISTRATIVE AGENT OR ANY LENDER RELATED TO THIS AGREEMENT



 75
 






 



OR ANY LOAN DOCUMENT SHALL GIVE RISE TO ANY OBLIGATION OR LIABILITY ON
THE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TO
ENVIRONMENTAL MATTERS OR PURSUANT TO ENVIRONMENTAL LAWS.  IN NO EVENT SHALL ANY INFORMATION OBTAINED
FROM THE ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR RESPECTIVE EMPLOYEES,
REPRESENTATIVES OR AGENTS PURSUANT TO THIS AGREEMENT OR ANY LOAN DOCUMENT
CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTIES OR THE BUSINESS OF ANY
LOAN PARTY OR ANY SUBSIDIARY OF ANY LOAN PARTY BE CONSIDERED BY ANY LOAN PARTY
OR ANY SUBSIDIARY OF ANY LOAN PARTY (OR ANY OTHER RECIPIENT OF SUCH
INFORMATION) AS CONSTITUTING LEGAL OR ENVIRONMENTAL CONSULTING, ENGINEERING,
INVESTIGATING OR INSPECTING ADVICE, AND NEITHER ANY LOAN PARTY NOR ANY
SUBSIDIARY OF ANY LOAN PARTY (NOR ANY OTHER RECIPIENT OF SUCH INFORMATION)
SHALL RELY ON SAID INFORMATION.  THE
RESPONSIBILITY FOR COMPLIANCE WITH ENVIRONMENTAL LAWS WITH RESPECT TO THE
PROPERTIES OR BUSINESS RESTS SOLELY WITH EACH LOAN PARTY AND ITS
SUBSIDIARIES.  NOTHING IN THIS SECTION
7.20 SHALL LIMIT ANY RIGHTS THAT ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES MAY HAVE TO SEEK CONTRIBUTION OR ALLOCATE RESPONSIBILITY PURSUANT
TO ENVIRONMENTAL LAW FROM ANY THIRD PARTY (OTHER THAN ANY SECURED PARTY).


SECTION 8.  EVENTS
OF DEFAULT


If any of the following events shall occur and be
continuing:


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


(b)   any representation or warranty made or deemed
made by any Loan Party herein or in any other Loan Document or that is
contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Loan Document shall prove to have been inaccurate in any material
respect on or as of the date made or deemed made; or


(c)   (i)  any Loan Party shall default
in the observance or performance of any agreement contained in Sections
6.4(a)(i), 6.7(a), 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.8, 7.9, 7.10, 7.11, 7.13,
7.14, 7.15, 7.16, 7.17, 7.18 or 7.19 of this Agreement or Section 5.4 or
5.7(b) of the Guarantee and Collateral Agreement, or Clauses 4.3(b), 9.1, or
19.1 through 19.3 of the UK Debenture or Clauses 7.1(i) or 8.1 of the UK Charge
Over Shares or (ii) an “Event of Default” under and as defined in any
Mortgage shall have occurred and be continuing; or


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



 76
 






 



provided in
paragraphs (a) through (c) of this Section), and such default shall
continue unremedied for a period of 30 days after notice to the Borrower
from the Administrative Agent or the Required Lenders; or


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


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



 77
 






 



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


(g)   (i)  any Person shall engage in any
“prohibited transaction” (as defined in Section 406 of ERISA or
Section 4975 of the Code) involving any Plan, (ii) any “accumulated
funding deficiency” (as defined in Section 302 of ERISA), whether or not
waived, shall exist with respect to any Plan or any Lien in favor of the PBGC
or a Plan shall arise on the assets of any Group Member or any Commonly
Controlled Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is,
in the reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA,
(v) any Group Member or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Lenders is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or
exist with respect to a Plan; and in each case in clauses (i) and (iii)
through (vi) above, such event or condition, together with all other such
events or conditions, if any, could reasonably be expected to have a Material
Adverse Effect; or


(h)   one or more judgments or decrees shall be
entered against any Group Member involving in the aggregate a liability (not
paid or fully covered by insurance as to which the relevant insurance company
has acknowledged coverage) of $1,000,000 or more, and all such judgments or
decrees shall not have been vacated, discharged, stayed or bonded pending
appeal within 60 days from the entry thereof; or


(i)    any of the Loan Documents shall cease, for
any reason other than as set forth in Section 10.14, to be in full force and
effect, or any Group Member or any Affiliate of any Group Member shall so
assert, or any Lien created by any of the Security Documents covering
Collateral having a fair market value in excess of $1,000,000 shall cease to be
enforceable and of the same effect and priority purported to be created
thereby; or


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


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



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


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


(m)  Fremantle shall breach any Contractual
Obligation owed to any Group Member and fail to cure such breach for a period
of 60 days where such breach could reasonably be expected to have a Material
Adverse Effect;


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



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


SECTION 9.  THE
AGENTS


9.1.  Appointment.  Each Lender (and, if applicable, each other
Secured Party) hereby irrevocably designates and appoints each Agent as the
agent of such Lender (and, if applicable, each other Secured Party) under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes such Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to such
Agent by the terms of this Agreement and the other Loan Documents, together
with such other powers as are reasonably incidental thereto.   Notwithstanding any provision to the
contrary elsewhere in this Agreement, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender or other Secured Party, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against any
Agent.


9.2.  Delegation
of Duties.  Each Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice
of counsel concerning all matters pertaining to such duties.  No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by
it with reasonable care.


9.3.  Exculpatory
Provisions.  Neither any Agent nor any
of their respective officers, directors, employees, agents, attorneys-in-fact
or affiliates shall be (i) liable for any action lawfully taken or omitted
to be taken by it or such Person under or in connection with this Agreement or
any other Loan Document (except to the extent that any of the foregoing are
found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from its or such Person’s own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the
Lenders or any other Secured Party for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or any Specified Hedge
Agreement or in any certificate, report, statement or other document referred
to or provided for in, or received by the Agents under or in connection with,
this Agreement or any other Loan Document or any Specified Hedge Agreement or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document or any Specified Hedge
Agreement or for any failure of any Loan Party a party thereto to perform its
obligations hereunder or thereunder.  The
Agents shall not be under any obligation to any Lender to ascertain or to
inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Loan Document or any
Specified Hedge Agreement, or to inspect the properties, books or records of
any Loan Party.



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9.4.  Reliance
by Agents.  Each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any instrument,
writing, resolution, notice, consent, certificate, affidavit, letter, telecopy,
telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including counsel to the Borrower), independent accountants and other experts
selected by such Agent.  The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent.  Each Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action.  The Agents shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Loans and all other Secured Parties.


9.5.  Notice
of Default.  No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a “notice of default”.  In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Lenders. 
The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Secured
Parties.


