10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2009
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to
Commission File No. 001-34064

TICKETMASTER ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware	95-4546874
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8800 Sunset Blvd., West Hollywood, CA 90069
(Address of Registrant's principal executive offices)

(310) 360-3300
(Registrant's telephone number, including area code)

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes o    No o

        Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer ý Non-accelerated filer
o
(Do not check if a smaller
reporting company) Smaller reporting company o

        Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o    No ý

        As of November 5, 2009, the following shares of the Registrant's common stock were outstanding: 57,383,150.

TICKETMASTER ENTERTAINMENT, INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2009

TABLE OF CONTENTS

				Page Number
PART I
	Item 1.	Consolidated Financial Statements		1
			Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2009 and 2008 (unaudited)	1
			Consolidated Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008	2
			Consolidated Statement of Temporary Equity and Equity as of September 30, 2009 (unaudited) and December 31, 2008	3
			Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008 (unaudited)	4
			Notes to Unaudited Consolidated Financial Statements	5
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		31
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		48
	Item 4(T).	Controls and Procedures		48
PART II		OTHER INFORMATION		49
	Item 1.	Legal Proceedings		49
	Item 1A.	Risk Factors		52
	Item 6.	Exhibits		68
Signatures				69

i

PART 1—FINANCIAL STATEMENTS

Item 1.    Consolidated Financial Statements

TICKETMASTER ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months Ended September 30,						Nine Months Ended September 30,
		2009			2008			2009			2008
		(In thousands, except per share data)
Revenue		$	347,891		$	336,350		$	1,075,133		$	1,060,112
Interest on funds held for clients			635			2,851			2,265			10,439
	Total revenue		348,526			339,201			1,077,398			1,070,551
Cost of sales (exclusive of depreciation shown separately below)			205,589			216,693			658,956			686,264
Gross profit			142,937			122,508			418,442			384,287
Selling and marketing expense			23,986			26,535			67,871			70,564
General and administrative expense			65,982			47,633			194,886			135,130
Amortization of intangibles			17,627			8,268			53,542			28,671
Depreciation			14,171			13,217			40,650			36,100
	Operating income		21,171			26,855			61,493			113,822
Other expense, net:
	Interest income		546			4,685			1,914			11,438
	Interest expense		(15,243	)		(10,909	)		(48,818	)		(20,545	)
	Equity in income of unconsolidated affiliates		700			2,850			2,588			2,048
	Other income (expense)		4,290			(413	)		7,829			244
Total other expense, net			(9,707	)		(3,787	)		(36,487	)		(6,815	)
Earnings before income taxes and noncontrolling interests			11,464			23,068			25,006			107,007
Income tax provision			(2,193	)		(13,335	)		(7,914	)		(43,010	)
Net income			9,271			9,733			17,092			63,997
Loss (income) attributable to noncontrolling interests, net			3,822			(118	)		10,127			1,337
Net income attributable to Ticketmaster Entertainment, Inc.		$	13,093		$	9,615		$	27,219		$	65,334
Net earnings per share available to common stockholders:
	Basic	$	0.23		$	0.17		$	0.47		$	1.16
	Diluted	$	0.22		$	0.17		$	0.46		$	1.16
Weighted average number of shares of common and common equivalent stock outstanding:
	Basic		57,358			56,183			57,339			56,175
	Diluted		59,868			56,382			59,517			56,241

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

1

TICKETMASTER ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

		September 30, 2009			December 31, 2008
		(Unaudited)
		(In thousands, except per share data)
ASSETS
Cash and cash equivalents		$	595,058		$	464,618
Marketable securities			—			1,495
Accounts receivable, client accounts			82,740			70,121
Accounts receivable, trade, net of allowance of $7,113 and $3,662, respectively			63,185			46,459
Deferred income taxes			14,236			14,038
Contract advances			52,995			44,927
Prepaid expenses and other current assets			36,913			37,758
	Total current assets		845,127			679,416
Property and equipment, net			109,445			111,291
Goodwill			475,173			455,751
Intangible assets, net			303,960			330,061
Long-term investments			8,525			17,487
Other non-current assets			121,923			112,561
TOTAL ASSETS		$	1,864,153		$	1,706,567
LIABILITIES, TEMPORARY EQUITY AND EQUITY
LIABILITIES:
Accounts payable, client accounts		$	464,652		$	324,164
Accounts payable, trade			31,293			29,251
Accrued compensation and benefits			45,726			39,683
Deferred revenue			35,050			33,244
Income taxes payable			5,033			7,522
Other accrued expenses and current liabilities			78,136			82,435
	Total current liabilities		659,890			516,299
Long-term debt			836,980			865,000
Income taxes payable			5,556			1,680
Other long-term liabilities			18,996			10,286
Deferred income taxes			51,199			67,300
Commitments and contingencies
TEMPORARY EQUITY:
Series A convertible redeemable preferred stock, $0.01 par value, 25,000 shares authorized, 1,750 non-vested shares issued and outstanding at September 30, 2009 and December 31, 2008			14,570			9,888
Redeemable noncontrolling interests			48,827			42,483
EQUITY:
Ticketmaster Entertainment, Inc. stockholders' equity:
Common stock, $0.01 par value, 300,000 shares authorized; 57,380 shares issued and outstanding at September 30, 2009 and 57,213 shares issued and outstanding at December 31, 2008			574			572
Additional paid-in capital			1,227,387			1,235,019
Accumulated deficit			(1,031,539	)		(1,058,758	)
Accumulated other comprehensive income (loss)			8,228			(11,374	)
	Total Ticketmaster Entertainment, Inc. stockholders' equity		204,650			165,459
Noncontrolling interests			23,485			28,172
Total equity			228,135			193,631
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY		$	1,864,153		$	1,706,567

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

2

TICKETMASTER ENTERTAINMENT, INC.

CONSOLIDATED STATEMENT OF TEMPORARY EQUITY AND EQUITY

(Unaudited)

	Temporary Equity							Ticketmaster Entertainment, Inc. Stockholders' Equity
	Redeemable Preferred Stock $0.01 Par Value							Common Stock $0.01 Par Value
																		Accumulated Other Comprehensive Income
					Redeemable Noncontrolling Interests							Additional Paid-in Capital			Retained Deficit						Noncontrolling Interests			Total Equity
	Amount		Shares					Amount		Shares
	(In thousands)
Balance as of December 31, 2008	$	9,888		1,750	$	42,483		$	572		57,213	$	1,235,019		$	(1,058,758	)	$	(11,374	)	$	28,172		$	193,631
Comprehensive income:
Net income (loss)		—		—		(4,459	)		—		—		—			27,219			—			(5,668	)		21,551
Foreign currency translation		—		—		43			—		—		—			—			19,602			—			19,602
Comprehensive (loss) income						(4,416	)															(5,668	)		41,153
Issuance of common stock		—		—		—			2		167		778			—			—			—			780
Stock-based compensation		4,682		—		3,212			—		—		10,288			—			—			—			10,288
Repurchase of outstanding options		—		—		—			—		—		(388	)		—			—			—			(388	)
Noncontrolling interests in acquisitions		—		—		—			—		—		—			—			—			2,100			2,100
Fair value of redeemable noncontrolling interests adjustment		—		—		13,122			—		—		(13,122	)		—			—			—			(13,122	)
Tax adjustment related to spin-off from IAC		—		—		—			—		—		(5,188	)		—			—			—			(5,188	)
Exercise of redemption feature of noncontrolling interest		—		—		(382	)		—		—		—			—			—			—			—
Distributions to noncontrolling interests		—		—		(5,192	)		—		—		—			—			—			(1,119	)		(1,119	)
Balance as of September 30, 2009	$	14,570		1,750	$	48,827		$	574		57,380	$	1,227,387		$	(1,031,539	)	$	8,228		$	23,485		$	228,135

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

3

TICKETMASTER ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Nine Months Ended September 30,
		2009			2008
		(In thousands)
Cash flows from operating activities:
Net income.		$	17,092		$	63,997
Adjustments to reconcile net income to net cash provided by operating activities:
	Amortization of intangibles		53,542			28,671
	Depreciation		40,650			36,100
	Amortization of debt issuance costs		3,355			570
	Provision for doubtful accounts		2,943			4,729
	Stock-based compensation expense		19,433			20,343
	Deferred income taxes		(16,404	)		4,950
	Investment losses		905			—
	Gain on extinguishment of debt		(1,527	)		—
	Equity in income of unconsolidated affiliates, net of dividends		1,419			1,441
Changes in current assets and liabilities, excluding acquisition effects:
	Accounts receivable		(2,018	)		(4,049	)
	Prepaid expenses and other current assets		(11,419	)		(11,644	)
	Accounts payable and other current liabilities		(17,851	)		(6,742	)
	Income taxes payable		(3,539	)		13,494
	Deferred revenue		1			3,235
	Funds collected on behalf of clients, net		103,088			45,269
Other, net			158			427
Net cash provided by operating activities			189,828			200,791
Cash flows from investing activities:
	Transfers to IAC		—			(910,088	)
	Cash paid for acquisitions, net of cash acquired		(25,636	)		(405,498	)
	Purchases of property and equipment		(36,014	)		(37,014	)
	Purchase of marketable securities		—			(4,176	)
	Proceeds from sales and maturities of marketable securities		1,497			—
	Cash paid for long-term investments		(1,226	)		(356	)
Net cash used in investing activities			(61,379	)		(1,357,132	)
Cash flows from financing activities:
	Capital contributions from IAC		—			405,498
	Proceeds from issuance of long-term debt		—			300,000
	Proceeds from bank borrowings		—			465,000
	Principal payments on long-term obligations		(28,009	)		(1,500	)
	Payment of deferred financing costs		—			(27,207	)
	Purchase of noncontrolling interest		—			(764	)
	Distributions to noncontrolling interests		(6,312	)		—
	Excess tax benefits from equity awards		—			55
	Other, net		(370	)		—
Net cash (used in) provided by financing activities			(34,691	)		1,141,082
Effect of exchange rate changes on cash and cash equivalents			36,682			(6,152	)
Net increase (decrease) in cash and cash equivalents			130,440			(21,411	)
Cash and cash equivalents at beginning of period			464,618			568,417
Cash and cash equivalents at end of period		$	595,058		$	547,006

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

4

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

Company Overview

        Ticketmaster Entertainment, Inc., a Delaware corporation ("Ticketmaster Entertainment," "we," "our," "us" or the "Company"), consists of Ticketmaster and Front Line Management Group, Inc. ("Front Line"). Ticketmaster operates in 20 global markets, providing ticket sales, ticket resale services, marketing and distribution through www.ticketmaster.com, numerous retail outlets and worldwide call centers. Established in 1976, Ticketmaster serves clients worldwide across multiple event categories, providing exclusive ticketing services for leading arenas, stadiums, professional sports franchises and leagues, college sports teams, performing arts venues, museums, and theaters. Ticketmaster Entertainment acquired a controlling interest in Front Line in October 2008. Founded by Irving Azoff and Howard Kaufman in 2004, Front Line is an artist management company.

Spin-off from IAC/InterActiveCorp

        On July 1, 2008, the Board of Directors of IAC/InterActiveCorp ("IAC") approved a plan to separate IAC into five separate, publicly traded companies via the distribution of all of the outstanding shares of common stock of four wholly-owned subsidiaries (the "Spincos"), including Ticketmaster Entertainment.

        On August 20, 2008, IAC distributed to its stockholders all of the outstanding shares of common stock, par value $0.01 per share, of Ticketmaster Entertainment (the "spin-off"). Ticketmaster Entertainment's businesses include the businesses that formerly comprised IAC's Ticketmaster segment (which, at the time of the spin-off, included IAC's domestic and international ticketing and ticketing related businesses, subsidiaries and investments, and excluded Ticketmaster Entertainment's Reserve America subsidiary and its investment in Active.com). At the time of the spin-off, Ticketmaster Entertainment also included IAC's minority investment in Front Line. On October 29, 2008, the Company acquired additional equity interests in Front Line, giving Ticketmaster Entertainment a controlling interest in Front Line.

        Upon completion of the spin-off (and for a short period prior to that, on a "when issued" basis), Ticketmaster Entertainment shares began trading on The Nasdaq Global Select Market ("NASDAQ") under the symbol "TKTM." In conjunction with the spin-off, Ticketmaster Entertainment completed the following transactions: (1) extinguished all intercompany receivable balances due from IAC and its subsidiaries, which totaled $604.4 million, by recording a non-cash distribution to IAC, (2) recapitalized the invested equity balance with common stock, whereby holders of IAC stock received one fifth of a share of Ticketmaster Entertainment common stock for each share of common and class B common stock of IAC held, as described in our Post Effective Amendment No. 1 to Form S-1 (Commission File Number 333-152702) filed with the Securities and Exchange Commission ("SEC") on August 20, 2008, and (3) distributed $752.9 million in cash to IAC in connection with Ticketmaster Entertainment's separation from IAC, which included the net proceeds of $723.6 million from a combination of privately issued debt securities and bank borrowings. Refer to Note 5—Long-Term Debt.

Pending Merger with Live Nation

        On February 10, 2009, the Company entered into a definitive agreement to merge with Live Nation, Inc. ("Live Nation") in a stock transaction pursuant to which the Company will merge with and into an indirect, wholly-owned subsidiary of Live Nation ("Merger Sub"), with Merger Sub continuing as the surviving entity and an indirect, wholly-owned subsidiary of Live Nation and Live Nation

5

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION (Continued)

continuing as the public parent of the combined companies (the "Merger"). Pursuant to the terms of the merger agreement (the "Merger Agreement"), the aggregate number of shares of Live Nation common stock that the holders of securities representing 100% of the voting power of the Company's equity interests issued and outstanding immediately prior to the consummation of the Merger are entitled to receive in the Merger will represent 50.01% of the total voting power of the Live Nation equity interests issued and outstanding immediately following the consummation of the Merger. The Merger requires, among other customary closing conditions, approval by a majority of the outstanding shares of the Company's common stock and Series A Preferred Stock, voting together as a single class, approval by a majority of the shares of Live Nation's common stock, represented in person or by proxy, domestic and foreign regulatory approvals, and receipt of the necessary consent of lenders party to the Company's credit facility to allow the facility to remain in effect after the consummation of the Merger with no default or event of default thereunder resulting from the Merger, which consent was obtained in May 2009.

Basis of Presentation

        These interim unaudited consolidated financial statements present our results of operations, financial position, temporary equity and equity, comprehensive income and cash flows on a consolidated basis. The consolidated financial statements include Ticketmaster Entertainment's investment in Front Line, which was consolidated beginning on October 29, 2008, when the Company increased its ownership interest from 39.4% to 82.3% (approximately 75% on a diluted basis). Prior to October 29, 2008, the investment in Front Line was accounted for using the equity method of accounting.

        We prepared the interim unaudited consolidated financial statements from the historical results of operations and historical basis of the assets and liabilities of Ticketmaster Entertainment with the exception of income taxes. We computed income taxes using our stand-alone tax rate. Our income tax payable as well as deferred tax assets and liabilities represent the estimated impact of filing a consolidated income tax return with IAC through the spin-off, and filing a stand-alone consolidated income tax return thereafter.

        Until the spin-off, we recorded expense allocations from IAC, which consisted of certain IAC general corporate overhead expenses, based on the ratio of our revenue as a percentage of IAC's total revenue. The general corporate overhead allocations primarily included expenses relating to accounting, treasury, legal, tax, corporate support, human resource functions and internal audit. Since the spin-off, we have been performing these functions using our own resources or purchased services, including services purchased from IAC pursuant to the transitional services agreement among IAC and the Spincos.

        Interim results are not necessarily indicative of the results that may be expected for a full year. You should read these interim unaudited consolidated financial statements and notes in conjunction with our audited consolidated financial statements and notes for the year ended December 31, 2008, which are included in our Form 10-K, as amended.

        The historical September 30, 2008 unaudited financial statements are based on certain assumptions about Ticketmaster Entertainment as a stand-alone company. Our management believes the assumptions underlying the historical consolidated financial statements of Ticketmaster Entertainment are reasonable. However, this financial information does not necessarily reflect what the historical

6

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION (Continued)

financial position, results of operations and cash flows of Ticketmaster Entertainment would have been if Ticketmaster Entertainment had been a stand-alone company during the entire period presented.

        The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for audited financial statements. In the opinion of Ticketmaster Entertainment's management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

        We have evaluated all subsequent events through November 9, 2009, the date the financial statements were issued.

Reclassifications

        Certain amounts in the prior year's financial statements and notes have been reclassified to conform to the current-year presentation.

NOTE 2—SUMMARY OF ACCOUNTING STANDARDS

Recently Adopted Accounting Standards

FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles

        Effective July 1, 2009, the Financial Accounting Standards Board (the "FASB") issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 ("SFAS No. 168"). Under SFAS No. 168, the historical GAAP hierarchy was eliminated and the Accounting Standards Codification ("ASC") became the single official source of authoritative, non-governmental GAAP, other than guidance issued by the SEC. All other literature became non-authoritative. SFAS No. 168 became effective for financial statements issued for interim and annual periods ending after September 15, 2009. It has been codified within ASC 105, Generally Accepted Accounting Principles ("Topic 105"). Ticketmaster Entertainment adopted Topic 105 in the third quarter of 2009. Since Topic 105 does not change GAAP, the standard did not impact the Company's financial statements.

Disclosures by Public Entities about Transfers of Financial Assets and Interests in Variable Interest Entities

        In December 2008, the FASB issued FASB Staff Position ("FSP") No. FAS 140-4 and FASB Interpretation ("FIN") 46(R)-8, Disclosures by Public Entities about Transfers of Financial Assets and Interests in Variable Interest Entities ("FSP No. FAS 140-4" and "FIN 46(R)-8"). FSP No. FAS 140-4 and FIN 46(R)-8 require additional disclosures about an entity's involvement with variable interest entities and transfers of financial assets. Ticketmaster Entertainment adopted FSP No. FAS 140-4 and FIN 46(R)-8 on January 1, 2009, and the standards did not have a material impact on the Company's consolidated financial statements. Following the effective date of the ASC, FSP No. FAS 140-4 and FIN 46(R)-8 were both codified within ASC 810, Consolidation ("Topic 810"), and ASC 860, Transfers and Servicing.

7

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF ACCOUNTING STANDARDS (Continued)

Equity Method Investment Accounting Considerations

        In November 2008, the FASB ratified the Emerging Issues Task Force ("EITF") consensus on Issue No. 08-6, Equity Method Investment Accounting Considerations ("EITF 08-6") which addresses certain effects of ASC 805, Business Combinations ("Topic 805"), and Topic 810 on an entity's accounting for equity-method investments. The consensus indicates, among other things, that transaction costs for an investment should be included in the cost of the equity-method investment (and not expensed) and shares subsequently issued by the equity-method investee that reduce the investor's ownership percentage should be accounted for as if the investor had sold a proportionate share of its investment, with gains or losses recorded through earnings. Ticketmaster Entertainment adopted EITF 08-6 on January 1, 2009, and the standard did not have a material impact on the Company's consolidated financial statements. Following the effective date of the ASC, EITF 08-06 was codified within ASC 323, Investments—Debt and Equity Securities.

Accounting for Defensive Intangible Assets

        In November 2008, the FASB ratified the EITF consensus on Issue No. 08-7, Accounting for Defensive Intangible Assets ("EITF 08-7"). EITF 08-7 addresses the accounting for an intangible asset acquired in a business combination or asset acquisition that an entity does not intend to use or intends to hold to prevent others from obtaining access (a defensive intangible asset). Under EITF 08-7, a defensive intangible asset would need to be accounted for as a separate unit of accounting and would be assigned a useful life based on the period over which the asset diminishes in value. Ticketmaster Entertainment adopted EITF 08-7 on January 1, 2009, and the standard did not have a material impact on the Company's consolidated financial statements. Following the effective date of the ASC, EITF 08-07 was codified within ASC 350, Intangibles—Goodwill and Others ("Topic 350"), and Topic 805.

Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities

        In June 2008, the FASB issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities ("FSP No. EITF 03-6-1"). FSP No. EITF 03-6-1 clarifies that share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities and included in the calculation of basic EPS. Ticketmaster Entertainment adopted FSP No. EITF 03-6-1 on January 1, 2009, and the standard did not have a material impact on the Company's consolidated financial statements. Following the effective date of the ASC, FSP No. EITF 03-6-1 was codified within ASC 260, Earnings Per Share ("Topic 260").

Determination of the Useful Life of Intangible Assets

        In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets ("FSP No. FAS 142-3"). FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. Ticketmaster Entertainment adopted FSP No. FAS 142-3 on January 1, 2009 on a prospective basis, and the standard did not have a material impact on the Company's consolidated financial statements. Following the effective date of the ASC, FSP No. FAS 142-3 was codified within ASC 275, Risks and Uncertainties, and Topic 350.

8

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF ACCOUNTING STANDARDS (Continued)

Disclosures about Derivative Instruments and Hedging Activities

        In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 ("SFAS No. 161"). SFAS No. 161 requires enhanced disclosures on an entity's derivative and hedging activities. Entities are required to provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedging items are accounted for and (iii) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. Ticketmaster Entertainment adopted SFAS No. 161 on January 1, 2009. Because SFAS No. 161 amends only the disclosure requirements for derivative instruments and hedged items, the adoption of SFAS No. 161 did not have a material impact on the Company's consolidated financial statements. Following the effective date of the ASC, SFAS No. 161 was codified within ASC 815, Derivatives and Hedging.

Noncontrolling Interests in Consolidated Financial Statements

        In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 ("SFAS No. 160"). SFAS No. 160 changes the accounting and reporting for noncontrolling interests. Noncontrolling interests will be reported as a component of equity separate from the parent's equity, and purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the Consolidated Statements of Operations and upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No. 160 is applied prospectively, except for the presentation and disclosure requirements, which are applied retrospectively for all periods presented. Ticketmaster Entertainment adopted SFAS No. 160 on January 1, 2009. Following the effective date of the ASC, SFAS No. 160 was codified within Topic 810.

        As a result of the adoption, we have reclassified certain noncontrolling interests from liabilities to a component of equity. In accordance with Topic 810, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of equity. Since the noncontrolling interests held by third parties in certain consolidated subsidiaries are exercisable outside the control of the Company, these interests are classified as a component of temporary equity in the accompanying Consolidated Balance Sheets.

Business Combinations

        In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS No. 141(R)"), which replaces SFAS No. 141, Business Combinations. SFAS No. 141(R) establishes revised principles and requirements for the recognition and measurement of assets and liabilities in a business combination. SFAS No. 141(R) requires (i) recognition of 100% of the fair values of acquired assets, including goodwill, and assumed liabilities upon obtaining control, (ii) contingent consideration to be accounted for at fair value at the acquisition date, (iii) transaction costs to be expensed as incurred, (iv) pre-acquisition contingencies to be accounted for at the acquisition date at fair value and (v) costs of a plan to exit an activity or terminate or relocate employees to be accounted for as post combination costs. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008, and early adoption was prohibited. SFAS No. 141(R) requires prospective application for all acquisitions

9

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF ACCOUNTING STANDARDS (Continued)

after the adoption date. The Company expects SFAS No. 141(R) to have an impact on how acquisitions are reflected in the consolidated financial statements, but the timing, nature and magnitude of the specific effects will depend on the nature, terms and size of future acquisitions that the Company consummates. As of December 31, 2008, approximately $0.6 million of transaction costs related to transactions not consummated were capitalized and included in prepaid expenses and other current assets. These costs were expensed during the first quarter of 2009.

        Additionally, for business combinations for which the acquisition date occurs prior to the effective date of SFAS No. 141(R), the acquirer is required to apply the requirements of ASC 740, Income Taxes ("Topic 740"), as amended by SFAS No. 141(R), prospectively. After the effective date of SFAS No. 141(R), changes in the valuation allowance for acquired deferred tax assets and dispositions of uncertain income tax positions must be recognized as an adjustment to income tax expense, rather than through goodwill. The impact of the adoption of SFAS No. 141(R) on the Company's consolidated financial statements will largely be dependent on the size and nature of the business combinations completed after January 1, 2009. Following the effective date of the ASC, SFAS No. 141(R) was codified within Topic 805.

        In April 2009 the FASB issued FSP No. FAS 141(R)-1 Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies ("FSP No. 141(R)-1"). FSP No. 141(R)-1 amends the provisions in SFAS No. 141(R) for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. FSP No. 141(R)-1 eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in SFAS No. 141(R), and instead carries forward most of the provisions in SFAS No. 141 for acquired contingencies. FSP No. 141(R)-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Ticketmaster Entertainment adopted FSP141(R)-1 on January 1, 2009, and the standard did not have a material impact on the Company's consolidated financial statements. Following the effective date of the ASC, FSP No. 141(R)-1 was codified within Topic 805.

Accounting by Lessees for Maintenance Deposits

        In June 2008, the FASB issued EITF Issue No. 08-3, Accounting by Lessees for Maintenance Deposits ("EITF 08-3"). EITF 08-3 concluded that maintenance deposits should be considered a deposit when paid to the lessor if it is probable that the deposits will be refunded to the lessee. The cost of maintenance activities should be expensed or capitalized by the lessee, as appropriate, when the underlying maintenance is performed. If it is less than probable that a maintenance deposit will be refunded to the lessee, the deposit is recognized as additional rent expense. EITF 08-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Ticketmaster Entertainment adopted EITF 08-3 on January 1, 2009, and the standard did not have an impact on the Company's consolidated financial statements. Following the effective date of the ASC, EITF 08-3 was codified within ASC 840, Leases.

10

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF ACCOUNTING STANDARDS (Continued)

Subsequent Events

        In May 2009, the FASB issued SFAS No. 165, Subsequent Events ("SFAS No. 165"). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, SFAS No. 165 sets forth the following: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other applicable U.S. generally accepted accounting principles that provide different guidance on the accounting treatment for subsequent events or transactions. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009, but should be applied on a prospective basis. Ticketmaster Entertainment adopted SFAS No. 165 in the second quarter of 2009, and the standard did not have a material impact on the Company's consolidated financial statements and disclosures. Following the effective date of the ASC, SFAS No. 165 was codified within ASC 855, Subsequent Events.

Fair Value Accounting

        In April 2009, the FASB issued FSP No. FAS 107-1 and Accounting Principles Board Opinion ("APB") No. 28-1, Interim Disclosures about Fair Value of Financial Instruments ("FSP No. FAS 107-1 and APB No. 28-1"). FSP FAS No. 107-1 and APB No. 28-1 amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about the fair value of financial instruments for interim reporting periods ending after June 15, 2009. This FSP also amends APB No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim financial periods. Ticketmaster Entertainment adopted FSP FAS No. 107-1 and APB No. 28-1 in the second quarter of 2009, and the standard did not have an impact on the Company's financial statement disclosures. Following the effective date of the ASC, FSP FAS No. 107-1 and APB No. 28-1 was codified within ASC 825, Financial Instruments.

Recent Accounting Pronouncements

Variable Interest Entities

        In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) ("SFAS No. 167"). This statement amends certain requirements of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities. Among other accounting and disclosure requirements, SFAS No. 167 replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. The Company will adopt SFAS No. 167 in its first annual and interim reporting periods beginning after November 15, 2009. The Company is evaluating the impact of SFAS No. 167 on the Company's consolidated financial statements.

11

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF ACCOUNTING STANDARDS (Continued)

Fair Value Accounting

        In August 2009, the FASB issued ASU No. 2009-5, which amends ASC 820, Fair Value Measurements and Disclosures ("Topic 820") as it relates to the fair value measurement of liabilities. ASU No. 2009-5 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value utilizing one or more of the following techniques: (1) a valuation technique that uses the quoted market price of an identical liability or similar liabilities when traded as assets; or (2) another valuation technique that is consistent with the principles of Topic 820, such as a present value technique. The Company will adopt ASU No. 2009-5 in its first interim reporting period beginning after August 26, 2009. The Company is evaluating the impact of ASU No. 2009-5 on the Company's consolidated financial statements.

NOTE 3—SEGMENT INFORMATION

        The overall concept employed by Ticketmaster Entertainment in determining its operating segments is to present the financial information in a manner consistent with how our chief operating decision maker manages our business, makes operating decisions and evaluates operating performance. Operating segments are consolidated for reporting purposes if they have similar economic characteristics and meet the aggregation criteria of ASC 280, Segment Reporting ("Topic 280").

        Prior to the acquisition of a controlling interest in Front Line, Ticketmaster Entertainment had one operating segment in accordance with its internal management structure and based upon how the chief operating decision maker viewed the business, its organizational structure and the type of service provided, which primarily was online and offline ticketing services.

        After the October 29, 2008 acquisition of a controlling interest in Front Line, based upon changes in the internal management structure and how the chief operating decision maker viewed the business, the Company began reporting two segments: Ticketing and Artist Services.

        The Ticketing segment is primarily an agency business that sells tickets for events on behalf of our clients and retains a convenience charge and order processing fee for our services. We sell tickets through a combination of websites, telephone services and ticket outlets.

        The Artist Services segment primarily provides management services to music recording artists in exchange for a commission on the earnings of these artists. Artist Services also sells merchandise associated with musical artists at live musical performances, to retailers and directly to consumers via a website.

        Revenue and expenses earned and charged between segments are eliminated in consolidation. Corporate expenses, interest income, interest expense, equity in income of unconsolidated affiliates, net loss attributable to noncontrolling interests, and other income (expense) and income tax expense are

12

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3—SEGMENT INFORMATION (Continued)

managed on a total company basis. Corporate expenses primarily include compensation and other employee costs (including stock-based compensation), outside services and professional fees.

			Three Months Ended September 30,				Nine Months Ended September 30,
			2009		2008		2009		2008
			(In thousands)
Revenue:
	Ticketing		$	292,138	$	339,201	$	943,065	$	1,070,551
	Artist Services			56,388		—		134,333		—
		Total revenue	$	348,526	$	339,201	$	1,077,398	$	1,070,551

			Three Months Ended September 30,						Nine Months Ended September 30,
			2009			2008			2009			2008
			(In thousands)
Operating income:
	Ticketing		$	41,675		$	52,044		$	139,250		$	176,998
	Artist Services			5,108			—			(396	)		—
	Corporate and unallocated			(25,612	)		(25,189	)		(77,361	)		(63,176	)
		Total operating income	$	21,171		$	26,855		$	61,493		$	113,822

			Three Months Ended September 30,						Nine Months Ended September 30,
			2009			2008			2009			2008
			(In thousands)
Adjusted EBITDA(a):
	Ticketing		$	62,732		$	75,626		$	206,718		$	248,196
	Artist Services			19,588			—			37,690			—
	Corporate and unallocated			(22,520	)		(18,336	)		(69,290	)		(49,260	)
		Total Adjusted EBITDA	$	59,800		$	57,290		$	175,118		$	198,936

			Nine Months Ended September 30,
			2009		2008
			(In thousands)
Capital expenditures:
	Ticketing		$	32,795	$	31,913
	Artist Services			426		—
	Corporate and unallocated			2,793		5,101
		Total capital expenditures	$	36,014	$	37,014

13

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3—SEGMENT INFORMATION (Continued)

        The following table reconciles Adjusted EBITDA for the Company's reportable segments to Net income attributable to Ticketmaster Entertainment, Inc.:

		Three Months Ended September 30, 2009
		Adjusted EBITDA(a)			Non-cash and stock-based compensation expense			Amortization of intangibles			Depreciation expense			Operating income
		(In thousands)
Ticketing		$	62,732		$	(996	)	$	(6,813	)	$	(13,248	)	$	41,675
Artist Services			19,588			(3,536	)		(10,814	)		(130	)		5,108
Corporate and unallocated			(22,520	)		(2,299	)		—			(793	)		(25,612	)
	Total	$	59,800		$	(6,831	)	$	(17,627	)	$	(14,171	)		21,171
Other expense, net															(9,707	)
Earnings before income taxes and noncontrolling interests															11,464
Income tax provision															(2,193	)
Net income															9,271
	Plus: Loss attributable to noncontrolling interests, net														3,822
Net income attributable to Ticketmaster Entertainment, Inc.														$	13,093

		Three Months Ended September 30, 2008
		Adjusted EBITDA(a)			Non-cash and stock-based compensation expense			Amortization of intangibles			Depreciation expense			Operating income
		(In thousands)
Ticketing		$	75,626		$	(2,957	)	$	(8,268	)	$	(12,357	)	$	52,044
Corporate and unallocated			(18,336	)		(5,993	)		—			(860	)		(25,189	)
	Total	$	57,290		$	(8,950	)	$	(8,268	)	$	(13,217	)		26,855
Other expense, net															(3,787	)
Earnings before income taxes and noncontrolling interests															23,068
Income tax provision															(13,335	)
Net income															9,733
	Less: Income attributable to noncontrolling interests, net														(118	)
Net income attributable to Ticketmaster Entertainment, Inc.														$	9,615

14

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3—SEGMENT INFORMATION (Continued)

		Nine Months Ended September 30, 2009
		Adjusted EBITDA(a)			Non-cash and stock-based compensation expense			Amortization of intangibles			Depreciation expense			Operating income
		(In thousands)
Ticketing		$	206,718		$	(3,347	)	$	(26,229	)	$	(37,892	)	$	139,250
Artist Services			37,690			(10,375	)		(27,313	)		(398	)		(396	)
Corporate and unallocated			(69,290	)		(5,711	)		—			(2,360	)		(77,361	)
	Total	$	175,118		$	(19,433	)	$	(53,542	)	$	(40,650	)		61,493
Other expense, net															(36,487	)
Earnings before income taxes and noncontrolling interests															25,006
Income tax provision															(7,914	)
Net income															17,092
	Plus: Loss attributable to noncontrolling interests, net														10,127
Net income attributable to Ticketmaster Entertainment, Inc.														$	27,219

		Nine Months Ended September 30, 2008
		Adjusted EBITDA(a)			Non-cash and stock-based compensation expense			Amortization of intangibles			Depreciation expense			Operating income
		(In thousands)
Ticketing		$	248,196		$	(8,676	)	$	(28,671	)	$	(33,851	)	$	176,998
Corporate and unallocated			(49,260	)		(11,667	)		—			(2,249	)		(63,176	)
	Total	$	198,936		$	(20,343	)	$	(28,671	)	$	(36,100	)		113,822
Other expense, net															(6,815	)
Earnings before income taxes and noncontrolling interests															107,007
Income tax provision															(43,010	)
Net income															63,997
	Plus: Loss attributable to noncontrolling interests, net														1,337
Net income attributable to Ticketmaster Entertainment, Inc.														$	65,334

(a)

Our primary operating metric for evaluating segment performance is Adjusted Earnings before Interest, Income Taxes, Depreciation and Amortization ("Adjusted EBITDA"), which is defined as Operating income excluding, if applicable: (1) depreciation expense, (2) non-cash and stock-based compensation expense, (3) amortization and impairment of intangibles, (4) goodwill or other impairments, (5) pro forma adjustments for significant acquisitions, fair value adjustments to contingent consideration and compensation expense associated with significant transactions or the Merger with Live Nation and (6) one-time items. Ticketmaster Entertainment believes this measure is useful to investors because it represents its consolidated operating results excluding the effects of non-cash expenses. The Adjusted EBITDA metric was referred to as Adjusted Operating Income in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

15

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3—SEGMENT INFORMATION (Continued)

Adjusted EBITDA has certain limitations in that it does not take into account the impact to Ticketmaster Entertainment's Consolidated Statements of Operations of certain expenses, including acquisition-related accounting. Ticketmaster Entertainment endeavors to compensate for the limitations of the supplemental measure presented by providing the comparable GAAP measure with equal or greater prominence, financial statements prepared in accordance with generally accepted accounting principles, and descriptions of the reconciling items, including quantifying such items, to derive the supplemental measure.

        The Ticketing segment's largest client through 2008, Live Nation (including its subsidiary, House of Blues), represented approximately 3% and 16% of Ticketmaster Entertainment's consolidated revenue for the three months ended September 30, 2009 and 2008, respectively. Live Nation represented approximately 6% and 16% of the Company's consolidated revenue for the nine months ended September 30, 2009 and 2008, respectively.

NOTE 4—INCOME TAXES

        Ticketmaster Entertainment calculates its interim income tax provision in accordance with Subtopic 270, Interim Reporting, of Topic 740. At the end of each interim period, the Company makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date earnings or loss. The tax or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, or judgment on the realizability of a beginning-of-the-year deferred tax asset in future years is recognized in the interim period in which the change occurs.

        The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter. Included in the income tax provision for the three months ended September 30, 2009 is a benefit of $1.4 million due to a change in the estimated annual effective tax rate from that used in the second quarter.

        For the three and nine months ended September 30, 2009, the Company recorded a tax provision of $2.2 million and $7.9 million, respectively, which represent effective tax rates of 19% and 32%, respectively. The tax rate for the three months ended September 30, 2009 is lower than the federal statutory rate of 35% due principally to foreign income taxed at lower rates including the effects of our international restructuring and net adjustments related to the reconciliation of provision accruals to tax returns, partially offset by losses in foreign jurisdictions for which no tax benefit can be recognized and partnership flow-through losses attributable to noncontrolling interests. The tax rate for the nine months ended September 30, 2009 is lower than the federal statutory rate of 35% due principally to foreign income taxed at lower rates including the effects of our international restructuring, net adjustments related to the reconciliation of provision accruals to tax returns, foreign tax credits related to foreign dividends and deductible payments made in connection with a dividend, partially offset by

16

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—INCOME TAXES (Continued)

losses in foreign jurisdictions for which no tax benefit can be recognized, partnership flow-through losses attributable to noncontrolling interests and adjustments to deferred taxes due to newly enacted state tax legislation.

        For the three and nine months ended September 30, 2008, the Company recorded a tax provision of $13.3 million and $43.0 million, respectively, which represent effective tax rates of 58% and 40%, respectively. The tax rate for the three months ended September 30, 2008 is higher than the federal statutory rate of 35% due principally to state and local income taxes, net adjustments related to the reconciliation of provision accruals to tax returns, and losses not benefited in foreign jurisdictions, partially offset by foreign income taxed at lower rates. The tax rate for the nine months ended September 30, 2008 is higher than the federal statutory rate of 35% principally due to state and local income taxes and losses not benefited in foreign jurisdictions, partially offset by foreign income taxed at lower rates.

        As of December 31, 2008 and September 30, 2009, the Company had unrecognized tax benefits of approximately $1.3 million and $4.9 million, respectively. During the three and nine months ended September 30, 2009, the unrecognized tax benefits increased by approximately $1.2 million and $3.6 million, respectively, as a result of historical state tax positions and foreign income tax positions taken in the current year. If unrecognized tax benefits as of September 30, 2009 are subsequently recognized, approximately $4.8 million, net of related deferred tax assets and interest, would reduce income tax provision from continuing operations. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. Included in income tax expense for the three and nine months ended September 30, 2009 is $0.1 million and $0.2 million, respectively, net of related deferred taxes, for interest and penalties on unrecognized tax benefits. At September 30, 2009, the Company has accrued $0.7 million for the payment of interest and penalties.

        The tax sharing agreement between IAC and the Company provides that the impact of the reconciliation of federal and state income taxes, including the effects of certain tax elections made by IAC related to the Company for the 2008 period prior to the spin-off, is the responsibility of IAC. This resulted in a benefit to IAC in the form of a reduction in its federal income tax liability during the third quarter of 2009. As a result, the Company recorded a $5.2 million decrease to additional paid-in capital in the Company's Consolidated Balance Sheet as of September 30, 2009 reflecting a reduction in the amount distributed by IAC to the Company's shareholders in the spin-off. An adjustment may be recorded in the fourth quarter of 2009 upon the reconciliation of IAC's state income tax liability, following the filing of state tax returns, for the period prior to the spin-off.

        By virtue of previously filed separate company tax returns, as well as consolidated tax returns with IAC, Ticketmaster Entertainment is routinely under audit by federal, state, local and foreign income tax authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the amounts recorded for unrecognized tax benefits and the amounts owed by Ticketmaster Entertainment are recorded in the period they become known.

        The IRS is currently examining the IAC consolidated tax returns for the years ended December 31, 2001 through 2006, which include the operations of Ticketmaster Entertainment from January 17, 2003, the date which Ticketmaster Entertainment joined the IAC consolidated tax group.

17

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—INCOME TAXES (Continued)

The statute of limitations for these years has been extended to December 31, 2011. Various IAC consolidated state and local jurisdictions are currently under examination, the most significant of which are California, Florida, New York and New York City, for various tax years after December 31, 2001. Ticketmaster Entertainment's operations were included in these returns from January 17, 2003. These examinations are expected to be completed by late 2009. See Note 14—Related Party Transactions to the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2008, for a description of the tax sharing arrangement with IAC and the Spincos.

        Ticketmaster Entertainment believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $1.4 million within twelve months of the current reporting date due to settlements and expirations of applicable statutes of limitations. An estimate of other changes in unrecognized tax benefits cannot be made, but such other changes are not expected to be significant.

NOTE 5—LONG-TERM DEBT

        The balance of long-term debt is as follows (in thousands):

	September 30, 2009		December 31, 2008
10.75% Senior Notes, due July 28, 2016	$	286,980	$	300,000
2008 Term Loan A, due July 25, 2013		100,000		100,000
2008 Term Loan B, due July 25, 2014		350,000		350,000
2008 Revolver, due July 25, 2013		100,000		115,000
Total	$	836,980	$	865,000

        The 10.75% Senior Notes ("Senior Notes") contain two incurrence-based financial covenants requiring a minimum fixed charge coverage ratio, as defined therein, of 2.0 to 1.0, and a maximum secured indebtedness leverage ratio, as defined therein, of 2.25 to 1.0 in order to incur additional indebtedness, other than permitted debt.

        Term Loan A, Term Loan B and the revolving credit facility (the "Revolver," collectively with Term Loan A and Term Loan B, the "Senior Secured Credit Facilities") bear interest rates per annum based on fixed and variable interest rates specified in the credit agreement governing the Senior Secured Credit Facilities. The interest rates for Term Loan A, Term Loan B and the Revolver at September 30, 2009 were 3.30%, 3.55% and 2.83%, respectively.