9.6.          Non-Reliance
on Agents and Other Lenders.  Each Lender
(and each other Secured Party) expressly acknowledges that neither the Agents
nor any of their respective officers, directors, employees, agents, attorneys-in-fact
or affiliates have made any representations or warranties to it and that no act
by any Agent hereafter taken, including any review of the affairs of a Loan
Party or any affiliate of a Loan Party, shall be deemed to constitute any
representation or warranty by any Agent to any Lender or any other Secured
Party.  Each Lender (and each other Secured
Party) represents to the Agents that it has, independently and without reliance
upon any Agent or any other Lender or any other Secured Party, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and
their affiliates and made its own decision to make its Loans hereunder and
enter into this Agreement or any Specified Hedge Agreement.  Each Lender (and each other Secured Party)
also represents that it will, independently and without reliance upon any Agent
or any other Lender or any other Secured Party, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own



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


9.7.          Indemnification.  The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever that may at any
time (whether before or after the payment of the Loans) be imposed on, incurred
by or asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents, any Specified
Hedge Agreement or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent’s gross negligence or willful misconduct.  The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder.


9.8.          Agent
in Its Individual Capacity.  Each
Agent and its affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Loan Party as though such Agent were
not an Agent.  With respect to its Loans
made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, each Agent shall have the same rights and powers under
this Agreement and the other Loan Documents as any Lender and may exercise the
same as though it were not an Agent, and the terms “Lender”, “Lenders”, “Secured
Party” and “Secured Parties” shall include each Agent in its individual capacity.


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



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whereupon such successor
agent shall succeed to the rights, powers and duties of the Administrative
Agent, and the term “Administrative Agent” shall mean such successor agent
effective upon such appointment and approval, and the former Administrative
Agent’s rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of
the Loans.  If no successor agent has
accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above.  Either Syndication Agent may, at any time, by
notice to the Lenders and the Administrative Agent, resign as Syndication Agent
hereunder, whereupon the duties, rights, obligations and responsibilities of
the resigning Syndication Agent hereunder shall automatically be assumed by,
and inure to the benefit of, the Administrative Agent, without any further act
by the resigning Syndication Agent, the Administrative Agent or any
Lender.  Either Documentation Agent may, at
any time, by notice to the Lenders and the Administrative Agent, resign as
Documentation Agent hereunder, whereupon the duties, rights, obligations and
responsibilities of the resigning Documentation Agent hereunder shall
automatically be assumed by, and inure to the benefit of, the Administrative
Agent, without any further act by the resigning Documentation Agent, the
Administrative Agent or any Lender. 
After any retiring Administrative Agent’s resignation as Administrative
Agent, the provisions of this Section 9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement and the other Loan Documents.


9.10.        Agents
Generally.  Except as expressly set
forth herein, no Agent shall have any duties or responsibilities hereunder in
its capacity as such.


9.11.        The
Lead Arranger.  The Lead Arranger, in
its capacity as such, shall have no duties or responsibilities, and shall incur
no liability, under this Agreement and other Loan Documents.


9.12.        Withholding Tax.  To
the extent required by any applicable law, the Administrative Agent may
withhold from any interest payment to any Lender an amount equivalent to any
applicable withholding tax.  If any
Governmental Authority asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
because the appropriate form was not delivered or was not properly executed or
because such Lender failed to notify the Administrative Agent of a change in
circumstance which rendered the exemption from, or reduction of, withholding
tax ineffective or for any other reason, such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax or otherwise, including any penalties or interest
and together with all expenses (including legal expenses, allocated internal
costs and out-of-pocket expenses) incurred.


SECTION 10.  MISCELLANEOUS


10.1.        Amendments
and Waivers.  Except as otherwise
provided below and in Section 2.15, neither this Agreement, any other Loan
Document, nor any terms hereof or thereof



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may be amended,
supplemented or modified except in accordance with the provisions of this
Section.  The Required Lenders and each Loan
Party party to the relevant Loan Document may, or, with the written consent of
the Required Lenders, the Administrative Agent and each Loan Party party to the
relevant Loan Document may, from time to time, (a) enter into written
amendments, supplements or modifications hereto and to the other Loan Documents
for the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Loan
Parties hereunder or thereunder or (b) waive, on such terms and conditions as
the Required Lenders or the Administrative Agent, as the case may be, may
specify in such instrument, any of the requirements of this Agreement or the
other Loan Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or
modification shall (i) forgive the principal amount or extend the final
scheduled date of maturity of any Loan, reduce the stated rate of any interest
or fee payable hereunder (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates, which waiver
shall be effective with the consent of the Required Lenders and (y) that
any amendment or modification of defined terms used in the financial covenants
in this Agreement shall not constitute a reduction in the rate of interest or
fees for purposes of this clause (i)) or extend the scheduled date of any
payment thereof, or increase the amount or extend the expiration date of any Lender’s
Revolving Commitment, in each case without the written consent of each Lender
directly affected thereby; (ii) eliminate or reduce the voting rights of
any Lender under this Section without the written consent of such Lender;
(iii) reduce any percentage specified in the definition of Required
Lenders, consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents or,
except as set forth in Section 10.14 or in the Guarantee and Collateral
Agreement, release all or substantially all of the Collateral or release any
Subsidiary Guarantor from its obligations under the Guarantee and Collateral
Agreement, in each case without the written consent of all Lenders;
(iv) effect modifications to Section 10.6 that further restrict
assignments by Lenders thereunder without the written consent of each Lender
affected thereby; (v) reduce the percentage specified in the definition of
Required Lenders without the written consent of all Lenders; (vi) amend,
modify or waive any provision of Section 9 without the written consent of
each Agent adversely affected thereby; (vii) amend, modify or waive any
provision of Section 2.3 or 2.4 without the written consent of the
Swingline Lender; (viii) amend, modify or waive any provision of
Sections 2.7 to 2.14 without the written consent of the Issuing Lender, or
(ix) amend, modify or waive any Loan Document so as to alter the ratable
treatment of the Borrower Hedge Agreement Obligations (as defined in the
Guarantee and Collateral Agreement) and the Borrower Credit Agreement
Obligations in a manner adverse to any Qualified Counterparty with Obligations
then outstanding without the written consent of any such Qualified
Counterparty.  Any such waiver and any
such amendment, supplement or modification shall apply equally to each of the
Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and
all future holders of the Loans.  In the
case of any waiver, the Loan Parties, the Lenders and the Agents shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.


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



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expressly provided
herein, shall be deemed to have been duly given or made when delivered, or
three Business Days after being deposited in the mail, postage prepaid, or, in
the case of telecopy notice, when received, addressed as follows in the case of
the Borrower and the Agents, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders,
or to such other address as may be hereafter notified by the respective parties
hereto:


	
  The Borrower:

  	
  CKX, Inc.