        The Senior Secured Credit Facilities have two quarterly financial covenants requiring a maximum total leverage ratio, as defined therein, of 3.50 to 1.00 and a minimum interest coverage ratio, as defined therein, of 3.00 to 1.00. As of September 30, 2009, the Company was in compliance with both of these financial covenants.

18

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5—LONG-TERM DEBT (Continued)

        As of September 30, 2009, the Company's long-term debt has scheduled principal repayments for each of the next five years and thereafter as follows (in thousands):

Years ending December 31,
2009	$	—
2010		—
2011		13,500
2012		18,500
2013		176,750
Thereafter		628,230
Total	$	836,980

        In July 2009, the Company repurchased and retired $13.0 million aggregate principal amount of our Senior Notes. In September 2009, the Company paid down $15.0 million of the outstanding balance under the Revolver.

NOTE 6—EARNINGS PER SHARE

        We compute earnings per share in accordance with Topic 260. We compute basic earnings per share using the weighted average number of common shares outstanding for the period. Under the provisions of Topic 260, basic net income per common share is computed by dividing the net income applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted net income per common share adjusts basic net income per common share for the effects of stock options, restricted stock and other potentially dilutive financial instruments in the periods in which such effect is dilutive.

        The following table presents our basic and diluted earnings per share:

		Three Months Ended September 30,				Nine Months Ended September 30,
		2009		2008		2009		2008
		(In thousands, except for per share data)
Net income attributable to Ticketmaster Entertainment, Inc.:		$	13,093	$	9,615	$	27,219	$	65,334
Net earnings per share available to common stockholders:
	Basic	$	0.23	$	0.17	$	0.47	$	1.16
	Diluted	$	0.22	$	0.17	$	0.46	$	1.16
Weighted average number of shares outstanding:
	Basic		57,358		56,183		57,339		56,175
	Dilutive effect of:
	Options to purchase common stock, restricted stock units and redeemable preferred stock		2,510		199		2,178		66
	Diluted		59,868		56,382		59,517		56,241

        The diluted weighted average common shares outstanding includes the incremental shares that would be issued upon the assumed exercise of stock options, vesting of restricted stock units ("RSUs")

19

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6—EARNINGS PER SHARE (Continued)

and conversion of the Company's Series A convertible redeemable preferred stock if the effect is dilutive.

NOTE 7—TEMPORARY EQUITY AND EQUITY

        Upon the spin-off, IAC common stockholders received one-fifth of a share of Ticketmaster Entertainment common stock for each share of IAC common and IAC class B common stock held.

        Concurrent with its acquisition of a controlling interest in Front Line on October 29, 2008, the Company entered into an employment agreement with Irving Azoff, the Company's new Chief Executive Officer, whereby he received 1,750,000 shares of Ticketmaster Entertainment restricted Series A Convertible Preferred Stock ("Preferred Stock"); 1,000,000 shares of restricted Ticketmaster Entertainment common stock ("Restricted Common Stock"); and an option to purchase 2,000,000 shares of Ticketmaster Entertainment common stock. Subject to, and simultaneously with these grants of Preferred Stock and Restricted Common Stock, the Azoff Family Trust relinquished 25,918 shares of previously issued restricted Front Line common stock and received the Ticketmaster Entertainment Preferred Stock and Restricted Common Stock.

Ticketmaster Entertainment Common Stock and Restricted Stock

        The Company's authorized common stock consists of 300,000,000 shares of common stock, par value $0.01 per share. Subject to prior dividend rights of the holders of any preferred shares, the holders of common stock are entitled to receive dividends, when, and if, declared by the Company's board of directors out of funds legally available for that purpose. The Company has not paid any dividends on its common stock since its common stock began trading on the Nasdaq Stock Market. The Company's Board of Directors has no current plans to pay cash dividends. Each share of common stock is entitled to one vote per share on matters submitted to a vote of stockholders. In the event of any liquidation, dissolution, or winding-up of the Company after the satisfaction in full of the liquidation preferences of holders of any preferred shares, holders of shares of common stock are entitled to ratable distribution of the remaining assets available for distribution to stockholders.

        The Company issued 1,000,000 shares of restricted common stock to the Azoff Family Trust on October 29, 2008. The restricted common stock will vest on the five-year anniversary of the grant date, subject to Mr. Azoff's continued employment with Front Line or Ticketmaster Entertainment, and may vest earlier in certain limited circumstances. The Company recorded $0.4 million and $1.1 million of stock-based compensation expense for the three and nine months ended September 30, 2009, respectively, related to the restricted common stock grant. There was no stock-based compensation expense recorded for this award in the three and nine months ended September 30, 2008.

Series A Convertible Preferred Stock

        The Company's authorized Preferred Stock consists of 25,000,000 shares of Preferred Stock, par value $0.01 per share, of which 2,100,000 shares have been designated Series A Convertible Preferred Stock, par value $0.01. On October 29, 2008, the Company issued 1,750,000 restricted shares of Series A Convertible Preferred Stock to the Azoff Family Trust. The shares of Preferred Stock are entitled to a 3% annual paid in kind dividend, subject to declaration by the Ticketmaster Entertainment board of directors out of funds legally available therefor. The Preferred Stock, which votes on an as converted basis with Ticketmaster Entertainment common stock, will be mandatorily

20

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—TEMPORARY EQUITY AND EQUITY (Continued)

redeemable by Ticketmaster Entertainment at its liquidation preference on the fifth anniversary of its issuance and is convertible at any time prior to redemption into shares of restricted common stock based on a conversion price of $20 per common share. The Preferred Stock (or the restricted common stock, if converted) will vest on the fifth anniversary of the grant date, subject to Mr. Azoff's continued employment with Front Line or Ticketmaster Entertainment and may vest earlier in certain limited circumstances. The Company is recognizing compensation expense over the vesting term. At September 30, 2009, the aggregate amount of unpaid dividends on the Preferred Stock was $1.0 million.

        Due to the nature of the redemption feature and other provisions, the Company classified the Preferred Stock as temporary equity. The Company obtained an independent valuation of $40.0 million for the fair value of the 1,750,000 shares of Preferred Stock in October 2008 valued using an option pricing model. In connection with Ticketmaster Entertainment's acquisition of a controlling interest in Front Line, they were accounted for as an exchange of equity instruments in a business combination in accordance with Topic 718 and the Company recorded $8.8 million as temporary equity representing the vested portion of the fair value based on the requisite service period that had passed. This amount was previously expensed by Front Line prior to the acquisition. In accordance with ASC 480, Distinguishing Liabilities from Equity ("Topic 480"), the Company adjusted additional paid-in-capital by $8.8 million to appropriately record the instrument as temporary equity at the time the grant was awarded outside of permanent equity as redemption of this award is outside the control of Ticketmaster Entertainment. The value of the Preferred Stock attributed to the remaining service period of $31.2 million is being expensed ratably over the future service period from October 2008 through October 2013. Ticketmaster Entertainment recorded $1.6 million and $4.7 million of stock-based compensation expense for the three and nine months ended September 30, 2009, respectively. There was no stock-based compensation expense for the Preferred Stock in the three and nine months ended September 30, 2008.

Redeemable Noncontrolling Interests

        In connection with the acquisition of certain subsidiaries, the Company is party to fair value put arrangements with respect to the common securities that represent the remaining noncontrolling interests of the acquired company or a portion thereof. These put arrangements are exercisable at fair value by the counterparty outside of the control of the Company and are classified as temporary equity in accordance with Topic 480. Accordingly, to the extent the fair value of these redeemable interests exceeds the value determined by normal noncontrolling interests accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional paid-in capital. In instances where the put arrangements held by the noncontrolling interests are not currently redeemable, the Company accretes the changes from book value to the redemption fair value over the period from the date of issuance to the earliest redemption date of the individual securities using the interest method.

        The currently redeemable put arrangements held by the noncontrolling interests of certain subsidiaries of the Company had an estimated redemption fair value of $0.4 million and $1.3 million as of September 30, 2009 and December 31, 2008, respectively. In the third quarter of 2009, Ticketmaster Entertainment exercised the redemption feature related to one of the noncontrolling interests and removed $0.4 million from redeemable noncontrolling interests to other accrued expenses and current liabilities in the Consolidated Balance Sheet as of September 30, 2009 as this represents the Company's estimate of the amount to be paid to the noncontrolling interest.

21

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—TEMPORARY EQUITY AND EQUITY (Continued)

        The Company acquired a controlling interest in Front Line on October 29, 2008, increasing the Company's ownership interest from 39.4% to 82.3%. As of September 30, 2009, 81.17% of the common stock of Front Line held by noncontrolling interests included put arrangements that were not currently redeemable. These shares had an estimated fair value of $51.2 million as of September 30, 2009. The shares held by the noncontrolling interests are redeemable at differing dates as specified in the October 29, 2008 transaction. Per the terms of the transaction, 17,279 shares are redeemable on October 29, 2011, 5,271 shares are redeemable on October 29, 2013 and the remaining 174 shares are redeemable on January 24, 2015; these shares had estimated redemption fair values of $38.9 million, $11.9 million and $0.4 million, respectively, as of September 30, 2009. For the three and nine months ended September 30, 2009, in accordance with Topic 480, the Company has accreted $1.4 million and $8.8 million, respectively, of the change from book value to the redemption fair value using the interest method. There was no accretion for the three and nine months ended September 30, 2008. The carrying value of these common shares, including the recorded accretion, was $32.9 million and $28.9 million as of September 30, 2009 and December 31, 2008, respectively.

        Additionally, the founder of Front Line and the Azoff Family Trust hold options and restricted stock in Front Line that included put arrangements exercisable at the option of the holder on October 29, 2013, subject to vesting. The options and restricted stock had an estimated redemption fair value of $19.3 million as of September 30, 2009. For the three and nine months ended September 30, 2009, in accordance with Topic 480, the Company has accreted $0.3 million and $0.8 million, respectively, of the change from book value to the redemption fair value using the interest method. There was no accretion for the three and nine months ended September 30, 2008. The carrying value of the options and restricted stock, including the recorded accretion, was $3.3 million and $0.6 million as of September 30, 2009 and December 31, 2008, respectively.

        The common stock of two subsidiaries of Front Line held by noncontrolling interests included put arrangements that were not currently redeemable. One put arrangement, redeemable on August 23, 2012, had an estimated redemption fair value of $3.4 million as of September 30, 2009. The remaining put arrangement, which does not have a determinable redemption date, had an estimated redemption fair value of $8.8 million as of September 30, 2009. For both the three and nine months ended September 30, 2009, in accordance with Topic 480, the Company has recorded a fair value adjustment of $0.5 million. There was no accretion for the three and nine months ended September 30, 2008. As of September 30, 2009 and December 31, 2008, the carrying value for these interests was $12.2 million and $11.7 million, respectively.

Noncontrolling Interests

        For 18.83% of the common stock of Front Line held by noncontrolling interests and certain non-wholly owned subsidiaries of Front Line, the common securities held by the noncontrolling interests do not include put arrangements exercisable outside of the control of the Company. As such, these noncontrolling interests are recorded in equity, separate from the Company's own equity in accordance with SFAS No. 160. The carrying value of these noncontrolling interests was $23.5 million and $28.2 million as of September 30, 2009 and December 31, 2008, respectively.

22

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—STOCK-BASED COMPENSATION

        Stock-based compensation expense related to stock options, restricted stock, restricted stock units ("RSUs") and performance stock units ("PSUs") is included in the following line items in the Consolidated Statements of Operations for the three and nine months ended September 30, 2009 and 2008 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Cost of sales	$	99	$	548	$	319	$	1,086
Selling and marketing expense		108		595		346		1,183
General and administrative expense		6,624		7,807		18,768		18,074
Stock-based compensation expense	$	6,831	$	8,950	$	19,433	$	20,343

        During the nine months ended September 30, 2009, under the terms of the Front Line Management Group Inc. Equity Incentive Plan, Front Line granted 4,699 restricted shares of Front Line's common stock with a total grant date fair value of $9.84 million. The values of the restricted stock were based on values of Front Line equity transactions near the grant dates of the restricted stock. The restricted stock awards vest in full either on the fourth anniversary or the third anniversary of the applicable grant date. The awards contain certain mandatory redemption features whereby Front Line is required to purchase vested shares from the grantees at their fair market values on the applicable redemption dates. These grants are classified as liabilities in accordance with Topic 480, since the awards represent an unconditional obligation requiring Front Line to redeem the instruments at future specified dates. We have recorded $0.4 million and $0.9 million of compensation cost during the three and nine months ended September 30, 2009, respectively, related to the Front Line restricted common stock grants. As of September 30, 2009, we have recorded a liability of $1,258,000 in other long term liabilities on the Consolidated Balance Sheet related to these awards.

        During the nine months ended September 30, 2009, the Company granted an aggregate of 2,235,000 stock options with an exercise price of $5.33 per share and an estimated average grant date fair value of approximately $2.31 per share. The fair value of options granted in 2009 was estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used an expected volatility rate of 43.28%, dividend yield of 0%, expected term of 6.25 years and a risk-free interest rate of 1.23%. Volatility was based on the historical volatility of stocks of similar companies since the Company does not have sufficient trading history to reasonably predict its own volatility. The risk-free rate was based on U.S. Treasury yields in effect at the grant date for notes with terms comparable to those of the awards. The Company used the simplified method to estimate the expected term as it does not have sufficient historical exercise data due to the limited period of time its equity shares have been publicly traded. The options vest ratably over four years and have ten year terms. We have recorded $0.3 million and $0.5 million of stock-based compensation cost during the three months and nine months ended September 30, 2009, respectively, related to these option grants.

        During the nine months ended September 30, 2009, the Company granted 113,000 RSUs to certain employees with a grant date fair value of $5.33 per share. The RSUs vest ratably over four years. We have recorded $0.1 million and $0.2 million of stock-based compensation cost during the three months and nine months ended September 30, 2009, respectively, related to these RSU grants.

23

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—STOCK-BASED COMPENSATION (Continued)

        In connection with his appointment to the board, on April 16, 2009, the Company granted 22,000 RSUs to an eligible non-employee member of its Board of Directors with a grant date fair value of $4.58 per share and which vest ratably over two years.

NOTE 9—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Equity Investments

        At September 30, 2009 and December 31, 2008, Ticketmaster Entertainment's equity investments in unconsolidated affiliates totaled $8.5 million and $12.9 million, respectively, and are included in Long-term investments in the Consolidated Balance Sheets.

        On October 29, 2008, Ticketmaster Entertainment acquired additional interests in Front Line from certain stockholders of Front Line for an aggregate purchase price of $123.0 million. On this same date, the Company also acquired equity interests in Front Line in a transaction that, for accounting purposes, was treated as an exchange by a trust controlled by Mr. Azoff of certain Front Line equity awards for certain Ticketmaster Entertainment equity awards. The Company acquired additional ownership interests of 42.9%, in the aggregate, resulting in a controlling interest in Front Line of 82.3% (approximately 74% on a diluted basis). Ticketmaster Entertainment's 39.4% ownership interest in Front Line prior to the acquisition was accounted for under the equity method of accounting. Income related to the investment in Front Line, which totaled $3.4 million and $2.0 million in the three and nine months ended September 30, 2008, respectively, are included in equity in income of unconsolidated affiliates in the Consolidated Statements of Operations. The results of Front Line were consolidated with Ticketmaster Entertainment effective October 29, 2008.

        On September 25, 2009, Ticketmaster Entertainment sold its 25% interest in iLike.com, Inc. to MySpace, Inc. for $7.9 million. The Company recognized a gain of $2.9 million on the sale of the investment. The gain is reflected in other income (expense) line item in the Consolidated Statements of Operations for the three and nine months ended September 30, 2009.

        The following is a list of investments accounted for under the equity method, the principal market in which the investee operates, and the relevant ownership percentage at September 30, 2009 and December 31, 2008:

	September 30, 2009		December 31, 2008
iLike.com, Inc. (United States)		—		25.0%
Beijing Gehua Ticketmaster Ticketing Co., Ltd. (China)		40.0%		40.0%
TM Mexico (Mexico)		33.3%		33.3%

24

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9—INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Continued)

        The summarized aggregated financial information of Ticketmaster Entertainment's equity investments is as follows (in thousands):

	Nine Months Ended September 30,
	2009		2008
Net sales	$	27,505	$	165,016
Gross profit		20,274		97,037
Net income		7,046		5,848

        The summarized aggregated financial information for the nine months ended September 30, 2008 includes Ticketmaster Entertainment's investment in Front Line which, prior to October 29, 2008, was accounted for under the equity method of accounting.

Cost Investments

        In December 2006, Ticketmaster Entertainment acquired a 15% in Broadway China Ventures ("BCV"), a partnership formed to produce Broadway musicals in China. As of June 30, 2009, the investment balance accounted for on a cost basis was $4.7 million. As of September 30, 2009, Ticketmaster Entertainment determined that the investment in BCV had suffered an other than temporary impairment loss after giving consideration to, among other things, BCV's negative financial and operational condition. Accordingly, Ticketmaster Entertainment recorded an other than temporary impairment loss of $3.8 million to reduce the equity investment in BCV to its estimated fair value as of September 30, 2009. The other than temporary impairment loss is reflected in other income (expense) line item in the Consolidated Statement of Operations for the three and nine months ended September 30, 2009.

NOTE 10—COMPREHENSIVE INCOME

        The components of comprehensive income (loss), net of tax, are as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Net income	$	9,271		$	9,733		$	17,092		$	63,997
Foreign currency translation		7,944			(21,101	)		19,645			(6,416	)
Total Comprehensive income (loss)		17,215			(11,368	)		36,737			57,581
Loss (income) attributable to noncontrolling interests, net		3,822			(118	)		10,127			1,337
Foreign currency translation		(43	)		57			(43	)		(18	)
Comprehensive loss (income) attributable to noncontrolling interets		3,779			(61	)		10,084			1,319
Comprehensive income (loss) attributable to Ticketmaster Entertainment, Inc.	$	20,994		$	(11,429	)	$	46,821		$	58,900

        Accumulated other comprehensive income as of September 30, 2009 and September 30, 2008 is solely related to foreign currency translation.

25

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11—RELATED PARTY TRANSACTIONS

        Prior to the spin-off, our operating expenses included allocations from IAC for accounting, treasury, legal, tax, corporate support, human resource functions, and internal audit functions. These expenses were allocated based on the ratio of Ticketmaster Entertainment's revenue as a percentage of IAC's total revenue. The Company believes that the allocation methods used by IAC were reasonable. Expense allocations from IAC were zero and $1.8 million for the three and nine months ended September 30, 2008, respectively, and are included in general and administrative expense in our Consolidated Statements of Operations for the periods. The expense allocations from IAC ceased upon consummation of the spin-off.

        Ticketmaster Entertainment occupies office space in buildings in Los Angeles and New York City that are currently owned by IAC. Related rental expense charged to Ticketmaster Entertainment by IAC totaled $0.8 million and $0.7 million for the three months ended September 30, 2009 and 2008, respectively, and $2.6 million and $2.0 million for the nine months ended September 30, 2009 and 2008, respectively.

        During the second quarter of 2008, the Company recorded an $8.3 million cumulative interest charge from IAC. The portion of interest expense reflected in the Company's Consolidated Statements of Operations that was intercompany in nature was zero and $8.3 million for the three and nine months ended September 30, 2008, respectively. For the three and nine months ended September 30, 2008, interest income reflected in the Company's Consolidated Statements of Operations included $3.4 million and $7.1 million, respectively, of interest income for intercompany interest receivable from IAC. The intercompany receivable from IAC was extinguished upon consummation of the spin-off.

Relationship between IAC and Ticketmaster Entertainment after the spin-off

        For purposes of governing certain of the ongoing relationships between IAC and Ticketmaster Entertainment at and after the spin-off, and to provide for an orderly transition, IAC and Ticketmaster Entertainment and the other Spincos entered into a separation agreement and a tax sharing agreement, among other agreements.

        IAC and Ticketmaster Entertainment currently continue, and for the foreseeable future expect to continue, to work together pursuant to a variety of commercial relationships. In connection with the spin-off, IAC and Ticketmaster Entertainment entered into various commercial agreements between subsidiaries of IAC, on the one hand, and subsidiaries of Ticketmaster Entertainment, on the other hand, many of which memorialized (in most material respects) pre-existing arrangements in effect prior to the spin-off and all of which were negotiated at arm's length.

Agreements with Liberty Media Corporation

        In connection with the spin-off, the Company assumed from IAC all of IAC's rights and obligations relating to Ticketmaster Entertainment under a Spinco Agreement between IAC and Liberty, providing for post-spin-off governance arrangements at the Company. As of February 10, 2009, Liberty beneficially owned approximately 29.1% of the outstanding shares of common stock of the Company. Refer to the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2008 for a summary of the material terms of those governance agreements and related matters.

26

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11—RELATED PARTY TRANSACTIONS (Continued)

Liberty/Live Nation Stockholder Agreement

        In connection with Ticketmaster Entertainment entering into the Merger Agreement with Live Nation, pursuant to which the Merger is pending, Ticketmaster Entertainment entered into a certain Stockholder Agreement among Live Nation, Liberty, Liberty USA Holdings, LLC and Ticketmaster Entertainment, dated February 10, 2009 (the "Liberty Stockholder Agreement") regarding certain corporate governance rights, designation rights and registration rights with respect to the Live Nation common stock to be received by Liberty in the Merger. Among other things, subject to certain restrictions and limitations set forth in the Liberty Stockholder Agreement, Liberty will have the right, following the closing of the Merger, to nominate up to two directors to serve on the Live Nation board of directors. In addition, if Liberty designates two directors to the Live Nation board of directors, one of them must meet the independence standards of the NYSE with respect to Live Nation, and Liberty would have the right to designate one of its nominees to serve on the Audit Committee and one nominee to serve on the Compensation Committee of the Live Nation board of directors, subject to such designee's satisfaction of the applicable standards for service on such committees. The Liberty Stockholder Agreement also contains provisions relating to limitations on the ownership of Live Nation equity securities by Liberty and its affiliates following the Merger and on transfers of Live Nation equity securities and rights and obligations under the Liberty Stockholder Agreement following the Merger.

Relationships Involving Executives

        In connection with Ticketmaster Entertainment's entering into the Merger Agreement on February 10, 2009, Ticketmaster Entertainment entered into a letter agreement with Mr. Azoff, Chief Executive Officer of Ticketmaster Entertainment, pursuant to which Ticketmaster Entertainment agreed, prior to the consummation of the Merger, to redeem the shares of Ticketmaster Entertainment series A convertible redeemable preferred stock held by or on behalf of Mr. Azoff for a note (i) having terms comparable to the Ticketmaster Entertainment series A convertible redeemable preferred stock (except that the note will not be convertible into shares of Ticketmaster Entertainment common stock) and (ii) resulting in legal, economic and tax treatment that, in the aggregate, will be no less favorable to Mr. Azoff than such treatment with respect to the Ticketmaster Entertainment series A convertible redeemable preferred stock. The form of the note was agreed to in October in connection with the entry into Mr. Azoff's new employment agreement.

        In April 2009, the Board of Directors of Front Line declared a dividend in the amount of $115.74844 per share of Front Line common stock payable in cash to the holders of record of Front Line common stock. This dividend totaled $20.1 million and was paid in April 2009. The Azoff Family Trust of 1997, of which Mr. Azoff, Ticketmaster Entertainment's Chief Executive Officer, is co-Trustee, received a pro rata portion of this dividend totaling $3.0 million with respect to the 25,918.276 shares of Front Line common stock held by the trust. Mr. Azoff, pursuant to the terms of a restricted share grant agreement, also may be entitled to certain gross-up payments from Front Line associated with distributions made on the unvested portion of his restricted Front Line common shares for the difference between ordinary income and capital gains tax treatment. Such payments to Mr. Azoff were $0.7 million related to the April 2009 Front Line dividend. The amount of the pro rata dividend paid to FLMG Holdings Corp. ("FLMG") and TicketWeb, LLC (wholly-owned subsidiaries of Ticketmaster Entertainment that hold Ticketmaster Entertainment's interest in Front Line), was $15.0 million. Prior to the payment of the dividend, FLMG made a loan to Front Line in the amount of $20.0 million,

27

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11—RELATED PARTY TRANSACTIONS (Continued)

evidenced by a promissory note from Front Line to FLMG with a principal amount of $20.0 million and bearing interest at a rate of 4.5%, payable no later than six months from the date of issuance. A portion of the proceeds from the note was used, together with cash on hand at Front Line, to pay the dividend. The $20.0 million note and accumulated interest were repaid to FLMG in the third quarter of 2009.

        For a further discussion of related party relationships, see Item 13 of the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

NOTE 12—COMMITMENTS AND CONTINGIENCIES

        In the ordinary course of business, Ticketmaster Entertainment is a party to various legal proceedings. Ticketmaster Entertainment establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where it believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that an unfavorable resolution of claims against Ticketmaster Entertainment, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of Ticketmaster Entertainment, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. It is possible that an unfavorable outcome of one or more of these lawsuits could have a material impact on the liquidity, results of operations, or financial condition of Ticketmaster Entertainment. Ticketmaster Entertainment also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Note 4—Income Taxes for discussion related to income tax contingencies. For a discussion of certain legal proceedings involving the Company, see Part II, Item 1 of this Form 10-Q.

        In addition, pursuant to the Merger Agreement, if the Merger Agreement is terminated before the Merger is completed, under some circumstances the Company may be obligated to pay to Live Nation a termination fee of $15.0 million plus Live Nation's expenses.

NOTE 13—FAIR VALUE MEASUREMENTS

        In accordance with Topic 820, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that use primarily market-based or independently-sourced market parameters. If market observable inputs for model-based valuation techniques are not available, the Company will be required to make judgments about assumptions that market participants would use in estimating the fair value of the financial instrument. Fair values of cash and cash equivalents, short-term accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts because of their short-term nature. Marketable securities are recognized in the Consolidated Balance Sheets at their fair values based on quoted prices. Long-term debt is carried at cost. However, the Company is required to estimate the fair value of long-term debt under Topic 825.

        The provisions of Topic 820 related to nonfinancial assets and liabilities became effective for the Company on January 1, 2009, and are applied prospectively. The application of Topic 820 did not have a material impact on the Company's consolidated financial statements.

28

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13—FAIR VALUE MEASUREMENTS (Continued)

        Topic 820 establishes a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

        The Company estimated the fair value of its long-term debt by using market prices or third-party quotes.

        The table below summarizes the fair value estimates, at September 30, 2009 (in thousands):

	Carrying Amount		Estimated Fair Value (Level 2)
Long-term debt	$	836,980	$	822,744

NOTE 14—RESTRUCTURING CHARGES

        During the second quarter of 2008, Ticketmaster Entertainment began a comprehensive review of its worldwide cost structure in light of significant investments that have been made through increased operating and capital expenditures, acquisitions in recent periods, and in advance of the expiration of the various Live Nation ticketing agreements beginning in December 2008. As a result of this review, commencing in the third quarter of 2008, Ticketmaster Entertainment began to effect a series of actions expected to reduce 2009 annual operating expenses by approximately $35.0 million from reductions in personnel, consolidation of customer contact centers, and the balance from reductions in other operating costs and other discretionary costs. The cost-reduction efforts in the ticketing segment were substantially completed in the second quarter of 2009.

        The following table summarizes the restructuring liabilities balance related to the actions taken in 2008 (included as a component of other accrued expenses within the Consolidated Balance Sheets) as of September 30, 2009.

		Balance as of January 1, 2009		Credit to expense			Cash payments			Foreign Exchange Translation			Balance as of September 30, 2009
		(In thousands)
Employee termination costs		$	5,687		(55	)		(5,130	)		(12	)	$	490
	Total	$	5,687		(55	)		(5,130	)		(12	)	$	490

        During the first quarter of 2009, the Company recorded a severance and separation charge of $1.4 million for the resignation of an executive of Ticketmaster Entertainment. As of September 30, 2009, $1.1 million of this liability remains to be paid in bi-weekly installments for the remaining period of eighteen months through March 2011. The severance charge was included in the general and administrative expense line item in the Consolidated Statement of Operations for the nine months ended September 30, 2009.

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TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15—INTANGIBLES AMORTIZATION

        In the current year, as a result of consideration of operating results and other events impacting the business, the Company evaluated the remaining useful lives attributed to certain intangible assets in accordance with Topic 350. The Company determined that circumstances warranted a revision to the remaining period of amortization for the related intangible assets. The Company determined that certain international ticketing agreement intangible assets did not have a useful life beyond the second quarter of 2009, and as such, the Company accelerated the amortization of these assets to fully amortize the assets by the end of the second quarter of 2009. The additional amortization expense related to the ticketing agreement intangible assets equaled $5.1 million, the entire balance of which was reflected in the Ticketing segment in the second quarter of 2009.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Forward-Looking Statements

        Forward-looking statements in this Quarterly Report are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other public statements. Forward-looking statements include the information regarding future financial performance, business prospects and strategy, as well as anticipated financial position, liquidity and capital needs and other similar matters, in each case relating to the Company.

        Statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

•

our pending merger with Live Nation;

•

adverse changes in economic conditions generally, including the current worldwide economic downturn, or in any of the markets or industries in which the businesses of the Company operate;

•

changes in senior management at the Company;

•

adverse changes to, or interruptions in, relationships with third parties;

•

changes affecting the ability of the Company to efficiently maintain and grow the market share of its various brands, as well as to extend the reach of these brands through a variety of distribution channels and to attract new (and retain existing) customers;

•

consumer acceptance of new products and services offered by the Company;

•

the rates of growth of the Internet and the e-commerce industry;

•

changes adversely affecting the ability of the Company to adequately expand the reach of its businesses into various international markets, as well as to successfully manage risks specific to international operations and acquisitions, including the successful integration of acquired businesses;

•

regulatory legislative and legal actions and conditions affecting the Company, including:

•

the promulgation of new, and/or the amendment of existing laws, rules and regulations applicable to the Company and its businesses;

•

changes in the application or interpretation of existing laws, rules and regulations in the case of the businesses of the Company. In each case, laws, rules and regulations include, among others, those relating to sales, use, value-added and other taxes, software programs, consumer protection and privacy, intellectual property, the Internet and e-commerce; and

•

the outcome of pending and future legal proceedings to which the Company is a party;

•

competition from other companies;

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•

changes adversely affecting the ability of the Company and its businesses to adequately protect intellectual property rights, as well as to obtain licenses or other rights with respect to intellectual property in the future, which may or may not be available on favorable terms (if at all);

•

the substantial indebtedness of the Company and the possibility that the Company may incur additional indebtedness;

•

third-party claims alleging infringement of intellectual property rights by the Company or its businesses, which could result in the expenditure of significant financial and managerial resources, injunctions or the imposition of damages, as well as the need to enter into formal licensing or other similar arrangements with such third parties, which may or may not be available on favorable terms (if at all);

•

the Company's ability to successfully integrate Front Line into its businesses;

•

the Company's ability to successfully implement expense reduction measures; and

•

natural disasters, acts of terrorism, war or political instability.

        Certain of these factors and other factors, risks and uncertainties are discussed in Part II, Item 1A of this Quarterly Report on Form 10-Q. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond the control of the Company.

        You should consider the areas of risk described above, as well as those set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2008, in connection with considering any forward-looking statements that may be made by the Company generally. The Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.

Spin-Off from IAC/InterActive Corp

        On July 1, 2008, the Board of Directors of IAC approved a plan to separate IAC into five separate, publicly traded companies via the distribution of all of the outstanding shares of common stock of four wholly-owned subsidiaries, including Ticketmaster Entertainment, formerly known as Ticketmaster.

        On August 20, 2008, IAC distributed to its stockholders all of the outstanding shares of common stock, par value $0.01 per share, of Ticketmaster Entertainment (the "spin-off"). Our businesses include the businesses that formerly comprised IAC's Ticketmaster segment, which consists of its domestic and international ticketing and ticketing related businesses, subsidiaries and investments, excluding its ReserveAmerica subsidiary and its investment in Active.com. At the time of the spin-off, Ticketmaster Entertainment includes IAC's minority investment in Front Line. On October 29, 2008, the Company acquired additional equity interests in Front Line, giving Ticketmaster Entertainment a controlling interest in Front Line. As a result, the Company consolidated the results of Front Line from the acquisition date.

Pending Merger with Live Nation

        On February 10, 2009, the Company entered into a definitive agreement to merge with Live Nation, Inc. ("Live Nation") in a stock transaction pursuant to which the Company will merge with and into an indirect, wholly-owned subsidiary of Live Nation ("Merger Sub"), with Merger Sub continuing as the surviving entity and an indirect, wholly-owned subsidiary of Live Nation and Live Nation continuing as the public parent of the combined companies (the "Merger"). Pursuant to the terms of

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the Merger Agreement, the aggregate number of shares of Live Nation common stock that the holders of securities representing 100% of the voting power of the Company's equity interests issued and outstanding immediately prior to the consummation of the Merger are entitled to receive in the Merger will represent 50.01% of the total voting power of the Live Nation equity interests issued and outstanding immediately following the consummation of the Merger. The Merger requires, among other customary closing conditions, approval by a majority of the outstanding shares of the Company's common stock and Series A Preferred Stock, voting together as a single class, approval by a majority of the shares of Live Nation's common stock, represented in person or by proxy, domestic and foreign regulatory approvals, and receipt of the necessary consent of lenders party to the Company's credit facility to allow the facility to remain in effect after the consummation of the Merger with no default or event of default thereunder resulting from the Merger, which consent was obtained in May 2009. Liberty Media Corporation ("Liberty"), which beneficially owns approximately 29% of the Company's outstanding common stock, has agreed to vote in favor of the proposed transaction, subject to the terms of a voting agreement.

        The proposed transaction has been subject to antitrust/competition regulatory review in the United States and four other countries. Ticketmaster Entertainment remains optimistic that the regulatory process will be completed, and the Merger will close, during the first quarter of 2010. In the United States, Ticketmaster Entertainment and Live Nation are engaged in discussions with the U.S. Department of Justice, Antitrust Division ("DOJ") regarding the proposed transaction. The parties have certified compliance with the DOJ's respective "second requests" and are now in the process of discussing the proposed transaction, and ways the parties might address any of the DOJ's concerns, with the DOJ, as well as responding to supplemental information requests from the DOJ about the parties' respective businesses.

        The other jurisdictions where the transaction has been under regulatory review are Canada, the United Kingdom, Norway and Turkey. The Canadian Bureau of Competition ("CBC") issued a "second request" for additional information relating to the parties' respective businesses, and the parties are in the process of finalizing their responses to the CBC's requests. The U.K. authorities have issued several information requests to which the parties have responded, and the matter is now before the UK Competition Commission ("CC") via a referral from the UK Office of Fair Trading ("OFT") which completed its investigation in June 2009 and determined that further evaluation by the CC is warranted in light of competition concerns that were identified by the OFT. The CC published its "Provisional Findings" regarding the Merger on October 8, 2009, and on October 29, 2009 held remedies hearings with the parties to review how the parties might address and resolve the CC's concerns as set forth in its provisional findings that the Merger would result in a "substantial lessening of competition" in the UK ticketing market. The CC is scheduled to issue its final report on the Merger on or before January 19, 2010. The Norwegian and Turkish competition authorities have both completed and closed their investigations without asserting any objections to the Merger.

Basis of Presentation

        These interim unaudited consolidated financial statements of Ticketmaster Entertainment discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations present our results of operations, financial position, temporary equity and equity, comprehensive income and cash flows on a consolidated basis. The consolidated financial statements include Ticketmaster Entertainment's investment in Front Line, which was consolidated beginning October 29, 2008, when the Company increased its ownership interest from 39.4% to 82.3% (approximately 75% on a diluted basis). Prior to October 29, 2008, the investment in Front Line was accounted for using the equity method of accounting.

        We prepared the interim unaudited consolidated financial statements from the historical results of operations and historical basis of the assets and liabilities of Ticketmaster Entertainment with the

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exception of income taxes. We computed income taxes using our stand-alone tax rate. Our income tax payable as well as deferred tax assets and liabilities represent the estimated impact of filing a consolidated income tax return with IAC through the spin-off, and filing a standalone consolidated income tax return thereafter.

        Until the spin-off, we recorded expense allocations from IAC, which consisted of certain IAC general corporate overhead expenses based on the ratio of our revenue as a percentage of IAC's total revenue. The general corporate overhead allocations primarily included expenses relating to accounting, treasury, legal, tax, corporate support, human resource functions and internal audit. Since the spin-off, we have been performing these functions using our own resources or purchased services, including services purchased from IAC pursuant to the transitional services agreement among IAC and the Spincos.

        The historical interim unaudited financial statements for periods prior to the spin-off are based on certain assumptions about Ticketmaster Entertainment as a stand-alone company. Our management believes the assumptions underlying the historical combined financial statements of Ticketmaster Entertainment are reasonable. However, this financial information does not necessarily reflect what the historical financial position, results of operations and cash flows of Ticketmaster Entertainment would have been if Ticketmaster Entertainment had been a stand-alone company prior to the spin-off.

Management Overview

        Ticketmaster Entertainment is the world's leading live entertainment ticketing and marketing company, providing ticket sales, ticket resale services, marketing and distribution through www.ticketmaster.com, one of the largest e-commerce sites on the internet, approximately 7,100 independent sales outlets and 17 call centers worldwide. Ticketmaster Entertainment serves leading arenas, stadiums, amphitheaters, music clubs, concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters in the United States and abroad, including Australia, Canada, China, Denmark, Finland, Germany, Ireland, the Netherlands, New Zealand, Norway, Spain, Sweden, Turkey and the United Kingdom. Ticketmaster Entertainment is also a party to joint ventures with third parties to provide ticket distribution services in Mexico and supplied ticketing services for the 2008 Beijing Olympic Games. Ticketmaster Entertainment licenses its technology in Mexico, Argentina, Brazil, Chile, and Belgium.

Sources of Revenue

Ticketing

        Ticketmaster Entertainment earns a majority of its revenue from primary ticketing on behalf of its clients. Ticketing operations revenue primarily consists of convenience and order processing fees generated primarily through ticket sales. The sale of tickets for an event often commences several months prior to the event performance date. Ticketmaster Entertainment recognizes revenue from the sale of a ticket when the ticket is sold. Fluctuations in ticket operations revenue occur largely as a result of changes in the number of tickets sold and the average revenue per ticket. The number of tickets sold varies as a result of (i) additions or losses of clients serviced by Ticketmaster Entertainment; (ii) fluctuations in the scheduling of events, particularly for popular performers; (iii) overall consumer demand for live entertainment events; and (iv) the percentage of tickets for events which are sold directly by clients. The average revenue per ticket varies as a result of the amount of convenience charges earned on each ticket. The amount of convenience charges typically varies based upon numerous factors, including the face price of the ticket, the type of event, and whether the ticket is purchased at an independent sales outlet, through call centers or via Ticketmaster Entertainment's websites, as well as the services to be rendered to the client.

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Artist Services

        Front Line secures work for the clients it represents, for which it receives a commission. Generally, commissions are payable by clients upon their receipt of payments for performance of services or upon the delivery or use of materials which they created. Revenue is recognized in the month of the artist event. Contingent commissions, such as those based on profits or gross receipts, are recorded upon determination of the amounts. Revenue is not recognized before persuasive evidence of an arrangement exists, services have been rendered, the amount to be received is fixed or determinable, and collectability is reasonably assured.

        Other revenues consist of revenues from the sales of entertainment packages to consumers in connection with live performances. Entertainment packages are sold and cash is received from consumers in advance of the event. Revenue and related expenses incurred are deferred until the event occurs. In addition, Front Line sells entertainment related merchandise at live musical performances, to retailers, and directly to consumers via a website. For retail and internet sales, revenue is recognized upon shipment of the merchandise. Touring revenue, including the sale of merchandise, is recognized in the month of the event.

        For a more detailed presentation of the Company's operating businesses, see the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

Results of Operations for the Three and Nine Months Ended September 30, 2009 Compared to the Three and Nine Months Ended September 30, 2008

Ticketmaster Entertainment Consolidated Results of Operations

Revenue

For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2009		2008		% Change		2009		2008		% Change
		(Dollars in thousands)
Revenue—Domestic		$	259,395	$	233,295		11%	$	796,764	$	734,555		8%
Revenue—International			89,131		105,906		(16)%		280,634		335,996		(16)%
	Total revenue	$	348,526	$	339,201		3%	$	1,077,398	$	1,070,551		1%

Consolidated

        Revenue in the three months ended September 30, 2009 increased $9.3 million, or 3%, from the prior-year quarter primarily due to contributions from Front Line, in which the Company acquired a majority interest in October 2008, partially offset by lower ticketing revenue attributable to Ticketmaster Entertainment's largest client through 2008, Live Nation (including its subsidiary, House of Blues) following the expiration on December 31, 2008 of the principal agreement for primary ticketing services to Live Nation. On a world-wide basis, there was a 12% decrease in the number of primary tickets sold and a 4% decrease in average revenue per ticket. Excluding the impact of Live Nation, there was a 5% decrease in the number of primary tickets sold and less than a 1% decrease in average revenue per ticket.

        Domestic revenue increased by 11% compared to the prior-year quarter due primarily to contributions from Front Line, partially offset by a 14% decrease in the number of tickets sold, along with a 2% decrease in average revenue per ticket due to lower ticketing revenue attributable to Live Nation, mentioned above. Ticketing volumes were lower across all major categories except Sports, with

35

the largest impact experienced in the Concerts category due to the expiration of the principal agreement for primary ticketing with Live Nation, as well as a smaller number of large concert events compared to the prior-year quarter. Excluding the impact of Live Nation, there was a 2% decrease in the number of tickets sold domestically. International revenue decreased by 16% primarily due to a 10% decrease in the number of tickets sold along with an 8% decrease in average revenue per ticket in Ticketmaster Entertainment's international operations. The decrease in the number of tickets sold was driven primarily by a decline in the Concerts category. The decline in the average revenue per ticket was due largely to due largely to the volatility of foreign exchange rates. Excluding the impact of foreign exchange rates, international revenue decreased by 7% compared to the prior-year period, primarily due to sales declines in Canada, the Netherlands and Australia, partially offset by higher revenue in the United Kingdom, Sweden and Norway.