  650 Madison Avenue, 16th Floor

  New York, New York 10022

  Attention: General Counsel

  Telecopy: (212) 753-3188

  Telephone: (212) 407-9101

  
	
   

  	
   

  
	
  with a copy to:

  	
  Paul, Hastings, Janofsky & Walker LLP

  75 East 55th Street

  New York, New York 10022

  Attention: William Schwitter, Esq.

  Telecopy: (212) 230-7834

  Telephone: (212) 318-6400

  
	
   

  	
   

  
	
  The Administrative Agent:

  	
  Bear Stearns Corporate Lending Inc.

  383 Madison Avenue

  New York, New York 10179

  Attention: Kevin Cullen

  Telecopy: (212) 272-9184

  Telephone: (212) 272-5724

  
	
   

  	
   

  
	
  with a copy to:

  	
  Latham & Watkins LLP

  885 Third Avenue, Suite 1000

  New York, New York 10022

  Attention: Michèle Penzer, Esq.

  Telecopy: (212) 751-4864

  Telephone: (212) 906-1245

  
	
   

  	
   

  
	
  The Syndication Agents:

  	
  UBS Loan Finance

  677 Washington Boulevard, 6th Floor South

  Stamford, Connecticut 06901

  Attention: Deborah Porter

  Telecopy: 203-719-3888

  Telephone: 203-719-6391

  
	
   

  	
   

  
	
   

  	
  The Bank of New York

  One Wall Street, 16th Floor

  New York, New York 10019

  Attention: Ellie Mai

  Telecopy: 212-635-8679

  



 



 85
 






 



 


	
  

  	
  Telephone: 212-635-8737

  
	
   

  	
   

  
	
  The Documentation Agents:

  	
  Lehman Brothers Loan Portfolio Group

  745 7th Avenue, 5th Floor

  New York, New York 10019

  Attention: Craig J. Malloy

  Telecopy: 646-785-4617

  Telephone: 212-526-7150

  
	
   

  	
   

  
	
   

  	
  Credit Suisse

  One Madison Avenue

  New York, NY 10010

  Attention: Ed Markowski

  Telecopy:(212) 538-6851

  Telephone: (212) 538-3380

  



 


provided that any notice, request or
demand to or upon any Agent, the Issuing Lender or the Lenders shall not be
effective until received.


Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communications pursuant
to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Section 2 unless otherwise
agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to 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.


10.3.        No
Waiver; Cumulative Remedies.  No
failure to exercise and no delay in exercising, on the part of any Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents 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.


10.4.        Survival
of Representations and Warranties. 
All representations and warranties made hereunder, in the other Loan
Documents and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of
this Agreement and the making of the Loans and other extensions of credit
hereunder.


10.5.        Payment
of Expenses and Taxes.  The Borrower
agrees (a) to pay or reimburse each Agent for all of its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of a single New York counsel to such Agent (and appropriate local
or special counsel), the



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



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


(b)  (i)  Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees
(each, an “Assignee”) all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans at the time owing to it) with the prior written consent (such consent not
to be unreasonably withheld) of:


(A)          the Borrower, provided that no
consent of the Borrower shall be required for an (x) assignment to a
Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an
Event of Default has occurred and is continuing, any other Person or,
(y) any assignment by the Administrative Agent (or its affiliates); and


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


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


(ii)  Assignments shall be subject to the
following additional conditions:


(A)          except in the case of an assignment to
a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitments or Loans, the
amount of the Commitments or 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) shall not
be less than $1,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, provided that (1) no such consent of the
Borrower shall be required if an Event of Default has occurred and is
continuing and (2) such amounts shall be aggregated in respect of each
Lender and its affiliates or Approved Funds, if any;


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



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


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


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


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


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


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


(iii)  Subject to acceptance and recording
thereof pursuant to paragraph (b)(iv) below, from and after the effective
date specified in each Assignment and Assumption the Assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
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 Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.8, 3.9, 3.10 and 10.5).  An assignee shall not be entitled to the
benefits of Section 3.9 unless such Assignee complies with Sections 3.9(d) and
(e).  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.



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(iv)  The Administrative Agent, acting for
this purpose as an agent of the Borrower, shall maintain at one of its offices
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 amount and stated interest of the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection
by the Borrower, the Issuing Lender and any Lender, at any reasonable time and
from time to time upon reasonable prior notice.


(v)  Upon its receipt of a duly completed
Assignment and Assumption executed by an assigning Lender and an Assignee, the
Assignee’s completed administrative questionnaire (unless the 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.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.


(c)  (i)  Any Lender may, without the consent of
the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Lender and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. 
Any agreement pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement may provide that such
Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that (1) requires the consent of each
Lender directly affected thereby pursuant to the proviso to the second sentence
of Section 10.1 and (2) directly affects such Participant.  Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.8, 3.9 and 3.10 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section.  To
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.7(b) as though it were a Lender, provided such
Participant shall be subject to Section 10.7(a) as though it were a
Lender.


(ii)  A Participant shall not be entitled to
receive any greater payment under Section 3.8 or 3.9 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.  Any Participant shall not be entitled to the
benefits of Section 3.9 unless such Participant complies with
Sections 3.9(d) and (e).



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(d)  Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or
Assignee for such Lender as a party hereto.


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


(f)  Notwithstanding the foregoing, any Conduit Lender may
assign any or all of the Loans it may have funded hereunder to its designating
Lender without the consent of the Borrower or the Administrative Agent and
without regard to the limitations set forth in Section 10.6(a).  Each of the Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued
by such Conduit Lender; provided, however, that each Lender designating
any Conduit Lender hereby agrees to indemnify, save and hold harmless each
other party hereto for any loss, cost, damage or expense arising out of its
inability to institute such a proceeding against such Conduit Lender during
such period of forbearance.


10.7.        Adjustments;
Set-off.  (a)  Except
to the extent that this Agreement expressly provides for payments to be
allocated to a particular Lender, if any Lender (a “Benefited Lender”)
shall receive any payment of all or part of the Obligations owing to it, or
receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the
nature referred to in Section 8(f), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of the Obligations owing to such other Lender, such Benefited Lender
shall purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such collateral, as shall be
necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.


(b)  In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise), to set off and appropriate and apply against such amount any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower, as the case may
be.  Each



 91
 






 



Lender agrees promptly to notify the Borrower and the Administrative
Agent after any such setoff and application made by such Lender, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.


10.8.        Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  Delivery of an
executed signature page of this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signed
by all the parties shall be lodged with the Borrower and the Administrative
Agent.


10.9.        Severability.  Any provision of this Agreement that 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.


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


10.11.      GOVERNING
LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


10.12.      Submission
To Jurisdiction; Waivers.  The
Borrower hereby irrevocably and unconditionally:


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


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


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



 92
 






 



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


(e)   waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section any special, exemplary, punitive or
consequential damages.


10.13.      Acknowledgments.  The Borrower hereby acknowledges that:


(a)   it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Loan
Documents;


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


(c)   no joint venture is created hereby or by the
other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the Borrower and the Lenders.


10.14.      Releases
of Guarantees and Liens. 
(a)  Notwithstanding anything to the contrary contained herein
or in any other Loan Document, the Administrative Agent is hereby irrevocably
authorized by each Secured Party (without requirement of notice to or consent
of any Secured Party except as expressly required by Section 10.1) to take
any action requested by the Borrower having the effect of releasing any
Collateral or guarantee obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or that has
been consented to in accordance with Section 10.1 or (ii) under the
circumstances described in paragraph (b) below.


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


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



 93
 






 



any other Lender or any Lender’s Affiliate, (b) subject to an
agreement to comply with the provisions of this Section, to any actual or
prospective Transferee or any direct or indirect counterparty to any Hedge
Agreement (or any professional advisor to such counterparty), (c) to its
employees, directors, agents, attorneys, accountants, auditors (including
independent auditors) and other professional advisors or those of any of its
affiliates, (d) upon the request or demand of any Governmental Authority,
(e) in response to any order of any court or other Governmental Authority
or as may otherwise be required pursuant to any Requirement of Law, (f) if
required to do so in connection with any litigation or similar proceeding,
(g) that has been publicly disclosed, (h) to the National Association
of Insurance Commissioners or any similar organization or any nationally
recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with ratings issued with respect to such
Lender, or (i) in connection with the exercise of any remedy hereunder or
under any other Loan Document.


10.16.      WAIVERS
OF JURY TRIAL.  THE BORROWER, THE AGENTS AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


10.17.      Delivery
of Addenda.  Each initial Lender
shall become a party to this Agreement by delivering to the Administrative
Agent an Addendum duly executed by such Lender.


10.18.      USA
PATRIOT Act.  Each Lender hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Publ. L. 107-56 (signed into law October 26, 2001)), (the “Patriot
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 to identify the
Borrower in accordance with the Patriot Act. 
The Borrower shall, promptly upon the reasonable request of the
Administrative Agent or any Lender, provide all documentation and other
information reasonably requested in order to comply with their respective
ongoing obligations under applicable “know your customers” and anti-money
laundering rules and regulations, including the Patriot Act.


[Remainder of this page
intentionally left blank]



 94














 


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


	
  

  	
  CKX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ THOMAS BENSON

  
	
   

  	
   

  	
  Name:

  	
  Thomas P. Benson

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial Officer
  and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR, STEARNS & CO. INC., as Exclusive

  Advisor, Sole Lead Arranger and Sole Bookrunner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH C. BARNISH

  
	
   

  	
   

  	
  Name:

  	
  Keith C. Barnish

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR STEARNS CORPORATE LENDING INC.,

  as Administrative Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor Bulzacchelli

  
	
   

  	
   

  	
  Name:

  	
  Victor F. Bulzacchelli

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 95
 






 



 


	
  

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  as Co-Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mehrasa
  Raygani

  
	
   

  	
   

  	
  Name:

  	
  Mehrasa Raygani

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 96
 






 



 


	
  

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH

  as Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOREEN BARR    /s/ MIKAIL
  FAYBUSOVICH

  
	
   

  	
   

  	
  Name:

  	
  Doreen Barr/Mikail Faybusovich

  
	
   

  	
   

  	
  Title:

  	
  Vice President/Associate

  



 



 97
 






 



 


	
  

  	
  LEHMAN COMMERCIAL PAPER, INC.,

  as Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CRAIG MALLOY

  
	
   

  	
   

  	
  Name:

  	
  Craig Malloy

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 



 98
 






 



 


	
  

  	
  UBS SECURITIES LLC,

  as Co-Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DANIEL W. LADD III

  
	
   

  	
   

  	
  Name:

  	
  Daniel W. Ladd III

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francisco
  Pinto-Leite

  
	
   

  	
   

  	
  Name:

  	
  Francisco Pinto-Leite

  
	
   

  	
   

  	
  Title:

  	
  Executive Director and Counsel Region Americas Legal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC,

  as a Lender

  
	
   

  	
  

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  TaVrow

  
	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ IRJA R. OTSA

  
	
   

  	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  



 



 99















Annex A


PRICING GRID FOR REVOLVING LOANS AND SWINGLINE LOANS






	
  

  Pricing Level



  	
  

  Applicable Margin

  for Eurodollar Loans



  	
  

  Applicable Margin for Base

  Rate Loans

  
	
  

  I



  	
  

  150



  	
  

  50



  
	
  

  II



  	
  

  175



  	
  

  75



  
	
  

  III



  	
  

  200



  	
  

  100



  
	
  

  IV



  	
  

  225



  	
  

  125



  






 


The Applicable Margin for Revolving Loans and
Swingline Loans shall be adjusted on and after the first Adjustment Date (as
defined below) occurring after the Closing Date, based on changes in the
Consolidated Leverage Ratio, with such adjustments to become effective on the
date (the “Adjustment Date”) that is three Business Days after the date
on which (i) the relevant financial statements are delivered to the Lenders
pursuant to Section 6.1 or (ii) the Borrower delivers evidence of the
Consolidated Leverage Ratio in connection with any Permitted Acquisition or
Permitted Joint Venture (or similar transaction as to which the Borrower is
seeking an approval or modification from the Required Lenders) and, in either
case, to remain in effect until the next adjustment to be effected pursuant to
this paragraph.  If any financial
statements referred to above are not delivered within the time periods
specified in Section 6.1, then, until the date that is three Business Days
after the date on which such financial statements are delivered, the highest
rate set forth in each column of the Pricing Grid shall apply.  On each Adjustment Date, the Applicable
Margin for Revolving Loans and Swingline Loans shall be adjusted to be equal to
the Applicable Margins opposite the Pricing Level determined to exist on such
Adjustment Date from the financial statements or other information relating to
such Adjustment Date.


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


“Pricing Level I” shall exist on an Adjustment
Date if the Consolidated Leverage Ratio for the relevant period is less than
3.00 to 1.00.


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


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











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















 


EXHIBIT A


FORM OF ADDENDUM


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


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


THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


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


IN WITNESS WHEREOF, the parties hereto have caused
this Lender Addendum to be duly executed and delivered by their proper and duly
authorized officers as of this     day of                      ,
20    .


	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 A-1
 






 



 


Schedule 1


COMMITMENTS AND NOTICE ADDRESS


	
  1.