        Ticketmaster Entertainment's largest client through 2008, Live Nation (including its subsidiary, House of Blues), represented approximately 3% and 16% of Ticketmaster Entertainment's consolidated revenue for the three months ended September 30, 2009 and 2008, respectively.

        Revenue in the nine months ended September 30, 2009 increased $6.8 million from 2008 primarily due to contributions from Front Line in which the Company acquired a majority interest in October 2008, partially offset by lower ticketing revenue attributable to Ticketmaster Entertainment's largest client through 2008, Live Nation (including its subsidiary, House of Blues) following the expiration on December 31, 2008 of the principal agreement for primary ticketing services to Live Nation. On a world-wide basis, there was a 10% decrease in the number of primary tickets sold and a 4% decrease in average revenue per ticket. Excluding the impact of Live Nation, there was a 2% decrease in the number of primary tickets sold with no change in the average revenue per ticket.

        Domestic revenue for the nine months ended September 30, 2009 increased by 8% compared to the prior-year period primarily due to contributions from Front Line offset by an 11% decrease in the number of tickets sold, as well as a 1% decrease in average revenue per ticket. Ticketing volumes were lower across all categories, with the largest impact experienced in the Concerts category due to the expiration of the principal agreement for primary ticketing with Live Nation. Excluding the impact of Live Nation, there was a 2% increase in the number of tickets sold domestically. International revenue decreased by 16% primarily due to a 9% decrease in the number of tickets sold along with a 9% decrease in average revenue per ticket in Ticketmaster Entertainment's international operations. The decrease in the number of tickets sold was driven primarily by a decline in the Concerts category. The decline in the average revenue per ticket is due largely to the volatility of foreign exchange rates. Excluding the impact of foreign exchange rates, international revenue decreased by 2% compared to the same-prior-year period, primarily due to sales declines in the Netherlands, Canada and Australia, partially offset by higher revenue in the United Kingdom, Ireland and Spain.

        Ticketmaster Entertainment's largest client through 2008, Live Nation (including its subsidiary, House of Blues), represented approximately 6% and 16% of Ticketmaster Entertainment's consolidated revenue for the nine months ended September 30, 2009 and 2008, respectively.

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For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2009		2008		% Change		2009		2008		% Change
			(Dollars in thousands)
Revenue:
	Ticketing		$	292,138	$	339,201		(14)%	$	943,065	$	1,070,551		(12)%
	Artist Services			56,388		—		NM		134,333		—		NM
		Total revenue	$	348,526	$	339,201		3%	$	1,077,398	$	1,070,551		1%

Ticketing

        Refer to "—Consolidated," directly above, for a discussion of revenues in Ticketmaster Entertainment's Ticketing segment.

Artist Services

        On October 29, 2008, Ticketmaster Entertainment acquired additional equity interests in Front Line, giving Ticketmaster Entertainment a controlling interest in the business. Ticketmaster Entertainment has consolidated the results of Front Line since the acquisition date and has entered into the artist services business by virtue of the acquisition. The artist services business focuses on artist management, merchandising, VIP ticketing and related artist marketing services activities. In the three and nine months ended September 30, 2009, Front Line generated revenues of $56.4 million and $134.3 million, respectively, from VIP ticketing, core management services, non-artist management services and strategic acquisitions.

Cost of Sales

For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2009		2008		% Change		2009		2008		% Change
			(Dollars in thousands)
Cost of sales:
	Ticketing		$	180,158	$	216,693		(17)%	$	599,330	$	686,264		(13)%
	Artist Services			25,431		—		NM		59,626		—		NM
		Total cost of sales	$	205,589	$	216,693		(5)%	$	658,956	$	686,264		(4)%
As a percentage of total revenue				59%		64%		(489)bp		61%		64%		(294)bp
Gross margins				41%		36%		489bp		39%		36%		294bp

Consolidated

        Cost of sales consists primarily of ticketing royalties, as well as compensation and other employee-related costs (including stock-based compensation) for personnel engaged in call center functions and credit card processing fees. Ticketing royalties relate to Ticketmaster Entertainment's client's share of convenience and order processing charges. In Ticketmaster Entertainment's Artist Services segment, merchandise inventory, related shipping costs and costs associated with VIP ticket packages are recorded as cost of sales.

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        Cost of sales for the three and nine months ended September 30, 2009 decreased $11.1 million and $27.3 million, respectively, from the prior-year, primarily due to decreases in compensation and other employee-related costs, ticketing royalties, credit card processing fees and costs associated with call center operations. These decreases were partially offset by costs of sales associated with Front Line, which Ticketmaster Entertainment has now consolidated.

Ticketing

        Ticketing cost of sales for the quarter ended September 30, 2009 decreased $36.5 million from the prior-year quarter, primarily due to decreases of $22.0 million in compensation and other employee-related costs, $10.3 million in ticketing royalties, $4.1 million in credit card processing fees and $1.7 million in cost savings from call center operations. The decrease in compensation and other employee-related costs was due in part to a reduction in headcount. The decrease in ticketing royalties and credit card processing fees was primarily due to lower convenience and processing revenues. The cost savings from call center operations was due to the lower volume of customer calls handled by the call centers, as well as the Company's focus on increased efficiencies and reducing overall expenses.

        Ticketing cost of sales for the nine months ended September 30, 2009 decreased $86.9 million from 2008, primarily due to decreases of $39.5 million in compensation and other employee-related costs, $33.4 million in ticketing royalties, $7.5 million in credit card processing fees and $6.5 million in cost savings from call center operations. The decrease in compensation and other employee-related costs was due in part to a reduction in headcount. The decrease in ticketing royalties and credit card processing fees was primarily due to lower convenience and processing revenues. The cost savings from call center operations was due to the lower volume of customer calls handled by the call centers, as well the Company's focus on increased efficiencies and reducing overall expenses.

Artist Services

        On October 29, 2008, Ticketmaster Entertainment acquired additional equity interests in Front Line, giving Ticketmaster Entertainment a controlling interest in the business. Ticketmaster Entertainment has consolidated the results of Front Line since the acquisition date and has entered into the artist services business by virtue of the acquisition. In the three and nine months ended September 30, 2009, Front Line recorded cost of sales of $25.4 million and $59.6 million, respectively. Of the total cost of sales for the three and nine months ended September 30, 2009, Front Line incurred $20.7 million and $44.8 million of merchandise-related costs. The remaining balance is primarily due to costs related to fulfillment of VIP ticketing packages sold to customers.

Selling and marketing expense

For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2009		2008		% Change		2009		2008		% Change
			(Dollars in thousands)
Selling and marketing expense:
	Ticketing		$	23,986	$	26,535		(10)%	$	67,871	$	70,564		(4)%
	Artist Services			—		—		NM		—		—		NM
		Total selling and marketing expense	$	23,986	$	26,535		(10)%	$	67,871	$	70,564		(4)%
As a percentage of total revenue				7%		8%		(94)bp		6%		7%		(29)bp

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        Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in customer service and sales functions. Advertising and promotional expenditures primarily include online marketing, including fees paid to search engine and distribution partners, as well as offline marketing, including sports sponsorship marketing and radio spending. Sports sponsorship agreements are intended to promote Ticketmaster Entertainment's ticket resale services. Selling and marketing expenses are incurred only for the ticketing segment and do not impact the artist services segment.

        Selling and marketing expense for the three months ended September 30, 2009 decreased $2.5 million from the prior-year quarter, primarily due to a decrease of $1.7 million in advertising and promotional expenditures, and a decrease of $1.3 million in compensation and other employee-related costs, partially offset by an increase of $0.7 million in technology support costs. The decrease in advertising and promotional expenditures was due, in part, to a decrease in sports sponsorship marketing expense and fees paid to search engine partners for online marketing. The decrease in compensation and other employee-related costs was due in part to a reduction in headcount.

        Selling and marketing expense for the nine months ended September 30, 2009 decreased $2.7 million from the prior-year quarter, primarily due to a decrease of $1.3 million in advertising and promotional expenditures, and a decrease of $0.9 million in compensation and other employee-related costs. The decrease in advertising and promotional expenditures was due, in part, to a decrease in sports sponsorship marketing expense and fees paid to search engine partners for online marketing. The decrease in compensation and other employee-related costs was due in part to a reduction in headcount.

General and administrative expense

For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2009		2008		% Change		2009		2008		% Change
			(Dollars in thousands)
General and administrative expense:
	Ticketing		$	26,258	$	23,304		13%	$	72,493	$	74,203		(2)%
	Artist Services			14,905		—		NM		47,392		—		NM
	Corporate and unallocated			24,819		24,329		2%		75,001		60,927		23%
		Total general and administrative expense	$	65,982	$	47,633		39%	$	194,886	$	135,130		44%
As a percentage of total revenue				19%		14%		489bp		18%		13%		547bp

        General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, human resources and executive management functions, facilities costs and fees for professional services.

        General and administrative expense for the three months ended September 30, 2009 increased $18.3 million from the prior-year quarter, primarily due to increases of $8.8 million in compensation and other employee-related costs and $4.8 million in professional fees. The increase in compensation and other employee-related costs was primarily due to $10.2 million of Front Line compensation which was not included in the prior-year quarter, partially offset by cost savings from Ticketmaster Entertainment's restructuring plan. General and administrative expense includes non-cash and stock-based compensation expense of $6.6 million and $7.8 million for the three months ended September 30,

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2009 and 2008, respectively. The decrease in non-cash and stock-based compensation was primarily due to nonrecurring charges in the prior year for modifications of existing stock-based compensation awards in connection with the Ticketmaster Entertainment spin-off. The increase in professional fees was primarily due to $6.9 million of legal and professional fees incurred in connection with the pending Merger with Live Nation, partially offset by lower costs for other professional services. Excluding the impact of Front Line, general and administrative expense increased $3.4 million, or 7%.

        General and administrative expense for the nine months ended September 30, 2009 increased $59.8 million from the prior-year period, primarily due to increases of $27.3 million in compensation and other employee-related costs and $18.9 million in professional fees. The increase in compensation and other employee-related costs was primarily due to $34.4 million of Front Line compensation which was not included in the prior-year period, partially offset by cost savings from Ticketmaster Entertainment's restructuring plan. General and administrative expense includes non-cash and stock-based compensation expense of $18.8 million and $18.1 million for the nine months ended September 30, 2009 and 2008, respectively. The increase in non-cash and stock-based compensation was primarily due to the grant of new awards subsequent to the Ticketmaster Entertainment spin-off and the grants of awards in connection with 2008 acquisitions, offset by charges in the prior year for modifications of existing stock-based compensation awards in connection with the Ticketmaster Entertainment spin-off. The increase in professional fees was primarily due to $21.3 million of legal and professional fees incurred in connection with the pending Merger with Live Nation, partially offset by lower costs for other professional services. Excluding the impact of Front Line, general and administrative expense increased $12.4 million, or 9%.

Depreciation

For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2009		2008		% Change		2009		2008		% Change
			(Dollars in thousands)
Depreciation:
	Ticketing		$	13,248	$	12,357		7%	$	37,892	$	33,851		12%
	Artist Services			130		—		NM		398		—		NM
	Corporate and unallocated			793		860		(8)%		2,360		2,249		5%
		Total depreciation	$	14,171	$	13,217		7%	$	40,650	$	36,100		13%
As a percentage of total revenue				4%		4%		17bp		4%		3%		40bp

        Depreciation for the three and nine months ended September 30, 2009 increased $1.0 million and $4.6 million, respectively, from 2008 primarily due to additional equipment and internally developed software put into service in the current year.

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Adjusted EBITDA

        Adjusted EBITDA is a supplemental measure and is defined in "—Ticketmaster Entertainment's Principles of Financial Reporting," below.

For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

			Three Months Ended September 30,								Nine Months Ended September 30,
			2009			2008			% Change		2009			2008			% Change
			(Dollars in thousands)
Adjusted EBITDA:
	Ticketing		$	62,732		$	75,626			(17)%	$	206,718		$	248,196			(17)%
	Artist Services			19,588			—			NM		37,690			—			NM
	Corporate and unallocated			(22,520	)		(18,336	)		23%		(69,290	)		(49,260	)		41%
		Total Adjusted EBITDA	$	59,800		$	57,290			4%	$	175,118		$	198,936			(12)%

        Adjusted EBITDA for the three months ended September 30, 2009 increased $2.5 million from the prior-year quarter, due primarily to contributions from Front Line, in which the Company acquired a majority interest in October 2008, as well as lower cost of sales and selling and marketing expense, discussed above. These increases in Adjusted EBITDA were partially offset by lower sales volumes and increases in general and administrative expense, which were also discussed above. Excluding the impact of Ticketmaster Entertainment's acquisition of a majority interest in Front Line in October 2008, Adjusted EBITDA decreased $17.1 million, or 30%.

        Adjusted EBITDA for the nine months ended September 30, 2009 decreased $23.8 million from the prior-year period, due to lower sales volumes and increases in general and administrative expense, partially offset by contributions from Front Line, lower cost of sales and selling and marketing expenses, discussed above. Excluding the impact of Ticketmaster Entertainment's acquisition of a majority interest in Front Line in October 2008, Adjusted EBITDA decreased $61.5 million, or 31%.

Operating income

For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

			Three Months Ended September 30,								Nine Months Ended September 30,
			2009			2008			% Change		2009			2008			% Change
			(Dollars in thousands)
Operating income (loss):
	Ticketing		$	41,675		$	52,044			(20)%	$	139,250		$	176,998			(21)%
	Artist Services			5,108			—			NM		(396	)		—			NM
	Corporate and unallocated			(25,612	)		(25,189	)		2%		(77,361	)		(63,176	)		22%
		Total operating income	$	21,171		$	26,855			(21)%	$	61,493		$	113,823			(46)%

        Operating income for the three months ended September 30, 2009 decreased $5.7 million from the prior-year quarter, primarily due to increases of $9.4 million in amortization of intangibles and $1.0 million in depreciation expense, partially offset by the increase in Adjusted EBITDA described above and a decrease of $2.1 million in non-cash and stock-based compensation expense. The increase in intangible amortization expense was attributable to incremental amortization expense from the impact of recent acquisitions which were not included in the prior-year quarter. Excluding the impact

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of Ticketmaster Entertainment's acquisition of a majority interest in Front Line in October 2008, operating income decreased $10.8 million or 40%.

        Operating income for the nine months ended September 30, 2009 decreased $52.3 million from the prior-year period, primarily due to the decrease in Adjusted EBITDA described above and increases of $24.9 million in amortization of intangibles and $4.6 million in depreciation expense. The increase in intangible amortization expense was due to the acceleration of amortization expense of $5.1 million related to certain international ticketing agreement intangible assets and incremental amortization expense from the impact of recent acquisitions which were not included in the prior-year period. Excluding the impact of Ticketmaster Entertainment's acquisition of a majority interest in Front Line in October 2008, operating income decreased $51.9 million or 46%.

Corporate and unallocated expenses

        Corporate and unallocated expenses primarily include compensation and other employee costs (including stock-based compensation), outside services and professional fees. Corporate and unallocated expenses for the three months and nine months ended September 30, 2009 increased $0.4 million and $14.2 million, respectively, from the prior-year periods primarily due to higher legal and professional fees associated with the pending Merger with Live Nation and professional services related to operating as a publicly traded company. These higher costs were partially offset by a decrease in non-cash and stock-based compensation due to nonrecurring charges in the prior-year quarter for modifications of existing stock-based compensation awards in connection with the Ticketmaster Entertainment spin-off.

Other expense, net

For the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2009			2008			% Change		2009			2008			% Change
		(Dollars in thousands)
Other expense, net:
	Interest income	$	546		$	4,685			(88)%	$	1,914		$	11,438			(83)%
	Interest expense		(15,243	)		(10,909	)		40%		(48,818	)		(20,545	)		138%
	Equity in income of unconsolidated affiliates		700			2,850			(75)%		2,588			2,048			26%
	Other income (expense)		4,290			(413	)		NM		7,829			244			NM

Interest income

        Interest income in 2009 for the three and nine months ended September 30, 2009 decreased $4.1 million and $9.5 million, respectively, from the prior-year periods primarily due to the extinguishment of intercompany receivables from IAC upon the consummation of the Ticketmaster Entertainment spin-off and lower average interest rates.

Interest expense

        Interest expense for the three and nine months ended September 30, 2009 increased $4.3 million and $28.3 million, respectively, from the prior-year periods. The increase for the three months ended September 30, 2009 was primarily due to incremental interest expense and amortization of debt issuance costs of $5.0 million related to Ticketmaster Entertainment's Senior Notes and Senior Secured Credit Facilities, partially offset by lower interest related to capital leases. The increase for the nine months ended September 30, 2009 was primarily due to incremental interest expense and amortization of debt issuance costs of $37.6 million related to the previously mentioned Senior Notes and Senior

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Secured Credit Facilities, partially offset by an $8.3 million cumulative interest charge from IAC in the second quarter of 2008 and lower interest related to capital leases.

Equity in income of unconsolidated affiliates

        Equity in the income of unconsolidated affiliates for the three and nine months ended September 30, 2009 decreased $2.2 million and increased $0.5 million, respectively, from the prior-year periods. The decrease in the income of unconsolidated affiliates for the three months ended September 30, 2009 was primarily due the absence of equity in the income of Front Line in the current year as the Company acquired a majority interest in Front Line in October 2008, partially offset by negative financial performance of the Company's joint venture in China which impacted the prior year. The increase in the income of unconsolidated affiliates for the nine months ended September 30, 2009 is primarily due to the negative financial performance of the Company's joint venture in China which impacted the prior year, partially offset by the absence of equity in the income of Front Line in the current year as the Company acquired a majority interest in Front Line in October 2008. For the three and nine months ended September 30, 2008, the Company recognized income of $3.4 million and $2.0 million, respectively, from its noncontrolling interest in Front Line.

Other income (expense)

        Other income (expense) in 2009 for the three and nine months ended September 30, 2009 increased $4.7 million and $7.6 million, respectively, from the prior-year periods. The increase in other income for the three and nine months ended September 30, 2009 is due primarily to gains of $3.7 million and $7.2 million, respectively, on foreign currency exchange related to the Company's operating activities outside of the United States compared to a loss of $0.4 million and a gain of $0.2 million in the three and nine months ended September 30, 2008, respectively. In the third quarter, the Company also recognized a gain of $2.9 million from the sale of its equity investment in iLike.com and a gain of $1.5 million on the extinguishment of a portion of its Senior Notes. Partially offsetting these items, the Company recognized an other than temporary impairment of $3.8 million related to its cost basis investment in BCV; refer to Note 8—Equity Investments in Unconsolidated Affiliates, in the Notes to Unaudited Consolidated Financial Statements, for additional information.

Income tax provision

        For the three months ended September 30, 2009 and 2008, Ticketmaster Entertainment recorded a tax provision of $2.2 million and $13.3 million, respectively, which represent effective tax rates of 19% and 58%, respectively. The 2009 tax rate is lower than the federal statutory rate of 35% due principally to foreign income taxed at lower rates including the effects of our international restructuring and net adjustments related to the reconciliation of provision accruals to tax returns, partially offset by losses in foreign jurisdictions for which no tax benefit can be recognized and partnership flow-through losses attributable to noncontrolling interests. The 2008 tax rate is higher than the federal statutory rate of 35% due principally to state and local income taxes, net adjustments related to the reconciliation of provision accruals to tax returns, and losses not benefited in foreign jurisdictions, partially offset by foreign income taxed at lower rates.

        For the nine months ended September 30, 2009 and 2008, Ticketmaster Entertainment recorded tax provisions of $7.9 million and $43.0 million, respectively, which represent effective tax rates of 32% and 40%, respectively. The 2009 tax rate is lower than the federal statutory rate of 35% due principally to foreign income taxed at lower rates including the effects of our international restructuring, net adjustments related to the reconciliation of provision accruals to tax returns, foreign tax credits related to foreign dividends and deductible payments made in connection with a dividend, partially offset by losses in foreign jurisdictions for which no tax benefit can be recognized, partnership flow-through losses attributable to noncontrolling interests and adjustments to deferred taxes due to newly enacted state tax legislation. Excluding the effects of the newly enacted state tax legislation, the Company's

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effective tax rate would have been 26%. The 2008 tax rate is higher than the federal statutory rate of 35% principally due to state and local income taxes and losses not benefited in foreign jurisdictions, partially offset by foreign income taxed at lower rates.

        As of December 31, 2008 and September 30, 2009, the Company had unrecognized tax benefits of approximately $1.3 million and $4.9 million, respectively. During the three and nine months ended September 30, 2009, the unrecognized tax benefits increased by approximately $1.2 million and $3.6 million, respectively, as a result of historical state tax positions and foreign income tax positions taken in the current year. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. Included in income tax expense for the three and nine months ended September 30, 2009 is $0.1 million and $0.2 million, respectively, net of related deferred taxes, for interest and penalties on unrecognized tax benefits. At September 30, 2009, the Company has accrued $0.7 million for the payment of interest and penalties.

        By virtue of previously filed separate company tax returns, as well as consolidated tax returns with IAC, Ticketmaster Entertainment is routinely under audit by federal, state, local and foreign income tax authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the amounts recorded for unrecognized tax benefits and the amounts owed by Ticketmaster Entertainment are recorded in the period they become known. Ticketmaster Entertainment believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $1.4 million within twelve months of the current reporting date due to settlements and expirations of applicable statute of limitations. An estimate of other changes in unrecognized tax benefits cannot be made, but such changes are not expected to be significant.

Segment Operating Results

        The overall concept that Ticketmaster Entertainment employs in determining its operating segments is to present the financial information in a manner consistent with how our chief operating decision maker manages our business, makes operating decisions and evaluates operating performance. Operating segments are consolidated for reporting purposes if they have similar economic characteristics and meet the aggregation criteria of ASC 280, Segment Reporting ("Topic 280").

        Prior to the acquisition of a controlling interest in Front Line, Ticketmaster Entertainment had one operating segment in accordance with its internal management structure and based upon how the chief operating decision maker viewed the business, its organizational structure and the type of service provided which primarily was online and offline ticketing services.

        After the October 29, 2008 acquisition of Front Line, based upon changes in the internal management structure and how the chief operating decision maker viewed the business, the Company began reporting two segments: Ticketing and Artist Services.

        The Ticketing segment is primarily an agency business that sells tickets for events on behalf of our clients and retains a convenience charge and order processing fee for our services. We sell tickets through a combination of websites, telephone services and ticket outlets.

        The Artist Services segment primarily provides management services to music recording artists in exchange for a commission on the earnings of these artists. Artist Services also sells merchandise associated with musical artists at live musical performances, to retailers, and directly to consumers via a website.

        For additional information about our segment results, refer to Note 3—Segment Information in the Notes to Unaudited Consolidated Financial Statements.

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LIQUIDITY AND CAPITAL RESOURCES

        As of September 30, 2009, Ticketmaster Entertainment had $595.1 million of cash and cash equivalents including $381.9 million in funds representing amounts equal to the face value of tickets sold on behalf of clients ("client funds"). Ticketmaster Entertainment's $595.1 million of cash and cash equivalents included approximately $335.4 million which were maintained principally in Canada, the United Kingdom, Australia and Ireland; of this balance, $219.1 million were client funds. The Company does not utilize client funds for its own financing or investing activities as the amounts are payable to clients.

        Net cash provided by operating activities was $189.8 million and $200.8 million for the nine months ended September 30, 2009 and 2008, respectively. The decrease of $11.0 million in net cash provided by operating activities reflected the decline in operating results and higher interest payments in 2009 compared to 2008. The decrease in net cash provided by operating activities was partially offset by higher contributions from client funds of $57.8 million, driven by the timing of settlements with clients, and favorable changes in working capital, which included the timing of settlements for accrued liabilities and income taxes payable.

        Net cash used in investing activities in the nine months ended September 30, 2009 of $61.4 million primarily resulted from cash paid for capital expenditures of $36.0 million and $25.6 million for acquisitions in the artist services segment. Net cash used in investing activities in the nine months ended September 30, 2008 of $1,357.1 million primarily resulted from cash transfers to IAC of $910.1 million, acquisitions, net of cash acquired, of $405.5 million and capital expenditures of $37.0 million. The cash transfers related to IAC's centrally managed U.S. treasury function. Acquisitions, net of cash acquired, primarily related to the acquisitions of TicketsNow, Paciolan and GET ME IN!.

        Net cash used in financing activities in the nine months ended September 30, 2009 of $34.7 million was primarily due to the repurchase and retirement of $13.0 million face value of the outstanding Senior Notes for $11.5 million in cash, the repayment of $15.0 million of the outstanding balance on the Company's Revolver, $6.3 million of distributions to noncontrolling interest holders and $1.5 million of payments on capital leases. Net cash provided by financing activities of $1,141.1 million in the nine months ended September 30, 2008 was primarily due to $300.0 million of proceeds received from the issuance of the Senior Notes and $450.0 million of proceeds received under the Senior Secured Credit Facilities. In addition, the Company drew down $15.0 million on its Revolver. The Company incurred $27.2 million of costs for these debt financings which were initiated in connection with the spin-off. In addition, the Company received $405.5 million in capital contributions from IAC during the nine-month period.

        Ticketmaster Entertainment anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. Ticketmaster Entertainment's ability to fund its cash and capital needs will be affected by its ongoing ability to generate cash from operations and the overall capacity and terms of its financing arrangements. Ticketmaster Entertainment believes that its cash on hand, excluding client funds, along with its anticipated operating cash flow in 2009 and its access to financing arrangements, are sufficient to fund operating needs, capital, investing and other commitments and contingencies for the foreseeable future.

        Under the Company's Senior Secured Credit Facilities and the indenture governing the Company's Senior Notes, the Company is required to comply with certain financial covenants. The Senior Notes contain two incurrence-based financial covenants, requiring that the Company meet a minimum fixed charge coverage ratio, as defined therein, of 2.0 to 1.0 and a maximum secured leverage ratio, as defined therein, of 2.25 to 1.0 in order to incur additional indebtedness, other than permitted debt. The senior secured credit facility has two maintenance-based quarterly financial covenants, requiring a maximum total leverage ratio of 3.5 to 1.0 and a minimum interest coverage ratio of 3.0 to 1.0. The

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total leverage ratio for the Senior Secured Credit Facilities, calculated as total debt, as defined therein, divided by total earnings before interest, taxes, depreciation and amortization ("EBITDA"), as defined therein, for the trailing twelve-month period is the most sensitive to change as debt levels increase and/or earnings decline. As of September 30, 2009, the Company was in compliance with all maintenance-based financial covenants.

        The Company believes it has adequate cash and cash equivalents and it will generate sufficient cash from operations to pay-down a portion of its debt, if required, in order to maintain compliance with all financial covenants through December 31, 2009. Ticketmaster Entertainment may, from time to time, engage in open market purchases of its Senior Notes.

        In the event that the proposed Merger with Live Nation is consummated, we expect that the cost of capital related to our bank financing will increase at such time as a result of having obtained amendments to the Senior Secured Credit Facilities required for the proposed Merger.

Critical Accounting Policies and Estimates

        Refer to the discussion of our accounting policies in our audited consolidated financial statements and notes for the year ended December 31, 2008, which are included in our Annual Report on Form 10-K, as amended, filed with the SEC.

        Ticketmaster Entertainment's management is required to make certain estimates and assumptions during the preparation of its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates.

        Significant estimates underlying the accompanying consolidated financial statements include: the recoverability of contract advances; the recoverability of long-lived assets; the recovery of goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; and assumptions related to the determination of stock-based compensation.

Recent Accounting Pronouncements

        Refer to the discussion of our accounting policies in our audited consolidated financial statements and notes for the year ended December 31, 2008, which are included in our Annual Report on Form 10-K, as amended, filed with the SEC. In addition, refer to Note 2—Summary of Recent Accounting Standards in the Notes to Unaudited Consolidated Financial Statements.

TICKETMASTER ENTERTAINMENT'S PRINCIPLES OF FINANCIAL REPORTING

        Ticketmaster Entertainment reports Adjusted EBITDA as a supplemental measure to GAAP. This measure is one of the primary metrics by which Ticketmaster Entertainment evaluates the performance of its segments and businesses, on which its internal budgets are based and by which management is compensated. Ticketmaster Entertainment believes that investors should have access to the same set of tools that it uses in analyzing its results. This supplemental measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Ticketmaster Entertainment provides and encourages investors to examine the reconciling adjustments between the GAAP measure and supplemental measure which are discussed below.

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Definition of Ticketmaster Entertainment's Supplemental Measure

        Adjusted Earnings before Interest, Income Taxes, Depreciation and Amortization ("Adjusted EBITDA"), is defined as operating income excluding, if applicable: (1) depreciation expense, (2) non-cash and stock-based compensation expense, (3) amortization and impairment of intangibles, (4) goodwill and other impairments, (5) pro forma adjustments for significant acquisitions, fair value adjustments to contingent consideration and executive compensation expense associated with significant transactions or the Merger with Live Nation and (6) one-time items. Ticketmaster Entertainment believes this measure is useful to investors because it represents the operating results from Ticketmaster Entertainment businesses excluding the effects of non-cash expenses. The Adjusted EBITDA metric was named Adjusted Operating Income in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2008. Adjusted EBITDA has certain limitations in that it does not take into account the impact to Ticketmaster Entertainment's Consolidated Statements of Operations of certain expenses, including acquisition-related accounting. Ticketmaster Entertainment endeavors to compensate for the limitations of the supplemental measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the supplemental measure.

Pro Forma Results

        Ticketmaster Entertainment will only present Adjusted EBITDA on a pro forma basis if a particular transaction is significant within the meaning of Rule 11-01 of Regulation S-X or if it views a transaction as so significant in nature that disclosure of pro forma financial information would be material to investors. For the periods presented in this report, there are no transactions that Ticketmaster Entertainment has included on a pro forma basis.

One-Time Items

        Adjusted EBITDA is presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. For the periods presented in this report, there are no one-time items.

Non-Cash and Stock-based Expenses That Are Excluded From Ticketmaster Entertainment's Supplemental Measure

        Non-cash and stock-based compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of restricted stock, restricted stock units and stock options. These expenses are not paid in cash, and Ticketmaster Entertainment will include the related shares in its future calculations of fully diluted shares outstanding. For the majority of the awards, upon vesting of restricted stock and restricted stock units and the exercise of certain stock options, the awards will be settled, at Ticketmaster Entertainment's discretion, on a net basis, with Ticketmaster Entertainment remitting the required tax withholding amount from its current funds. For certain stock-based awards which are classified as liabilities, upon vesting of the awards, the awards will be redeemed in cash at the then fair value of the stock awards.

        Amortization of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as purchase and distribution agreements, are valued and amortized over their estimated lives. While it is likely that Ticketmaster Entertainment will have significant intangible amortization expense as it continues to acquire companies, Ticketmaster Entertainment believes that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs.

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RECONCILIATION OF ADJUSTED EBITDA

        For a reconciliation of Adjusted EBITDA to Net income attributable to Ticketmaster Entertainment, Inc. for the three and nine months ended September 30, 2009 and 2008, see Note 3—Segment Information in Notes to Unaudited Consolidated Financial Statements.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

        For quantitative and qualitative disclosures about market risk, refer to Part II, Item 7A Quantitative and Qualitative Disclosure about Market Risk which is included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2008. Our exposure to market risk has not changed materially since December 31, 2008.

Item 4(T).    Controls and Procedures

        The Company monitors and evaluates on an ongoing basis its disclosure controls in order to improve its overall effectiveness. In the course of this evaluation, the Company modifies and refines its internal processes as conditions warrant.

        As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management, including our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective in providing reasonable assurance that information we are required to disclose in our filings with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

        We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 by the end of our fiscal year ending December 31, 2009. The notification of such compliance is due no later than the time we file our annual report for the fiscal year ending December 31, 2009. We believe we are devoting adequate resources and expertise, both internal and external, in order to meet this requirement. However, there is no guarantee that our efforts will result in management's ability to conclude, or our independent registered public accounting firm to attest, that our internal control over financial reporting is effective as of December 31, 2009.

        As required by Rule 13a-15(d) under the Exchange Act, we, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, also evaluated whether any changes occurred to our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, there has been no such change during the period covered by this report.

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PART II—OTHER INFORMATION

Item 1.    Legal Proceedings

UPS Consumer Class Action Litigation

        On October 21, 2003, a purported representative action was filed in California state court, challenging Ticketmaster Entertainment's charges to online customers for UPS ticket delivery. The complaint alleged in essence that it is unlawful for Ticketmaster Entertainment not to disclose on its website that the fee it charges to online customers to have their tickets delivered by UPS contains a profit component. The complaint asserted a claim for violation of California's Unfair Competition Law or "UCL," codified at California Business and Professions Code section 17200 et seq., and sought restitution or disgorgement of the difference between (i) the total UPS delivery fees charged by Ticketmaster Entertainment in connection with online ticket sales during the applicable statute of limitations period, and (ii) the amount Ticketmaster Entertainment paid to UPS for that service.

        On July 20, 2004, Ticketmaster filed a motion for summary judgment. The Court heard the motion on December 20, 2004, and denied Ticketmaster's motion, in part, based on Plaintiffs' arguments that they were not challenging Ticketmaster's rights to make a profit, but instead were only challenging Ticketmaster's UPS delivery charges based on Plaintiffs' "misleading pass-through" theory of liability.

        On December 7, 2004, Ticketmaster filed its first motion for judgment on the pleadings based on the passage of Proposition 64, which became effective in November 2004. Plaintiffs opposed the motion. The Court heard the motion on April 1, 2005, and explained that Plaintiffs could not proceed with a representative action without amending the complaint to comply with class action procedures.

        On August 31, 2005, the plaintiffs filed their first amended complaint, for the first time pleading this case as a putative class action. The first amended complaint alleged (i) as before, that Ticketmaster Entertainment's website disclosures in respect of its charges for UPS ticket delivery violate the UCL, and (ii) for the first time, that Ticketmaster Entertainment's website disclosures in respect of its ticket order-processing fees constitute false advertising in violation of California's False Advertising Law or "FAL," codified at California Business and Professions Code sections 17500 et seq. On this latter claim, the amended complaint seeks restitution or disgorgement of the entire amount of order-processing fees charged by Ticketmaster Entertainment during the applicable statute of limitations period.

        On September 25, 2006, Ticketmaster Entertainment filed their second motion for judgment on the pleadings, which the plaintiffs opposed. On November 21, 2006, Ticketmaster Entertainment requested that the court stay the case pending the California Supreme Court's decisions in two cases (In re Tobacco II Cases, 142 Cal. App. 4th 891 (2006), and Pfizer Inc. v. Superior Court (Galfano), 141 Cal. App. 4th 290 (2006)) that present issues concerning the interpretation of Proposition 64 that are directly pertinent to both of the pending motions. The plaintiffs opposed Ticketmaster Entertainment's request. On November 29, 2006, the court ordered that the case be stayed pending the California Supreme Court's ruling on the two cases referenced above.

        On September 20, 2007, the Court heard Plaintiffs' motion for class certification. On December 19, 2007, the Court issued an Order denying the motion without prejudice and continuing the stay of the case pending resolution of In re Tobacco II (the lead case before the Supreme Court on the relevant issues).

        On May 18, 2009, the California Supreme Court decided the Tobacco II case. On April 1, 2009, the Court granted plaintiff's motion for leave to file a Second Amended Complaint that purports to clarify plaintiff's existing claims under the UCL and FAL and adds new claims that (a) Ticketmaster Entertainment's order processing fees are unconscionable under the UCL and (b) Ticketmaster's alleged business practices violate the "unlawful" prong of the UCL because they also allegedly constitute an underlying violation of California's Consumer Legal Remedies Act (codified at California

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Civil Code sections 1750 et seq.). Ticketmaster Entertainment filed a demurrer to the Second Amended Complaint on May 8, 2009. Plaintiffs have filed a Third Amended Complaint to attempt to cure deficiencies in the Second Amended Complaint and to seek to address the California Supreme Court's holding in Tobacco II. Ticketmaster Entertainment filed a demurrer to the Third Amended Complaint on July 3. The hearing on the demurrer took place on August 7, 2009. The court took the matter under submission. Plaintiffs filed their second class certification motion on August 31, 2009, which Ticketmaster Entertainment opposed on September 21, 2009. The hearing on the motion is scheduled for November 19, 2009.

2001 Securities Class Action Litigation

        On November 30, 2001, a purported securities class action was filed against Ticketmaster Entertainment and other defendants in the U.S. District Court for the Southern District of New York. Plaintiff's suit was brought on behalf of purchasers of Ticketmaster Entertainment common stock during the period from the date of its initial public offering through December 6, 2000, and alleged violations by Ticketmaster Entertainment of Section 10(b) of the Exchange Act and Section 11 of the Securities Act. Plaintiff alleged that Ticketmaster Entertainment failed to disclose that its underwriters were to receive undisclosed and excessive compensation and had agreed to allocate shares in the IPO to customers in exchange for agreements to purchase shares in the aftermarket at pre-determined prices. This action was later consolidated with hundreds of similar actions against issuers and underwriters in the U.S. District Court for the Southern District of New York in In re Initial Public Offering Securities Litigation, No. 21 MC 92 (S.D.N.Y.). On February 19, 2003, the court granted a motion to dismiss the Section 10(b) claim against Ticketmaster Entertainment, but denied the motion as to the Section 11 claim against Ticketmaster Entertainment. On October 13, 2004, the district court granted a motion for class certification in the six so-called class certification "focus" cases in the consolidated litigation. Ticketmaster Entertainment is not a party in any of these focus cases. On December 5, 2006, the U.S. Court of Appeals for the Second Circuit reversed the trial court's decision. On August 14, 2007, plaintiffs filed amended complaints containing new class definitions in the six class certification focus cases. On November 13, 2007, the issuer defendants filed a motion to dismiss the amended complaints in the focus cases. On March 26, 2008, the district court granted this motion in part and denied it in part. Accordingly, this action remains pending against Ticketmaster Entertainment. The plaintiffs had filed a motion for class certification in the six class certification focus cases, however, on October 3, 2008, plaintiffs requested to withdraw that motion without prejudice. On October 10, 2008, the Court granted that request. On April 2, 2009, a proposed settlement among the parties in the consolidated litigation was filed with the Court, which, if finally approved by the Court, would result in the dismissal of the claims against the Company with prejudice. On June 9, 2009, the Court granted preliminary approval to the proposed settlement and scheduled a settlement fairness hearing for September 10, 2009. On October 6, 2009, the court approved the settlement.

Canadian Consumer Class Action Litigation Relating to TicketsNow

        In February of 2009, five putative consumer class action complaints were filed in Canada against TNow Entertainment Group, Inc., Ticketmaster Entertainment, Ticketmaster Canada Ltd., and Premium Inventory, Inc. All of the cases allege essentially the same set of facts and causes of action: each plaintiff purports to represent a class consisting of all persons who purchased a ticket from Ticketmaster Entertainment, Ticketmaster Canada or TicketsNow from early February of 2007 to the present. Each proposed class purports to extend to United States as well as Canadian consumers. The complaints allege in essence that Ticketmaster Entertainment and Ticketmaster Canada conspired to divert a large number of tickets for resale through the TicketsNow website at prices higher than face value in violation of Ontario's Ticket Speculation Act, the Amusement Act of Manitoba, the Amusement Act of Alberta, and the Quebec Consumer Protection Act, respectively. The Ontario case contains the additional allegation that Ticketmaster Entertainment and TicketsNow's service fees run

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afoul of anti-scalping laws. Each lawsuit seeks compensatory and punitive damages on behalf of the class.

United States Consumer Class Action Litigation Relating to TicketsNow

        From February through June of 2009, eleven purported class action lawsuits asserting causes of action under various state consumer protection laws were filed against Ticketmaster Entertainment and TicketsNow in District Courts in California, New Jersey, Minnesota, Pennsylvania, and North Carolina. The lawsuits allege that Ticketmaster and TicketsNow unlawfully deceived consumers by, among other things, selling large quantities of tickets to TicketsNow's ticket brokers, either prior to or at the time that tickets for an event go on sale, thereby forcing consumers to purchase tickets at significantly marked-up prices on TicketsNow instead of Ticketmaster.com. Plaintiffs further claim that Ticketmaster Entertainment violated various state consumer protection laws by allegedly "redirecting" consumers from Ticketmaster.com to Ticketsnow.com, thereby engaging in false advertising and an unfair business practice by deceiving consumers into inadvertently purchasing tickets from TicketsNow for amounts greater than face value. Plaintiffs claim that Ticketmaster Entertainment has been unjustly enriched by this conduct and seek compensatory damages, a refund to every class member of the difference between face value and the amount paid to TicketsNow, an injunction preventing Ticketmaster Entertainment from engaging in further unfair business practices with TicketsNow, and attorney fees and costs. On July 20, 2009, all of the cases were consolidated and transferred to the Central District of California. Plaintiffs filed their consolidated class action complaint on September 25, 2009. Ticketmaster Entertainment filed its response on October 26, 2009.