  	
   

  	
  Name of Lender:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Commitment:

  	
   

  	
   

  



 



 A-2














 


EXHIBIT B


FORM OF ASSIGNMENT AND ASSUMPTION


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


Terms defined in the Credit Agreement and not
otherwise defined herein are used herein with the meanings so defined.


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


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


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


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



 B-1
 






 



 


Agreement, together with
copies of the financial statements delivered pursuant to Section 5.1 and
Section 6.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption; (c) agrees that it will, independently and without
reliance upon the Assignor, the Agents 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
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the Agents to
take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Agents by the terms thereof, together with such powers as are incidental
thereto; and (e) agrees that it will be bound by the provisions of the Credit
Agreement and will perform in accordance with its terms all the obligations
which by the terms of the Credit Agreement are required to be performed by it
as a Lender including, if it is organized under the laws of a jurisdiction
outside the United States, its obligation pursuant to subsection 3.10(d) of the
Credit Agreement.


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


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


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


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


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



 B-2
 






 



 


SCHEDULE 1


TO ASSIGNMENT AND ASSUMPTION


Name of
Assignor:                                             


Name of Assignee:                                             


Effective Date of Assignment:                           


	
  Amount of Loans and Letters
  of Credit

  Assigned

  	
   

  	
  Commitment Percentage Assigned(1)

  
	
   

  	
   

  	
   

  
	
  $                     

  	
   

  	
         .      %

  



 


	
  

  	
   

  	
   

  	
   

  
	
  [Name of
  Assignee]

  	
   

  	
  [Name of
  Assignor]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:

  
								



 






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



 B-3
 






 



 


	
  Accepted:

  	
   

  	
  [Consented To:

  
	
  BEAR STEARNS CORPORATE LENDING

  INC., as Administrative Agent

  	
   

  	
  [CKX, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title: ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [BEAR STEARNS CORPORATE LENDING

  INC., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title: ]

  



 



 B-4














 


EXHIBIT C


FORM OF COMPLIANCE CERTIFICATE


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


Terms defined in the Credit Agreement and not
otherwise defined herein are used herein with the meanings so defined.


1.             I
am the duly elected, qualified and acting [Chief Financial Officer] of the
Borrower.


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


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


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


IN WITNESS WHEREOF, I execute this Certificate on
behalf of the Borrower this [    ] day of [        ],
[      ].


	
   

  	
  CKX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 



 C-1














 


EXHIBIT D-1


 


FORM OF GUARANTY AND COLLATERAL AGREEMENT















 


EXHIBIT D-2


 


FORM OF UK CHARGE OVER SHARES



 D-1














 


EXHIBIT E


 


[RESERVED]



 E-1














 


EXHIBIT F


FORM OF
PREPAYMENT OPTION NOTICE


Attention of [          ]


Telecopy No. [          ]


[Date]


Ladies and Gentlemen:


The undersigned,
Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders, refers to the Credit
Agreement, dated as of May 24, 2006 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the
Administrative Agent, CKX, Inc., a Delaware corporation (the “Borrower”),
the several banks, financial institutions or entities from time to time parties
to the Credit Agreement (the “Lenders”), and Bear, Stearns & Co.
Inc., as sole lead arranger and sole bookrunner (in such capacity, the “Arranger”).
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.  The Administrative Agent hereby gives notice
of an offer of prepayment made by the Borrower pursuant to [Section 4.2(d)]
of the Credit Agreement of the Tranche [B] [C] Prepayment Amount.  Amounts applied to prepay the Tranche B]
[C] Term Loans shall be applied pro rata to the Tranche B] [C] Term Loan
held by you.  The portion of the
prepayment amount to be allocated to the Tranche B] [C] Term Loan held by
you and the date on which such prepayment will be made to you (should you elect
to receive such prepayment) are set forth below:


	
  (A)

  	
   

  	
  Total Tranche B] [C] Term Loan Prepayment
  Amount

  	
   

  	
   

  
	
  (B)

  	
   

  	
  Portion of Tranche B] [C] Term Loan Prepayment
  Amount to be received by you

  	
   

  	
   

  
	
  (C)

  	
   

  	
  Prepayment Date (10 Business Days after the date of
  this Prepayment Option Notice)

  	
   

  	
   

  



 


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



 F-1
 






 



 


TERM
LOAN PREPAYMENT ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE.


	
   

  	
  BEAR STEARNS CORPORATE LENDING INC,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Percentage of Tranche [B] [C]

Prepayment Amount

Declined:     %



 F-2














 


EXHIBIT G


FORM OF EXEMPTION CERTIFICATE


Reference is made to the Revolving Credit Agreement,
dated as of  May 24, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among CKX, Inc., a Delaware corporation (the “Borrower”), the several
banks and other financial institutions or entities from time to time parties to
the Credit Agreement as lenders (the “Lenders”), Bear, Stearns & Co.
Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), and
Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity,
the “Administrative Agent”). Terms defined in the Credit Agreement and
not otherwise defined herein are used herein with the meanings so defined.  [                                 ]
(the “Non-U.S. Lender”) is providing this certificate pursuant to
subsection 3.10(d) of the Credit Agreement. 
The Non-U.S. Lender hereby represents and warrants that:


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


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


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


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


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


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



 G-1
 






 



 


IN WITNESS WHEREOF, the undersigned has duly executed
this certificate.


	
  

  	
  [NAME OF NON-U.S. LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Date:                 ,
  200    

  	
   

  



 



 G-2














 


EXHIBIT
H-1


FORM OF
REVOLVING NOTE


THIS NOTE AND THE
OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW.  TRANSFERS OF THIS NOTE AND THE OBLIGATIONS
REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE
ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.


	
  $                           

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  May 24, 2006

  



 


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


The holder of this Note is authorized to endorse on
the schedules annexed hereto and made a part hereof or on a continuation
thereof which shall be attached hereto and made a part hereof the date, Type
and amount of each Revolving Loan made pursuant to the Credit Agreement and the
date and amount of each payment or prepayment of principal thereof, each
continuation thereof, each conversion of all or a portion thereof to another
Type and, in the case of Eurodollar Loans, the length of each Interest Period
with respect thereto.  Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement or any error in
any such endorsement shall not affect the obligations of the Borrower in
respect of any Revolving Loan.


This Note (a) is one of the Notes referred to in
the Credit Agreement dated as of May 24, 2006 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the
Borrower, the Lender, the other banks, financial institutions and other
entities from time to time parties thereto, Bear Stearns Corporate Lending
Inc., as Administrative Agent, and Bear, Stearns & Co. Inc., as sole lead
arranger and sole bookrunner, (b) is subject to the provisions of the
Credit Agreement and (c) is subject to optional and mandatory prepayment in
whole or in part as provided in the Credit Agreement.  This Note is secured and guaranteed as
provided in the Loan Documents. 
Reference is hereby made to the Loan Documents for a description of the
properties and assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of
the holder of this Note in respect thereof.