Litigation Relating to the Pending Merger with Live Nation

        Ticketmaster Entertainment and each of its directors have been named as defendants in two lawsuits filed in the Superior Court of California, Los Angeles County (the "Court"), challenging the Merger: McBride v. Ticketmaster Entertainment, Inc., No. BC407677, and Police and Fire Retirement System of the City of Detroit v. Ticketmaster Entertainment, Inc., No. BC408228. These actions were consolidated under the caption In re Ticketmaster Entertainment Shareholder Litigation, Lead Case No. BC407677, by a court order dated March 30, 2009. The plaintiffs filed an amended complaint in the consolidated action on July 2, 2009 and a second amended complaint on September 10, 2009 which superseded the earlier complaints. The second amended consolidated complaint generally alleges that Ticketmaster Entertainment and its directors breached their fiduciary duties by entering into the Merger Agreement without regard to the fairness of the Merger Agreement to the Ticketmaster Entertainment stockholders and by failing to obtain adequate consideration for shares of Ticketmaster Entertainment common stock. The second amended consolidated complaint also alleges that the preliminary joint proxy statement/prospectus of Live Nation and Ticketmaster Entertainment, which is a part of Amendment No. 1 to the Registration Statement of Live Nation that was filed with the SEC on July 1, 2009, contains material omissions and misstatements. Live Nation and Ticketmaster Entertainment's financial advisor, Allen & Co., are also named as defendants in the consolidated action and are charged with aiding and abetting the Ticketmaster Entertainment directors' alleged breaches of fiduciary duty. Among other things, the second amended consolidated complaint seeks an injunction barring the completion of the Merger until an adequate proxy statement is filed and Ticketmaster Entertainment and its directors have completed a proper process for selling Ticketmaster Entertainment or evaluating its strategic alternatives, rescission of the Merger Agreement compensatory damages, and attorneys' fees and expenses. Plaintiffs have filed a motion for leave to file a third amended complaint that is presently pending with the Court. Ticketmaster Entertainment and Live Nation believe the litigation is without merit and intend to defend it vigorously.

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Federal Trade Commission Investigation

        The Federal Trade Commission ("FTC") is currently investigating the methods by which Ticketmaster Entertainment and TicketsNow previously advertised and sold tickets to consumers on the TicketsNow resale marketplace. Ticketmaster Entertainment and TicketsNow are providing the FTC with information and responding to information requests from the FTC regarding these issues, and are continuing to cooperate with and negotiate an equitable resolution of the FTC's investigation.

Item 1A.    Risk Factor

Cautionary Statements Regarding Forward-Looking Information

        This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "projects," "intends," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: Ticketmaster Entertainment's anticipated financial performance, business prospects and, anticipated trends and prospects in the various industries in which Ticketmaster Entertainment businesses operate, new products, services and related strategies and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

        Actual results could differ materially from those contained in the forward-looking statements included in this report for a variety of reasons, including, among others, the risk factors set forth below. Other unknown or unpredictable factors that could also adversely affect Ticketmaster Entertainment's business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of our management as of the date of this report. Ticketmaster Entertainment does not undertake to update these forward-looking statements.

Risk Factors

        In addition to the other information set forth in this report, you should carefully consider the below risks, which could materially affect our business, financial condition or future results. The risks described below are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

RISKS RELATING TO THE PENDING MERGER WITH LIVE NATION

Our entry into a merger agreement with Live Nation may have adverse impacts.

        On February 10, 2009, we entered into a definitive merger agreement with Live Nation. Consummation of the merger is subject to customary closing conditions, including regulatory (including antitrust) approvals, and approval by our stockholders and the stockholders of Live Nation. It is not certain that these conditions will be met or waived, that the necessary approvals will be obtained, or that we will be able to successfully consummate the merger as provided for under the merger agreement, or at all. We face risks and uncertainties due both to the pendency of the merger as well as the potential failure to consummate the merger, including:

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We may not realize any or all of the potential benefits of the merger, including the substantial synergies that could result from combining the resources of Ticketmaster Entertainment and Live Nation;

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•

We will remain liable for significant transaction costs, including legal, accounting, financial advisory and other costs relating to the merger even if it is not consummated;

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If the merger agreement is terminated before we complete the merger, under some circumstances, we may have to pay a termination fee to Live Nation in the amount of $15 million plus Live Nation's expenses;

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The pendency of the merger could have an adverse impact on the Company's relationships with employees, customers and suppliers, and prospective customers or other third parties may delay or decline entering into agreements with us as a result of the announcement of the proposed merger;

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One of our key clients, Anschutz Entertainment Group, Inc. (together with its affiliates, "AEG") has sent a letter to us advising us of AEG's belief that any transaction involving Ticketmaster Entertainment and Live Nation would permit AEG, at its option, to terminate the ticketing agreement under which Ticketmaster Entertainment and its subsidiaries provide primary ticketing services to AEG; and

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The attention of our management and employees may be diverted from day-to-day operations.

        The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and our stock price. For more risks and uncertainties associated with the merger with Live Nation, please see the joint proxy statement/prospectus that Ticketmaster Entertainment and Live Nation intend to file with the SEC with respect to the proposed transaction.

RISKS RELATING TO OUR SPIN-OFF FROM IAC

If our spin-off from IAC, or one or more of the spin-offs of three other IAC subsidiaries from IAC that occurred on the same date, were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Ticketmaster Entertainment may be subject to significant tax liabilities.

        In connection with IAC's spin-off of each of Ticketmaster Entertainment and certain other former businesses of IAC, each of which is referred to as a Spinco, IAC received a private letter ruling from the IRS regarding the qualification of these spin-offs as transactions that are generally tax-free for U.S. federal income tax purposes. IAC's spin-off of each of the Spincos is referred to collectively as the IAC spin-offs. IAC also received an opinion of counsel regarding certain aspects of the transaction that were not covered by the private letter ruling. Notwithstanding the IRS private letter ruling and opinion of counsel, the IRS could determine that one or more of the IAC spin-offs should be treated as a taxable distribution if it determines that any of the representations, statements or assumptions or undertakings that were included in the request for the IRS private letter ruling are false or have been violated or if it disagrees with the conclusions in the opinion of counsel that are not covered by the IRS ruling. In addition, if any of the representations, statements or assumptions upon which the opinion of counsel was based were or become inaccurate, the opinion may be invalid.

        If any of the IAC spin-offs were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, then IAC would incur material income tax liabilities for which Ticketmaster Entertainment could be liable. Under applicable federal income tax rules, Ticketmaster Entertainment is severally liable for any federal income taxes imposed on IAC with respect to taxable periods during which Ticketmaster Entertainment was a member of IAC's consolidated federal income tax return group, including the period in which the IAC spin-offs were consummated. Under the Tax Sharing Agreement that Ticketmaster Entertainment entered into with IAC and the other Spincos, Ticketmaster Entertainment generally is required to indemnify IAC and the other Spincos for any taxes resulting from the Ticketmaster Entertainment spin-off to the extent such amounts resulted from (i) any act or failure to act by Ticketmaster Entertainment described in the covenants in the Tax Sharing Agreement, (ii) any acquisition of equity securities or assets of Ticketmaster Entertainment, or

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(iii) any breach by Ticketmaster Entertainment of any representation or covenant contained in the separation documents or in the documents relating to the IRS private letter ruling and/or tax opinions. Corresponding indemnification provisions also apply to the other Spincos. Ticketmaster Entertainment is entitled to indemnification from IAC, among other things, if, Ticketmaster Entertainment is liable for, or otherwise required to make a payment in respect of, a Ticketmaster Entertainment spin-off tax liability for which Ticketmaster Entertainment is not responsible under the Tax Sharing Agreement and, if applicable, is unable to collect from the Spinco responsible for such liability under the Tax Sharing Agreement. Ticketmaster Entertainment's ability to collect under these indemnity provisions would depend on the financial position of the indemnifying party.

Certain transactions in IAC, Ticketmaster Entertainment, or other Spinco equity securities could cause one or more of the IAC spin-offs to be taxable to IAC and may give rise to indemnification obligations of Ticketmaster Entertainment under the Tax Sharing Agreement.

        Current U.S. federal income tax law creates a presumption that any of the IAC spin-offs would be taxable to IAC if it is part of a "plan or series of related transactions" pursuant to which one or more persons acquire directly or indirectly stock representing a 50% or greater interest (by vote or value) in IAC or a Spinco (including Ticketmaster Entertainment). Acquisitions that occur during the four-year period that begins two years before the date of a spin-off are presumed to occur pursuant to a plan or series of related transactions, unless it is established that the acquisition is not pursuant to a plan or series of transactions that includes the spin-off.

        These rules limit Ticketmaster Entertainment's ability during the two-year period following the Ticketmaster Entertainment spin-off to enter into certain transactions that might be advantageous to Ticketmaster Entertainment and its stockholders, particularly issuing equity securities to satisfy financing needs, repurchasing equity securities, and, under certain circumstances, acquiring businesses or assets with equity securities or agreeing to be acquired. Under the Tax Sharing Agreement, there are restrictions on Ticketmaster Entertainment's ability to take such actions for a period of 25 months from the day after the date of the Ticketmaster Entertainment spin-off. Entering into the merger agreement with Live Nation did not violate these restrictions because, prior to entering into the agreement, Ticketmaster Entertainment provided IAC with an unqualified opinion of tax counsel contemplated by the Tax Sharing Agreement and IAC confirmed that the opinion was satisfactory to IAC.

        In addition to actions of IAC and the Spincos (including Ticketmaster Entertainment), certain transactions that are outside their control and therefore not subject to the restrictive covenants contained in the Tax Sharing Agreement, such as a sale or disposition of the stock of IAC or the stock of a Spinco by certain persons that own five percent or more of any class of stock of IAC or a Spinco could have a similar effect on the tax-free status of a spin-off as transactions to which IAC or a Spinco is a party. As of the date of the Ticketmaster Entertainment spin-off, Liberty Media and certain of its affiliates, in the aggregate, owned IAC stock representing approximately 61.6% by vote and 29.9% by value and, immediately subsequent to the Ticketmaster Entertainment spin-off, owned stock of each Spinco representing approximately 29.9% by vote and value. Accordingly, in evaluating Ticketmaster Entertainment's ability to engage in certain transactions involving its equity securities, Ticketmaster Entertainment will need to take into account the activities of Liberty Media and its affiliates.

        As a result of these rules, even if each IAC spin-off otherwise qualifies as a transaction that is generally tax-free for U.S. federal income tax purposes, transactions involving Spinco or IAC equity securities (including transactions by certain significant stockholders) could cause IAC to recognize taxable gain with respect to the stock of the Spinco as described above. Although the restrictive covenants and indemnification provisions contained in the Tax Sharing Agreement are intended to minimize the likelihood that such an event will occur, one or more of the IAC spin-offs may become taxable to IAC as a result of transactions in IAC or Spinco equity securities. As discussed previously,

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Ticketmaster Entertainment could be liable for such taxes under the Tax Sharing Agreement or under applicable federal income tax rules.

        In connection with the planned merger with Live Nation, Ticketmaster Entertainment has received an unqualified opinion of tax counsel that the transaction as contemplated in the definitive merger agreement will not have an adverse tax effect on the Ticketmaster Entertainment spin-off. Moreover, the closing of the merger is conditioned on Ticketmaster Entertainment having received another such unqualified opinion of tax counsel, dated as of the closing date of the merger, and IAC's written acknowledgement that the opinion is in form and substance satisfactory to IAC. However, the IRS may disagree with the conclusions in these opinions of counsel and determine that the merger causes the Ticketmaster Entertainment spin-off to be taxable to IAC. Were this to occur and that position were sustained, Ticketmaster Entertainment would be required to make material indemnification payments to IAC.

The spin-off agreements were not the result of arm's length negotiations.

        The agreements that Ticketmaster Entertainment entered into with IAC and the other Spincos in connection with the spin-offs, including the Separation and Distribution Agreement, Tax Sharing Agreement, Employee Matters Agreement and Transition Services Agreement, were established by IAC, in consultation with the Spincos, with the intention of maximizing the value to current IAC's shareholders. Accordingly, the terms for Ticketmaster Entertainment may not be as favorable as would have resulted from negotiations among unrelated third parties.

RISKS RELATING TO OUR BUSINESS

Live Entertainment Industry and General Economic Trends—Ticketmaster Entertainment's success depends, in significant part, on entertainment, sporting and leisure events and factors adversely affecting such events could have a material adverse effect on our business, financial condition and results of operations.

        Through its Ticketing segment, Ticketmaster Entertainment sells tickets to live entertainment, sporting and leisure events at arenas, stadiums, theaters and other facilities. Through its Artist Services segment, Ticketmaster Entertainment provides artist management services to nearly 200 clients, and derives significant revenues from touring and live concerts by these clients. Accordingly, Ticketmaster Entertainment's business, financial condition and results of operations are directly affected by the popularity, frequency and location of such events. Ticket sales are sensitive to fluctuations in the number and pricing of entertainment, sporting and leisure events and activities offered by promoters, teams and facilities, and adverse trends in the entertainment; sporting and leisure event industries could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations. The Ticketing segment relies on third parties to create and perform live entertainment, sporting and leisure events and to price tickets to such events. Accordingly, Ticketmaster Entertainment's success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events and the prices that the public is willing to pay to attend such events, as well as the availability of popular artists, entertainers and teams. Similarly, the Artist Services segment could be adversely affected if the artists it represents do not tour or perform as frequently as anticipated, or if such tours or performances are not as widely attended by fans as anticipated due to changing tastes, general economic conditions or otherwise.

        In addition, general economic conditions, consumer trends, work stoppages, natural disasters and terrorism could have a material adverse effect on Ticketmaster Entertainment's business, financial condition and results of operations. Entertainment-related expenditures are particularly sensitive to business and personal discretionary spending levels, which tend to decline during general economic downturns. Recent market conditions have been extremely volatile and unemployment rates have risen in recent months. As a result of these macroeconomic factors, it is reasonably possible that a continued

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worsening of Ticketmaster Entertainment's results or domestic and global economic conditions could change certain estimates and assumptions that are significant to the underlying amounts included in Ticketmaster Entertainment's Consolidated Financial Statements and the notes thereto included in its Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2008 and in the joint proxy statement/prospectus relating to the pending merger with Live Nation. A protracted global recession could have a significant negative impact on Ticketmaster Entertainment's business, financial condition and results of operations. Similarly, public heath issues or a health epidemic could result in the cancellation of live entertainment events or in lower attendance and ticket sales if fans choose to not attend events they would otherwise attend out of heath concerns. Recently, human cases of swine flu virus infection have been identified in the United States and internationally. If public health issues such as the swine flu were to result in the cancellation of live entertainment events or diminished ticket sales, Ticketmaster Entertainment's business, financial condition and results of operations could be negatively impacted.

Third Party Relationships—Ticketmaster Entertainment depends on relationships with clients and any adverse changes in these relationships could adversely affect its business, financial condition and results of operations.

        Ticketmaster Entertainment's success is dependent, in significant part, on the ability of Ticketmaster Entertainment's businesses to maintain and renew relationships with existing clients and to establish new client relationships. Ticketmaster Entertainment anticipates that for the foreseeable future, the substantial majority of its revenues from the Ticketing segment will be derived from online and offline sales of tickets. Ticketmaster Entertainment also expects that revenues from primary ticketing services, which consist primarily of per ticket convenience charges and per order "order processing" fees, will continue to comprise the substantial majority of its consolidated revenues for the Ticketing segment.

        Securing the right to sell tickets depends, in substantial part, on the ability of Ticketmaster Entertainment's businesses to enter into, maintain and renew client contracts on favorable terms. In light of the fact that the Merger ultimately may not be completed, it is important to note that revenue attributable to Ticketmaster Entertainment's largest client, Live Nation (including its subsidiary, House of Blues), represented approximately 13% of Ticketmaster Entertainment's total revenue in 2008. This client relationship consisted of four agreements, two with Live Nation (a worldwide agreement (other than England, Scotland and Wales) that expired without renewal on December 31, 2008, and an agreement covering England, Scotland and Wales that expires on December 31, 2009) and two with House of Blues (a U.S. agreement that expires on December 31, 2009, and a Canadian agreement that expires on March 1, 2010). Revenue attributable to the worldwide agreement and the agreement covering England, Scotland and Wales represented approximately 9% and 2%, respectively, of Ticketmaster Entertainment's total revenues in 2008. The worldwide agreement expired on December 31, 2008, and Ticketmaster Entertainment anticipates that none of the other agreements will be renewed. Live Nation launched its own ticketing business in 2009 to ticket Live Nation events and has publicly announced that it intends to use its ticketing system to distribute tickets for third-party live events. In addition, as is typical of the artist management industry, certain of Ticketmaster Entertainment's arrangements with clients of the Artist Services segment are terminable at will by either party. The loss of key artists could negatively impact Ticketmaster Entertainment's business.

        While fees from management services represent slightly less than half the revenue of Ticketmaster Entertainment's Artist Service segment, and no individual client represents more than 10% of revenue from management services, the loss of a number of key artists could negatively impact Ticketmaster Entertainment's business. In addition, as the relationship between a manager and artist is highly personalized, the loss of a manager may also result in a loss in the artist represented by the manager, which could negatively impact Ticketmaster Entertainment's business.

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        Ticketmaster Entertainment cannot provide assurances that its businesses will be able to maintain other existing client contracts, or enter into or maintain new client contracts, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on its business, financial condition and results of operations. As explained above and in the below risk factor, the ticketing business is highly competitive. A number of competing national, regional, and local ticketing service providers are aggressively seeking to secure ticketing contracts from existing and potential Ticketmaster Entertainment clients. In addition, facilities, promoters and other potential clients are increasingly electing to self-ticket and/or distribute a growing number of tickets through client direct or other new channels, which could adversely impact the ability of Ticketmaster Entertainment's businesses to secure renewals and new client contracts. The non-renewal or termination of an agreement with a major client or multiple agreements with a combination of smaller clients could have a material adverse effect on Ticketmaster Entertainment's business, financial condition and results of operations.

        Another important component of Ticketmaster Entertainment's success is the ability of Ticketmaster Entertainment's businesses to maintain existing and build new relationships with third party distribution channels and service providers, including providers of credit card processing and delivery services, as well as advertisers, among other parties. Any adverse changes in these relationships, including the inability of these parties to fulfill their obligations to Ticketmaster Entertainment's businesses for any reason, could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations.

Competition—The ticketing and artist services industries are highly competitive and competitors may win business away from Ticketmaster Entertainment, which could adversely affect Ticketmaster Entertainment's financial performance.

        The ticketing industry is highly competitive. Ticketmaster Entertainment faces significant competition from other national, regional and local primary ticketing service providers to secure new and retain existing clients on a continuous basis. Additionally, Ticketmaster Entertainment faces significant and increasing challenges from companies that sell self-ticketing systems and from clients who are increasingly choosing to self-ticket, through the integration of self-ticketing systems into their existing operations or the acquisition of primary ticket services providers and by increasing sales through facility box offices and season, subscription or group sales. Ticketmaster Entertainment also faces competition in the resale of tickets from online auction websites and resale marketplaces and from other ticket resellers with online distribution capabilities. The intense competition that Ticketmaster Entertainment faces in the ticketing industry could cause the volume of its ticketing services business to decline. There can be no assurance that Ticketmaster Entertainment will be able to compete successfully in the future with existing or potential competitors or that competition will not have an adverse effect on its business and financial condition. Moreover, as Ticketmaster Entertainment expands into new lines of businesses (including in connection with the pending merger with Live Nation), Ticketmaster Entertainment may face direct competition, in the live music industry, with its prospective or current primary ticketing clients, who primarily include live event content providers (such as owners or operators of live event venues, promoters of concerts and sports teams, among others). This direct competition with Ticketmaster Entertainment's prospective or current primary ticketing clients could result in a decline in the number of clients Ticketmaster Entertainment has and a decline in the volume of its ticketing services business, which could adversely affect its business and financial condition.

        The artist services industry is also a highly competitive industry. There are numerous other music management companies and individual managers in the United States alone. Ticketmaster Entertainment competes with these companies and individuals to discover new and emerging artists and to represent established acts. In addition, certain of Ticketmaster Entertainment's arrangements with clients of Ticketmaster Entertainment's Artist Services business are terminable at will by either party,

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leading to competition to retain those artists as clients. Competition is intense and may contribute to a decline in the volume of Ticketmaster Entertainment's Artist Services business, which could adversely affect Ticketmaster Entertainment's business and financial condition.

Covenants in Ticketmaster Entertainment's debt agreements restrict Ticketmaster Entertainment's business in many ways and if Ticketmaster Entertainment does not effectively manage its business to comply with these covenants, its financial condition and results of operations could be adversely affected.

        Ticketmaster Entertainment's senior secured credit facilities and/or the indenture governing the Ticketmaster Entertainment 10.75% senior notes due 2016, which are referred to as the Ticketmaster Entertainment Senior Notes, contain various covenants that limit Ticketmaster Entertainment's ability and/or Ticketmaster Entertainment's restricted subsidiaries' ability to, among other things:

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incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;

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issue redeemable stock and preferred stock;

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pay dividends or distributions or redeem or repurchase capital stock;

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prepay, redeem or repurchase debt;

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make loans and investments;

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enter into agreements that restrict distributions from Ticketmaster Entertainment's subsidiaries;

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sell assets and capital stock of Ticketmaster Entertainment's subsidiaries;

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enter into certain transactions with affiliates; and

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consolidate or merge with or into, or sell substantially all of Ticketmaster Entertainment's assets to, another person.

        In addition, Ticketmaster Entertainment's senior secured credit facilities require it to maintain specified financial ratios. Ticketmaster Entertainment's ability to meet those financial ratios can be affected by events beyond Ticketmaster Entertainment's control, and Ticketmaster Entertainment may be unable to meet those tests. Among other things, certain adjustments required in connection with the pending merger with Live Nation as a result of Ticketmaster Entertainment's status as the deemed accounting acquired company may make it more difficult for Ticketmaster Entertainment to comply with these financial ratios. In addition, a failure on Ticketmaster Entertainment's part to maintain effective internal controls to measure compliance with these covenants could affect its ability to take corrective actions on a timely basis, and could result in its being in breach. A breach of any of these covenants could result in a default under Ticketmaster Entertainment's senior secured credit facilities and/or Ticketmaster Entertainment's other indebtedness. Upon the occurrence of an event of default under Ticketmaster Entertainment's senior secured credit facilities, the lenders could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable. If Ticketmaster Entertainment were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness, which constitutes a significant portion of Ticketmaster Entertainment's assets. If the lenders under Ticketmaster Entertainment's senior secured credit facilities accelerate the repayment of borrowings, Ticketmaster Entertainment may not have sufficient assets to repay its senior secured credit facilities and its other indebtedness.

        Ticketmaster Entertainment's borrowings under its senior secured credit facilities are, and are expected to continue to be, at variable rates of interest and expose it to interest rate risk. If interest rates increase, Ticketmaster Entertainment's debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and Ticketmaster Entertainment's net income would decrease.

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International Presence and Expansion—Ticketmaster Entertainment's businesses operate in international markets in which Ticketmaster Entertainment has limited experience. Ticketmaster Entertainment's businesses may not be able to successfully expand into new, or further into existing, international markets.

        Ticketmaster Entertainment provides services in various jurisdictions abroad through a number of brands and businesses that it owns and operates, as well as through joint ventures, and expects to continue to expand its international presence. Ticketmaster Entertainment faces, and expects to continue to face, additional risks in the case of its existing and future international operations, including:

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political instability and unfavorable economic conditions in the markets in which Ticketmaster Entertainment currently has international operations or into which its brands and businesses may expand;

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more restrictive or otherwise unfavorable government regulation of the live entertainment and ticketing industries, including the regulation of the provision of primary ticketing and ticket resale services, as well as promotional, marketing and other related services, which could result in increased compliance costs and/or otherwise restrict the manner in which Ticketmaster Entertainment's businesses provide services and the amount of related fees charged for such services;

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limitations on the enforcement of intellectual property rights, which would preclude Ticketmaster Entertainment from building the brand recognition upon which it has come to rely in many jurisdictions;

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limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings to Ticketmaster Entertainment;

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adverse tax consequences;

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limitations on technology infrastructure, which could limit Ticketmaster Entertainment's ability to migrate international operations to the Ticketmaster System, which would result in increased costs;

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lower levels of Internet usage, credit card usage and consumer spending in comparison to those in the United States; and

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difficulties in managing operations and adapting to consumer desires due to distance, language and cultural differences, including issues associated with (i) business practices and customs that are common in certain foreign countries but might be prohibited by United States law and Ticketmaster Entertainment's internal policies and procedures, and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions, staffing and managing foreign operations, which Ticketmaster Entertainment might not be able to do effectively, or if so, on a cost-effective basis.

        Ticketmaster Entertainment's ability to expand its international operations into new jurisdictions, or further into existing, jurisdictions will depend, in significant part, on its ability to identify potential acquisition candidates, joint venture or other partners, and enter into arrangements with these parties on favorable terms, as well as Ticketmaster Entertainment's ability to make continued investments to maintain and grow existing international operations. If the revenues generated by international operations are insufficient to offset expenses incurred in connection with the maintenance and growth of these operations, Ticketmaster Entertainment's business, financial condition and results of operations could be materially and adversely affected. In addition, in an effort to make international operations in one or more given jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.

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        In addition, the ticketing industry in many jurisdictions abroad is more fragmented and local than it is in the United States. Ticketmaster Entertainment's success in these markets will depend on the ability of Ticketmaster Entertainment's businesses to create economies of scale by consolidating within each market geographically, which would most likely occur over a prolonged period, during which significant investments in technology and infrastructure would be required. In the case of expansion through organic growth, Ticketmaster Entertainment could face substantial barriers to entry in new markets, and barriers impeding expansion within existing markets, due primarily to the risks and concerns discussed above, among others.

Foreign Currency Risks—Ticketmaster Entertainment faces risks and uncertainties related to foreign currency exchange rate fluctuations.

        To the extent that costs and prices for services are established in local currencies and adjusted to U.S. dollars based on then-current exchange rates, Ticketmaster Entertainment will be exposed to foreign exchange rate fluctuations. After accounting for such fluctuations, Ticketmaster Entertainment may be required to record significant gains or losses, the amount of which will vary based on then current exchange rates, which could cause its results to differ materially from expectations. As Ticketmaster Entertainment continues to expand its international presence, its exposure to exchange rate fluctuations will increase, which may have a negative impact on its financial results.

Changing Customer Requirements and Industry Standards—Ticketmaster Entertainment's businesses may not be able to adapt quickly enough to changing customer requirements and industry standards.

        The e-commerce industry is characterized by evolving industry standards, frequent new service and product introductions and enhancements and changing customer demands. Ticketmaster Entertainment's businesses may not be able to adapt quickly enough and/or in a cost-effective manner to changes in industry standards and customer requirements and preferences, and their failure to do so could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations. In addition, the continued widespread adoption of new Internet or telecommunications technologies and devices or other technological changes could require Ticketmaster Entertainment's businesses to modify or adapt their respective services or infrastructures. The failure of Ticketmaster Entertainment's businesses to modify or adapt their respective services or infrastructures in response to these trends could render their existing websites, services and proprietary technologies obsolete, which could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations.

        In addition, Ticketmaster Entertainment is currently in the process of migrating its international brands and businesses to the Ticketmaster System in an attempt to provide consistent and state-of-the-art services across its businesses and to reduce the cost and expense of maintaining multiple systems, which Ticketmaster Entertainment may not be able to complete in a timely or cost-effective manner. Delays or difficulties in implementing the Ticketmaster System, as well as any new or enhanced systems, may limit Ticketmaster Entertainment's ability to achieve the desired results in a timely manner. Also, Ticketmaster Entertainment may be unable to devote financial resources to new technologies and systems in the future, which could adversely affect its business, financial condition and results of operations.

Compliance with Laws, Rules and Regulations—Ticketmaster Entertainment's failure to comply with existing laws, rules and regulations as well as changing laws, rules and regulations and other legal uncertainties, could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations.

        Since Ticketmaster Entertainment's businesses sell tickets and provide related services to consumers through a number of different online and offline channels, they are subject to a wide variety of statutes, rules, regulations, policies and procedures in various jurisdictions in the United States and

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abroad, which are subject to change at any time. For example, Ticketmaster Entertainment's businesses conduct marketing activities via the telephone and/or through online marketing channels, which activities are governed by numerous federal and state regulations, such as the Telemarketing Sales Rule, state telemarketing laws and the CAN-SPAM Act, among others. Ticketmaster Entertainment's businesses are also subject to laws, rules and regulations applicable to providers of primary ticketing and ticket resale services, which in some cases regulate the amount of transaction and other fees that they may be charged in connection with primary ticketing sales and/or the ticket prices that may be charged in the case of ticket resale services. New legislation of this nature is introduced from time to time in various (and is pending in certain) jurisdictions in which Ticketmaster Entertainment's businesses sell tickets and provide services. For example, several U.S. states and cities, Canadian provinces, the United Kingdom and European countries prohibit the resale of tickets at prices greater than the original face price (in the case of certain jurisdictions, without the consent of the venue) and/or prohibit the resale of tickets to certain types of events. Ticketmaster Entertainment's various businesses have recently been named as defendants in several purported class action lawsuits and other actions and investigations alleging violations of these types of laws. The failure of Ticketmaster Entertainment's businesses to comply with these laws and regulations could result in fines and/or proceedings against Ticketmaster Entertainment by governmental agencies and/or consumers, which if material, could adversely affect its business, financial condition and results of operations. In addition, the promulgation of new laws, rules and regulations that restrict or otherwise unfavorably impact the ability or manner in which Ticketmaster Entertainment's businesses provide primary ticketing and ticket resale services would require Ticketmaster Entertainment's businesses to change certain aspects of their business, operations and client relationships to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and/or subject Ticketmaster Entertainment to additional liabilities.

        In addition, the application of various domestic and international sales, use, value-added and other tax laws, rules and regulations to Ticketmaster Entertainment's historical and new products and services is subject to interpretation by applicable taxing authorities. While Ticketmaster Entertainment believes that it is compliant with current tax provisions, taxing authorities may take a contrary position and such positions may adversely affect its business, financial condition and results of operations. From time to time, federal, state and local authorities and/or consumers commence investigations, inquiries or litigation with respect to compliance by Ticketmaster Entertainment and its businesses with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws. Ticketmaster Entertainment's businesses have historically cooperated with authorities in connection with these investigations and have satisfactorily resolved each such material investigation, inquiry or litigation. Recently, several states and Canadian provinces have commenced investigations or inquiries regarding the relationship between Ticketmaster Entertainment and TicketsNow. Ticketmaster Entertainment has incurred significant legal expenses in connection with the defense of governmental investigations and litigation in the past and will be required to incur additional expenses in the future regarding such investigations and litigation. In the case of antitrust (and similar or related) matters, any adverse outcome could limit or prevent Ticketmaster Entertainment's businesses from engaging in the ticketing business generally (or in a particular market thereof) or subject them to potential damage assessments, all of which could have a material adverse effect on Ticketmaster Entertainment's business, financial condition and results of operations. See Part II, Item 1 "Legal Proceedings" of this report for a description of certain current legal proceedings involving Ticketmaster Entertainment.

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Maintenance of Systems and Infrastructure—Ticketmaster Entertainment's success depends, in part, on the integrity of Ticketmaster Entertainment's systems and infrastructures. System interruption and the lack of integration and redundancy in these systems and infrastructures may have an adverse impact on Ticketmaster Entertainment's business, financial conditions and results of operations.

        Ticketmaster Entertainment's success depends, in part, on Ticketmaster Entertainment's ability to maintain the integrity of Ticketmaster Entertainment's systems and infrastructure, including websites, information and related systems, call centers and distribution and fulfillment facilities. System interruption and the lack of integration and redundancy in Ticketmaster Entertainment's information systems and infrastructures may adversely affect Ticketmaster Entertainment's ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. Ticketmaster Entertainment may experience occasional system interruptions that make some or all systems or data unavailable or prevent its businesses from efficiently providing services or fulfilling orders. Ticketmaster Entertainment also relies on affiliate and third-party computer systems, broadband and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process and fulfill transactions. Any interruptions, outages or delays in its systems and infrastructures, its businesses, its affiliates and/or third parties, or deterioration in the performance of these systems and infrastructures, could impair the ability of Ticketmaster Entertainment's businesses to provide services, fulfill orders and/or process transactions. Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time. Any of these events could cause system interruption, delays and loss of critical data, and could prevent Ticketmaster Entertainment's businesses from providing services, fulfilling orders and/or processing transactions. While Ticketmaster Entertainment's businesses have backup systems for certain aspects of their operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, Ticketmaster Entertainment may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these adverse events were to occur, it could adversely affect Ticketmaster Entertainment's business, financial conditions and results of operations.

        In addition, any penetration of network security or other misappropriation or misuse of personal consumer information could cause interruptions in the operations of Ticketmaster Entertainment's businesses and subject Ticketmaster Entertainment to increased costs, litigation and other liabilities. Network security issues could lead to claims against Ticketmaster Entertainment for other misuse of personal information, such as for unauthorized purposes or identity theft, which could result in litigation and financial liabilities, as well as administrative action from governmental authorities. Security breaches could also significantly damage Ticketmaster Entertainment's reputation with consumers and third parties with whom Ticketmaster Entertainment does business. It is possible that advances in computer capabilities, new discoveries, undetected fraud, inadvertent violations of company policies or procedures or other developments could result in a compromise of information or a breach of the technology and security processes that are used to protect consumer transaction data. As a result, current security measures may not prevent any or all security breaches. Ticketmaster Entertainment may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. Ticketmaster Entertainment also faces risks associated with security breaches affecting third parties with which it is affiliated or otherwise conducts business online. Consumers are generally concerned with security and privacy of the Internet, and any publicized security problems affecting Ticketmaster Entertainment's businesses and/or those of third parties may discourage consumers from doing business with Ticketmaster Entertainment, which could have an adverse effect on Ticketmaster Entertainment's business, financial condition and results of operations.

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Privacy—The processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

        In the processing of consumer transactions, Ticketmaster Entertainment's businesses receive, transmit and store a large volume of personally identifiable information and other user data. The sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by Ticketmaster Entertainment and its businesses. Moreover, there are federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data. Specifically, personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. Ticketmaster Entertainment could be adversely affected if legislation or regulations are expanded to require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect its business, financial condition and results of operations.

        Ticketmaster Entertainment's businesses may also become exposed to potential liabilities as a result of differing views on the privacy of consumer and other user data collected by these businesses. Ticketmaster Entertainment's failure, and/or the failure by the various third party vendors and service providers with which Ticketmaster Entertainment does business, to comply with applicable privacy policies or federal, state or similar international laws and regulations or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage the reputation of these businesses, discourage potential users from trying Ticketmaster Entertainment's products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, one or all of which could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations.

Intellectual Property—Ticketmaster Entertainment may fail to adequately protect its intellectual property rights or may be accused of infringing intellectual property rights of third parties.

        Ticketmaster Entertainment may fail to adequately protect its intellectual property rights or may be accused of infringing intellectual property rights of third parties. Ticketmaster Entertainment regards its intellectual property rights, including patents, service marks, trademarks and domain names, copyrights, trade secrets and similar intellectual property (as applicable) as critical to its success. Ticketmaster Entertainment's businesses also rely heavily upon software codes, informational databases and other components that make up their products and services.

        Ticketmaster Entertainment relies on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect these proprietary rights. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use trade secret or copyrighted intellectual property without authorization which, if discovered, might require legal action to correct. In addition, third parties may independently and lawfully develop substantially similar intellectual properties.

        Ticketmaster Entertainment has generally registered and continues to apply to register, or secure by contract when appropriate, its trademarks and service marks as they are developed and used, and reserves and registers domain names as it deems appropriate. Ticketmaster Entertainment generally considers the protection of its trademarks to be important for purposes of brand maintenance and reputation. While Ticketmaster Entertainment vigorously protects its trademarks, service marks and domain names, effective trademark protection may not be available or may not be sought in every country in which products and services are made available, and contractual disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain name may be available or be registered, even if available. The failure of Ticketmaster Entertainment to protect its

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intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand names and limit its ability to control marketing on or through the Internet using its various domain names or otherwise, which could adversely affect its business, financial condition and results of operations.

        Some of Ticketmaster Entertainment's businesses have been granted patents and/or have patent applications pending with the United States Patent and Trademark Office and/or various foreign patent authorities for various proprietary technologies and other inventions. Ticketmaster Entertainment considers applying for patents or for other appropriate statutory protection when it develops valuable new or improved proprietary technologies or identifies inventions, and will continue to consider the appropriateness of filing for patents to protect future proprietary technologies and inventions as circumstances may warrant. The status of any patent involves complex legal and factual questions, and the breadth of claims allowed is uncertain. Accordingly, any patent application filed may not result in a patent being issued or existing or future patents may not be adjudicated valid by a court or be afforded adequate protection against competitors with similar technology. In addition, third parties may create new products or methods that achieve similar results without infringing upon patents that Ticketmaster Entertainment owns. Likewise, the issuance of a patent to Ticketmaster Entertainment does not mean that its processes or inventions will not be found to infringe upon patents or other rights previously issued to third parties.

        From time to time, Ticketmaster Entertainment is subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, litigation may be necessary in the future to enforce Ticketmaster Entertainment's intellectual property rights, protect trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations. Patent litigation tends to be particularly protracted and expensive.

Key Employees—Failure to attract and retain key employees could adversely impact Ticketmaster Entertainment's business, including prior to the completion of the Merger.

        In order to be successful, Ticketmaster Entertainment must attract and retain talented executives and other key employees, including those in managerial, technical, sales, marketing, and support positions. Ticketmaster Entertainment's businesses require individuals with relevant experience and diverse skill sets, and the market for these personnel is highly competitive. The failure to attract employees with the requisite skills and abilities to Ticketmaster Entertainment, or the loss of key employees, such as Ticketmaster Entertainment's Chief Executive Officer, Mr. Azoff, who not only has a leadership role for Ticketmaster Entertainment as a whole but also is critical to the success of its Artist Services business, could adversely impact Ticketmaster Entertainment's ability to meet key objectives, such as the timely and effective development and delivery of products and services, and could otherwise have a significant impact on Ticketmaster Entertainment's operations.

Ticketmaster Entertainment may be unable to make the changes necessary to comply with the internal control over financial reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

        Ticketmaster Entertainment is required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 by the end of its fiscal year ending December 31, 2009 for the first time as a newly established public company, and, accordingly, its Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2008 does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of its independent registered public accounting firm due to a transition period established by the SEC. If Ticketmaster Entertainment's management is unable to conclude that Ticketmaster Entertainment maintains effective internal control over financial

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reporting as of December 31, 2009 and future periods, or if Ticketmaster Entertainment's independent registered public accounting firm is unable to deliver an attestation report opining that Ticketmaster Entertainment maintains effective internal control over financial reporting as of December 31, 2009 and future periods, Ticketmaster Entertainment's business, financial condition and results of operations could be adversely affected.

Ticketmaster Entertainment may be unable to make the changes necessary to operate effectively as a separate public entity and has incurred and will incur additional costs related to operating as an independent company.

        As a result of Ticketmaster Entertainment's spin-off from IAC, IAC no longer has any obligation to provide financial, operational or organizational assistance to Ticketmaster Entertainment, other than limited services pursuant to a Transition Services Agreement that Ticketmaster Entertainment entered into in connection with the Ticketmaster Entertainment spin-off with IAC and the Spincos. As a separate public entity, Ticketmaster Entertainment is subject to, and responsible for, regulatory compliance, including periodic public filings with the SEC and compliance with NASDAQ's continued listing requirements, as well as generally applicable tax and accounting rules. The obligations of being a public company, including substantial public reporting and investor relations obligations, have required and will require additional expenditures, place new demands on Ticketmaster Entertainment's management and have required and will require the hiring of additional personnel. Ticketmaster Entertainment may need to implement additional systems that require new expenditures in order to adequately function as a public company. Ticketmaster Entertainment has endeavored to make the changes necessary to successfully operate as an independent public entity; however, this is an ongoing process that may present unanticipated challenges and costs that could have an adverse effect on Ticketmaster Entertainment.

Brand Recognition—Failure to maintain brand recognition and attract and retain customers in a cost-effective manner could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations.

        Maintaining and promoting the Ticketmaster and www.ticketmaster.com (and related international) brand names and, to a lesser extent, the www.ticketsnow.com, www.ticketweb.com, www.museumtix.com and www.tmvista.com (and related international) brand names, is critical to the ability of Ticketmaster Entertainment's businesses to attract consumers and business customers to their respective websites and other distribution channels. Ticketmaster Entertainment believes that the importance of brand recognition will increase, given the growing number of online ticketing services due to relatively low barriers to entry to providing online content and services. Accordingly, Ticketmaster Entertainment has spent, and expects to continue to spend, increasing amounts of money on, and devote greater resources to, branding and other marketing initiatives, including search engine optimization techniques and paid search engine marketing, neither of which may be successful or cost-effective. The failure of Ticketmaster Entertainment's businesses to maintain the recognition of their respective brands and to attract and retain consumers in a cost-effective manner could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations.

Acquisitions—Ticketmaster Entertainment may experience operational and financial risks in connection with acquisitions. In addition, some of the businesses acquired by Ticketmaster Entertainment may incur significant losses from operations or experience impairment of carrying value.

        Ticketmaster Entertainment's growth may depend upon future acquisitions and depends, in part, on Ticketmaster Entertainment's ability to successfully integrate historical acquisitions. Ticketmaster

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Entertainment may experience operational and financial risks in connection with acquisitions. To the extent that Ticketmaster Entertainment continues to grow through acquisitions, it will need to:

•

successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;

•

retain the clients of the acquired businesses;

•

retain and integrate key personnel at acquired businesses; and

•

successfully manage acquisition-related resource demands on its management, operations and financial resources and/or those of acquired businesses.

        Ticketmaster Entertainment may not be successful in addressing these challenges or any others encountered in connection with recent and future acquisitions and the failure to do so could adversely affect its business, financial condition and results of operations. The anticipated benefits of one or more acquisitions may not be realized and future acquisitions could result in potentially dilutive issuances of equity securities and/or contingent liabilities. Also, the value of goodwill and other intangible assets acquired could be impacted by one or more unfavorable events or trends, which could result in impairment charges, in addition to the $1.1 billion charge recorded in the fourth quarter of 2008 related to the impairment of goodwill. The occurrence of any of these events could adversely affect Ticketmaster Entertainment's business, financial condition and results of operations.

        Through certain acquisitions (all of which were completed prior to February 8, 2009), such as the acquisitions of TicketsNow, Emma Entertainment, Echo, GET ME IN! and Front Line, Ticketmaster Entertainment entered into aspects, and through future acquisitions may enter into aspects, of the ticketing and/or entertainment industries in which it had not previously participated directly. Acquisitions of this nature could adversely affect relationships with new and potential clients to the extent that clients view the interests of acquired businesses, or those of Ticketmaster Entertainment overall following the completion of any such acquisitions, as competing with or diverging from their own, which could adversely impact Ticketmaster Entertainment's relationships with its clients and its ability to attract new clients. This would adversely affect Ticketmaster Entertainment's business, financial condition and results of operations.

Future Capital Needs—Ticketmaster Entertainment may have future capital needs and may not be able to obtain additional financing on acceptable terms.

        In connection with Ticketmaster Entertainment's spin-off from IAC, Ticketmaster Entertainment incurred indebtedness of approximately $765 million and has since drawn down an additional $100 million from its revolving credit facility, which is referred to as the revolver. Ticketmaster Entertainment's future capital needs may include funds necessary to develop new services or to enhance its existing services, to complete acquisitions or to otherwise take advantage of business opportunities or respond to competitive pressures.

        These arrangements and current market conditions may limit Ticketmaster Entertainment's ability to secure additional financing in the future on favorable terms or at all. Ticketmaster Entertainment's ability to secure additional financing and satisfy Ticketmaster Entertainment's financial obligations under indebtedness outstanding from time to time will depend upon Ticketmaster Entertainment's future operating performance, which is subject to then prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond Ticketmaster Entertainment's control. The prolonged continuation or worsening of current credit market conditions would have a material adverse effect on Ticketmaster Entertainment's ability to secure financing on favorable terms, if at all.

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        Ticketmaster Entertainment may be unable to secure additional financing or financing on favorable terms or its operating cash flow may be insufficient to satisfy its financial obligations under indebtedness outstanding from time to time (if any). Furthermore, if financing is not available when needed, or is available on unfavorable terms, Ticketmaster Entertainment may be unable to develop new services or enhance its existing services, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on its business, financial condition and results of operations. If additional funds are raised through the issuance of equity securities, Ticketmaster Entertainment stockholders may experience significant dilution. Also, Ticketmaster Entertainment's ability to engage in significant equity issuances is limited in order to preserve the tax-free nature of the Ticketmaster Entertainment spin-off.

Volatile Stock Price—Ticketmaster Entertainment's stock price has been volatile.

        Shares of Ticketmaster Entertainment common stock began trading on NASDAQ on August 21, 2008 upon completion of Ticketmaster Entertainment's spin-off from IAC (and for a short period prior to that were listed on a "when-issued" basis). Since this time, the market price of Ticketmaster Entertainment common stock has been volatile. It is likely that the market price of Ticketmaster Entertainment common stock will continue to be subject to significant fluctuations. Ticketmaster Entertainment believes that future announcements concerning it, its competitors or its principal customers, including technological innovations, new product and service introductions, governmental regulations, litigation or changes in earnings estimated by it or analysts may cause the market price of Ticketmaster Entertainment common stock to fluctuate substantially in the future. Sales of substantial amounts of outstanding Ticketmaster Entertainment common stock in the public market could materially and adversely affect the market price of Ticketmaster Entertainment common stock. Further, in recent months, the stock market has experienced extreme price fluctuations in equity securities of listed companies. These price and volume fluctuations often have been unrelated to the operating performance of those companies. These fluctuations, as well as general economic, political and market conditions, such as armed hostilities, acts of terrorism, civil disturbances, recessions, international currency fluctuations or tariffs and other trade barriers, may materially and adversely affect the market price of Ticketmaster Entertainment common stock.

Goodwill Impairment—A significant portion of Ticketmaster Entertainment's goodwill recently became impaired and may suffer further impairment in the future. Any future impairment could negatively affect Ticketmaster Entertainment's financial results and financial condition.

        In accordance with GAAP, Ticketmaster Entertainment tests goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. If the carrying amount of Ticketmaster Entertainment's goodwill exceeds its implied fair value, an impairment loss equal to the excess is recorded. During the year ended December 31, 2008, Ticketmaster Entertainment recognized a total non-cash charge of $1.1 billion related to the impairment of goodwill of its Ticketing reporting unit. As of December 31, 2008, after giving effect to the impairment charge, Ticketmaster Entertainment had goodwill of approximately $455.8 million, which constituted approximately 27% of its total assets at that date. Due to the volatile stock market, the current economic uncertainty and other factors, Ticketmaster Entertainment cannot assure investors that remaining goodwill will not be further impaired in future periods. Impairment may result from, among other things, a significant and sustained decline in its stock prices and market capitalization, a significant decline in its expected cash flows, an adverse change in the business climate and slower growth rates in its industry. If Ticketmaster Entertainment is required to record an impairment charge for its goodwill in the future, this would adversely impact its financial condition and financial results.

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Item 6.    Exhibits

Exhibit		Description
	10.1	Amendment No. 1 to Credit Agreement among Ticketmaster Entertainment, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative and Collateral Agent, dated July 25, 2008.
	31.1	CEO Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
	31.2	CFO Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
	32.1	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TICKETMASTER ENTERTAINMENT, INC.                              (Registrant)
Date: November 9, 2009	By:	/s/ BRIAN REGAN Brian Regan Executive Vice President and Chief Financial Officer

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 1, dated as of May 12, 2009 (this “Amendment”), to the Credit Agreement dated as of July 25, 2008 (the “Credit Agreement”) among Ticketmaster Entertainment, Inc. (f/k/a Ticketmaster), a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent.  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein;

WHEREAS, Section 11.01 of the Credit Agreement provides that the relevant Credit Parties and the Required Lenders may amend the Credit Agreement and the other Credit Documents;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.               Amendment.  The Credit Agreement is, effective as of the Amendment Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Section 2.               Representations and Warranties, No Default.  The Borrower hereby represents and warrants that (i) as of the date hereof, no Default or Event of Default exists and is continuing and (ii) all representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects).

Section 3.               Effectiveness.  Subject to the last paragraph of this Section 3, Section 1 of this Amendment shall become effective on the date (such date, if any, the “Amendment Effective Date”) that the following conditions have been satisfied:

(i)      the Administrative Agent shall have received executed signature pages hereto from Lenders constituting the Required Lenders as of the Consent Deadline (as defined below) and each Credit Party;

(ii)     the Administrative Agent shall have received from the Borrower a non-refundable fee (the “Consent Fee”), for the account of each Lender that has delivered an executed signature page hereto on or prior to 12:00 noon, New York time, May 12, 2009 or such later time as the Administrative Agent may notify the Lenders (the “Consent Deadline”), equal to 0.50% of the sum of (x) the principal amount of Term Loans of such

* As indicated in Section 1 of Amendment No. 1 to the Ticketmaster Entertainment Inc. Credit Agreement, the Credit Agreement is, as of the Amendment Effective Date (as defined in the Amendment No. 1 to the Ticketmaster Entertainment Inc. Credit Agreement), amended by the addition and deletion of certain text. For purposes of the Credit Agreement as Exhibit A Exhibit 10.1 such deletions are indicated textually in the same manner as the following example: stricken text, and such additions are indicated textually in the same manner as the following example: underlined text.

Lender at the Consent Deadline and (y) the Revolving Commitment of such Lender at the Consent Deadline; and

(iii)    the Administrative Agent shall have received a signed certificate of an authorized officer of the Borrower stating that the Live Nation Merger (as defined in Exhibit A) shall be consummated pursuant to the terms of the Live Nation Merger Agreement (as defined in Exhibit A) within one Business Day of the date of such certificate.

Notwithstanding the foregoing:

(A) if the Live Nation Merger has not been consummated on or prior to the first date on which either the Borrower or Live Nation (as defined in Exhibit A) has the right to terminate the Live Nation Merger Agreement pursuant to Section 8.1(b)(i) thereof (for the avoidance of doubt after giving effect to the extension of the “End Date” provided for therein) (the “Scheduled End Date”) then Section 1 of this Amendment shall not become effective notwithstanding the subsequent satisfaction of the condition set forth in clause (iii) above unless on or prior to the Scheduled End Date the Borrower shall have (x) paid half of the Consent Fee required pursuant to clause (ii) above and (y) delivered a signed certificate of an authorized officer of the Borrower stating that the Borrower has elected to have the amendments to the definition of “Applicable Percentage” set forth in Exhibit B (together, the “50% Pricing Amendments”) become effective on the Scheduled End Date, in which case, the 50% Pricing Amendments shall become effective as of the Scheduled End Date;

(B) if the Borrower has exercised its option under clause (A) of this Section 3, and the Live Nation Merger has not been consummated on or prior to the date that is three (3) months after the Scheduled End Date (the “Extended End Date”), then Section 1 of this Amendment shall not become effective notwithstanding the subsequent satisfaction of the condition set forth in clause (iii) above unless on or prior to the Extended End Date the Borrower shall have (x) paid the remaining 50% of the Consent Fee required pursuant to clause (ii) above and (y) delivered a signed certificate of an authorized officer of the Borrower stating that the Borrower has elected to have the amendments to the definitions of “Applicable Percentage” and “Eurodollar Rate” included in Exhibit A (together, the “Full Pricing Amendments”) become effective on the Extended End Date (except that any reference to “Amendment No. 1 Effective Date” contained in such definitions shall be deemed to refer to the “Extended End Date”), in which case, the Full Pricing Amendments shall become effective as of the Extended End Date; and

(C) if the Live Nation Merger Agreement is terminated in accordance with its terms prior to the consummation of the Live Nation Merger, then Section 1 of this Amendment shall not become effective (and, in any event, Section 1 of this Amendment shall not become effective until each of the conditions set forth in clauses (i) through (iii) of the first paragraph of this Section 3 have been satisfied), but, for the avoidance of doubt, the 50% Pricing Amendments or the Full Pricing Amendments, as applicable, shall remain effective to the extent the Borrower has previously elected to cause such amendments to become effective in accordance with clauses (A) or (B) above.  Any portion of the Consent Fee paid in accordance with clause (A) or (B) above shall be non-refundable under any circumstances (it being understood, however, that any such payment

2

shall be taken into account for purposes of determining whether the condition in clause (ii) of the preceding paragraph has been satisfied).

Section 4.               Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 5.               Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 6.               Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 7.               Effect of Amendment.  Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the L/C Issuer, in each case under the Credit Agreement or any other Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Credit Document.  Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.  Each Credit Party reaffirms its obligations under the Credit Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents.  This Amendment shall constitute a Credit Document for purposes of the Credit Agreement and from and after the Amendment Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment (and to the extent provided in Section 3(A) and 3(B), from and after the Scheduled End Date and the Extended End Date, such references shall refer to the Credit Agreement as amended by the 50% Pricing Amendments and the Full Pricing Amendments, respectively).

3

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

[SIGNATURES FOLLOW]

TICKETMASTER ENTERTAINMENT, INC.
By:	/s/ BRIAN REGAN
	Name:	Brian Regan
	Title:	Executive Vice President and
		Chief Financial Officer
TICKETMASTER ADVANCE TICKETS, LLC
TICKETMASTER L.L.C.
TICKETMASTER EDCS LLC
TICKETMASTER CALIFORNIA GIFT CERTIFICATES L.L.C.
TICKETMASTER WEST VIRGINIA GIFT CERTIFICATES L.L.C.
TICKETMASTER GEORGIA GIFT CERTIFICATES L.L.C.
TICKETMASTER FLORIDA GIFT CERTIFICATES L.L.C.
MICROFLEX 2001 LLC
TICKETMASTER-INDIANA, L.L.C.
TICKETMASTER INDIANA HOLDINGS CORP.
TICKETMASTER NEW VENTURES HOLDINGS, INC.
TICKETMASTER CHINA VENTURES, L.L.C.
IAC PARTNER MARKETING, INC.
TM VISTA INC.
TICKETWEB, LLC
TICKETMASTER MULTIMEDIA HOLDINGS LLC
By:	/s/ BRIAN REGAN
	Name:	Brian Regan
	Title:	Executive Vice President and Chief
		Financial Officer

5

THE V.I.P. TOUR COMPANY
TNOW ENTERTAINMENT GROUP, INC.
PREMIUM INVENTORY, INC.
EVENTINVENTORY.COM, INC.
NETTICKETS.COM, INC.
OPENSEATS, INC.
TICKETSNOW.COM, INC.
SHOW ME TICKETS, LLC
ECHOMUSIC, LLC
By:	/s/ BRIAN REGAN
	Name:	Brian Regan
	Title:	Vice President
PACIOLAN, INC.
By:	/s/ BRIAN REGAN
	Name:	Brian Regan
	Title:	Vice President
FLMG HOLDINGS CORP.
By:	/s/ CHRIS RILEY
	Name:	Chris Riley
	Title:	Vice President
FRONT LINE MANAGEMENT GROUP, INC.
AZOFF PROMOTIONS LLC
FEA MERCHANDISE INC.
FRONT LINE BCC LLC
ILAA, INC.
ILA MANAGEMENT, INC.
SPALDING ENTERTAINMENT, LLC
ENTERTAINERS ART GALLERY LLC
By:	/s/ COLIN HODGSON
	Name:	Colin Hodgson
	Title:	CFO

6

JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and as a Lender
By:	/s/ PETER B. THAUER
	Name:	Peter B. Thauer
	Title:	Executive Director
PACIFICA CDO V, LTD
PACIFICA CDO VI, LTD
WESTWOOD CDO II, LTD
By:	/s/ WILLIAM LEMBERG
	Name:	William Lemberg
	Title:	Senior Vice President
AIB DEBT MANAGEMENT, LIMITED
By:	/s/ MICHAEL REILLY
	Name:	Michael Reilly
	Title:	Vice President
		Investment Advisor to
		AIB Debt Management Limited
By:	/s/ KEITH HAMILTON
	Name:	Keith Hamilton
	Title:	Assistant Vice President
		Investment Advisor to
		AIB Debt Management Limited
AVENUE CLO IV, LIMITED
AVENUE CLO V, LIMITED
AVENUE CLO VI, LIMITED
By:	/s/ SRIRAM BALAKRISHNAN
	Name:	Sriram Balakrishnan
	Title:	Portfolio Manager
BANK OF AMERICA, N.A.
By:	/s/ JAY D. MARQUIS
	Name:	Jay D. Marquis
	Title:	Vice President

7

BANK OF COMMUNICATIONS CO., LTD., New York Branch
By:	/s/ HONG TU
	Name:	Hong Tu
	Title:	General Manager
BANK OF NOVA SCOTIA
By:	/s/ BRENDA S. INSULL
	Name:	Brenda S. Insull
	Title:	Authorized Signatory
BARCLAYS BANK PLC
By:	/s/ DAVID BARTON
	Name:	David Barton
	Title:	Director
CANARAS SUMMIT CLO LTD, by Canaras Capital Management LLC as Sub-Investment Adviser
By:	/s/ ALAN CHAO
	Name:	Alan Chao
	Title:	Authorized Signatory
GREEN ISLAND CBNA LOAN FUNDING LLC
By:	/s/ ANDREW VALKO
	Name:	Andrew Valko
	Title:	Attorney-In-Fact
CIT CLO I LTD., by CIT Asset Management LLC
By:	/s/ ROGER M. BURNS
	Name:	Roger M. Burns
	Title:	President
		CIT Asset Management

8

EAGLE MASTER FUND LTD., by
Citigroup Alternative Investments LLC, as Investment Manager for and on behalf of Eagle Master Fund Ltd.
LMP CORPORATE LOAN FUND, INC., by Citigroup Alternative Investments LLC
REGATTA FUNDING LTD., by
Citigroup Alternative Investments LLC, attorney-in-fact
By:	/s/ ROGER YEE
	Name:	Roger Yee
	Title:	Vice President
COLUMBUSNOVA CLO IV LTD. 2007-II
COLUMBUSNOVA CLO LTD. 2006-I
COLUMBUSNOVA CLO LTD. 2006-II
COLUMBUSNOVA CLO LTD. 2007-I
By:	/s/ DAVID M. FELTY
	Name:	David M. Felty
	Title:	Director
CIFC FUNDING 2006-IB, LTD.
CIFC FUNDING 2006-II, LTD.
CIFC FUNDING 2007-I, LTD.
CIFC FUNDING 2007-III, LTD.
CIFC FUNDING 2007-IV, LTD.
By:	/s/ WILLIAM PARK
	Name:	William Park
	Title:	Chief Administrative Officer
DENALI CAPITAL LLC, managing member of DC Funding Partners LLC,
Collateral Manager for Merrill Lynch CLO 2007-I, Ltd., or an Affiliate
By:	/s/ JOHN P. THACKER
	Name:	John P. Thacker
	Title:	Chief Credit Officer

9

FLAGSHIP CLO III, by Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), as Collateral Manager
FLAGSHIP CLO IV, by Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), as Collateral Manager
FLAGSHIP CLO V, by Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), as Collateral Manager
FLAGSHIP CLO VI, by Deutsche Investment Management Americas, Inc., as Collateral Manager
By:	/s/ ERIC S. MEYER
	Name:	Eric S. Meyer
	Title:	Managing Director
By:	/s/ THOMAS R. BOUCHARD
	Name:	Thomas R. Bouchard
	Title:	Vice President
DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK FRANKFURT AM MAIN, New York Branch
By:	/s/ PAUL FITZPATRICK
	Name:	Paul Fitzpatrick
	Title:	VP
By:	/s/ OLIVER HILDENBRAND
	Name:	Oliver Hildenbrand
	Title:	SVP
FIRST COMMERCIAL BANK, Los Angeles Branch
By:	/s/ WEN-HAN WU
	Name:	Wen-Han Wu
	Title:	Deputy General Manager

10

BLUE SHIELD OF CALIFORNIA
FRANKLIN CLO V, LIMITED
FRANKLIN CLO VI, LIMITED
By:	/s/ DAVID ARDINI
	Name:	David Ardini
	Title:	Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND
FRANKLIN FLOATING RATE MASTER SERIES
FRANKLIN TEMPLETON SERIES II FUNDS
FRANKLIN FLOATING RATE II FUND
By:	/s/ RICHARD HSU
	Name:	Richard Hsu
	Title:	Asst. Vice President
GENERAL ELECTRIC PENSION TRUST, as a Lender, by GE Asset Management Inc., as Collateral Manager
NAVIGATOR CDO 2004, LTD., as a Lender, by GE Asset Management Inc., as
Collateral Manager
NAVIGATOR CDO 2005, LTD., as a Lender, by GE Asset Management Inc., as
Collateral Manager
NAVIGATOR CDO 2006, LTD., as a Lender, by GE Asset Management Inc., as
Collateral Manager
By:	/s/ JOHN CAMPOS
	Name:	John Campos
	Title:	Authorized Signatory

11

CHELSEA PARK CLO LTD., by GSO/Blackstone Debt Funds Management
LLC as Collateral Manager
COLUMBUS PARK CDO LTD., by GSO/Blackstone Debt Funds Management
LLC as Collateral Manager
GALE FORCE 1 CLO, LTD., by
GSO/Blackstone Debt Funds Management
LLC as Collateral Manager
GALE FORCE 2 CLO, LTD., by
GSO/Blackstone Debt Funds Management
LLC as Collateral Manager
GALE FORCE 3 CLO, LTD., by
GSO/Blackstone Debt Funds Management
LLC as Collateral Manager
GALE FORCE 4 CLO, LTD., by
GSO/Blackstone Debt Funds Management
LLC as Collateral Manager
HUDSON STRAITS CLO 2004, LTD., by GSO/Blackstone Debt Funds Management
LLC as Collateral Manager
RIVERSIDE PARK CLO LTD., by GSO/Blackstone Debt Funds Management
LLC as Collateral Manager
By:	/s/ DANIEL H. SMITH
	Name:	Daniel H. Smith
	Title:	Authorized Signatory

12

GULF STREAM-COMPASS CLO 2004-1 LTD, by Gulf Stream Asset Management, LLC, as Collateral Manager
GULF STREAM-SEXTANT CLO 2007-1 LTD, by Gulf Stream Asset Management, LLC, as Collateral Manager
GULF STREAM-COMPASS CLO 2005-1 LTD, by Gulf Stream Asset Management, LLC, as Collateral Manager
GULF STREAM-COMPASS CLO 2007, LTD, by Gulf Stream Asset Management, LLC, as Collateral Manager
GULF STREAM-SEXTANT CLO 2006-1 LTD, by Gulf Stream Asset Management, LLC, as Collateral Manager
NEPTUNE FINANCE CCS, LTD,
by Gulf Stream Asset Management, LLC, as Collateral Manager
By:	/s/ MARK D. ABRAHM
	Name:	Mark D. Abrahm
	Title:	Trader
HSBC BANK USA, National Association
By:	/s/ STEVEN F LARSEN
	Name:	Steven F Larsen
	Title:	First Vice President
KATONAH VII CLO LTD.
KATONAH VIII CLO LTD.
KATONAH IX CLO LTD.
KATONAH X CLO LTD.
KATONAH 2007-I CLO LTD.
By:	/s/ DANIEL GILLIGAN
	Name:	Daniel Gilligan
	Title:	Authorized Officer
		Katonah Debt Advisors, LLC,
		as Manager

13

KINGSLAND I, LTD., by Kingsland Capital
Management, LLC as Manager
KINGSLAND II, LTD., by Kingsland Capital
Management, LLC as Manager
KINGSLAND III, LTD., by Kingsland Capital
Management, LLC as Manager
KINGSLAND IV, LTD., by Kingsland Capital
Management, LLC as Manager
KINGSLAND V, LTD., by Kingsland Capital
Management, LLC as Manager
By:	/s/ VINCENT SIINO
	Name:	Vincent Siino
	Title:	Authorized Officer
GRAND CENTRAL ASSET TRUST, LBAM SERIES
By:	/s/ ADAM JACOBS
	Name:	Adam Jacobs
	Title:	Attorney-in-Fact
LIGHTPOINT CLO IV, LTD.
LIGHTPOINT CLO V, LTD.
LIGHTPOINT CLO VII, LTD.
LIGHTPOINT CLO VIII, LTD.
By:	/s/ COLIN DONLAN
	Name:	Colin Donlan
	Title:	Senior Vice President
LATITUDE CLO III, LTD.
By:	/s/ KIRK WALLACE
	Name:	Kirk Wallace
	Title:	Vice President

14

JERSEY STREET CLO, LTD., by its Collateral Manager, Massachusetts Financial Services Company (JLX)
MARLBOROUGH STREET CLO, LTD., by its Collateral Manager, Massachusetts Financial Services Company (MLX)
MFS FLOATING RATE INCOME FUND, by its Subinvestment Advisor, Massachusetts Financial Services Company (MFI)
MFS SERIES TRUST X on behalf of its series, MFS Floating Rate High Income Fund (FRH)*
By:	/s/ DAVID J COBEY
	Name:	David J Cobey
	Title:	As Authorized Representative and Not
		Individually
WIND RIVER CLO I LTD., by McDonnell Investment Management, LLC, as Manager
WIND RIVER CLO II – TATE INVESTORS, LTD., by McDonnell Investment Management, LLC, as Manager
GANNETT PEAK CLO I, LTD., by McDonnell Investment Management, LLC, as Investment Manager
ILLINOIS STATE BOARD OF INVESTMENT, by McDonnell Investment Management, LLC, as Manager
By:	/s/ KATHLEEN A. ZARN
	Name:	Kathleen A. Zarn
	Title:	Vice President
MERRILL LYNCH BANK USA
By:	/s/ DAVID MILLETT
	Name:	David Millett
	Title:	Vice President
MIZUHO CORPORATE BANK, LTD.
By:	/s/ BERTRAM H. TANG
	Name:	Bertram H. Tang
	Title:	Authorized Signatory

15

VENTURE III CDO LIMITED, by its investment advisor, MJX Asset Management LLC
VENTURE IV CDO LIMITED, by its investment advisor, MJX Asset Management LLC
VENTURE V CDO LIMITED, by its investment advisor, MJX Asset Management LLC
VENTURE VI CDO LIMITED, by its investment advisor, MJX Asset Management LLC
VENTURE VII CDO LIMITED, by its investment advisor, MJX Asset Management LLC
VENTURE VIII CDO LIMITED, by its investment advisor, MJX Asset Management LLC
VENTURE IX CDO LIMITED, by its investment advisor, MJX Asset Management LLC
VISTA LEVERAGED INCOME FUND, by its investment advisor, MJX Asset Management LLC
By:	/s/ JOHN P. CALABA
	Name:	John P. Calaba
	Title:	Managing Director
MORGAN STANLEY BANK, N.A.
By:	/s/ MELISSA JAMES
	Name:	Melissa James
	Title:	Authorized Signatory

16

QUALCOMM GLOBAL TRADING, INC., by Morgan Stanley Investment Management Inc. as Investment Manager
ZODIAC FUND – MORGAN STANLEY US SENIOR LOAN FUND, by Morgan Stanley Investment Management Inc. as Investment Manager
MORGAN STANLEY PRIME INCOME TRUST
CONFLUENT 3 LIMITED, by Morgan Stanley Investment Management Inc. as Investment Manager
MORGAN STANLEY INVESTMENT MANAGEMENT CROTON, LTD., by Morgan Stanley Investment Management Inc. as Collateral Manager
MSIM PECONIC BAY, LTD., by Morgan Stanley Investment Management Inc. as Collateral Manager
By:	/s/ ROBERT DROBNY
	Name:	Robert Drobny
	Title:	Executive Director

17

CLYDESDALE STRATEGIC CLO I, LTD., by Nomura Corporate Research and Asset Management Inc. as Investment Manager
NCRAM SENIOR LOAN TRUST 2005, by Nomura Corporate Research and Asset Management Inc. as Investment Adviser
NCRAM LOAN TRUST, by Nomura Corporate Research and Asset Management Inc. as Investment Adviser
CLYDESDALE CLO 2003 LTD., by Nomura Corporate Research and Asset Management Inc. as Collateral Manager
CLYDESDALE CLO 2004, LTD., by Nomura Corporate Research and Asset Management Inc. as Investment Manager
CLYDESDALE CLO 2005, LTD., by Nomura Corporate Research and Asset Management Inc. as Investment Manager
CLYDESDALE CLO 2006, LTD., by Nomura Corporate Research and Asset Management Inc. as Investment Manager
CLYDESDALE CLO 2007, LTD., by Nomura Corporate Research and Asset Management Inc. as Investment Manager
By:	/s/ ROBERT HOFFMAN
	Name:	Robert Hoffman
	Title:	Director
PANGAEA CLO 2007-I LTD., by Pangaea Asset Management, LLC, its Collateral Manager
SARGAS CLO I LTD., by Sargas Asset Management, LLC, its Portfolio Manager
By:	/s/ MATTHEW NELS
	Name:	Matthew Nels
	Title:	Assistant Secretary

18

PIONEER FLOATING RATE FUND
PIONEER SHORT TERM INCOME FUND
PIONEER VCT BOND FUND
PIONEER BOND FUND
by, Pioneer Investment Management, Inc., its Advisor
By:	/s/ MARGARET C. BEGLEY
	Name:	Margaret C. Begley
	Title:	Associate General Counsel and Vice
		President
MONTPELIER INVESTMENTS HOLDINGS LTD.
STICHTING PENSIOENFONDS MEDISCHE SPECIALISTEN
STICHTING PENSIOENFONDS VOOR HUISARTSEN
by, Pioneer Institutional Asset Management, Inc., its Advisor
By:	/s/ MARGARET C. BEGLEY
	Name:	Margaret C. Begley
	Title:	Associate General Counsel and Vice
		President
THE ROYAL BANK OF SCOTLAND PLC
By:	/s/ ANDREW WYNN
	Name:	Andrew Wynn
	Title:	Managing Director

19

STANFIELD BRISTOL CLO, LTD., by Stanfield Capital Partners LLC as its Collateral Manager
STANFIELD MCLAREN CLO, LTD., by Stanfield Capital Partners, LLC as its Collateral Manager
LFSIGXG LLC, by Stanfield Capital Partners LLC as its Sub Investment Manager
STANFIELD CARRERA CLO, LTD., by Stanfield Capital Partners LLC as its Asset Manager
XL RE EUROPE LIMITED, by Stanfield Capital Partners, LLC signed as its Collateral Manager
STANFIELD MODENA CLO, LTD., by Stanfield Capital Partners, LLC as its Asset Manager
STANFIELD VANTAGE CLO, LTD., by Stanfield Capital Partners, LLC as its Asset Manager
STANFIELD AZURE CLO, LTD., by Stanfield Capital Partners, LLC as its Collateral Manager
STANFIELD VEYRON CLO, LTD., by Stanfield Capital Partners, LLC as its Collateral Manager
STANFIELD DAYTONA CLO, LTD., by Stanfield Capital Partners, LLC as its Collateral Manager
STANFIELD ARNAGE CLO, LTD., by Stanfield Capital Partners, LLC as its Collateral Manager
By:	/s/ CHRISTOPHER JANSEN
	Name:	Christopher Jansen
	Title:	Managing Partner
STATE BANK OF INDIA
By:	/s/ PRABODH PARIKH
	Name:	Prabodh Parikh
	Title:	Vice President & Head (Credit)

20

SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ WILLIAM M. GINN
	Name:	William M. Ginn
	Title:	Executive Officer
SYMPHONY CLO I, by Symphony Asset Management LLC
SYMPHONY CLO II, by Symphony Asset Management LLC
SYMPHONY CLO IV, by Symphony Asset Management LLC
SYMPHONY CLO VI, by Symphony Asset Management LLC
By:	/s/ JAMES KIM
	Name:	James Kim
	Title:	Associate Portfolio Manager
TAIPEI FUBON COMMERCIAL BANK, New York Agency
By:	/s/ MICHAEL TAN
	Name:	Michael Tan
	Title:	VP & General Manager
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
By:	/s/ CHARLES STEWART
	Name:	Charles Stewart
	Title:	Vice President
THE SUMITOMO TRUST AND BANKING CO., LTD., New York Branch
By:	/s/ FRANCES E. WYNNE
	Name:	Frances E. Wynne
	Title:	Senior Director

21

TRIMARAN CLO IV LTD, by Trimaran Advisors, LLC
TRIMARAN CLO V LTD, by Trimaran Advisors, LLC
TRIMARAN CLO VI LTD, by Trimaran Advisors, LLC
TRIMARAN CLO VII LTD, by Trimaran Advisors, LLC
By:	/s/ DAVID M. MILLISON
	Name:	David M. Millison
	Title:	Managing Director
UNION BANK, N.A. f/k/a UNION BANK OF CALIFORNIA N.A.
By:	/s/ CARY MOORE
	Name:	Cary Moore
	Title:	Senior Vice President
WACHO VIA BANK, National Association
By:	/s/ RUSS LYONS
	Name:	Russ Lyons
	Title:	Director
OCEAN TRAILS CLO I, by West Gate Horizons Advisors LLC, as Collateral Manager
OCEAN TRAILS CLO II, by West Gate Horizons Advisors LLC, as Manager
WG HORIZONS CLO I, by West Gate Horizons Advisors LLC, as Manager
By:	/s/ J. JOY JACOB
	Name:	J. Joy Jacob
	Title:	Senior Credit Analyst

22

Exhibit A

CREDIT AGREEMENT

dated as of July 25, 2008

among

TICKETMASTER ENTERTAINMENT, INC.

(f/k/a Ticketmaster),

as Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER,

as Guarantors,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent,

MERRILL LYNCH CAPITAL CORPORATION,

as Syndication Agent,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

MORGAN STANLEY SENIOR FUNDING INC.,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents,

J.P. MORGAN SECURITIES INC.,

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Joint Lead Arrangers

and

J.P. MORGAN SECURITIES INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

BANC OF AMERICA SECURITIES LLC,

BARCLAYS CAPITAL,

MORGAN STANLEY & CO. INCORPORATED

and

WACHOVIA CAPITAL MARKETS, LLC

as Joint Bookrunners

TABLE OF CONTENTS

Section		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms	1
1.02	Interpretative Provisions	4043
1.03	Accounting Terms and Provisions	4143
1.04	Rounding	4244
1.05	Times of Day	4245
1.06	Exchange Rates; Currency Equivalents	4245
1.07	Additional Alternative Currencies	4345
1.08	Additional Borrowers	4345
1.09	Change of Currency	4346
1.10	Letter of Credit Amounts	4446
	ARTICLE II
	COMMITMENTS AND CREDIT EXTENSIONS
2.01	Commitments	4446
2.02	Borrowings, Conversions and Continuations	5052
2.03	Additional Provisions with Respect to Letters of Credit	5154
2.04	Additional Provisions with Respect to Swingline Loans	5961
2.05	Repayment of Loans	6163
2.06	Prepayments	6264
2.07	Termination or Reduction of Commitments	6668
2.08	Interest	6669
2.09	Fees	6769
2.10	Computation of Interest and Fees	6971
2.11	Payments Generally; Administrative Agent’s Clawback	6971
2.12	Sharing of Payments by Lenders	7173
2.13	Evidence of Debt	7274
2.14	CAM Exchange	7275
	ARTICLE III
	TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes	7376
3.02	Illegality	7679
3.03	Inability to Determine Rates	7779
3.04	Increased Cost; Capital Adequacy	7780
3.05	Compensation for Losses	7881

i

Section		Page
3.06	Mitigation Obligations; Replacement of Lenders	7982
3.07	Survival Losses	8082
3.08	Additional Reserve Costs	8082
	ARTICLE IV
	GUARANTY
4.01	The Guaranty	8183
4.02	Obligations Unconditional	8184
4.03	Reinstatement	8285
4.04	Certain Waivers	8385
4.05	Remedies	8386
4.06	Rights of Contribution	8386
4.07	Guaranty of Payment; Continuing Guaranty	8486
4.08	Joint and Several Liability of the Borrower	8486
	ARTICLE V
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
5.01	Conditions to Closing Date	8487
5.02	Conditions to the Funding Date	8588
5.03	Conditions to All Credit Extensions	8891
	ARTICLE VI
	REPRESENTATIONS AND WARRANTIES
6.01	Existence, Qualification and Power	8992
6.02	Authorization; No Contravention	8992
6.03	Governmental Authorization; Other Consents	9092
6.04	Binding Effect	9093
6.05	Financial Statements	9093
6.06	No Material Adverse Effect	9193
6.07	Litigation	9194
6.08	No Default	9194
6.09	Ownership of Property; Liens	9194
6.10	Taxes	9194
6.11	ERISA Compliance	9294
6.12	Subsidiaries	9295
6.13	Margin Regulations; Investment Company Act	9395
6.14	Disclosure	9396
6.15	Compliance with Laws	9396
6.16	Solvency	9396
6.17	Intellectual Property; Licenses, Etc.	9396

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Section		Page
6.18	Security Agreement	9496
6.19	Pledge Agreement	9497
	ARTICLE VII
	AFFIRMATIVE COVENANTS
7.01	Financial Statements	9598
7.02	Certificates; Other Information	9699
7.03	Notification	98101
7.04	Preservation of Existence	98101
7.05	Payment of Taxes and Other Obligations	98101
7.06	Compliance with Law	99102
7.07	Maintenance of Property	99102
7.08	Insurance	99102
7.09	Books and Records	99102
7.10	Inspection Rights	99102
7.11	Use of Proceeds	100103
7.12	Joinder of Subsidiaries as Guarantors	100103
7.13	Pledge of Capital Stock	100103
7.14	Pledge of Other Property	101104
7.15	Further Assurances Regarding Collateral	101104
7.16	Post-Closing Matters	102105
	ARTICLE VIII
	NEGATIVE COVENANTS
8.01	Liens	103106
8.02	Investments	106109
8.03	Indebtedness	108111
8.04	Mergers and Dissolutions	111114
8.05	Dispositions	112115
8.06	Restricted Payments	112116
8.07	Change in Nature of Business	113118
8.08	Change in Accounting Practices or Fiscal Year	113118
8.09	Transactions with Affiliates	114118
8.10	Financial Covenants	114118
8.11	Limitation on Subsidiary Distributions	114118
8.12	Spin-Off	115119
8.13	Transfers/Investments with respect to Certain Subsidiaries	115120

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Section		Page
	ARTICLE IX
	EVENTS OF DEFAULT AND REMEDIES
9.01	Events of Default	116120
9.02	Remedies upon Event of Default	118123
9.03	Application of Funds	119123
	ARTICLE X
	AGENTS
10.01	Appointment and Authorization of Administrative Agent and Collateral Agent	120124
10.02	Rights as a Lender	121125
10.03	Exculpatory Provisions	121126
10.04	Reliance by Administrative Agent and Collateral Agent	122127
10.05	Delegation of Duties	123127
10.06	Resignation of the Administrative Agent or the Collateral Agent	123127
10.07	Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders	124128
10.08	No Other Duties	124129
10.09	Administrative Agent or Collateral Agent May File Proofs of Claim	124129
10.10	Collateral and Guaranty Matters	125130
10.11	Withholding Tax	126130
10.12	Treasury Management Agreements and Swap Contracts	126131
	ARTICLE XI
	MISCELLANEOUS
11.01	Amendments, Etc.	127131
11.02	Notices; Effectiveness; Electronic Communication	130135
11.03	No Waiver; Cumulative Remedies; Enforcement	132137
11.04	Expenses; Indemnity; Damage Waiver	133137
11.05	Payments Set Aside	135139
11.06	Successors and Assigns	135140
11.07	Treatment of Certain Information; Confidentiality	141145
11.08	Right of Setoff	142146
11.09	Interest Rate Limitation	142146
11.10	Counterparts; Integration; Effectiveness	143147
11.11	Survival of Representations and Warranties	143147
11.12	Severability	143147
11.13	Replacement of Lenders	143148
11.14	Governing Law; Jurisdiction; Etc.	145149
11.15	Waiver of Jury Trial	146150

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Section		Page
11.16	USA PATRIOT Act Notice	146150
11.17	Designation as Senior Debt	146151
11.18	No Advisory or Fiduciary Responsibility	146151

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SCHEDULES
Schedule 1.01A	Existing Letters of Credit
Schedule 1.01B	Funding Date Guarantors
Schedule 2.01	Lenders and Commitments
Schedule 2.09(c)	Funding Fees
Schedule 3.08	Mandatory Cost Rate
Schedule 5.01(c)(ii)	Scheduled Matters
Schedule 6.12	Subsidiaries
Schedule 7.08	Insurance
Schedule 8.01	Existing Liens
Schedule 8.02	Existing Investments
Schedule 8.03	Existing Indebtedness
Schedule 11.02	Notice Addresses
EXHIBITS
Exhibit 1.01A	Form of Pledge Agreement
Exhibit 1.01B	Form of Security Agreement
Exhibit 2.02	Form of Loan Notice
Exhibit 2.13-1	Form of Dollar Revolving Note
Exhibit 2.13-2	Form of Approved Currency Revolving Note
Exhibit 2.13-3	Form of Swingline Note
Exhibit 2.13-4	Form of Term A Note
Exhibit 2.13-5	Form of Term B Note
Exhibit 3.01(e)	Form of Non-Bank Certificate
Exhibit 7.02(b)	Form of Compliance Certificate
Exhibit 7.12	Form of Joinder Agreement
Exhibit 11.06	Form of Assignment and Assumption

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CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of July 25, 2008, among TICKETMASTER ENTERTAINMENT, INC. (f/k/a Ticketmaster), a Delaware corporation (together with its successors, the “Borrower”), the Guarantors identified herein, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

W I T N E S S E T H

WHEREAS, the Borrower and the Guarantors have requested that the Lenders provide revolving credit and term loan facilities for the purposes set forth herein; and

WHEREAS, the Lenders have agreed to make the requested facilities available on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01        Defined Terms.

As used in this Credit Agreement, the following terms have the meanings provided below:

“Acquisition” means the purchase or acquisition (whether in one or a series of related transactions) by any Person of (a) more than fifty percent (50%) of the Capital Stock with ordinary voting power of another Person or (b) all or substantially all of the property (other than Capital Stock) of another Person or division or line of business or business unit of another Person, whether or not involving a merger or consolidation with such Person.

“Adjusted Eurodollar Rate” means, with respect to any Borrowing of Eurodollar Rate Loans for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent to be equal to the Eurodollar Rate for such Borrowing of Eurodollar Rate Loans in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Borrowing of Eurodollar Rate Loans for such Interest Period.

“Administrative Agent” means JPMCB in its capacity as administrative agent for the Lenders under any of the Credit Documents, or any successor administrative agent.

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“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an administrative questionnaire for the Lenders in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means either of the Administrative Agent or the Collateral Agent.

“Aggregate Approved Currency Revolving Commitments” means the Approved Currency Revolving Commitments of all the Lenders.

“Aggregate Approved Currency Revolving Committed Amount” has the meaning provided in Section 2.01(a)(ii).

“Aggregate Commitment Percentage” means, for each Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is the amount of such Lender’s respective Revolving Commitment, Term A Loan Commitment and Term B Loan Commitment and the denominator of which is the Aggregate Commitments.

“Aggregate Commitments” means the aggregate principal amount of the Revolving Commitments, Term A Loan Commitments and Term B Loan Commitments.

“Aggregate Dollar Revolving Commitments” means the Dollar Revolving Commitments of all the Lenders.

“Aggregate Dollar Revolving Committed Amount” has the meaning provided in Section 2.01(a)(i).

“Aggregate Revolving Commitments” means the collective reference to the Aggregate Dollar Revolving Commitments and the Aggregate Approved Currency Revolving Commitments.

“Aggregate Revolving Committed Amount” means the collective reference to the Aggregate Dollar Revolving Committed Amount and the Aggregate Approved Currency Revolving Committed Amount.

“Aggregate Term A Loan Committed Amount” means one hundred million Dollars ($100.0 million).

“Aggregate Term B Loan Committed Amount” means three hundred fifty million Dollars ($350.0 million).

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“Alternative Currency” means each of Euros, Canadian Dollars and Sterling and any other currency added as an “Alternative Currency” pursuant to Section 1.07 hereof.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as reasonably determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Amendment No. 1” shall mean Amendment No. 1, dated as of May 12, 2009 to the Credit Agreement.