 H-1-1
 






 



 


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


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


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


NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND
OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.


THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


	
   

  	
  CKX, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 H-1-2
 






 



 


Schedule A to Revolving Credit Note


LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS


	
  Date

  	
   

  	
  Amount of Base Rate

  Loans

  	
   

  	
  Amount Converted to

  Base Rate Loans

  	
   

  	
  Amount of Principal of

  Base Rate Loans

  Repaid

  	
   

  	
  Amount of Base Rate

  Loans Converted to

  Eurodollar Loans

  	
   

  	
  Unpaid Principal

  Balance of Base Rate

  Loans

  	
   

  	
  Notation Made

  By

  	
   

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  




 H-1-3
 






 



 


Schedule B to Revolving Credit Note


LOANS, CONTINUATIONS,
CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS


	
  Date

  	
   

  	
  Amount of

  Eurodollar Loans

  	
   

  	
  Amount

  Converted to

  Eurodollar Loans

  	
   

  	
  Interest Period and

  Eurodollar Rate

  with Respect

  Thereto

  	
   

  	
  Amount of

  Principal of

  Eurodollar Loans

  Repaid

  	
   

  	
  Amount of

  Eurodollar Loans

  Converted to Base

  Rate Loans

  	
   

  	
  Unpaid Principal

  Balance of

  Eurodollar Loans

  	
   

  	
  Notation Made

  By

  	
   

  
	
         

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
         

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
         

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
         

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



                                                                                                                                                                                                                                                                                                                                                


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



 H-1-4














 


EXHIBIT H-2


FORM OF SWINGLINE NOTE


THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY
NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE
CREDIT AGREEMENT REFERRED TO BELOW. 
TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.


	
  $                            

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  May 24, 2006

  



 


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


The holder of this Note is authorized to endorse on
the schedules annexed hereto and made a part hereof or on a continuation
thereof which shall be attached hereto and made a part hereof the date and
amount of each Swingline Loan made pursuant to the Credit Agreement and the
date and amount of each payment or prepayment of principal thereof.  Each such endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed. The failure
to make any such endorsement or any error in any such endorsement shall not
affect the obligations of the Borrower in respect of any Swingline Loan.


This Note (a) is one of the Notes referred to in
the Credit Agreement dated as of May 24, 2006 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the
Borrower, the Lender, the other banks, financial institutions and other
entities from time to time parties thereto, Bear Stearns Corporate Lending
Inc., as Administrative Agent, and Bear, Stearns & Co. Inc., as sole lead
arranger and sole bookrunner, (b) is subject to the provisions of the
Credit Agreement and (c) is subject to optional and mandatory prepayment in
whole or in part as provided in the Credit Agreement.  This Note is secured and guaranteed as
provided in the Loan Documents. 
Reference is hereby made to the Loan Documents for a description of the
properties and assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of
the holder of this Note in respect thereof.



 H-2-1
 






 



 


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


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


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


NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND
OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.


THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


	
   

  	
  CKX, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 H-2-2
 






 



 


Schedule A to Swingline Note


LOANS AND REPAYMENTS OF SWINGLINE LOANS


	
  Date

  	
   

  	
  Amount of Swingline Loans

  	
   

  	
  Amount of Principal of

  Swingline Loans Repaid

  	
   

  	
  Unpaid Principal Balance of

  Swingline Loans

  	
   

  	
  Notation Made By

  	
   

  
	
           

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
           

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
           

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
           

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 H-2-3














 


EXHIBIT I


FORM OF CLOSING CERTIFICATE


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


1.  The representations and warranties of the
Company set forth in each of the Loan Documents to which it is a party or which
are contained in any certificate furnished by or on behalf of the Company
pursuant to any of the Loan Documents to which it is a party are true and
correct in all material respects on and as of the date hereof with the same
effect as if made on the date hereof, except for representations and warranties
expressly stated to relate to a specific earlier date, in which case such
representations and warranties were true and correct in all material respects
as of such earlier date.


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


3.  No Default or Event of Default has occurred
and is continuing as of the date hereof or after giving effect to the Loans to
be made on the date hereof.  [Borrower
only]


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


  The
undersigned Corporate Secretary of the Company certifies as follows:


1.  There are no liquidation or dissolution
proceedings pending or to my knowledge threatened against the Company, nor has
any other event occurred adversely affecting or threatening the continued
corporate existence of the Company.


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


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



 I-1
 






 



 


4.  Attached hereto as Annex 2 is a
true and complete copy of the By-Laws of the Company as in effect on the date
hereof.


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


6.  The following persons are now duly elected
and qualified officers of the Company holding the offices indicated next to
their respective names below, and such officers have held such offices with the
Company at all times since the date indicated next to their respective titles
to and including the date hereof, and the signatures appearing opposite their
respective names below are the true and genuine signatures of such officers,
and each of such officers is duly authorized to execute and deliver on behalf
of the Company each of the Loan Documents to which it is a party and any
certificate or other document to be delivered by the Company pursuant to the
Loan Documents to which it is a party:


	
  Name

  	
   

  	
  Office

  	
   

  	
  Date

  	
   

  	
  Signature

  
	
                    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the
undersigned have hereunto set our names as of the date set forth below.


	
  

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: May 24,
  2006

  	
   

  	
   

  



 



 I-2
 






 



 


SCHEDULE
I


[Waived Conditions Precedent]


[Describe
any conditions precedent waived on

Closing Date and terms of any waiver]



 I-3
 






 



 


ANNEX
1


[Board Resolutions]



 I-4
 






 



 


ANNEX 2


[By-Laws]



 I-5
 






 



 


ANNEX 3


[Certificate of Incorporation]



 I-6














 


EXHIBIT J-1


OPINION
OF PAUL, HASTINGS, JANOFSKY & WALKER LLP


[To be provided
separately]



 J-1-1














 


EXHIBIT J-2


OPINION OF BAKER &
MCKENZIE


[To be provided
separately]



 J-2-1














 


EXHIBIT K


FORM
OF SOLVENCY CERTIFICATE


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


I further certify that I
am generally familiar with the properties, business and assets of the Group
Members and have carefully reviewed the Loan Documents and the contents of this
certificate and, in connection herewith, have reviewed such other documentation
and information and have made such investigation and inquiries as I have deemed
necessary and prudent therefor.