“Amendment No. 1 Effective Date” shall mean the date on which Amendment No. 1 becomes effective in accordance with the terms of Section 3 thereof.

“Applicable Percentage” means (i) with respect to Term B Loans, (x) 3.254.50% in the case of Eurodollar Rate Loans and (y) 2.253.50% in the case of Base Rate Loans and (ii) with respect to Revolving Loans, Swingline Loans, Letter of Credit Fees and Term A Loans the following percentages per annum:

APPLICABLE PERCENTAGES FOR REVOLVING LOANS, SWINGLINE LOANS,
LETTER OF CREDIT FEES AND TERM A LOANS

Pricing Level	Consolidated Total Leverage Ratio	Eurodollar Rate Loans (other than for Revolving Loans)		Base Rate Loans (other than for Revolving Loans)		Eurodollar Rate Loans (for Revolving Loans) and Letter of Credit Fees		Base Rate Loans (for Revolving Loans)
I	< 1.50:1.00	2.253.50	%	1.252.50	%	1.753.00	%	0.752.00	%
II	> 1.50 but< 2.25:1.00	2.503.75	%	1.502.75	%	2.003.25	%	1.002.25	%
III	> 2.25 but< 3.00:1.00	2.754.00	%	1.753.00	%	2.253.50	%	1.252.50	%
IV	> 3.00:1.00	3.004.25	%	2.003.25	%	2.503.75	%	1.502.75	%

Applicable Percentages for Revolving Loans, Swingline Loans, Letter of Credit Fees and Term A Loans will be based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b). Any increase or decrease in such Applicable Percentage resulting from a change in the Consolidated Total Leverage Ratio shall become effective on the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b); provided, however, that if (i) a Compliance Certificate is not delivered when due in accordance therewith or (ii) an Event of Default pursuant to Section 9.01(a), (f) or (h) has occurred and is continuing,

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then, in the case of clause (i) pricing level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the first Business Day immediately following delivery thereof, and in the case of clause (ii) pricing level IV shall apply as of the first Business Day after the occurrence of such Event of Default until the first Business Day immediately following the cure or waiver of such Event of Default.  The Applicable Percentage in effect from the Closing Date through the date for delivery of the Compliance Certificate for the first full fiscal quarter ending after the Closing Date shall be determined based upon pricing level III for Revolving Loans, Swingline Loans, Letter of Credit Fees and Term A Loans.

Determinations by the Administrative Agent of the appropriate pricing level shall be conclusive absent manifest error.

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

“Applicable Period” has the meaning assigned to such term in the definition of Applicable Percentage.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as applicable, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Currency” means each of Dollars and each Alternative Currency.

“Approved Currency Revolving Commitment” means, for each Lender, the commitment of such Lender to make Approved Currency Revolving Loans hereunder.

“Approved Currency Revolving Commitment Percentage” means, for each Approved Currency Revolving Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Approved Currency Revolving Lender’s Approved Currency Revolving Committed Amount and the denominator of which is the Aggregate

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Approved Currency Revolving Committed Amount.  The initial Approved Currency Revolving Commitment Percentages are set forth in Schedule 2.01.

“Approved Currency Revolving Committed Amount” means, for each Approved Currency Revolving Lender, the amount of such Lender’s Approved Currency Revolving Commitment.  The initial Approved Currency Revolving Committed Amounts are set forth in Schedule 2.01.

“Approved Currency Revolving Facility” means the Aggregate Approved Currency Revolving Commitments and the provisions herein related to the Approved Currency Revolving Loans.

“Approved Currency Revolving Facility Fee” has the meaning provided in Section 2.09(a).

“Approved Currency Revolving Lenders” means those Lenders with Approved Currency Revolving Commitments, together with their successors and permitted assigns.  The initial Approved Currency Revolving Lenders are identified in Schedule 2.01.

“Approved Currency Revolving Loan” has the meaning provided in Section 2.01(a)(ii).

“Approved Currency Revolving Notes” means the promissory notes, if any, given to evidence the Approved Currency Revolving Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.  A form of Approved Currency Revolving Note is attached as Exhibit 2.13-2.

“Approved Fund” means any Fund that is administered, managed or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06) and accepted by the Administrative Agent and, if required by Section 11.06, the Borrower, in substantially the form of Exhibit 11.06 or any other form approved by the Administrative Agent.

“Attributable Principal Amount” means (a) in the case of capital leases, the amount of capital lease obligations determined in accordance with GAAP, (b) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a capital lease determined in accordance with GAAP, and (c) in the case of Sale and Leaseback Transactions, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease).

“Auto-Extension Letter of Credit” has the meaning provided in Section 2.03(b)(iii).

“Azoff Promissory Note” means the promissory note issued by the Borrower to the Azoff Family Trust of 1997, dated May 27, 1997, as amended, in exchange for all outstanding shares of

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Series A Preferred, including all amounts accrued thereon, in accordance with the Live Nation Merger Agreement, together with any additional notes issued by the Borrower to Irving Azoff or the Azoff Family Trust, dated May 27, 2007, as amended, as in kind payment of interest due on the Azoff Promissory Note.

“Base Rate” means (i) in the case of Loans denominated in Dollars for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMCB as its “prime rate” in effect at its principal office in New York City and (ii) in the case of Loans denominated in Canadian Dollars the greater of (a) the rate of interest publicly announced from time to time by JPMorgan Chase Bank, N.A., Toronto Branch as its reference rate of interest for loans made in Canadian Dollars to Canadian customers and designed as its “prime” rate and (b) the rate of interest per annum equal to the average annual yield rate for one-month Canadian Dollar bankers’ acceptances (expressed for such purposes as a yearly rate per annum) which is shown on the “CDOR Page” (or any substitute) at 10:00 A.M. (Toronto time) on such day (or if not a Business Day, the preceding Business Day), plus 0.75% per annum.  The “prime rate” is a rate set by JPMCB or JPMorgan Chase Bank, N.A., Toronto Branch, as applicable based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by JPMCB or JPMorgan Chase Bank, N.A., Toronto Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“BCV” means Broadway China Ventures, LLC.

“Borrower” has the meaning provided in the recitals hereto, together with its successors and permitted assigns pursuant to Section 8.04.

“Borrowing” means (a) a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, or (b) a borrowing of Swingline Loans, as appropriate.

“Business Day” means any day (other than a day which is a Saturday, Sunday, or other day on which banks in New York are authorized or required by law to close); provided, however, that (a) when used in connection with a rate determination, borrowing, or payment in respect of a Eurodollar Rate Loan, the term “Business Day” shall also exclude any day on which banks in London, England are not open for dealings in deposits of Dollars or foreign currencies, as applicable, in the London Interbank Market, (b) if such day relates to any dealings in any currency other than Dollars to be carried out pursuant to this Credit Agreement, the term “Business Day” shall also exclude any day on which banks are not open for foreign exchange dealings between banks in the home country of such foreign currency.

“Canadian Dollars” and “C$” means the lawful currency of Canada.

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other

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equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Collateralize” has the meaning provided in Section 2.03(g).

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition, (b) Dollar-denominated time deposits, money market deposits and certificates of deposit of (i) any Lender that accepts such deposits in the ordinary course of such Lender’s business, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500.0 million or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or from Moody’s is at least P-1, in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition, (c) commercial paper issued by any issuer bearing at least an “A-2” rating for any short-term rating provided by S&P and/or Moody’s and maturing within two hundred seventy (270) days of the date of acquisition, (d) repurchase agreements entered into by the Borrower with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500.0 million for direct obligations issued by or fully guaranteed by the United States and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the repurchase obligations, (e) Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital and surplus of at least $500.0 million and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof, (f) shares of mutual funds if no less than 95% of such funds’ investments satisfy the provisions of clauses (a) through (e) above, and (g) in the case of any Foreign Subsidiary, short-term investments of comparable credit quality and tenor to those referred to in clauses (a) through (f) above which are customarily used for cash management purposes in any country in which such Foreign Subsidiary operates.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Change of Control” means an event or series of events by which:

(a)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than a Permitted Holder becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of forty percent (40%) or more

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of the equity securities of the BorrowerLive Nation entitled to vote for members of the board of directors or equivalent governing body of the BorrowerLive Nation on a fully diluted basis;

(b)           during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the BorrowerLive Nation cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by a Permitted Holder or by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clauses (ii) and (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one (1) or more directors by or on behalf of the board of directors); or

(c)           a “change of control” or any comparable term under, and as defined in, any of the documentation relating to the Senior Notes shall have occurred; or

(d)           at any time after the Live Nation Merger, Live Nation shall cease to own, directly or indirectly, a majority of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower.

“Closing Date” means the date hereof.

“Collateral” means the collateral identified in, and at any time covered by, the Collateral Documents.

“Collateral Agent” means JPMCB in its capacity as collateral agent for the Lenders under any of the Collateral Documents, or any successor collateral agent.

“Collateral Documents” means the Security Agreement, the Pledge Agreement, the Mortgages and any other documents executed and delivered in connection with the attachment and perfection of security interests granted to secure the Obligations.

“Commitment Fees” has the meaning provided in Section 2.09(a).

“Commitment Letter” means the Commitment Letter dated as of June 19, 2008 among the Borrower, JPMCB, the Lead Arrangers and the other parties thereto, together with all schedules and annexes thereto, as amended to the date hereof.

“Commitment Percentage” means the Revolving Commitment Percentage, the Term A Loan Commitment Percentage or the Term B Loan Commitment Percentage, as appropriate.

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“Commitment Period” means the period from and including the Closing Date to the earlier of (a)(i) in the case of Revolving Loans and Swingline Loans, the Revolving Termination Date, (ii) in the case of the Letters of Credit, the L/C Expiration Date or (iii) in the case of the Term Loans, the Funding Date, or (b) in the case of the Revolving Loans, Swingline Loans and the Letters of Credit, the date on which the applicable Revolving Commitments shall have been terminated as provided herein.

“Commitments” means the Revolving Commitments, the L/C Commitments, the Swingline Commitment, the Term A Loan Commitments and the Term B Loan Commitments.

“Compliance Certificate” means a certificate substantially in the form of Exhibit 7.02(b).

“Consolidated Capital Expenditures” means, for any period for the Consolidated Group, without duplication, all expenditures with respect to property, plant and equipment during such period which should be capitalized in accordance with GAAP (including the Attributable Principal Amount of capital leases).

“Consolidated EBITDA” means, for any period for the Consolidated Group, Consolidated Net Income in such period plus, without duplication, (A) in each case solely to the extent decreasing Consolidated Net Income in such period: (a) Consolidated Interest Expense (without giving effect to the second proviso of the definition of Consolidated Interest Expense), (b) provision for taxes, to the extent based on income or profits, (c) amortization and depreciation, (d) the amount of all expenses incurred in connection with (x) the closing and funding of this Credit Agreement, the Senior Notes or the Transactions and (y) the Live Nation Merger (regardless of whether such expenses were incurred prior to the Amendment No. 1 Effective Date) in an amount under this clause (y) not to exceed $25.0 million, (e) the amount of all non-cash deferred compensation expense, (f) the amount of all expenses associated with the early extinguishment of Indebtedness permitted hereunder incurred, (g) any losses from sales of Property, other than from sales in the ordinary course of business, (h) any non-cash impairment loss of goodwill or other intangibles required to be taken pursuant to GAAP, (i) any non-cash expense recorded with respect to stock options or other equity-based compensation, (j) any extraordinary loss in accordance with GAAP, (k) any restructuring, non-recurring or other unusual item of loss or expense (including write-offs and write-downs of assets), other than any write-off or write-down of inventory or accounts receivable; provided that the aggregate amount of any such losses or expenses in cash shall not exceed $25.0 million in any four quarter period ending on or prior to September 30, 2009 and $6.0 million in any four quarter period ending thereafter (it being understood that in the event an item of expense in connection with the Live Nation Merger qualifies to be added back to Consolidated Net Income pursuant to clause (d) above, upon the Amendment No. 1 Effective Date such expense shall be deemed to be allocated to clause (d) above for the applicable period for purposes of calculations made after such date to the full extent of the amount available thereunder prior to being classified under this clause (k)), (l) any non-cash loss related to discontinued operations and (m) any other non-cash charges (other than write-offs or write-downs of inventory or accounts receivable); provided that, in the case of any non-cash charge referred to in this definition of Consolidated EBITDA that relates to accruals or reserves for a future cash disbursement, such future cash disbursement shall be deducted from Consolidated EBITDA in the period when such cash is so disbursed; minus (B) in each case solely to the extent increasing Consolidated Net Income in such period:  (a) any

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extraordinary gain in accordance with GAAP, (b) any nonrecurring item of gain or income (including write-ups of assets), other than any write-up of inventory or accounts receivable, (c) any gains from sales of Property, other than from sales in the ordinary course of business, (d) any non-cash gain related to discontinued operations, and (e) the aggregate amount of all other non-cash items increasing Consolidated Net Income during such period; provided that in the case of any non-cash item referred to in clause (B) of this definition of Consolidated EBITDA that relates to a future cash payment to the Borrower or a Subsidiary, such future cash payment shall be added to Consolidated EBITDA in the period when such payment is so received by the Borrower or such Subsidiary.

Subject to the following sentence, Consolidated EBITDA for the fiscal quarters ended September 30, 2007, December 31, 2007 and March 31, 2008 shall be deemed to be $66.8 million, $80.2 million and $70.2 million, respectively.  Without duplication of any pro forma adjustments reflected in the amounts set forth in the immediately preceding sentence, Consolidated EBITDA for any period shall be calculated on a Pro Forma Basis pursuant to Section 1.03(b).

“Consolidated Excess Cash Flow” means, for any period for the Consolidated Group, (a) net cash provided by operating activities for such period as reported on the audited GAAP cash flow statement delivered under Section 7.01(a) minus (b) the sum of, in each case to the extent not otherwise reducing net cash provided by operating activities in such period, without duplication, (i) scheduled principal payments and payments of interest in each case made in cash on Consolidated Total Funded Debt during such period (including for purposes hereof, sinking fund payments, payments in respect of the principal components under capital leases and the like relating thereto), in each case other than in connection with a refinancing thereof, (ii) Consolidated Capital Expenditures made in cash during such period that are not financed with the proceeds of Indebtedness, an issuance of Capital Stock or from a reinvestment of Net Cash Proceeds referred to in Section 2.06(b)(ii), (iii) optional prepayments of Funded Debt during such period (other than prepayments of Revolving Loans owing under this Credit Agreement (unless, in the case of a prepayment of Revolving Loans, there is a simultaneous reduction in the Aggregate Revolving Commitments in the amount of such prepayment pursuant to Section 2.07) and other such optional prepayments made with the proceeds of other Indebtedness), (iv) to the extent not financed with the incurrence or assumption of Indebtedness or proceeds from an issuance of Capital Stock, Subject Dispositions, Specified Dispositions or Involuntary Dispositions, cash sums expended for Investments pursuant to Sections 8.02(c), (i), (j), (k) (other than with respect to any amount expended on such Investments through the use of the Cumulative Credit) or (v) during such period, (v) without duplication of amounts deducted from Consolidated Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any Subsidiary pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Consolidated Capital Expenditures to be consummated or made during the three months following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Consolidated Capital Expenditures during such three months is less than the Contract Consideration, the amount of such shortfall shall be added to Consolidated Excess Cash Flow for the period following such period and (vi) to the extent such amounts increased net cash provided by operating activities in such period, funds collected by the Borrower or any of its Subsidiaries on behalf of clients of the Borrower or any of its Subsidiaries representing the

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face amount of tickets sold plus (c) to the extent such amounts decreased net cash provided by operating activities in such period, funds remitted by the Borrower or any of its Subsidiaries to clients of the Borrower or any of its Subsidiaries representing the face amount of tickets sold.

“Consolidated Group” means the Borrower and its consolidated Subsidiaries, as determined in accordance with GAAP.  Notwithstanding anything in the previous sentence to the contrary, the Consolidated Group shall not include the Live Nation Group or any member thereof.

“Consolidated Interest Coverage Ratio” means, as of the last day of each fiscal quarter for the period of four (4) consecutive fiscal quarters then ending, the ratio of (i) Consolidated EBITDA of the Consolidated Group to (ii) Consolidated Interest Expense of the Consolidated Group.

“Consolidated Interest Expense” means, for any period, the sum of the total interest expense of the Consolidated Group (calculated without regard to any limitations on the payment thereof) plus, without duplication, the interest component under capital leases determined on a consolidated basis minus interest income determined on a consolidated basis (except to the extent included in the Borrower’s consolidated revenues in accordance with GAAP); provided that the amortization of deferred financing, legal and accounting costs with respect to this Credit Agreement and the Senior Notes shall be excluded from Consolidated Interest Expense to the extent the same would otherwise have been included therein; provided further that subject to adjustment for events occurring after the Funding Date pursuant to Section 1.03(b), Consolidated Interest Expense for any period ending prior to the first anniversary of the Funding Date shall be determined by multiplying (x) Consolidated Interest Expense from and including the Funding Date to and including the last day of such period by (y) a fraction, the numerator of which is 365 and the denominator of which is the number of days in such period.

Without duplication of any of the adjustments reflected in the calculations set forth in the second proviso of the immediately preceding sentence, Consolidated Interest Expense shall be calculated on a Pro Forma Basis pursuant to Section 1.03(b).

“Consolidated Net Income” means, for any period for the Consolidated Group, the net income (or loss), determined on a consolidated basis (after any deduction for minority interests) of the Consolidated Group in accordance with GAAP, provided that (i) in determining Consolidated Net Income, the net income of any other Person which is not a Subsidiary of the Borrower or is accounted for by the Borrower by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash distributions by such other Person to a member of the Consolidated Group during such period, (ii) the net income of any Subsidiary of the Borrower (other than a Guarantor) that is not distributed to the Borrower or a Guarantor shall be excluded to the extent that the declaration or payment of cash dividends or similar cash distributions by that Subsidiary of that net income is not at the date of determination permitted by operation of its Organization Documents or any agreement, instrument or law applicable to such Subsidiary and (iii) the cumulative effect of any change in accounting principles shall be excluded.  Consolidated Net Income shall be calculated on a Pro Forma Basis pursuant to Section 1.03(b).

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“Consolidated Total Assets” means the total assets of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, as shown on the most recent balance sheet of the Borrower required to have been delivered pursuant to Section 7.01(a) or (b) or, for the period prior to the time any such statements are required to be so delivered pursuant to Section 7.01(a) or (b), as shown on the financial statements referred to in the first sentence of Section 6.05.

“Consolidated Total Funded Debt” means, at any time, the principal amount of all Funded Debt of the Consolidated Group at such time determined on a consolidated basis (it being understood and agreed that outstanding letters of credit shall not constitute Funded Debt unless such letters of credit have been drawn on by the beneficiary thereof and the resulting obligations have not been paid by the Borrower).

“Consolidated Total Leverage Ratio” means, as of the last day of each fiscal quarterany measurement date, the ratio of (i) Consolidated Total Funded Debt on such daydate to (ii) Consolidated EBITDA of the Consolidated Group (A) for purposes of Section 8.10(a), for the period of four (4) consecutive fiscal quarters ending as of such day and (B) for all other purposes hereunder, for the period of four (4) consecutive fiscal quarters ending on the last day of the most recent fiscal quarter for which financial statements have been (or were required to be) delivered pursuant to Section 7.01(a) or (b).

“Contract Consideration” has the meaning assigned to such term in the definition of Consolidated Excess Cash Flow.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Agreement” has the meaning provided in the recitals hereto, as the same may be amended and modified from time to time.

“Credit Documents” means this Credit Agreement, the Notes, the Collateral Documents, the Fee Letter, the Issuer Documents, the Joinder Agreements, and the Revolving Lender Joinder Agreements and the Incremental Term Loan Joinder Agreement.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Parties” means the Borrower and each Subsidiary of the Borrower that is a party to a Credit Document (including any Foreign Subsidiary that becomes a borrower under Section 1.08).

“Credit Party Materials” has the meaning provided in Section 7.02.

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“Cumulative Credit” means, with respect to any proposed use of the Cumulative Credit at any time, an amount equal to (a)(i) the amount of the Consolidated Excess Cash Flow for each full fiscal quarter of the Borrower completed after the Funding Date, to the extent the financial statements required to be delivered for the period ending on the last day of such fiscal quarter pursuant to Section 7.01(a) or (b) have been delivered and, to the extent the end of such fiscal quarter coincides with the end of a fiscal year of the Borrower, all prepayments that may be required pursuant to Section 2.06(b)(iv) with respect to the Consolidated Excess Cash Flow generated in such fiscal year have been made (provided that, to the extent the end of any fiscal quarter of the Borrower does not coincide with the end of a fiscal year of the Borrower, 25% of the Consolidated Excess Cash Flow generated in such fiscal quarter shall not be counted toward calculating the amount referred to in this clause (a) until the financial statements for the fiscal year in which fiscal quarter falls have been delivered pursuant to Section 7.01(a) and all prepayments that may be required pursuant to Section 2.06(b)(iv) with respect to the Consolidated Excess Cash Flow generated in such fiscal year have been made), plus (b) without duplication of any amounts referred to in clause (d), the aggregate amount of Net Cash Proceeds of any issuance of Qualified Capital Stock of the Borrower or equity contributions to the capital of the Borrower (but not including any issuance or purchase referred to in Sections 8.02(c), 8.02(r) or 8.06(h)) after the Funding Date and at or prior to such time plus (c) in the case of a use of the Cumulative Credit to make an Investment pursuant to Section 8.02(k) only, the amount of Domestic Cash and Foreign Cash plus (d) to the extent not otherwise reflected in Consolidated Excess Cash Flow, the amount of cash returns on any Investment made pursuant to Section 8.02(k) (other than any Investment subsequently deemed to be made pursuant to Section 8.02(e)) in a Person other than the Borrower or a Subsidiary (to the extent such Investment was made through the use of the Cumulative Credit) resulting from interest payments, dividends, repayments of loans or advances or profits from Dispositions of Property, in each case to the extent actually received by the Borrower or a Guarantor at or prior to such time (provided that any such cash returns in respect of amounts described in clause (c) above shall only increase the Cumulative Credit for purposes of determining the amount of the Cumulative Credit available for making Investments pursuant to Section 8.02(k)) minus (e) the aggregate amount of Investments and Restricted Payments made since the Funding Date pursuant to Sections 8.02(k) (excluding Investments subsequently deemed to have been made pursuant to Section 8.02(e)) and 8.06(f), respectively, through utilization of the Cumulative Credit (excluding such proposed use of the Cumulative Credit, but including any other simultaneous proposed use of the Cumulative Credit) (provided that Investments of amounts described in clause (c) above shall only decrease the Cumulative Credit for purposes of determining the amount of the Cumulative Credit available for making Investments pursuant to Section 8.02(k)) minus (f) the ECF Application Amount for each fiscal year of the Borrower, to the extent the financial statements for such fiscal year have been delivered pursuant to Section 7.01(a).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event, act or condition that constitutes an Event of Default or that, with notice, the passage of time, or both, would constitute an Event of Default.

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“Default Rate” means an interest rate equal to (a) with respect to Obligations other than (i) Eurodollar Rate Loans and (ii) Letter of Credit Fees, the Base Rate plus the Applicable Percentage, if any, applicable to such Loans plus two percent (2%) per annum; (b) with respect to Eurodollar Rate Loans, the Adjusted Eurodollar Rate plus the Applicable Percentage, if any, applicable to such Loans plus two percent (2%) per annum; and (c) with respect to Letter of Credit Fees, a rate equal to the Applicable Percentage plus two percent (2%) per annum.

“Defaulting Lender” means any Lender as of any date of determination that (a) has failed to fund any portion of the Loans, participations in L/C Obligations or participations in Swingline Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute, and has not cured such failure prior to the date of determination, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, and has not cured such failure prior to the date of determination, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Designated Revolving Obligations” means all obligations of the Borrower with respect to (a) principal and interest under the Revolving Loans and Swingline Loans, (b) L/C Borrowings and interest thereon and (c) accrued and unpaid fees thereon.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith (but excluding the making of any Investment pursuant to Section 8.02).

“Disqualified Capital Stock” means Capital Stock that (a) requires the payment of any dividends or distributions (other than dividends or distributions payable solely in shares of Capital Stock other than Disqualified Capital Stock) prior to the date that is the first anniversary of the Final Maturity Date or (b) matures or is mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof, in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation, on a fixed date or otherwise, in each case prior to the date that is the first anniversary of the Final Maturity Date (other than upon payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been made) and termination of the Commitments).

“Dollar” or “$” means the lawful currency of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

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“Dollar Revolving Commitment” means, for each Dollar Revolving Lender, the commitment of such Lender to make Dollar Revolving Loans (and to share in Dollar Revolving Obligations) hereunder.

“Dollar Revolving Commitment Percentage” means, for each Dollar Revolving Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Dollar Revolving Lender’s Dollar Revolving Committed Amount and the denominator of which is the Aggregate Dollar Revolving Committed Amount.  The initial Dollar Revolving Commitment Percentages are set forth in Schedule 2.01.

“Dollar Revolving Committed Amount” means, for each Dollar Revolving Lender, the amount of such Lender’s Dollar Revolving Commitment.  The initial Dollar Revolving Committed Amounts are set forth in Schedule 2.01.

“Dollar Revolving Facility” means the Aggregate Dollar Revolving Commitments and the provisions herein related to the Dollar Revolving Loans, the Swingline Loans and the Letters of Credit.

“Dollar Revolving Facility Fee” has the meaning provided in Section 2.09(a).

“Dollar Revolving Lenders” means those Lenders with Dollar Revolving Commitments, together with their successors and permitted assigns.  The initial Dollar Revolving Lenders are identified on the signature pages hereto and are set forth in Schedule 2.01.

“Dollar Revolving Loan” has the meaning provided in Section 2.01(a)(i).

“Dollar Revolving Notes” means the promissory notes, if any, given to evidence the Dollar Revolving Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.  A form of Dollar Revolving Note is attached as Exhibit 2.13-1.

“Dollar Revolving Obligations” means the Dollar Revolving Loans, the L/C Obligations and the Swingline Loans.

“Domestic Cash” means the amount of cash and Cash Equivalents (other than any proceeds of any Revolving Loans or Swingline Loans) reflected in the bank statements of the Borrower and the Borrower’s Domestic Subsidiaries immediately after giving effect to the Transactions, to the extent such amount is unrestricted as of the Spin-Off Date after giving effect to the Transactions, it being understood that cash required to be remitted to customers representing the face amount of tickets sold shall be deemed to be restricted (including without limitation all payments pursuant to Section 4.04 of the Separation Agreement).

“Domestic Credit Party” means any Credit Party that is organized under the laws of any State of the United States or the District of Columbia.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary, other than any Subsidiary the Capital Stock of which is to be transferred to IAC or one or more of IAC’s Subsidiaries (other than the Borrower and its Subsidiaries) in connection with the Spin Off.

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“ECF Application Amount” means, with respect to any fiscal year of the Borrower, the product of the ECF Percentage applicable to such fiscal year times the Consolidated Excess Cash Flow for such fiscal year.

“ECF Percentage” means, with respect to any fiscal year of the Borrower (x) ending on December 31, 2008, zero percent (0%) and (y) ending after December 31, 2008, if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is (i) greater than or equal to 2.50:1.00, fifty percent (50%) and (ii) less than 2.50:1.00, zero percent (0%).

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by the party or parties whose approval is required under Section 11.06(b); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Laws” means any and all applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Credit Party or any of their respective Subsidiaries resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings

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by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Euro” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Eurodollar Rate” means, with respect to any Borrowing of Eurodollar Rate Loans for any Interest Period, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the offered rates for deposits in the relevant Approved Currency with a term comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m. (London time) on the second full Business Day preceding the first day of such Interest Period; provided, however, that (i) if no comparable term for an Interest Period is available, the Eurodollar Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “Eurodollar Rate” shall mean, with respect to each day during each Interest Period pertaining to a Borrowing of Eurodollar Rate Loans comprising part of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in the relevant Approved Currency at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Borrowing to be outstanding during such Interest Period.  “Telerate British Bankers Assoc. Interest Settlement Rates Page” shall mean the display designated as Reuters Screen LIBOR01 Page (or such other page as may replace such page on such service for the purpose of displaying the rates at which the relevant Approved Currency deposits are offered by leading banks in the London interbank deposit market).; provided, further, that for any day on or after the Amendment No. 1 Effective Date, if the Eurodollar Rate for the applicable Interest Period determined in accordance with the foregoing would be less than 2.50% per annum, then the Eurodollar Rate for such day shall be 2.50% per annum.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Adjusted Eurodollar Rate.

“Event of Default” has the meaning provided in Section 9.01.

“Excluded Sale and Leaseback Transaction” means any Sale and Leaseback Transaction with respect to Property owned by the Borrower or any Subsidiary to the extent such Property is acquired after the Funding Date, so long as such Sale and Leaseback Transaction is consummated within 180 days of the acquisition of such Property.

“Excluded Property” means (a) vehicles, (b) fee interests in real property with a fair market value of less than $2.5 million, (c) leasehold real property, (d) those assets as to which

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the Administrative Agent shall reasonably determine in writing that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby, (e) assets if the granting or perfecting of a security interest in such assets in favor of the Collateral Agent would violate any applicable Law, (f) any right, title or interest in any license, contract or agreement to the extent, but only to the extent that a grant of a security interest therein to secure the Obligations would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity), (g) any Capital Stock acquired after the Closing Date (other than Capital Stock in a Subsidiary issued or acquired after such Person became a Subsidiary) in accordance with this Credit Agreement if, and to the extent that, and for so long as (i) such Capital Stock constitutes less than 100% of all applicable Capital Stock of such person, and the Person or Persons holding the remainder of such Capital Stock are not Affiliates of the Borrower, (ii) doing so would violate applicable law or a contractual obligation binding on such Capital Stock and (iii) with respect to such contractual obligations (other than contractual obligations in connection with a joint venture agreement), such obligation existed at the time of the acquisition of such Capital Stock and was not created or made binding on such Capital Stock in contemplation of or in connection with the acquisition of such Subsidiary, (h) any Property purchased with the proceeds of purchase money Indebtedness or that is subject to a capital lease, in each case, existing or incurred pursuant to Sections 8.03(b) or (c) if the contract or other agreement in which the Indebtedness and/or Liens related thereto is granted (or the documentation providing for such capital lease obligation) prohibits or requires the consent of any Person other than a member of the Consolidated Group as a condition to the creation of any other security interest on such Property and (i) any Property that is to be transferred to IAC or one or more of its Subsidiaries (other than the Borrower or any of its Subsidiaries) pursuant to the Separation Agreement in connection with the Spin-Off.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder or under any other Credit Document, (a) Taxes imposed on or measured by its overall net income (however denominated) and franchise Taxes imposed on it (in lieu of net income Taxes) by any jurisdiction (or any political subdivision thereof) as a result of such recipient being organized in or having its principal office or applicable Lending Office in such jurisdiction or as a result of any other present or former connection with such jurisdiction (other than any such connections arising solely from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged in any other transaction specifically contemplated by, or enforced, any Credit Documents), (b) any branch profits taxes imposed under Section 884(a) of the Internal Revenue Code or any similar tax imposed by any other jurisdiction described in clause (a) and (c) in the case of a recipient (other than an assignee pursuant to a request by the Borrower under Section 11.13), any U.S. federal withholding Tax that (i) is imposed on amounts payable to such recipient pursuant to Laws in effect at the time such recipient becomes a party hereto (or designates a new Lending Office), except to the extent that such recipient (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such

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withholding Tax pursuant to Section 3.01(a), or (ii) is attributable to a recipient’s failure to comply with Section 3.01(e).

“Existing Letters of Credit” means the letters of credit listed on Schedule 1.01A and any other letter of credit issued for the benefit of any Credit Party by either L/C Issuer from and after the date hereof until the Funding Date.

“Facility Fee” has the meaning provided in Section 2.09(a).

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day immediately succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100th of 1%) charged to JPMCB on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated June 19, 2008, among the Borrower, JPMCB, the Lead Arrangers and the other parties thereto, as amended to the date hereof.

“Final Maturity Date” means, at any time, the latest of the Revolving Termination Date, the Term A Loan Termination Date, the Term B Loan Termination Date and any final maturity date applicable to any outstanding Incremental Term Loans at such time.

“First-Tier Foreign Subsidiary” means any Foreign Subsidiary that is owned directly by a Domestic Credit Party.

“Foreign Cash” means, at any time, any portion of the amount of the cash and Cash Equivalents (other than any proceeds of any Revolving Loans or Swingline Loans), after giving effect to any payments required to be made pursuant to Section 4.04 of the Separation Agreement, reflected in the bank statements of the Borrower’s Foreign Subsidiaries immediately after giving effect to the Transactions that is unrestricted on the Spin-Off Date and after giving effect to the Transactions and, to the extent such cash is repatriated to the Borrower or a Domestic Subsidiary, net of applicable taxes in connection with such repatriation, it being understood that cash required to be remitted to customers representing the face amount of tickets sold shall be deemed to be restricted.

“Foreign Lender” means any Lender or L/C Issuer that is not a United States person under Section 7701(a)(30) of the Internal Revenue Code.

“Foreign Subsidiary” means (i) any Subsidiary that is not incorporated, formed or organized under the laws of the United States of America, any State thereof, or the District of Columbia and (ii) any Subsidiary of a Subsidiary described in the foregoing clause (i).

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“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all obligations for borrowed money, whether current or long-term (including the Loan Obligations hereunder), and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except for customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of business) and all indebtedness and obligations in respect of the deferred purchase price of property or services (other than trade accounts payable incurred in the ordinary course of business);

(c)           all direct obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments;

(d)           the Attributable Principal Amount of capital leases;

(e)           the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Capital Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Capital Stock);

(f)            Support Obligations in respect of Funded Debt of another Person; and

(g)           Funded Debt of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, the amount of Funded Debt shall be determined (i) based on the outstanding principal amount in the case of borrowed money indebtedness under clause (a) and purchase money indebtedness and the deferred purchase obligations under clause (b), (ii) based on the maximum face amount in the case of letter of credit obligations and the other obligations under clause (c), and (iii) based on the amount of Funded Debt that is the subject of the Support Obligations in the case of Support Obligations under clause (f).  Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the L/C Application therefor, whether or not such maximum face amount is in effect at such time.

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“Funding Date” means the date when the conditions specified under Section 5.02 and 5.03 hereof are satisfied or waived and the initial Credit Extension hereunder is made.

“GAAP” has the meaning provided in Section 1.03(a).

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning provided in Section 11.06(h).

“Guaranteed Obligations” has the meaning provided in Section 4.01(a).

“Guarantors” means (a) as of the Funding Date, each Subsidiary of the Borrower listed on Schedule 1.01B and (b) each other Person that becomes a Guarantor pursuant to the terms hereof, in each case together with its successors; provided, that, for the avoidance of doubt, no Foreign Subsidiary shall be a Guarantor.

“Hazardous Materials” means all materials, substances or wastes characterized, classified or regulated as hazardous, toxic, pollutant, contaminant or radioactive under Environmental Laws, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.

“Hedge Bank” has the meaning provided in the definition of Obligations.

“Honor Date” has the meaning provided in Section 2.03(c)(i).

“IAC” means IAC/InterActiveCorp, a Delaware corporation.

“IAC Dividend” means one or more cash dividends to be paid by the Borrower, directly or indirectly, to IAC in an approximate aggregate amount of $750.0 million.

“Immaterial Subsidiary” means, at any date of determination, any Subsidiary of the Borrower designated as such in writing by the Borrower that had assets representing 1.0% or less of the Borrower’s Consolidated Total Assets on, and generated less than 1.0% of the Borrower’s and its Subsidiaries’ total revenues for the four quarters ending on, the last day of the most recent period at the end of which financial statements were required to be delivered pursuant to Section 7.01(a) or (b) or, if such date of determination is prior to the first delivery date under such Sections, on (or, in the case of revenues, for the four quarters ending on) the last day of the period of the most recent financial statements referred to in the first sentence of Section 6.05; provided that if all Subsidiaries that are individually “Immaterial Subsidiaries” have aggregate Consolidated Total Assets that would represent 2.5% or more of the Borrower’s Consolidated Total Assets on such last day or generated 2.5% or more of the Borrower’s and its Subsidiaries’ total revenues for such four fiscal quarters, then such number of Subsidiaries of the Borrower as are necessary shall become Material Subsidiaries so that less than 2.5% of the Borrower’s

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Consolidated Total Assets and less than 2.5% of the Borrower’s and its Subsidiaries’ total revenues are represented by Immaterial Subsidiaries as of such last day or for such four quarters, as the case may be (it being understood that any such determination with respect to revenues and assets shall be made on a Pro Forma Basis).

“Incremental Loan Facilities” has the meaning provided in Section 2.01(f).

“Incremental Revolving Commitments” has the meaning provided in Section 2.01(f).

“Incremental Term Loan” has the meaning provided in Section 2.01(f).

“Incremental Term Loan Joinder Agreement” means a lender joinder agreement, in a form reasonably satisfactory to the Administrative Agent, the Borrower and each Lender extending Incremental Term Loans, executed and delivered in accordance with the provisions of Section 2.01(h).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all Funded Debt;

(b)           net obligations under Swap Contracts;

(c)           Support Obligations in respect of Indebtedness of another Person; and

(d)           Indebtedness of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, the amount of Indebtedness shall be determined (i) based on Swap Termination Value in the case of net obligations under Swap Contracts under clause (b) and (ii) based on the outstanding principal amount of the Indebtedness that is the subject of the Support Obligations in the case of Support Obligations under clause (c).

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning provided in Section 11.04(b).

“Information” has the meaning provided in Section 11.07.

“Interest Payment Date” means, (a) as to any Base Rate Loan (including Swingline Loans), the last Business Day of each March, June, September and December, the Revolving Termination Date and the date of the final principal amortization payment on the Term A Loans or Term B Loans, as applicable, and, in the case of any Swingline Loan, any other dates as may be mutually agreed upon by the Borrower and the Swingline Lender, and (b) as to any Eurodollar Rate Loan, the last Business Day of each Interest Period for such Loan, the date of repayment of principal of such Loan, the Revolving Termination Date and the date of the final principal

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amortization payment on the Term A Loans or Term B Loans, as applicable, and in addition, where the applicable Interest Period exceeds three (3) months, the date every three (3) months after the beginning of such Interest Period.  If an Interest Payment Date falls on a date that is not a Business Day, such Interest Payment Date shall be deemed to be the immediately succeeding Business Day.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) and, with prior written consent of all applicable Lenders, nine (9) or twelve (12) months thereafter, as selected by the Borrower in its Loan Notice or such other period that is twelve months or less requested by the Borrower and consented to by all the directly affected Lenders; provided that:

(a)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the immediately succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(b)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)           no Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Termination Date; and

(d)           no Interest Period with respect to the Term A Loans or Term B Loans shall extend beyond any principal amortization payment date for such Loans, except to the extent that the portion of such Loan comprised of Eurodollar Rate Loans that is expiring prior to the applicable principal amortization payment date plus the portion comprised of Base Rate Loans equals or exceeds the principal amortization payment then due.

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

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person of or in the Capital Stock, Indebtedness or other equity or debt interest of another Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, guaranty or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor undertakes any Support Obligation with respect to Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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“Involuntary Disposition” means the receipt by any member of the Consolidated Group of any cash insurance proceeds or condemnation awards payable by reason of theft, loss, physical destruction or damage, loss of use, taking or similar event with respect to any of its Property.

“IP Rights” has the meaning provided in Section 6.17.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

“Issuer Documents” means, with respect to any Letter of Credit, the L/C Application and any other document, agreement or instrument (including such Letter of Credit) entered into by the Borrower (or any Subsidiary) and the L/C Issuer (or in favor of the L/C Issuer) relating to such Letter of Credit.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit 7.12, executed and delivered in accordance with the provisions of Section 7.12.

“JPMCB” means JPMorgan Chase Bank, N.A.

“JPMorgan” means J.P. Morgan Securities Inc.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, including, without limitation, Environmental Laws.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing.

“L/C Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“L/C Borrowing” means any extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed.

“L/C Commitment” means, with respect to the L/C Issuer, the commitment of the L/C Issuer to issue and to honor payment obligations under Letters of Credit, and, with respect to each Lender, the commitment of such Lender to purchase participation interests in L/C Obligations up to such Lender’s Dollar Revolving Commitment Percentage thereof.

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“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Expiration Date” means the day that is seven (7) days prior to the Revolving Termination Date then in effect (or, if such day is not a Business Day, the immediately preceding Business Day).

“L/C Issuer” means each of JPMCB and Wachovia Bank, National Association, in each case in its capacity as issuer of Letters of Credit hereunder, together with its successors in such capacity and any other Dollar Revolving Lender approved by the Administrative Agent and the Borrower; provided that no other Lender shall be obligated to become an L/C Issuer hereunder.  References herein and in the other Credit Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires.

“L/C Obligations” means, at any date of determination, the aggregate Dollar Equivalent amount available to be drawn under all outstanding Letters of Credit plus the aggregate Dollar Equivalent amount of all Unreimbursed Amounts, including L/C Borrowings.  For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Sublimit” has the meaning provided in Section 2.01(b).

“Lead Arrangers” means JPMorgan and MLPF&S.

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto (and, as appropriate, includes the Swingline Lender) and each Person who joins as a Lender pursuant to the terms hereof, together with its successors and permitted assigns.

“Lending Office” means, as to any Lender, the office or offices of such Lender set forth in such Lender’s Administrative Questionnaire or such other office or offices as a Lender may from time to time provide notice of to the Borrower and the Administrative Agent.

“Letter of Credit” means each standby letter of credit issued under the Dollar Revolving Facility and shall include the Existing Letters of Credit.

“Letter of Credit Fee” has the meaning provided in Section 2.09(b).

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

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“Live Nation” means Live Nation, Inc., a Delaware corporation, together with its successors.

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

“Live Nation Group” means Live Nation and its Subsidiaries other than the Consolidated Group.

“Live Nation Merger” means the merger of the Borrower and Live Nation Merger Sub pursuant to the Live Nation Merger Agreement.

“Live Nation Merger Agreement” means the Agreement and Plan of Merger, dated as of February 10, 2009, among the Borrower, Live Nation and Live Nation Merger Sub.

“Live Nation Merger Sub” means an indirect wholly-owned Subsidiary of Live Nation formed in connection with the Live Nation Merger.

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“Live Nation Preferred” means any of (i) the Series A redeemable preferred stock with an aggregate liquidation preference of US$20,000,000 issued by Live Nation Holdco #2, Inc. and (ii) the Series B redeemable preferred stock issued by Live Nation Holdco #2, Inc. with an aggregate liquidation preference of US$20,000,000.

“Loan” means any Revolving Loan, Swingline Loan, Term A Loan, Term B Loan or Incremental Term Loan, and the Base Rate Loans and Eurodollar Rate Loans comprising such Loans.

“Loan Notice” means a notice of (a) a Borrowing of Loans (including Swingline Loans), (b) a conversion of Loans from one (1) Type to the other, or (c) a continuation of Eurodollar Rate Loans, which shall be substantially in the form of Exhibit 2.02.

“Loan Obligations” means the Revolving Obligations, Term A Loans, Term B Loans and Incremental Term Loans.

“Major Disposition” means any Subject Disposition (or any series of related Subject Dispositions) or any Involuntary Disposition (or any series of related Involuntary Dispositions), in each case resulting in the receipt by a member of the Consolidated Group of Net Cash Proceeds in excess of $25.0 million.

“Mandatory Cost Rate” has the meaning provided in Schedule 3.08.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent, Collateral Agent or any Lender under any material Credit Document; or (c) a material adverse effect upon the legality, validity, binding effect or the enforceability against any Credit Party of any material Credit Document to which it is a party.

“Material Subsidiary” means each Subsidiary of the Borrower other than an Immaterial Subsidiary.

“MLPF&S” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Moody’s” means Moody’s Investors Service, Inc.  and any successor thereto.

“Mortgages” means those mortgages, deeds of trust, security deeds or like instruments given by the Credit Parties, as grantors, to the Collateral Agent to secure the Obligations, and any other such instruments that may be given by any Person pursuant to the terms hereof, as such instruments may be amended and modified from time to time.

“Multiemployer Plan” means any employee pension benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

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“Net Cash Proceeds” means the aggregate proceeds paid in cash or Cash Equivalents received by any member of the Consolidated Group in connection with any Subject Disposition, Involuntary Disposition or incurrence of Indebtedness or issuance of Capital Stock, net of (a) attorneys’ fees, accountants’ fees, investment banking fees, sales commissions, underwriting discounts, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than a Lien granted pursuant to a Credit Document) on such asset, other customary expenses and brokerage, consultant and other customary fees, in each case, actually incurred in connection therewith and directly attributable thereto, (b) Taxes paid or payable as a result thereof (estimated reasonably and in good faith by the Borrower and after taking into account any available tax credits or deductions and any tax sharing arrangements) and (c) solely with respect to a Subject Disposition, the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (b) above) (i) related to any of the Property Disposed of in such Subject Disposition and (ii) retained by the Borrower or any of the Subsidiaries including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (provided, however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds from and after the date of such reduction).  For purposes hereof, “Net Cash Proceeds” includes any cash or Cash Equivalents received upon the Disposition of any non-cash consideration received by any member of the Consolidated Group in any Subject Disposition or Involuntary Disposition.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Non-Bank Certificate”  has the meaning provided in Section 3.01(e).

“Non-Extension Notice Date” has the meaning provided in Section 2.03(b)(iii).

“Notes” means the Revolving Notes, the Swingline Note, the Term A Notes and the Term B Notes.

“Obligations” means, without duplication, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party (including any Foreign Subsidiary which becomes a borrower hereunder pursuant to Section 1.08) arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) all obligations under any Swap Contract between any Credit Party and any Lender or Affiliate of a Lender or any Person that was a Lender or Affiliate of a Lender at the time it entered into such Swap Contract, to the extent such Swap Contract is otherwise permitted hereunder (each, in such capacity, a “Hedge Bank”) and (c) all obligations under any Treasury Management Agreement between any Credit Party and any Lender or Affiliate of a Lender or

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any Person that was a Lender or Affiliate of a Lender at the time it entered into such Treasury Management Agreement (each, in such capacity, a “Treasury Management Bank”).

“OID” has the meaning provided in Section 2.01(h).

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary Taxes or any other excise or property Taxes arising from any payment made hereunder or under any other Credit Document or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Credit Agreement or any other Credit Document.

“Outstanding Amount” means (a) with respect to Revolving Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Revolving Loans occurring on such date; (b) with respect to Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Swingline Loans occurring on such date; (c) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts and (d) with respect to the Term A Loans or Term B Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any prepayments or repayments of the Term A Loans or Term B Loans on such date.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of JPMCB in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Participant” has the meaning provided in Section 11.06(d).

“Participant Register” has the meaning provided in Section 11.06(d).

“Participating Member State” means each state so described in any EMU Legislation.

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“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Permitted Acquisition” means any Acquisition; provided that (i) no Default or Event of Default shall have occurred and be continuing or exist immediately after giving effect to such Acquisition, (ii) after giving effect on a Pro Forma Basis to the Investment to be made, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10 (and if such Acquisition involves consideration greater than $15.0 million, then the Borrower shall deliver a certificate of a Responsible Officer as to the satisfaction of the requirements in this clause (ii)) and, (iii) if such Acquisition involves consideration in excess of $10.0 million (or if the total of all consideration for all Acquisitions since the Closing Date exceeds $30.0 million), all assets acquired in such Acquisition shall be held by the Borrower or a Guarantor and all Persons acquired in such Acquisition shall become Guarantors; provided further that the Borrower may elect to allocate consideration expended in such Acquisition for Property to be held by members of the Consolidated Group that are not the Borrower or Guarantors or Acquisitions of Subsidiaries that are not Guarantors to Investments made pursuant to Sections 8.02(f), (k) or, to the extent the consideration comes from a Foreign Subsidiary, Section 8.02(g), so long as capacity to make such Investments pursuant to the applicable Section is available at the time of such allocation (and any consideration so allocated shall reduce capacity for Investments pursuant to such Sections to the extent that capacity for such Investments are limited by such Sections), and to the extent such consideration is in fact so allocated to one of such Sections in accordance with the foregoing requirements, such consideration shall not count toward the $10.0 million and $30.0 million limitations set forth in this clause (iii) and (iv) in the case of an Acquisition of any member of the Live Nation Group only, no Live Nation Default shall have occurred and be continuing.

“Permitted Business” means the businesses of the Borrower and its Subsidiaries conducted on the Closing Date and any business reasonably related, ancillary or complementary thereto and any reasonable extension thereof.

“Permitted Holders” means each of (a) Barry Diller and (b) Liberty Media Corporation, and, in each case, such Person’s Affiliates and any group with respect to which any such Persons (including Affiliates) collectively exercise a majority of the voting power.  Prior to the Spin-Off, IAC and its Subsidiaries will also be deemed to be Permitted Holders.

“Permitted Liens” means Liens permitted pursuant to Section 8.01.

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“Permitted Tax Distributions”  means payments, dividends or distributions by the Borrower or any of its Subsidiaries to any member of the Live Nation Group in order to pay consolidated or combined federal, state or local income taxes attributable to the income of Borrower or any of its Subsidiaries in an amount not to exceed the income tax liabilities that would have been payable by the Borrower and its Subsidiaries on a stand-alone basis, reduced by any such income taxes paid or to be paid directly by the Borrower or its Subsidiaries.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning provided in Section 7.02.

“Pledge Agreement” means the pledge agreement substantially in the form of Exhibit 1.01A (it being understood that the pledgors party thereto and schedules thereto shall be reasonably satisfactory to the Administrative Agent), given by the Credit Parties, as pledgors, to the Collateral Agent to secure the Obligations, and any other pledge agreements that may be given by any Person pursuant to the terms hereof, in each case as the same may be amended and modified from time to time.

“Pro Forma Basis” means, with respect to any Subject Disposition, Specified Disposition, Acquisition, Incremental Loan Facilities or, the Transactions or the Live Nation Merger, for purposes of determining the applicable pricing level under the definition of “Applicable Percentage” and determining compliance with the financial covenants and conditions and the requirements of the definition of “Immaterial Subsidiary” hereunder, that such Subject Disposition, Specified Disposition, Acquisition, Incremental Loan Facilities or, the Transactions or the Live Nation Merger shall be deemed to have occurred as of the first day of the period of four (4) consecutive fiscal quarters ending as of the end of the most recent fiscal quarter for which annual or quarterly financial statements shall have been delivered in accordance with the provisions hereof, after giving effect to any Pro Forma Cost Savings.  Further, for purposes of making calculations on a “Pro Forma Basis” hereunder, (a) in the case of any Subject Disposition or Specified Disposition, (i) income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject of such Subject Disposition or Specified Disposition shall be excluded to the extent relating to any period prior to the date thereof and (ii) Indebtedness paid or retired in connection with such Subject Disposition or Specified Disposition shall be deemed to have been paid and retired as of the first day of the applicable period; and (b) in the case of any Acquisition, (i) income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject thereof shall be included to the extent relating to any period prior to the date thereof and (ii) Indebtedness incurred in connection with such Acquisition shall be deemed to have been incurred as of the first day of the applicable period (and interest expense shall be imputed for the applicable period assuming prevailing interest rates hereunder).

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“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs and related adjustments that (i) were directly attributable to an Acquisition, Subject Disposition or, Specified Disposition or the Live Nation Merger that occurred during the four-quarter reference period or subsequent to the four-quarter reference period and on or prior to the date of determination and calculated on a basis that is consistent with Regulation S-X under the Securities Laws, as amended and in effect and applied as of the date hereof, (ii) were actually implemented by the business that was the subject of any such Acquisition, Subject Disposition or, Specified Disposition or the Live Nation Merger or actually implemented by the Borrower and its Subsidiaries in connection with such Acquisition, Subject Disposition or, Specified Disposition or the Live Nation Merger, in each case, within 12 months after the date of the Acquisition, Subject Disposition or, Specified Disposition or the Live Nation Merger and prior to the date of determination that are supportable and quantifiable by the underlying accounting records of such business or (iii) relate to (A) the business that is the subject of or (B) the business of the Borrower and its Subsidiaries arising from any such Acquisition, Subject Disposition or, Specified Disposition or the Live Nation Merger and that the Borrower reasonably determines are probable based upon specifically identifiable actions to be taken within 12 months of the date of the Acquisition, Subject Disposition, or, Specified Disposition or the Live Nation Merger and, in each case, are described, as provided below, in a certificate from a Responsible Officer of the Borrower, as if all such reductions in costs had been effected as of the beginning of such period.  Pro Forma Cost Savings described above shall be accompanied by a certificate from a Responsible Officer of the Borrower delivered to the Administrative Agent that outlines the specific actions taken or to be taken, the net cost savings achieved or to be achieved from each such action and that, in the case of clause (iii) above, such savings have been determined to be probable; provided that such net costs and related adjustments referred to in clauses (ii) and (iii) shall not exceed $15.0 million in any period for which Consolidated EBITDA is calculated plus, in the case of any net costs and related adjustments in connection with the Live Nation Merger only, an additional $15.0 million.

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of outstanding Term A Loans or Term B Loans (or, prior to the Funding Date, Term A Loan Commitments or Term B Loan Commitments) or Revolving Commitments, as applicable, of such Lender at such time and the denominator of which is the aggregate amount of Term A Loans, Term B Loans (or, prior to the Funding Date, Term A Loan Commitments or Term B Loan Commitments) or Revolving Commitments, as applicable, at such time; provided that if such Revolving Commitments have been terminated, then the Pro Rata Share of each applicable Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Property” means an interest of any kind in any property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Qualified Capital Stock” means any Capital Stock of the Borrower other than Disqualified Capital Stock.

“Register” has the meaning provided in Section 11.06(c).

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“Registered Public Accounting Firm” has the meaning provided in the Securities Laws and shall be independent of the Borrower as prescribed by the Securities Laws.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System of the United States as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing of Loans (including Swingline Loans) a Loan Notice and (b) with respect to an L/C Credit Extension, a L/C Application.

“Required Approved Currency Revolving Lenders” means, as of any date of determination, Lenders having more than fifty percent (50%) of the Aggregate Approved Currency Revolving Commitments or, if the Approved Currency Revolving Commitments shall have expired or been terminated, Lenders holding more than fifty percent (50%) of the aggregate principal amount of Approved Currency Revolving Loans; provided that the Approved Currency Revolving Commitment of, and the portion of Approved Currency Revolving Loans held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Approved Currency Revolving Lenders

“Required Dollar Revolving Lenders” means, as of any date of determination, Lenders having more than fifty percent (50%) of the Aggregate Dollar Revolving Commitments or, if the Dollar Revolving Commitments shall have expired or been terminated, Lenders holding more than fifty percent (50%) of the aggregate principal amount of Dollar Revolving Obligations (including, in each case, the aggregate principal amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans); provided that the Dollar Revolving Commitment of, and the portion of Dollar Revolving Obligations held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Dollar Revolving Lenders.

“Required Lenders” means, as of any date of determination, Lenders having more than fifty percent (50%) of the sum of (i) the Term Loan Commitments (or, from and after the initial borrowings hereunder, the Term Loans) and (ii) the Aggregate Revolving Commitments (or, if the Revolving Commitments shall have expired or been terminated, the Revolving Obligations (including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans)); provided that the Commitments of, and the portion of the Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Lenders having more than fifty percent (50%) of the Aggregate Revolving Commitments or, if the Revolving

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Commitments shall have expired or been terminated, Lenders holding more than fifty percent (50%) of the aggregate principal amount of Revolving Obligations (including, in each case, the aggregate principal amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans); provided that the Revolving Commitment of, and the portion of Revolving Obligations held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term A Lenders” means, as of any date of determination, Lenders holding more than fifty percent (50%) of the aggregate principal amount of Term A Loan Commitments (or, from and after the initial borrowings hereunder, the Term A Loans); provided that the Term A Loan Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“Required Term B Lenders” means, as of any date of determination, Lenders holding more than fifty percent (50%) of the aggregate principal amount of Term B Loan Commitments (or, from and after the initial borrowings hereunder, the Term B Loans); provided that the Term B Loan Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“Responsible Officer” means the chief executive officer, chief operating officer, the president, any executive vice president, the chief financial officer, the chief accounting officer, the treasurer, any assistant treasurer, any vice president, any senior vice president, the secretary or the general counsel of a Credit Party, any manager of a Credit Party that is a limited liability company or the general partner of a Credit Party that is a limited partnership.  Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of any member of the Consolidated Group, (ii) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or of any option, warrant or other right to acquire any such Capital Stock or (iii) any payment or prepayment of principal on or redemption, repurchase or acquisition for value of, any (x) Indebtedness of any member of the Consolidated Group that is not secured by a Lien or (y) Subordinated Debt of any member of the Consolidated Group, except or any Indebtedness of any member of the Consolidated Group incurred pursuant to (a) the Azoff Promissory Note, (b) the Senior Notes, (c) Section 8.03(f) or (d) to the extent representing a refinancing of any Indebtedness described in the foregoing clauses (b) or (c), Section 8.03(l) except, in each case, any scheduled payment of principal.

“Revaluation Date” means, with respect to (x) any Letter of Credit, each of the following:  (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such

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additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require and (y) any Revolving Loan, each of the following: (i) each date of Borrowing of a Revolving Loan denominated in an Alternative Currency, (ii) each date of any payment by any Revolving Lender under any Revolving Loan denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the Required Revolving Lenders shall require.

“Revolving CAM Exchange” means the exchange of the Revolving Lenders’ interests in the Designated Revolving Obligations provided for in Section 2.14.

“Revolving CAM Exchange Date” means the first date after the Closing Date on which there shall occur (a) any event described in Section 9.01(f) or (h) with respect to the Borrower or (b) an acceleration of Revolving Loans or termination of the Revolving Commitments pursuant to Section 9.02.

“Revolving CAM Percentage” means, as to each Revolving Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the Revolving Commitments of such Revolving Lender immediately prior to the Revolving CAM Exchange Date and any termination of Revolving Commitments and (b) the denominator shall be the Aggregate Revolving Commitments of all Revolving Lenders immediately prior to the Revolving CAM Exchange Date and any termination of Revolving Commitments.

“Revolving Commitment” means a Dollar Revolving Commitment or an Approved Currency Revolving Commitment and “Revolving Commitments” means, collectively, the Dollar Revolving Commitments and Approved Currency Revolving Commitments.

“Revolving Commitment Percentage” means the collective reference to the Dollar Revolving Commitment Percentage and the Approved Currency Revolving Commitment Percentage.

“Revolving Committed Amount” means the collective reference to the Dollar Revolving Committed Amount and the Approved Currency Revolving Committed Amount.

“Revolving Facility” means the Dollar Revolving Facility or the Approved Currency Revolving Facility and “Revolving Facilities” means, collectively, the Dollar Revolving Facility and the Approved Currency Revolving Facility.

“Revolving Lender” means a Dollar Revolving Lender or an Approved Currency Revolving Lender and “Revolving Lenders” means the collective reference to Dollar Revolving Lenders and Approved Currency Revolving Lenders.

“Revolving Lender Joinder Agreement” means a joinder agreement, in a form to be agreed among the Administrative Agent, the Borrower and each Lender with an Incremental Revolving Commitment, executed and delivered in accordance with the provisions of Section 2.01(f).

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“Revolving Loan” means a Dollar Revolving Loan or an Approved Currency Revolving Loan and “Revolving Loans” means, collectively, Dollar Revolving Loans and Approved Currency Revolving Loans.

“Revolving Notes” means the collective reference to the Dollar Revolving Notes and the Approved Currency Revolving Notes.

“Revolving Obligations” means the collective reference to the Dollar Revolving Obligations and the Approved Currency Revolving Loans.

“Revolving Termination Date” means the fifth anniversary of the Closing Date.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to the Borrower or any Subsidiary, any arrangement, directly or indirectly, with any Person (other than a Credit Party) whereby the Borrower or such Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as applicable, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.

“Scheduled Matter” has the meaning provided in Section 5.01(c)(ii).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“Security Agreement” means the security agreement substantially in the form of Exhibit 1.01B, (it being understood that the grantors party thereto and schedules thereto shall be reasonably satisfactory to the Administrative Agent), given by Credit Parties, as grantors, to the Collateral Agent to secure the Obligations, and any other security agreements that may be given by any Person pursuant to the terms hereof, in each case as the same may be amended and modified from time to time.

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“Senior Notes” means the Borrower’s 10.75% Senior Notes due 2016 in an aggregate principal amount of $300.0 million to be issued on or prior to the Funding Date and any exchange notes issued in exchange therefor pursuant to the registration rights agreement executed in connection with the issuance thereof.

“Separation Agreement” means the Separation Agreement to be dated on or prior to the Spin-Off Date among Interval Leisure Group, Inc., HSN, Inc., Tree.com, the Borrower and IAC, together with all schedules, annexes, exhibits and other attachments thereto.

“Series A Preferred” has the meaning provided in Section 8.06(k).

“Significant Subsidiary” means (1) any Subsidiary that satisfies the criteria for a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under the Securities Laws, as such Regulation is in effect on the Closing Date (with the references to 10% in such Rule being deemed to be 5.0% for the purposes of this definition), and (2) any Subsidiary that, when aggregated with all other Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in Section 9.01(f) or (h) has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

“Solvent” means, with respect to any Person, as of any date of determination, (a) the Fair Value and Present Fair Saleable Value of the aggregate assets of such Person exceeds the value of its Liabilities; (b) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business; (c) such Person will be able to pay its Liabilities as they mature or become absolute; and (d) the Fair Value and Present Fair Saleable Value of the aggregate assets of such Person exceeds the value of its Liabilities by an amount that is not less than the capital of such Subject Entity (as determined pursuant to Section 154 of the Delaware General Corporate Law). The term “Solvency” shall have an equivalent meaning. For the purposes of this definition, “Fair Value”  means the aggregate amount at which the assets of the applicable entity (including goodwill) would change hands between a willing buyer and a willing seller, within a commercially reasonable amount of time, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act and with equity to both; “Present Fair Saleable Value” means the aggregate amount of net consideration (giving effect to reasonable and customary costs of sale or taxes) that could be expected to be realized if the aggregate assets of the applicable entity are sold with reasonable promptness in an arm’s length transaction under present conditions for the sale of assets of comparable business enterprises; and “Liabilities”  means all debts and other liabilities of the applicable entity, whether secured, unsecured, fixed, contingent, accrued or not yet accrued.

“SPC” has the meaning provided in Section 11.06(h).

“Specified Disposition” means any Disposition referred to in clause (a) of the definition of Subject Disposition, to the extent a material amount of Property is disposed of in such Disposition.

“Specified Intercompany Transfers” means a Disposition of Property by a Credit Party to a member of the Consolidated Group that is not a Credit Party.

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“Spin-Off” means the spin-off of the Borrower from IAC pursuant to the Separation Agreement, such that from and after such spin-off, the Borrower will exist as a separate publicly traded entity.

“Spin-Off Date” means the date upon which the Spin-Off is consummated.

“Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. (x) New York time, in the case of Canadian Dollars, or (y) London time, in the case of any other currency, in each case on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Statutory Reserves” means for any Interest Period for any Borrowing of Eurodollar Rate Loans in Dollars, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion Dollars against “Eurocurrency liabilities” (as such term is used in Regulation D).  Borrowings of Eurodollar Rate Loans shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Subject Disposition” means any Disposition other than (a) Dispositions of damaged, worn-out or obsolete Property that, in the Borrower’s reasonable judgment, is no longer used or useful in the business of the Borrower or its Subsidiaries; (b) Dispositions of inventory, services or other property in the ordinary course of business; (c) Dispositions of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment or property; (d) licenses, sublicenses, leases and subleases not interfering in any material respect with the business of any member of the Consolidated Group; (e) sales or discounts of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (f) any Disposition at any time by (i) a Credit Party to any other Credit Party, (ii) a Subsidiary that is not a Credit Party to a Credit Party or (iii) a Subsidiary that is not a Credit Party to another Subsidiary that is not a Credit Party; (g) Specified Intercompany Transfers; (h) the sale of Cash Equivalents; (i) an Excluded Sale and Leaseback Transaction; (j) Dispositions pursuant to a transaction contemplated by Section 8.12; (k) Restricted Payments permitted by Section 8.06; (l) mergers and consolidations permitted by Section 8.04 and (m) the granting of Liens permitted pursuant to Section 8.01.

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“Subordinated Debt” means (x) as to the Borrower, any Funded Debt of the Borrower that is expressly subordinated in right of payment to the prior payment of any of the Loan Obligations of the Borrower and (y) as to any Guarantor, any Funded Debt of such Guarantor that is expressly subordinated in right of payment to the prior payment of any of the Loan Obligations of such Guarantor.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise provided, “Subsidiary” shall refer to a Subsidiary of the Borrower.

“Support Obligations” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness payable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Support Obligations shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Swap Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and

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termination values determined in accordance therewith, such termination values, and (b) for any date prior to the date referenced in clause (a), the amounts determined as the mark-to-market values for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.01(c).

“Swingline Commitment” means, with respect to the Swingline Lender, the commitment of the Swingline Lender to make Swingline Loans, and with respect to each Lender, the commitment of such Lender to purchase participation interests in Swingline Loans.

“Swingline Lender” means JPMCB in its capacity as such, together with any successor in such capacity.

“Swingline Loan” has the meaning provided in Section 2.01(c).

“Swingline Note” means the promissory note given to evidence the Swingline Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.  A form of Swingline Note is attached as Exhibit 2.13-3

“Swingline Sublimit” has the meaning provided in Section 2.01(c).

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement that is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Commitment Fee” has the meaning provided in Section 2.09.

“Term A Lenders” means, prior to the funding of the initial Term A Loans on the Funding Date, those Lenders with Term A Loan Commitments, and after funding of the Term A Loans, those Lenders holding a portion of the Term A Loans, together with their successors and permitted assigns.  The initial Term A Lenders are set forth on Schedule 2.01.

“Term A Loan Commitment” means, for each Term A Lender, the commitment of such Lender to make a portion of the Term A Loan hereunder; provided that, at any time after funding of the Term A Loans, determinations of “Required Lenders” and “Required Term A Lenders” shall be based on the outstanding principal amount of the Term A Loan.

“Term A Loan Commitment Percentage” means, for each Term A Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is the principal amount of such Lender’s Term A Loan, and the denominator of which is the

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Outstanding Amount of the Term A Loans.  The initial Term A Loan Commitment Percentages are set forth on Schedule 2.01.

“Term A Loan Committed Amount” means, for each Term A Lender, the amount of such Lender’s Term A Loan Commitment.  The initial Term A Loan Committed Amounts are set forth on Schedule 2.01.

“Term A Loan Termination Date” means the fifth anniversary of the Closing Date.

“Term A Loans” has the meaning provided in Section 2.01(d).

“Term A Note” means the promissory notes substantially in the form of Exhibit 2.13-4, if any, given to evidence the Term A Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.

“Term B Commitment Fee” has the meaning provided in Section 2.09.

“Term B Lenders” means, prior to the funding of the initial Term B Loans on the Funding Date, those Lenders with Term B Loan Commitments, and after funding of the Term B Loans, those Lenders holding a portion of the Term B Loans (including any Incremental Term Loans that are Term B Loans), together with their successors and permitted assigns.  The initial Term B Lenders are set forth on Schedule 2.01.

“Term B Loan Commitment” means, for each Term B Lender, the commitment of such Lender to make a portion of the Term B Loan hereunder; provided that, at any time after funding of the Term B Loans, determinations of “Required Lenders” and “Required Term B Lenders” shall be based on the outstanding principal amount of the Term B Loan.

“Term B Loan Commitment Percentage” means, for each Term B Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is the principal amount of such Lender’s Term B Loan (including any Incremental Term Loans that are Term B Loans), and the denominator of which is the Outstanding Amount of the Term B Loans (including any Incremental Term Loans that are Term B Loans).  The initial Term B Loan Commitment Percentages are set forth on Schedule 2.01.

“Term B Loan Committed Amount” means, for each Term B Lender, the amount of such Lender’s Term B Loan Commitment.  The initial Term B Loan Committed Amounts are set forth on Schedule 2.01.

“Term B Loan Termination Date” means the sixth anniversary of the Closing Date.

“Term B Loans” has the meaning provided in Section 2.01(e).

“Term B Note” means the promissory notes substantially in the form of Exhibit 2.13-5, if any, given to evidence the Term B Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.

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“Term Loan Commitments” means the Term A Loan Commitment and the Term B Loan Commitment.

“Term Loan Lenders” means the Term A Lenders and the Term B Lenders.

“Term Loans” means the Term A Loans and the Term B Loans.

“Transactions” means the borrowing of the Term A Loans and the Term B Loans on the Funding Date, the consummation of the Spin-Off, the issuance of the Senior Notes, the payment of the IAC Dividend, the distribution by the Borrower of intercompany receivables, directly or indirectly, to IAC or any of its subsidiaries, the other transactions contemplated by Section 8.12, and the payment of fees and expenses in connection with the foregoing.

“Treasury Management Bank” has the meaning provided in the definition of Obligations.

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, purchase cards, account reconciliation and reporting and trade finance services.

“Type” means, with respect to any Revolving Loan or Term Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code in effect in any applicable jurisdiction from time to time.

“United States” or “U.S.” means the United States of America.

“Unreimbursed Amount” has the meaning provided in Section 2.03(c)(i).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” means, with respect to any direct or indirect Subsidiary of any Person, that one hundred percent (100%) of the Capital Stock with ordinary voting power issued by such Subsidiary (other than directors’ qualifying shares and investments by foreign nationals mandated by applicable Law) is beneficially owned, directly or indirectly, by such Person.

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1.02Interpretative Provisions.

With reference to this Credit Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to “Articles,” “Sections,” “Exhibits” and “Schedules” shall be construed to refer to articles and sections of, and exhibits and schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

(c)Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document.

1.03Accounting Terms and Provisions.

(a)As used herein, “GAAP” means generally accepted accounting principles in effect in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board from time to time applied on a consistent basis, subject to the provisions of this Section 1.03.  For the avoidance of doubt, for any period prior to the consummation of the Spin-Off, any financial definitions for the Borrower and its Subsidiaries shall be calculated on a combined basis consistent with the financial statements set forth in Section 6.05.  All accounting terms not specifically or completely defined

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herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis in a manner consistent with that used in preparing the audited financial statements referenced in Section 6.05, except as otherwise specifically prescribed herein.

(b)Notwithstanding any provision herein to the contrary, determinations of (i) the Consolidated Total Leverage Ratio for purposes of determining the applicable pricing level under the definition of “Applicable Percentage”, (ii) compliance with covenants and conditions and (iii) revenues for determining Material Subsidiaries and Immaterial Subsidiaries shall be made on a Pro Forma Basis.  To the extent compliance with the covenants in Section 8.10 is being calculated as of a date that is prior to the first test date under Section 8.10 in order to determine the permissibility of a transaction, the levels for the covenants as of the first test date under Section 8.10 shall apply for such purpose.

(c)If at any time any change in GAAP or in the consistent application thereof would affect the computation of any financial ratio or requirement set forth in any Credit Document, the Borrower may, after giving written notice thereof to the Administrative Agent, determine all such computations on such a basis; provided that if any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided further that, until so amended (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(d)Consolidation of Variable Interest Entities.  All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 - Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

1.04Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Credit Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

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1.05Times of Day.

Unless otherwise provided, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06Exchange Rates; Currency Equivalents.

(a)The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of L/C Credit Extensions and Outstanding Amounts denominated in Alternative Currencies.  Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.  Except for purposes of financial statements delivered hereunder or calculating covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.

(b)Wherever in this Credit Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

1.07Additional Alternative Currencies.

The Borrower may from time to time request that an additional currency be added as “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.  Such request shall be subject to the approval of the Administrative Agent and each Approved Currency Revolving Lender; provided that if such “Alternative Currency” is to be used for Letters of Credit only, such request shall be subject only to the approval of the Administrative Agent and the L/C Issuer.

1.08Additional Borrowers.

Notwithstanding anything in Section 11.01 to the contrary, following the Funding Date, with the consent of the Borrower, each Approved Currency Revolving Lender and the Administrative Agent (but without the consent of any other Lender), this Credit Agreement and the other Credit Documents may be amended to add one or more Foreign Subsidiaries of the Borrower as additional borrowers under the Approved Currency Revolving Facility.  Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations” and “Secured Obligations” for all purposes of the Credit Documents and any such amendment may require such Foreign Subsidiary to provide additional collateral (but solely for the obligations of such Foreign Subsidiary hereunder).  Any such amendment may also affect any other amendments to this Credit Agreement (including, without limitation, amendments to Section 3.01 of this Credit Agreement and the definition of “Excluded Taxes”)

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and the other Credit Documents as are consented to by the Administrative Agent, the Borrower and each Approved Currency Revolving Lender as may be reasonably necessary or appropriate to appropriately include such Foreign Subsidiary as a Borrower hereunder (provided that no such amendment shall adversely affect the rights of any Lender that has not consented to such amendment in any material respect).

1.09Change of Currency.

(a)Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b)Each provision of this Credit Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)Each provision of this Credit Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.10Letter of Credit Amounts.

Unless otherwise provided, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the Dollar Equivalent of the maximum face amount available to be drawn of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Issuer Documents related thereto, whether or not such maximum face amount is in effect at such time.

ARTICLE II

COMMITMENTS AND CREDIT EXTENSIONS

2.01Commitments.

Subject to the terms and conditions set forth herein:

(a)Revolving Loans.

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(i)Dollar Revolving Loans.  Following the Funding Date, each Dollar Revolving Lender severally agrees to make revolving credit loans (the “Dollar Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day prior to the Revolving Termination Date; provided that after giving effect to any such Dollar Revolving Loan, (x) with respect to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (as such amount may be increased pursuant to Section 2.01(g) or decreased pursuant to Sections 2.07 or 9.02(a), the “Aggregate Dollar Revolving Committed Amount”) and (y) with respect to each Dollar Revolving Lender individually, such Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount.  Dollar Revolving Loans may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, as the Borrower may request.  Dollar Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof.  Notwithstanding anything contained herein, no Dollar Revolving Loans in excess of $25.0 million in the aggregate may be borrowed prior to completion of the Spin-Off.

(ii)Approved Currency Revolving Loans.  Following the Funding Date, each Approved Currency Revolving Lender severally agrees to make revolving credit loans (the “Approved Currency Revolving Loans”) in one or more Approved Currencies to the Borrower from time to time on any Business Day prior to the Revolving Termination Date; provided that after giving effect to any such Approved Currency Revolving Loan, (x) with respect to the Approved Currency Revolving Lenders collectively, the Outstanding Amount of Approved Currency Revolving Loans shall not exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (as such amount may be increased pursuant to Section 2.01(g) or decreased in accordance with the Sections 2.07 or 9.02(a), the “Aggregate Approved Currency Revolving Committed Amount”) and (y) with respect to each Approved Currency Revolving Lender individually, such Lender’s Approved Currency Revolving Commitment Percentage of Approved Currency Revolving Loans shall not exceed its respective Approved Currency Revolving Committed Amount.  Approved Currency Revolving Loans denominated in Dollars or Canadian Dollars may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, as the Borrower may request.  Approved Currency Revolving Loans denominated in an Alternative Currency (other than Canadian Dollars) must consist of Eurodollar Rate Loans.  Approved Currency Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof.  Notwithstanding anything contained herein, no Revolving Loans in excess of $25.0 million in the aggregate may be borrowed prior to completion of the Spin-Off.

(b)Letters of Credit.  On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives

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substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000.  Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12.  All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

(c)Swingline Loans.  During the Commitment Period, the Swingline Lender agrees, in reliance upon the commitments of the other Dollar Revolving Lenders set forth herein, to make revolving credit loans (the “Swingline Loans”) to the Borrower in Dollars on any Business Day; provided that (i) the Outstanding Amount of Swingline Loans shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Swingline Sublimit”) and (ii) with respect to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount.  Swingline Loans shall be comprised solely of Base Rate Loans, and may be repaid and reborrowed in accordance with the provisions hereof.  Immediately upon the making of a Swingline Loan, each Dollar Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a participation interest in such Swingline Loan in an amount equal to such Lender’s Dollar Revolving Commitment Percentage thereof.  Notwithstanding anything contained herein, no Swingline Loans may be used to fund the IAC Dividend, the Spin-Off, any transaction related to the Spin-Off or contemplated by Section 8.12.

(d)Term A Loan.  Each of the Term A Lenders severally agrees to make its portion of the term A loans (in the amount of its respective Term A Loan Committed Amount) to the Borrower on the Funding Date in a single advance in Dollars in an aggregate principal amount for all Term A Lenders of ONE HUNDRED MILLION DOLLARS ($100,000,000) (the “Term A Loans”).  The Term A Loans may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereto, as the Borrower may request.  Amounts repaid on the Term A Loans may not be reborrowed.

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(e)Term B Loan.  Each of the Term B Lenders severally agrees to make its portion of the term B loans (in the amount of its respective Term B Loan Committed Amount) to the Borrower on the Funding Date in a single advance in Dollars in an aggregate principal amount for all Term B Lenders of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) (the “Term B Loans”).  The Term B Loans may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereto, as the Borrower may request.  Amounts repaid on the Term B Loans may not be reborrowed.

(f)Incremental Loan Facilities.  Any time after the Funding Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”); provided that:

(i)the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will not exceed $125.0 million;

(ii)no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;

(iii)the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and

(iv)the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10.

In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.

(g)Establishment of Incremental Revolving Commitments.  Subject to Section 2.01(f), the Borrower may establish Incremental Revolving Commitments by increasing the Aggregate Dollar Revolving Committed Amount or Aggregate Approved Currency Revolving Committed Amount hereunder, provided that:

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(i)any Person that is not a Revolving Lender that is proposed to be a Lender under any such increased Aggregate Revolving Committed Amount shall be reasonably acceptable to the Administrative Agent and any Person that is proposed to provide any such increased Aggregate Dollar Revolving Committed Amount (whether or not an existing Dollar Revolving Lender) shall be reasonably acceptable to the L/C Issuer;

(ii)Persons providing commitments for the Incremental Revolving Commitments pursuant to this Section 2.01(g) will provide a Revolving Lender Joinder Agreement;

(iii)increases in the Aggregate Revolving Committed Amount will be in a minimum principal amount of $10.0 million and integral multiples of $5.0 million in excess thereof;

(iv)if any Revolving Loans are outstanding at the time of any such increase under the applicable Revolving Facility, either (x) the Borrower will prepay such Revolving Loans on the date of effectiveness of the Incremental Revolving Commitments (including payment of any break-funding amounts owing under Section 3.05) or (y) each Lender with an Incremental Revolving Commitment shall purchase at par interests in each Borrowing of Revolving Loans then outstanding under the applicable Revolving Facility such that immediately after giving effect to such purchases, each Borrowing thereunder shall be held by each Lender in accordance with its Pro Rata Share of such Revolving Facility (and, in connection therewith, the Borrower shall pay all amounts that would have been payable pursuant to Section 3.05 had the Revolving Loans so purchased been prepaid on such date).

Any Incremental Revolving Commitment established hereunder shall have terms identical to the Dollar Revolving Commitments or Approved Currency Revolving Commitments, as the case may be, existing on the Closing Date, it being understood that the Borrower and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Commitments.

(h)Establishment of Incremental Term Loans.  Subject to Section 2.01(f), the Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B Loans), provided that:

(i)any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent;

(ii)Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h) will provide an Incremental Term Loan Joinder Agreement;

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(iii)additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments shall not be established on more than three (3) separate occasions; and

(iv)the final maturity date of any Incremental Term Loan shall be no earlier than the Term B Loan Termination Date;

(v)the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Borrower and the applicable Lenders; provided that in the event that the Applicable Percentage for any proposed Incremental Term Loans is greater than the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans), then the Applicable Percentage for all Term B Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term Loans; provided, further, that in determining the Applicable Percentage applicable to the Term B Loans (other than such Incremental Term Loans) and the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under the Incremental Term Loans in their capacity as such) (which upfront fees, exclusive of the underwriting fees referred to above, shall be deemed to constitute like amounts of OID) payable to the applicable Lenders of the Term B Loans (other than such Incremental Term Loans) or the proposed Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity);

(vi)the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B Loans (without giving effect to such Incremental Term Loans).

Any Incremental Term Loan established hereunder shall be on terms to be determined by the Borrower and the Lenders thereunder (and the Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A Loans and Term B Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B Loans (except to the extent permitted by clause (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Administrative Agent; provided further that if any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy in any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy that is not in the

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existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit Documents.

2.02Borrowings, Conversions and Continuations.

(a)Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent by delivery to the Administrative Agent of a written Loan Notice appropriately completed and signed by a Responsible Officer of the Borrower.  Each such notice must be received by the Administrative Agent not later than 12:00 noon (New York time) (i) with respect to Eurodollar Rate Loans, three (3) Business Days (or, in the case of Approved Currency Revolving Loans denominated in Alternative Currency, four (4) Business Days) prior to the requested date of, (ii) with respect to Base Rate Loans denominated in Dollars, on the requested date of or (iii) in the case of Base Rate Loans denominated in Canadian Dollars, one Business Day prior to the requested date of, any Borrowing, conversion or continuation.  Except in the case of any Revolving Loan that is borrowed to refinance a Swingline Loan or L/C Borrowing (which may be in an amount sufficient to refinance such Swingline Loan or L/C Borrowing), each Borrowing, conversion or continuation shall be in a principal amount of (i) with respect to Eurodollar Rate Loans (A) denominated in Dollars, $1.0 million or a whole multiple of $1.0 million in excess thereof, (B) denominated in Euros, €1.0 million or a whole multiple of €1.0 million in excess thereof, (C) denominated in Sterling, £1.0 million or a whole multiple of £1.0 million in excess thereof and (D) denominated in Canadian Dollars, C$1.0 million or a whole multiple of C$1.0 million, (ii) with respect to Base Rate Loans denominated in Dollars, $1,000,000 or a whole multiple of $100,000 in excess thereof or (iii) in the case of Base Rate Loans denominated in Canadian Dollars, C$1,000,000 or an integral multiple of C$100,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower’s request is with respect to Revolving Loans, Term A Loans or Term B Loans, (ii) whether such request is for a Borrowing, conversion, or continuation, (iii) the requested date of such Borrowing, conversion or continuation (which shall be a Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed, converted or continued, (vi) if such Loans are Approved Currency Revolving Loans, the currency of such Loans (which shall be an Approved Currency) and (vii) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation (other than with respect to Approved Currency Revolving Loans denominated in an Alternative Currency other than Canadian Dollars), then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, the Interest Period will be deemed to be one (1) month.

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(b)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.  In the case of a Borrowing denominated in Dollars, each Lender shall make the amount of its Loan available to the Administrative Agent in Dollars in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. (New York time) on the Business Day specified in the applicable Loan Notice.  In the case of a Borrowing denominated in an Alternative Currency, each Lender shall make the amount of its Loan available to the Administrative Agent in the applicable Alternative Currency in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. (London time) on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 5.03 (and, if such Borrowing is the initial Credit Extension, Section 5.02), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower.

(c)Except as otherwise provided herein, without the consent of the Required Lenders, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan.  During the existence of a Default or Event of Default, at the request of the Required Lenders or the Administrative Agent, (i) no Loan denominated in Dollars or Canadian Dollars may be requested as, converted to or continued as a Eurodollar Rate Loan and (ii) any outstanding Eurodollar Rate Loan denominated in Dollars or Canadian Dollars shall be converted to a Base Rate Loan on the last day of the Interest Period with respect thereto.

(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  The determination of the Adjusted Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in JPMCB’s or JPMorgan Chase Bank, N.A., Toronto Branch’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to the Revolving Loans and five (5) Interest Periods with respect to the Term A Loans and Term B Loans.