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


1.             I
do hereby further certify that:


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


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


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


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



 K-1
 






 



 


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


2.             In
making the certifications set forth above, the undersigned has considered or
taken the following actions, among other things:


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


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


(c)           consulted with officers of the Group
Members concerning, among other matters, pending and threatened litigation,
uninsured risks, guaranties of obligations of any other Person and other
contingent obligations and have, using my best judgment, also taken into
account the maximum realistic exposure of each Group Member to liabilities
which would not be included in reserves otherwise reflected on the Financial
Statements; and


(d)           made such other investigations and
inquiries as I have, to the best of my experience, deemed appropriate and have
taken into account the nature of the particular business anticipated to be
conducted by the Group Members after consummation of the transactions referred
to above.


[The remainder of this page intentionally left blank.]



 K-2
 






 



 


IN WITNESS WHEREOF, the
undersigned has duly executed this Solvency Certificate as of the date first
written above.


 


	
  

  	
  CKX, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  



 



 K-3














 


EXHIBIT L


SUBORDINATION
PROVISIONS


Section 1.                      Definitions
and Rules of Interpretation. 
Reference is made to that certain Revolving Credit Agreement, dated as
of  May 24, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among CKX, Inc., a Delaware corporation (the “Borrower”), the several
banks and other financial institutions or entities from time to time parties to
the Credit Agreement as lenders (the “Lenders”), Bear, Stearns & Co.
Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), and
Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity,
the “Administrative Agent”). 
Except as otherwise expressly provided, capitalized terms used herein
without definition shall have the same meaning assigned to such terms in the
Credit Agreement.  In addition, the
following terms shall have the following meanings:


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


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


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


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


Section 2.                      Ranking
of Senior Secured Obligations.  Until
the repayment in full in cash of all of the Senior Secured Obligations, the
termination or cash collateralization of 
all outstanding Letters of Credit (in an amount equal to 102.5% of the
face amount thereof) and the termination of all Commitments (the “Loan Maturity Date”), (i) the Subordinated Lenders, the
Borrower and each of its Subsidiaries hereby agree that all Subordinated
Obligations are and shall be subordinated in right of payment and liquidation
in relation to all Senior Secured Obligations to the extent and in the manner
hereinafter set forth, (ii) no payments or other distributions whatsoever in
respect of any part of the Subordinated Obligations shall be made nor shall any
property or assets of the Borrower or any of its Subsidiaries (nor any property
or assets of the Borrower that constitute Collateral) be applied to the
purchase or other acquisition or retirement of any part of the Subordinated
Obligations, and (iii) each of the Subordinated Lenders agrees that it will not
ask, demand, sue for, take or receive from or for the account of the Borrower
or any of its Subsidiaries (whether directly or indirectly), by set-off or in
any other manner, the Subordinated Obligations, or any security therefor,
except with the prior written consent of each of the Senior Secured Parties.



 L-1
 






 



 


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


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


3.1.1                                                the
Senior Secured Obligations shall first be irrevocably and indefeasibly paid in
full in cash, all outstanding Letters of Credit shall have been terminated or
cash collateralized in an amount equal to 102.5% of the face amount thereof and
all Commitments shall have been terminated before any of the Subordinated
Lenders shall be entitled to receive any payment on account of the Subordinated
Obligations or any other interests in the Borrower or any of its Subsidiaries
arising from the Subordinated Obligations whether in cash, securities or other
assets; and


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


3.3                                                         if,
for any reason whatsoever and whether pursuant to a bankruptcy, liquidation or
similar proceeding or otherwise, the Borrower or any of its Subsidiaries shall
make or any of the Subordinated Lenders shall receive any payment or
distribution of any kind or character, whether in cash, securities or other
property, on account or in respect of the Subordinated Obligations in
contravention of any of the terms set forth herein, such Subordinated Lender
shall hold any such payment or distribution in trust for the benefit of the
Senior Secured Parties, promptly notify the Administrative Agent in writing of
the receipt of such payment or distribution and promptly pay over or deliver
such distribution or payment to the Administrative Agent, or to any other 



 L-2
 






 



 


Person
nominated by the Administrative Agent, to hold for the account of the Senior
Secured Parties.  In the event of failure
of any Subordinated Lender to make any such endorsement or assignment, the
Administrative Agent is irrevocably authorized by the Subordinated Lenders to
make the same; provided, however, that nothing in this sentence
shall be deemed to restrict any rights of the Senior Secured Parties to enforce
in any manner provided under applicable law the obligation of a Subordinated
Lender to make any such endorsement or assignment; and


3.4                                                         notwithstanding any provision to the contrary
herein or in any other agreement or document, no payment or delivery shall be
made to the Subordinated Lenders of any securities, assets, debts, loans,
advances, liabilities or obligations which are issued or received upon any
merger, consolidation, sale, lease, transfer or other disposal by any Person
succeeding to the Borrower or any of its Subsidiaries or acquiring the Borrower’s
or any of its Subsidiary’s property or assets, unless such securities, assets,
debts, loans, advances, liabilities and obligations are (i) if the Subordinated
Obligations (or any note or other instrument representing the Subordinated
Obligations) are pledged to the Senior Secured Parties, pledged in favor of the
Senior Secured Parties and (ii) subordinate and junior at least to the extent
provided herein to the irrevocable and indefeasible payment in full in cash of
all Senior Secured Obligations and to the payment of any securities, assets,
debts, loans, advances, liabilities or obligations which are issued in exchange
or substitution for any such Senior Secured Obligations.


Section 4.                      Authorizations to Administrative Agent.  At
all times prior to the Loan Maturity Date, and without limitation of the rights
of the Senior Secured Parties under the terms of the Loan Documents, each
Subordinated Lender (i) irrevocably authorizes and empowers (without
imposing any obligation on) the Administrative Agent to claim, enforce, demand,
sue for, collect and receive all payments and distributions on or in respect of
the Subordinated Obligations which are required to be paid or delivered to any
Senior Secured Party, as provided herein, and to file and prove all claims
therefor, give receipts and take all such other action, in the name of such
Subordinated Lender or otherwise, necessary or appropriate for the enforcement
of these subordination provisions, (ii) irrevocably authorizes and
empowers (without imposing any obligation on) the Administrative Agent to vote
the Subordinated Obligations in favor of or in opposition to any matter which
may come before any meeting of creditors of the Borrower or any of its
Subsidiaries generally or in connection with, or in anticipation of, any
insolvency or bankruptcy case or proceeding, or any proceeding under any laws
relating to the relief of debtors, readjustment of indebtedness, arrangements,
reorganizations, compositions or extensions relative to the Borrower or any of
its Subsidiaries, and (iii) agrees to execute and deliver to the
Administrative Agent all such further instruments confirming the above
authorization, and all such powers of attorney, proofs of claim, assignments of
claim and other instruments, and to take all such other action deemed necessary
or requested by any Senior Secured Party in its sole discretion, in order to
enable the Administrative Agent to accomplish the foregoing.



 L-3
 






 



 


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


5.1                                                         agreeing
with the Borrower or any of its Subsidiaries, any Subordinated Lender or any
other Person as to any amendment, variation, assignment, novation, extension or
departure (however substantial or material) of, to or from any Loan Document
(including changing the manner, place or terms of payment of or extending the
time of payment of, or renewing or altering, the Senior Secured Obligations, or
otherwise amending or supplementing in any manner the Senior Secured
Obligations or any instrument evidencing the same or any agreement under which
the Senior Secured Obligations are outstanding, or any Loan Document) so that
any such amendment, variation, assignment, novation or departure shall,
whatever its nature, be binding upon the Subordinated Lenders in all
circumstances;


5.2                                                         releasing,
granting any time, any indulgence or any waiver of any kind to, or composition
with the Borrower or any of its Subsidiaries, any Subordinated Lender or any
other Person (including, without limitation, the waiver of any breach of the
Loan Documents or the exercise or the failure to exercise any rights against
the Borrower or any of its Subsidiaries and/or any other Person), or entering
into any transaction or arrangements whatsoever with or in relation to the
Borrower or any of its Subsidiaries, any Subordinated Lender and/or any other
Person;


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


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


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


5.6                                                         actually
or purportedly assigning all or any portion of the Senior Secured Obligations
to any other Person.


To the fullest extent
permitted by applicable law, no change of law or circumstances shall release or
diminish any of the Subordinated Lenders’ liabilities, agreements or duties
hereunder, affect the provisions set forth herein in any way, or afford the
Subordinated Lenders any recourse against any of the Senior Secured Parties.


Section 6.                      Benefit of Subordination Provisions.  These
subordination provisions are intended solely to define the relative rights of
the Senior Secured Parties, the Subordinated Lenders, and their respective
successors and permitted assigns.



 L-4
 






 



 


Section 7.                      Subordination of Liens.  Without limitation of any other provisions of
this Exhibit L, neither the Borrower nor any of its Subsidiaries shall
create or suffer to exist any Lien on any of its property benefiting the
Subordinated Obligations.  If in
contravention of this Section 7, any such Liens shall now or hereafter secure
or benefit the Subordinated Obligations, whether arising by statute, in law or
equity or by contract, then, without limiting any of the Senior Secured Parties’
rights in respect of such breach, such Lien shall and is hereby expressly
subordinated and made secondary and inferior to the Liens now or hereafter
securing or benefiting the Senior Secured Obligations.


Section 8.                      Reinstatement. 
If any payment to any of the Senior Secured Parties by the Borrower or
any of its Subsidiaries or any other Person in respect of any of the Senior
Secured Obligations is held to constitute a preference or a voidable transfer
under applicable law, or if for any other reason any Senior Secured Party is
required to refund such payment to the Borrower, any of its Subsidiaries or to
such Person or to pay the amount thereof to any other Person, such payment to
such Senior Secured Party shall not constitute a release of any of the
Subordinated Lenders from any of their liability hereunder, and each
Subordinated Lender agrees and acknowledges that the provisions set forth
herein shall continue to be effective or shall be reinstated, as the case may
be, to the extent of any such payment or payments.


Section 9.                      Restrictions on Transfers.  None
of the Subordinated Lenders may transfer (by sale, novation or otherwise) any
of its rights or obligations under the Subordinated Obligations and under these
subordination provisions unless the transferee of such interest first agrees in
writing to be bound by the terms of this Exhibit L applicable to the
transferor of such interest and executes an instrument to that effect.


Section 10.                   Affirmative Covenants of the Subordinated
Lenders.  Each of the Subordinated Lenders
shall:


10.1                                                   at
all times prior to the Loan Maturity Date, promptly deliver to the
Administrative Agent copies of each amendment or modification to any agreement
relating to the Subordinated Obligations to which such Subordinated Lender is a
party that would affect or alter these subordination provisions;


10.2                                                   at
all times prior to the Loan Maturity Date, cause to be clearly inserted in any
instrument which at any time evidences any part of the Subordinated Obligations
owing to such Subordinated Lender a statement to the effect that the payment
thereof is subordinated in accordance with the terms of this Exhibit L;


10.3                                                   cause
its right to receive any payment in respect of the Subordinated Obligations to
be (and, upon the creation of the Subordinated Obligation, each Subordinated
Lender acknowledges and agrees that such Subordinated Obligation is and shall
be) subject to the Liens created by the Security Documents and, if required by
applicable law, cause any agreement or instrument evidencing such right to be
registered or filed with the appropriate Governmental Authorities in order to
perfect such Liens created by the Security Documents and cause any instrument
which at any time evidences any part of the Subordinated Obligations owing to
such Subordinated Lender and any proceeds deriving therefrom to be pledged in
favor of the Senior Secured Parties and an original of such instrument shall be
delivered to the order of the Administrative Agent with appropriate
endorsements thereto executed in blank; and



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


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


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


11.2                                                   without
the prior written consent of the each of the Senior Secured Parties, sue for
payment of, or accelerate the maturity of, or initiate any proceedings or take
any other actions to enforce any of the Subordinated Obligations owing to such
Subordinated Lender;


11.3                                                   whether
by set-off, counter-claim or otherwise, reduce any amount owing by such
Subordinated Lender to the Borrower or any of its Subsidiaries by an amount
payable by the Borrower or any of its Subsidiaries or any of their respective Affiliates
or any other Person to such Subordinated Lender in respect of the Subordinated
Obligations;


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


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


11.6                                                   subordinate
all or any part of the Subordinated Obligations owing to such Subordinated
Lender or the proceeds thereof to any sums owing by the Borrower or any of its
Subsidiaries to any Persons other than the Senior Secured Parties; or


11.7                                                   take or omit to take any action whereby the
subordination hereunder of all or any part of the Subordinated Obligations may
be impaired.



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Section 12.                   Waiver of Subrogation.


12.1                                                   Notwithstanding
anything to the contrary herein or in any other Loan Document, at all times
prior to the Loan Maturity Date, each of the Subordinated Lenders irrevocably
waives any claim or other rights which it may now have or hereafter acquire
against the Borrower or any of its Subsidiaries that arise from the existence
or performance of its Senior Secured Obligations hereunder including any and
all rights of subrogation, reimbursement, exoneration, contribution,
indemnification, any right to participate in any claim or remedy of the Senior
Secured Parties against the Borrower or any of its Subsidiaries, or any security
which the Senior Secured Parties may now have or hereafter acquire, by any
payment made hereunder or otherwise, including the right to take or receive
from the Borrower or any Guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account
of such claim or other rights.


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


Section 13.                   Exercise of Powers.


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


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



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