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2.03Additional Provisions with Respect to Letters of Credit.

(a)Obligation to Issue or Amend.

(i)The L/C Issuer shall not issue any Letter of Credit if:

(A)subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and the L/C Issuer have approved such expiry date; or

(B)the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless all the Dollar Revolving Lenders have approved such expiry date.

(ii)The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good faith deems material to it;

(B)the issuance of such Letter of Credit would violate any Law applicable to the L/C Issuer;

(C)except as otherwise agreed by the L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than $20,000;

(D)such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E)except as otherwise agreed by the L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(F)a default of any Dollar Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Dollar Revolving Lender is at such time a Defaulting Lender, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Dollar Revolving Lender to eliminate the L/C Issuer’s risk with respect to such Dollar Revolving Lender.

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(iii)The L/C Issuer shall not be under any obligation to amend any Letter of Credit if:

(A)the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or

(B)the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv)The L/C Issuer shall act on behalf of the Dollar Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b)Procedures for Issuance and Amendment; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer.  Such L/C Application must be received by the L/C Issuer and the Administrative Agent (A) not later than 12:00 noon (New York time) at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in Dollars and (B) not later than 12:00 noon (London time) at least five (5) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency (or, in each case, such later date and time as the L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; (D) the purpose and nature of the requested Letter of Credit; and (E) such other matters as the L/C Issuer may reasonably require.  Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

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(ii)Promptly after receipt of any L/C Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from the Administrative Agent, any Dollar Revolving Lender or any Credit Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Sections 5.02 (if issued on the Funding Date) and 5.03 shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or Subsidiary or BCV) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Dollar Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof.

(iii)If the Borrower so requests in any L/C Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued (but in any event not later than 30 days prior to the scheduled expiry date thereof).  Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Dollar Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent or the Borrower that one or more of the applicable conditions specified in Section 5.03 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon any drawing under any Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  In the case of a Letter of Credit denominated in Dollars, the Borrower shall reimburse the L/C Issuer in Dollars.  In the case of a Letter of Credit

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denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency unless (x) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (y) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars.  In the case of any such reimbursement in Dollars of a drawing as of the applicable Revaluation Date under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  Not later than (x) 12:00 noon (New York time) on or prior to the date that is three (3) Business Days following the date that the Borrower receives notice from the L/C Issuer of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, and (y) the Applicable Time on or prior to the date that is three (3) Business Days following the date the Borrower receives notice from the L/C Issuer of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date of payment by the L/C Issuer under a Letter of Credit, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in Dollars or in the applicable Alternative Currency, as the case may be, in an amount equal to the amount of such drawing; provided, that the Borrower, and the applicable L/C Issuer may, each in their discretion, with the consent of the Administrative Agent and so long as such arrangements do not adversely affect the rights of any Lender in any material respect, enter into Letter of Credit cash collateral prefunding arrangements acceptable to them for the purpose of reimbursing Letter of Credit draws.  If the Borrower does not to reimburse the L/C Issuer on the Honor Date, the Administrative Agent, at the request of the L/C Issuer, shall promptly notify each Dollar Revolving Lender of the Honor Date, the amount and denomination of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof) (the “Unreimbursed Amount”), and the amount of such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof.

(ii)Each Dollar Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars at the Administrative Agent’s Office for payments in Dollars in an amount equal to its Dollar Revolving Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative Agent.

(iii)With respect to any Unreimbursed Amount, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at (i) through and including the third Business Day following the Honor Date, the rate of interest applicable to Base Rate Revolving Loans and (ii) thereafter, the Default Rate.  In such event, each Dollar Revolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until a Revolving Lender funds its L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Dollar Revolving Commitment Percentage of such amount shall be solely for the account of the L/C Issuer.

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(v)Each Dollar Revolving Lender’s obligation to make L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, (C) non-compliance with the conditions set forth in Section 5.03, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that the L/C Issuer shall have complied with the provisions of Section 2.03(b)(ii).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Dollar Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s L/C Advance in respect of the relevant L/C Borrowing.  A certificate of the L/C Issuer submitted to any Dollar Revolving Lender or Approved Currency Revolving Lender, as applicable, (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Dollar Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Dollar Revolving Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s L/C Advance was outstanding) in Dollars and in the same type of funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Dollar Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Dollar Revolving Commitment Percentage thereof on demand of the

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Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.  The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement.

(e)Obligations Absolute.  The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any other Credit Document;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower, any Subsidiary or BCV may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower, any Subsidiary or BCV or in the relevant currency markets generally; or

(vi)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Subsidiary or BCV.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to such Borrower and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to have waived

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any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of the L/C Issuer in such Capacity.  Each Revolving Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Dollar Revolving Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to such Borrower’s use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as the Borrower may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower shall have a claim against the L/C Issuer, and the L/C Issuer shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower that are determined by a court of competent jurisdiction to have been caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason.

(g)Cash Collateral.  Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in a L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the L/C Expiration Date, as the case may be).  The Administrative Agent may, at any time and from time to time after the initial deposit of cash collateral, request that additional cash collateral be provided in order to protect against the results of exchange rate fluctuations.  For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for such L/C Obligations, cash or deposit account balances pursuant to customary documentation in form and substance

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reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding meanings.  Cash collateral shall be maintained in blocked, interest bearing deposit accounts or money market fund accounts at the Administrative Agent.

(h)Applicability of ISP.  Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.

(i)Letters of Credit Issued for Subsidiaries and BCV.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, BCV or any Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of the Borrower’s Subsidiaries and BCV inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries and BCV.

(j)Letter of Credit Fees.  The Borrower shall pay Letter of Credit Fees as set forth in Section 2.09(b).

(k)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

2.04Additional Provisions with Respect to Swingline Loans.

(a)Borrowing Procedures.  Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.  Promptly after receipt by the Swingline Lender of any Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent prior to 3:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in Section 5.02 (if on the Funding Date) and Section 5.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 4:00 p.m. (New York time) on the borrowing date specified in such Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

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(b)Refinancing.

(i)The Swingline Lender at any time in its sole and absolute discretion may (and, in any event, within ten Business Days of the applicable Swingline Borrowing, shall) request that each Revolving Lender fund its risk participations in Swingline Loans in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Swingline Loans then outstanding.  Each Dollar Revolving Lender shall make an amount equal to its Dollar Revolving Commitment Percentage of the amount specified in such notice available to the Administrative Agent in immediately available funds for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York time) on the day specified in such notice.  The Administrative Agent shall remit the funds so received to the Swingline Lender.

(ii)Each Dollar Revolving Lender’s funding of its risk participation in the relevant Swingline Loan and each Dollar Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(b)(i) shall be deemed payment in respect of such participation.

(iii)If any Dollar Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Dollar Revolving Lender pursuant to the foregoing provisions of this Section 2.04(b) by the time specified in Section 2.04(b)(i), the Swingline Lender shall be entitled to recover from such Dollar Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s funded participation in the relevant Swingline Loan.  A certificate of the Swingline Lender submitted to any Dollar Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Dollar Revolving Lender’s obligation to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Dollar Revolving Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, (C) non-compliance with the conditions set forth in Section 5.03, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that Swingline Lender has complied with the provisions of Section 2.04(a).  No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein.

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(c)Repayment of Participations.

(i)At any time after any Dollar Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Dollar Revolving Lender its Dollar Revolving Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Dollar Revolving Lender’s risk participation was funded) in the same funds as those received by the Swingline Lender.

(ii)If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Dollar Revolving Lender shall pay to the Swingline Lender its Dollar Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swingline Lender.  The obligations of the Dollar Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement.

(d)Interest for Account of Swingline Lender.  The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans.  Until each Dollar Revolving Lender funds its risk participation pursuant to this Section 2.04 of any Swingline Loan, interest in respect thereof shall be solely for the account of the Swingline Lender.

(e)Payments Directly to Swingline Lender.  The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

2.05Repayment of Loans.

(a)Revolving Loans.  The Borrower shall repay to the Dollar Revolving Lenders the Outstanding Amount of Dollar Revolving Loans on the Revolving Termination Date.   The Borrower shall repay to the Approved Currency Revolving Lenders the Outstanding Amount of Approved Currency Revolving Loans on the Revolving Termination Date.

(b)Swingline Loans.  The Borrower shall repay to the Swingline Lender the Outstanding Amount of the Swingline Loans on the Revolving Termination Date.

(c)Term A Loans.  The Borrower shall repay the aggregate principal amount of the Term A Loans (shown as a percentage of the original aggregate principal amount of the Term A Loans) in quarterly installments on the dates set forth below as follows:

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Date	Principal Amortization Payment (shown as a Percentage of Original Principal Amount)		Date	Principal Amortization Payment (shown as a Percentage of Original Principal Amount)
March 31, 2011	2.5	%	December 31, 2012	3.75	%
June 30, 2011	2.5	%	March 31, 2013	25.00	%
September 30, 2011	2.5	%	June 30, 2013	25.00	%
December 31, 2011	2.5	%	Term A Loan	25.00	%
March 31, 2012	3.75	%	Termination Date
June 30, 2012	3.75	%
September 30, 2012	3.75	%

(d)Term B Loans.  The principal amount of the Term B Loans shall be payable in eleven consecutive quarterly installments which, except for the final installment (which shall be due and payable on the Term B Loan Termination Date), shall be due on the last day of each March, June, September and December, beginning with March 31, 2011.  Each of the first ten quarterly installments shall be in the principal amount equal to 0.25% of the aggregate principal amount of all Term B Loans funded on the Funding Date and the eleventh (11th) and final installment shall be due and payable on the Term B Loan Termination Date in the amount of the remaining principal balance of Term B Loans.

2.06Prepayments.

(a)Voluntary Prepayments.  The Loans may be repaid in whole or in part without premium or penalty (except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 3.05); provided that:

(i)in the case of Loans other than Swingline Loans, (A) notice thereof must be received by 12:00 noon (New York time) by the Administrative Agent at least three (3) Business Days (or, in the case of Approved Currency Revolving Loans denominated in Alternative Currency other than Base Rate Loans denominated in Canadian Dollars, at least four (4) Business Days) prior to the date of prepayment, in the case of Eurodollar Rate Loans, and one (1) Business Day prior to the date of prepayment, in the case of Base Rate Loans, (B) any such prepayment shall be a minimum principal amount of (u) $1.0 million and integral multiples of $1.0 million in excess thereof, in the case of Eurodollar Rate Loans denominated in Dollars, (v) €1.0 million and integral multiples of €1.0 million in excess thereof, in the case of Eurodollar Rate Loans denominated in Euros, (w) £1.0 million and integral multiples of £1.0 million in excess thereof, in the case of Eurodollar Rate Loans denominated in Sterling, (x) C$1.0 million and integral multiples of C$1.0 million in excess thereof, in the case of Eurodollar Rate Loans denominated in Canadian Dollars, (y) C$1,000,000 and integral multiples of C$100,000 in excess thereof, in the case of Base Rate Loans denominated in Canadian Dollars and (z) $1,00,0001,000,000 and integral multiples of $100,000 in excess thereof, in the case of

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Base Rate Loans denominated in Dollars, or, in each case the entire remaining principal amount thereof, if less; and

(ii)in the case of Swingline Loans, (A) notice thereof must be received by the Swingline Lender by 1:00 p.m. (New York time) on the date of prepayment (with a copy to the Administrative Agent), and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the Swingline Lender).

Each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Types of Loans that are being prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein.  Prepayments of Eurodollar Rate Loans hereunder shall be accompanied by accrued interest on the amount prepaid and breakage or other amounts due, if any, under Section 3.05.  Notwithstanding the foregoing, a notice of voluntary prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(b)Mandatory Prepayments.  Subject in each case to Section 2.06(c):

(i)Revolving Commitments.

(A)If at any time (1) the Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Approved Currency Revolving Loans shall exceed the Aggregate Approved Currency Revolving Committed Amount, or (3) the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit, immediate prepayment will be made on or in respect of the applicable Revolving Obligations in an amount equal to the difference; provided, however, that L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and Swingline Loans have been paid in full.

(B)If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds an amount equal to 105% of the L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the L/C Sublimit then in effect.  The Administrative Agent may, at any time and from time to time after the initial deposit of such cash collateral, request that additional cash collateral be provided in order to protect against the results of further exchange rate fluctuations.

(ii)Subject Dispositions and Involuntary Dispositions.  On or before the applicable date set forth in the next sentence, prepayment will be made on the Loan Obligations in an amount equal to one hundred percent (100%) of the Net Cash Proceeds

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

(iii)Indebtedness.  Prepayment will be made on the Loan Obligations in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received from any incurrence or issuance of Indebtedness after the Closing Date (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 8.03).  Any prepayment in respect of such Indebtedness hereunder will be payable on the Business Day following receipt by the Borrower or other members of the Consolidated Group of the Net Cash Proceeds therefrom.

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(iv)Consolidated Excess Cash Flow.  If for any fiscal year of the Borrower ending after December 31, 2008 there shall be Consolidated Excess Cash Flow, then, on a date that is no later five Business Days following the date that financial statements for such fiscal year are required to be delivered pursuant to Section 7.01(a), the Loan Obligations shall be prepaid by an amount equal to the ECF Application Amount for such fiscal year.

(v)Spin-Off.  If the Spin-Off and the other material transactions that, pursuant to the terms of the Separation Agreement, are to occur prior to or substantially concurrently with the Spin-Off shall not have been consummated on or prior to the fifth Business Day following the Funding Date, then on such fifth Business Day (x) all of the Loan Obligations shall be required to be prepaid, (y) the Revolving Commitment of each Revolving Lender shall be reduced to zero and (z) the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations.

(vi)Eurodollar Prepayment Account.  If the Borrower is required to make a mandatory prepayment of Eurodollar Rate Loans under this Section 2.06(b), so long as no Event of Default exists, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent.  Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans at the earliest of (x) the end of the current Interest Periods applicable thereto, (y) three months following the date of such deposit and (z) at the election of the Administrative Agent, upon the occurrence of an Event of Default.  At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing on or prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced.

(c)Application.  Within each Loan, prepayments will be applied first to Base Rate Loans, then to Eurodollar Rate Loans in direct order of Interest Period maturities.  In addition:

(i)Voluntary Prepayments.  Prepayments of the Term A Loans or Term B Loans pursuant to Section 2.06(a) shall be applied first in direct order of maturity in respect of the principal amortization payments due on such Term A Loans under Section 2.05(c) or Term B Loans under Section 2.05(d), as applicable, within the twelve (12) months following such prepayment, and second pro rata to the remaining principal amortization installments under Section 2.05(c) or Section 2.05(d) on the Term A Loans or Term B Loans, as the case may be.  Voluntary prepayments on the Loan Obligations will be paid by the Administrative Agent to the Lenders ratably in accordance with their respective interests therein.

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(ii)Mandatory Prepayments.  Mandatory prepayments on the Loan Obligations will be paid by the Administrative Agent to the Lenders ratably in accordance with their respective interests therein; provided that:

(A)Mandatory prepayments in respect of the Revolving Commitments under subsection (b)(i)(A) above shall be applied to the respective Revolving Obligations as appropriate.

(B)Mandatory prepayments in respect of Subject Dispositions and Involuntary Dispositions under subsection (b)(ii) above, Indebtedness under subsection (b)(iii) and Consolidated Excess Cash Flow under subsection (b)(iv) above shall be applied (i) first to the Term A Loans and Term B Loans (pro rata based on the amount of each such tranche of Loans then outstanding), and with respect to (x) Term A Loans, first in direct order of maturity in respect of the principal amortization payments under Section 2.05(c) due on the Term A Loans within the twelve (12) months following such prepayment, and second pro rata to the remaining principal amortization installments under Section 2.05(c) on the Term A Loans, until paid in full, (y) Term B Loans, first in direct order of maturity in respect of the principal amortization payments under Section 2.05(d) due on the Term B Loans within the twelve (12) months following such prepayment, and second pro rata to the remaining principal amortization installments under Section 2.05(d) on the Term B Loans, until paid in full, then (ii) to the Revolving Obligations (without permanent reduction of the Revolving Commitments); provided that if any events in subsection (b)(ii) or subsection (b)(iii) occur prior to the Funding Date and on or following the Closing Date, then the amount that would have otherwise been required to be used to make prepayments of the Loans shall be applied first, to reduce the Term A Loan Commitments and Term B Loan Commitments and second to reduce the Revolving Commitments.

2.07Termination or Reduction of Commitments.

Voluntary Reductions.  The Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrower to the Administrative Agent; provided that (i) any such notice thereof must be received by 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination and any such reduction or terminations shall be in a minimum amount of $1.0 million and integral multiples of $1.0 million in excess thereof; and (ii) the Commitments may not be reduced to an amount less than the Outstanding Amount of Loan Obligations then outstanding thereunder.  The Administrative Agent will give prompt notice to the Lenders of any such reduction in Commitments.  Any reduction of any Commitments shall be applied to the Commitment of each applicable Lender according to its Pro Rata Share.  All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination.  A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

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2.08Interest.

(a)Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate for such Interest Period plus the Applicable Percentage; (ii) each Loan that is a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Percentage; and (iii) each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Percentage.

(b)If any amount payable by the Borrower under any Credit Document is not paid when due and an Event of Default has occurred and is continuing under Section 9.01(a), (f) or (h), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law.

(c)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(d)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09Fees.

(a)Facility Fee; Commitment Fee.  The Borrower shall pay to the Administrative Agent for the account of each (w) Dollar Revolving Lender in accordance with its Dollar Revolving Commitment Percentage thereof, a facility fee (the “Dollar Revolving Facility Fee”) equal to 0.50% per annum of the actual daily amount of the Aggregate Dollar Revolving Committed Amount, (x) Approved Currency Revolving Lender in accordance with its Approved Currency Revolving Commitment Percentage thereof, a facility fee (the “Approved Currency Revolving Facility Fee” and together with the Dollar Revolving Facility Fee, the “Facility Fees”) equal to 0.50% per annum of the actual daily amount of the Aggregate Approved Currency Revolving Committed Amount, (y) Term A Lender in accordance with its Term A Loan Commitment Percentage thereof, a commitment fee (the “Term A Commitment Fee”) equal to 0.50% per annum of the actual daily amount of the Aggregate Term A Loan Committed Amount during the period between the Closing Date and the Funding Date and (z) Term B Lender, in accordance with its Term B Loan Percentage thereof, a commitment fee (the “Term B Commitment Fee” and together with the Term A Commitment Fee, the “Commitment Fees”) equal to 3.25% per annum of the actual daily amount of the Aggregate Term B Loan Committed Amount during the period between the Closing Date and the Funding Date; provided that, if the Borrower continues to have any outstanding Revolving Obligations after the termination of the Commitment Period, then, with respect to each Revolving Lender to whom such Revolving Obligations are then owed, such facility fee shall continue to accrue in accordance with such

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Lender’s Dollar Revolving Committed Percentage or Approved Currency Revolving Committed Percentage thereof, as the case may be, of the actual daily amount of the Aggregate Dollar Revolving Committed Amount or Aggregate Approved Currency Revolving Committed Amount (without giving effect to the expiration of such Commitment Period), as the case may be, from and including the date the Commitment Period terminates to but excluding the date on which such Revolving Obligations are no longer outstanding.  Notwithstanding the foregoing, if the Funding Date occurs 60 days or more after the Closing Date, the Commitment Fee and Facility Fee for the period from and including the Closing Date to but excluding the Funding Date shall be increased to 0.75% per annum.  The Commitment Fees and Facility Fees shall accrue at all times during the applicable Commitment Period (and, following the expiration of the Commitment Period, the Facility Fees shall continue to accrue to the extent set forth above), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the tenth (10th) day of each January, April, July and October (for the Commitment Fee and Facility Fee accrued during the previous calendar quarter), commencing with the first such date to occur after the Closing Date, and on the Revolving Termination Date.  The Commitment Fee and Facility Fee shall be calculated quarterly in arrears.

(b)Letter of Credit Fees.

(i)Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent, for the account of each Dollar Revolving Lender in accordance with its Dollar Revolving Commitment Percentage, a Letter of Credit fee, in Dollars, for each Letter of Credit, an amount equal to the Applicable Percentage for Dollar Revolving Loans that are Eurodollar Loans multiplied by the daily maximum undrawn Outstanding Amount under such Letter of Credit (the “Letter of Credit Fees”).  For purposes of computing the daily undrawn Outstanding Amount under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10.  The Letter of Credit Fees shall be computed on a quarterly basis in arrears, and shall be due and payable on the tenth (10th) day of each January, April, July and October (for the Letter of Credit Fees accrued during the previous calendar quarter), commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand.  If there is any change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect.  Notwithstanding anything to the contrary contained herein, while any Event of Default has occurred and is continuing under Section 9.01(a), (f) or (h), all Letter of Credit Fees shall accrue at the Default Rate.

(ii)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, 0.125% of the daily undrawn Outstanding Amount under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the tenth (10th) day of each January, April, July and October (for fronting fees accrued during the previous calendar quarter or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand.  For purposes of computing the daily undrawn Outstanding Amount under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance

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with Section 1.10.  In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(c)Funding Fee.  On the Funding Date, the Borrower shall pay to the Administrative Agent for the account of (i) each Term B Lender a fee equal to 1.50% of its Term B Loan Commitment and (ii) each other Lender, the fees set forth on Schedule 2.09(c).

(d)Other Fees.  The Borrower shall pay to JPMCB, the Lead Arrangers, Wachovia Bank, N.A., Barclays Bank PLC, Wachovia Capital Markets, LLC, Barclays Capital, Bank of America, N.A., Merrill Lynch Bank USA and Morgan Stanley Senior Funding, for their own respective accounts, fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10Computation of Interest and Fees.

All computations of interest for Base Rate loans denominated in Canadian Dollars and Base Rate Loans denominated in Dollars when the Base Rate is determined by JPMCB’s prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Eurodollar Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice.  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one (1) day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11Payments Generally; Administrative Agent’s Clawback.

(a)General.  All payments to be made by any Credit Party hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  All payments of principal and interest on any Loan shall be payable in the same currency as such Loan is denominated.  All payments of fees pursuant to Section 2.09 shall be payable in Dollars.  All payments in respect of Unreimbursed Amounts shall be payable in the currency provided in Section 2.03.  All other payments herein shall be payable in the currency specified with respect to such payment or, if the currency is not specified, in Dollars.  Except as otherwise expressly provided herein, (x) all payments by the Borrower in Dollars hereunder shall be made to the Administrative Agent, for the account of the Lenders to which such payment is owed, at the

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Administrative Agent’s Office in Dollars and in Same Day Funds not later than 3:00 p.m. (New York time) on the date specified herein and (y) all payments by the Borrower in Alternative Currency hereunder shall be made to the Administrative Agent’s Office for payments in such Alternative Currency and in Same Day Funds not later than 3:00 p.m. London time on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 3:00 p.m. New York time or London time, as applicable shall be deemed received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue.  Subject to the definition of “Interest Period,” if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i)  Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by the Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, receiving any such payment severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the

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Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligation of the Lenders Several.  The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)Insufficient Funds.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.12Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in

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accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

2.13Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c) as agent for the Borrower, in each case in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to the Administrative Agent a Note for such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters,

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the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c)Each Lender having sold a participation in any of its Obligations, acting solely for this purpose as agent for the Borrower, shall maintain a register for the recordation of the names and addresses of such Participants (and each change thereto, whether by assignment or otherwise) and the rights, interest or obligation of such Participants in any Obligation, in any Commitment and in any right to receive any payments hereunder.

2.14CAM Exchange.

(a)On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving Facility.  Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 hereby consents and agrees to the Revolving CAM Exchange.  Each of the Revolving Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Revolving Lenders after giving effect to the Revolving CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans under this Credit Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the Revolving CAM Exchange.

(b)As a result of the Revolving CAM Exchange, from and after the Revolving CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Credit Document in respect of the Designated Revolving Obligations shall be distributed to the Revolving Lenders on a pro rata basis in accordance with their respective Revolving CAM Percentages.

(c)In the event that on or after the Revolving CAM Exchange, an L/C Borrowing is made under any Letter of Credit under the Dollar Revolving Facility that is not reimbursed by the Borrower, each Revolving Lender shall provide its L/C Advance to the L/C Issuer for its Revolving CAM Percentage of such L/C Borrowing.

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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Payments Free of Taxes.  Except as otherwise required by law (as determined in the good faith discretion of the applicable withholding agent), any and all payments by or on account of any obligation of the Credit Parties hereunder or under any other Credit Document shall be made free and clear of and without reduction or withholding for any Indemnified or Other Taxes, provided that if the applicable withholding agent shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable withholding agent shall make such deductions or withholdings and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)Payment of Other Taxes by the Borrower.  Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)Indemnification by the Borrower.  Without duplication of any amounts payable under Section 3.01(a), the Borrower shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.  Upon the reasonable request of any Credit Party, the Lenders, each L/C Issuer and the Administrative Agent agree to use their reasonable efforts to cooperate with such Credit Party (at such Credit Party’s direction and expense) in contesting the imposition of, or claiming a refund of, any Indemnified Taxes or Other Taxes paid by such Credit Party, whether directly to a Governmental Authority or pursuant to this Section, that such Credit Party reasonably believes were not correctly or legally asserted by the relevant Governmental Authority unless the Lender, L/C Issuer or the Administrative Agent, as the case may be, determines in good faith that pursuing such a contest or refund would be materially disadvantageous to it.

(d)Evidence of Payments.  As soon as reasonably practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower

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shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Status of Lenders.  Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States, any Foreign Lender to the extent it may lawfully do so shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii)duly completed copies of IRS Form W-8ECI,

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate, in substantially the form of Exhibit 3.01(e) (a “Non-Bank Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code and that interest payments being received are not effectively connected with the Foreign Lender’s conduct of a U.S. trade or business and (y) duly completed copies of IRS Form W-8BEN,

(iv)in the case of a Foreign Lender that does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Credit Documents (for example, in the case of a Foreign Lender that is a

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partnership for U.S. federal income tax purposes for that is a participating Lender granting a typical participation), duly completed copies of Internal Revenue Service Form W-8IMY, together with the appropriate IRS Form W-8BEN, ECI or IMY, W-9 and/or Non-Bank Certificate with respect to each beneficial owner (provided that, if the Foreign Lender is a partnership, one or more of whose beneficial owners is claiming the portfolio interest exception, the Foreign Lender may provide the Non-Bank Certificate on behalf of such beneficial owners), and any other certificate or statement of exemption required under the Internal Revenue Code or the regulations thereunder, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender and to establish that such remaining portion may be received without deduction for, or at a reduced rate of, United States federal withholding tax; or

(v)any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or Administrative Agent to determine the withholding or deduction required to be made, if any.

Any Lender or L/C Issuer that is a United States person under Section 7701(a)(30) of the Internal Revenue Code, to the extent it may lawfully do so, shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender or L/C Issuer becomes a Lender or L/C Issuer, as applicable, under this Credit Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender or L/C Issuer is entitled to an exemption from U.S. backup withholding tax.

(f)Treatment of Certain Refunds.  If the Administrative Agent, any Lender or the L/C Issuer determines, in its reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Credit Party or with respect to which a Credit Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Credit Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest (attributable to the period of time that the Borrower had use of such funds) or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its Tax returns (or any other information relating to its taxes that it deems confidential)

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to the Borrower or any other Person.  Notwithstanding anything to the contrary, in no event will any Lender or L/C Issuer be required to pay any amount to the Borrower the payment of which would place such Lender or L/C Issuer in a less favorable net after-tax position that such Lender or L/C Issuer would have been in if the Indemnified Tax giving rise to such refund had never been imposed.

3.02Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Adjusted Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Loans that are Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03Inability to Determine Rates.

If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans that are Base Rate Loans in the amount specified therein.

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3.04Increased Cost; Capital Adequacy.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the L/C Issuer;

(ii)subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except, in each case, for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

(iii)impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Credit Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law, then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and

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delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05Compensation for Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any reasonable loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c)any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;

including any reasonable loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on behalf of a Lender, shall be conclusive absent manifest error.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Adjusted Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

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3.06Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 11.13.

(c)Limitation on Additional Amounts, Etc.  Notwithstanding anything to the contrary contained in this Article III of this Credit Agreement, unless a Lender gives notice to the Borrower that it is obligated to pay an amount under this Article within nine (9) months after the later of (i) the date the Lender incurs the respective increased costs, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital or (ii) the date such Lender has actual knowledge of its incurrence of the respective increased costs, loss, expense or liability, reductions in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to this Article III, to the extent of the costs, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital that are incurred or suffered on or after the date which occurs nine (9) months prior to such Lender giving notice to the Borrower that it is obligated to pay the respective amounts pursuant to this Article III.

3.07Survival Losses.

All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

3.08Additional Reserve Costs.

(a)In the case of any Lender making an Approved Currency Revolving Loan from a Lending Office in the United Kingdom or a Participating Member State, such Lender shall be entitled to require the Borrower to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loan at a rate per annum equal to the Mandatory Cost Rate calculated in accordance with the formula and in the manner set forth in Schedule 3.08 hereto.

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(b)For so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority (including any such requirement imposed by the European Central Bank, the European System of Central Banks or the Bank of Canada, but excluding requirements reflected in the Statutory Reserves or the Mandatory Cost Rate) in respect of any of such Lender’s Eurodollar Rate Loans, such Lender shall be entitled to require the Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan.

(c)Any additional interest owed pursuant to paragraph (a) or (b) above shall be determined in reasonable detail by the applicable Lender, which determination shall be conclusive absent manifest error, and notified to the Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the applicable Loan, and such additional interest so notified to the Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan.

ARTICLE IV

GUARANTY

4.01The Guaranty.

(a)Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.  The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

(b)Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, the obligations of each Guarantor under this Credit Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

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4.02Obligations Unconditional.

The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or other documents relating to the Obligations, or any substitution, compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or been terminated.  Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

(a)at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(b)any of the acts mentioned in any of the provisions of any of the Credit Documents, or other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to therein shall be done or omitted;

(c)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents or other documents relating to the Guaranteed Obligations, or any other agreement or instrument referred to therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;

(d)any Lien granted to, or in favor of, the Administrative Agent or any of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or

(e)any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit Documents and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and

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all notices whatsoever, and any requirement that the Administrative Agent or any holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

4.03Reinstatement.

Neither the Guarantors’ obligations hereunder nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Guaranteed Obligations.  The obligations of the Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings pursuant to any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each holder of Guaranteed Obligations on demand for all reasonable costs and expenses (including all reasonable fees, expenses and disbursements of any law firm or other counsel) incurred by the Administrative Agent or such holder of Guaranteed Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

4.04Certain Waivers.

Each Guarantor acknowledges and agrees that (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any other security or collateral interests, and without the necessity at any time of having to take recourse against the Borrower hereunder or against any collateral securing the Guaranteed Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrower or any other Person (including any co-guarantor) or pursuit of any other remedy or enforcement of any other right and (c) nothing contained herein shall prevent or limit action being taken against the Borrower hereunder, under the other Credit Documents or the other documents and agreements relating to the Guaranteed Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrower nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Guaranteed Obligations shall have been indefeasibly paid in full and the commitments relating thereto shall have expired or been terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances.

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4.05Remedies.

The Guarantors agree that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Administrative Agent and the holders of the Guaranteed Obligations, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 9.02) for purposes of Section 4.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Guaranteed Obligations being deemed to have become automatically due and payable), the Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01.  The Guarantors acknowledge and agree that the Guaranteed Obligations are secured in accordance with the terms of the Collateral Documents and that the holders of the Guaranteed Obligations may exercise their remedies thereunder in accordance with the terms thereof.

4.06Rights of Contribution.

The Guarantors hereby agree as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution from each other Guarantor in accordance with applicable Law.  Such contribution rights shall be subordinate and subject in right of payment to the Guaranteed Obligations until such time as the Guaranteed Obligations have been irrevocably paid in full and the commitments relating thereto shall have expired or been terminated, and none of the Guarantors shall exercise any such contribution rights until the Guaranteed Obligations have been irrevocably paid in full and the commitments relating thereto shall have expired or been terminated.

4.07Guaranty of Payment; Continuing Guaranty.

The guarantee in this Article IV is a guaranty of payment and not of collection, and is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

4.08Joint and Several Liability of the Borrower.

The Borrower shall be jointly and severally liable for all Obligations of any Foreign Subsidiary that becomes an additional borrower hereunder in accordance with Section 1.08.

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ARTICLE V

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01Conditions to Closing Date.

The effectiveness of this Credit Agreement is subject to satisfaction of the following conditions precedent:

(a)Executed Credit Agreement.  The Administrative Agent’s receipt of counterparts of this Credit Agreement dated as of the Closing Date, duly executed by a Responsible Officer of the Borrower and by each Lender party thereto, and in form and substance satisfactory to the Administrative Agent, the Lead Arrangers and each of the Lenders.

(b)[Reserved.]

(c)Officer Certificates.  The following shall be true as of the Closing Date, and the Administrative Agent shall have received a certificate or certificates of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying each of the following:

(i)Consents.  No consents, licenses or approvals are required in connection with the execution, delivery and performance by any Credit Party of the Credit Documents to which it is a party, other than as are in full force and effect and, to the extent requested by the Administrative Agent, are attached thereto;

(ii)Material Adverse Effect.  There has been no event or circumstance since December 31, 2007 (other than an event or condition set forth in Schedule 5.01(c)(ii) hereto (each such event or condition, so listed on such Schedule, a “Scheduled Matter”), except for any development or change in any such Scheduled Matter after June 19, 2008 that would, in and of itself, have or could be reasonably expected to have a Material Adverse Effect), that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(iii)Material Litigation.  There shall be no action, suit, investigation or proceeding pending in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect; and

(iv)Representations and Warranties; No Default.  The conditions set forth in Sections 5.01(d) and (e) have been satisfied as of the Closing Date.

(d)The representations and warranties set forth in Sections 6.06, 6.12, 6.13, 6.14 and 6.15 shall be true and correct as of the Closing Date.

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(e)No Default or Event of Default shall have occurred and be continuing or would result from the occurrence of the Closing Date.

Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02Conditions to the Funding Date.

The obligation of each Lender and the L/C Issuer to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)Execution of Credit Documents and Joinders.  The Administrative Agent shall have received counterparts of (i) a Joinder Agreement to the Credit Agreement duly executed by a Responsible Officer of each Guarantor, (ii) the Security Agreement, duly executed by a Responsible Officer of the Borrower and each Guarantor, (iii) the Pledge Agreement, duly executed by a Responsible Officer of the Borrower and each Guarantor and (iv) Notes, to the extent requested by a Lender by written notice delivered to the Borrower at least five (5) Business Days prior to the Funding Date, duly executed by a Responsible Officer of the Borrower.

(b)Spin-Off.  The Administrative Agent shall be reasonably satisfied that the Spin-Off will be consummated substantially simultaneously with, or within five (5) Business Days after, the initial Borrowing hereunder.  The Administrative Agent shall be satisfied that all governmental, shareholder and third party consents and approvals necessary in connection with the Spin-Off shall have been obtained and all applicable waiting periods shall have expired without any continuing action being taken by any authority that would restrain, prevent or impose any material adverse conditions on the Borrower and its Subsidiaries or the Transactions, and no Law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent would have such effect, in each case to the extent the foregoing could either reasonably be expected to prevent the consummation of the Spin-Off as contemplated by the Separation Agreement or could reasonably be expected to result in a Material Adverse Effect.

(c)Personal Property Collateral.  The Collateral Agent’s receipt of the following:

(i)Lien Priority.  Evidence, including UCC, tax and judgment lien searches from the jurisdiction of formation and jurisdiction of the chief executive office of each Credit Party and intellectual property searches, that none of the Collateral is subject to any Liens (in each case other than Permitted Liens);

(ii)UCC Financing Statements.  Such UCC financing statements as are necessary or appropriate, in the Collateral Agent’s discretion, to perfect the security interests in the Collateral;

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(iii)Intellectual Property.  Such patent, trademark and copyright security agreements as are necessary or appropriate, in the Collateral Agent’s discretion, to perfect the security interests in the Credit Parties’ material IP Rights;

(iv)Capital Stock.  Original certificates evidencing the Capital Stock pledged pursuant to the Collateral Documents and required to be delivered thereunder (to the extent such Capital Stock is certificated), together with undated stock transfer powers executed in blank (provided that with respect to the stock of any Subsidiary of the Borrower, the Administrative Agent may, in its sole discretion, provide a reasonable amount of time after the initial funding for the Borrower to deliver such original certificates); and

(v)Promissory Notes.  Original promissory notes to the extent required by the Security Agreement, if any, evidencing intercompany loans or advances owing to any Credit Party by any Subsidiary of the Borrower, together with undated allonges executed in blank (provided that the Administrative Agent may, in its sole discretion, provide a reasonable amount of time after the initial funding for the Borrower to deliver such original promissory notes).

(d)Evidence of Insurance.  The Collateral Agent’s receipt of copies of binders with respect to all property and liability insurance required to be maintained pursuant to the Credit Documents.

(e)Opinions of Counsel.  The Administrative Agent’s receipt of a customary duly executed opinion of Wachtell, Lipton Rosen & Katz and of appropriate local counsel to the Credit Parties, dated as of the Funding Date, in each case, reasonably satisfactory to the Administrative Agent.

(f)Organization Documents, Etc.  The Administrative Agent’s receipt of a duly executed certificate of a Responsible Officer of each Credit Party, attaching each of the following documents and certifying that each is true, correct and complete and in full force and effect as of the Funding Date:

(i)Charter Documents.  Copies of its articles or certificate of organization or formation, certified to be true, correct and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization or formation;

(ii)Bylaws.  Copies of its bylaws, operating agreement or partnership agreement;

(iii)Resolutions.  Copies of its resolutions approving and adopting the Credit Documents to which it is party, the transactions contemplated therein, and authorizing the execution and delivery thereof;

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(iv)Incumbency.  Incumbency certificates identifying the Responsible Officers of such Credit Party that are authorized to execute Credit Documents and to act on such Credit Party’s behalf in connection with the Credit Documents; and

(v)Good Standing Certificates.  Certificates of good standing or the equivalent from its jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority.

(g)Officer Certificates.  The following shall be true as of the Funding Date, and the Administrative Agent shall have received a customary certificate or certificates of a Responsible Officer of the Borrower, dated as of the Funding Date certifying each of the following:

(i)Material Adverse Effect.  There has been no event or circumstance since December 31, 2007 (other than a Scheduled Matter, except for any development or change in any such Scheduled Matter after June 19, 2008 that would, in and of itself, have or could be reasonably expected to have a Material Adverse Effect), that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(ii)Material Litigation.  There shall be no action, suit, investigation or proceeding pending in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.

(h)Pro Forma Financial Statements.  The Lenders shall have received the balance sheet as of March 31, 2008 and, if the Funding Date is on or after August 31, 2008, June 30, 2008, and statements of income and cash flows for the period ended March 31, 2008 and, if the Funding Date is on or after August 31, 2008, June 30, 2008, in each case as to the Borrower and its Subsidiaries giving effect to the Transactions on a pro forma basis.

(i)Financial Statements.  Copies of the financial statements referred to in Section 6.05.

(j)Separation Agreement.  The Administrative Agent shall have received a final, execution version of the Separation Agreement, which shall not have any changes since the draft of July 25, 2008 provided to the Lead Arrangers that are materially adverse to the Lenders, and there shall have been no changes to the structure or terms of the Spin-Off and related transactions pursuant to Section 12.01 of the Separation Agreement that are materially adverse to the Lenders, in each case, unless reasonably satisfactory to the Lead Arrangers.

(k)Solvency.  The Administrative Agent shall have received a customary certificate, dated as of the Funding Date, certified by the chief financial officer of the Borrower, stating that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent.

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(l)Fees and Expenses.  All fees and expenses (including, unless waived by the Administrative Agent, all reasonable fees, expenses and disbursements of any law firm or other counsel (including any local counsel)) invoiced to the Borrower at least two Business Days prior to the Funding Date and required to be paid on or before the Funding Date shall have been paid.

(m)Senior Notes.  The Borrower shall have consummated the issuance of the Senior Notes.

(n)Indebtedness.  After giving effect to the Funding Date, the Borrower and its Subsidiaries shall have no Indebtedness other than with respect to the Term Loans, the Existing Letters of Credit, the Senior Notes, Indebtedness permitted pursuant to Section 8.03(b) and other Indebtedness incurred in the ordinary course of business since the Closing Date and otherwise permitted hereunder and other Indebtedness as may be reasonably acceptable to the Lead Arrangers.

(o)Schedule.  The Borrower shall have delivered to the Administrative Agent Schedule 7.08.

(p)Funding Date.  The Funding Date shall have occurred on or prior to September 30, 2008.

5.03Conditions to All Credit Extensions.

The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent:

(a)The representations and warranties of the Borrower and each other Credit Party contained in Article VI shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects).

(b)No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c)In the case of a Borrowing or the issuance or increase in amount of a Letter of Credit, immediately after giving effect to the proposed Borrowing or the proposed Letter of Credit issuance or increase and the application of the proceeds thereof, the Consolidated Total Leverage Ratio would not exceed 3.50 to 1.00.

(d)(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

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Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 5.03(a) ,(b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

The Credit Parties represent and warrant to the Administrative Agent and the Lenders that (it being understood and agreed that on the Closing Date only, the representations and warranties set forth in this Article VI shall only be made to the extent set forth in Section 5.01(d)):

6.01Existence, Qualification and Power.

Each Credit Party (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) execute, deliver and perform its obligations under the Credit Documents to which it is a party and (ii) except to the extent it would not reasonably be expected to have a Material Adverse Effect, own its assets and carry on its business, and (c) except to the extent it would not reasonably be expected to have a Material Adverse Effect, is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license.

6.02Authorization; No Contravention.

The execution, delivery and performance by each Credit Party of each Credit Document to which it is party have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of such Credit Party’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, (i) any Contractual Obligation to which such Credit Party is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Credit Party or its Property is subject; or (c) violate any Law applicable to such Credit Party and the relevant Credit Documents, except, in the case of clause (b) or (c) of this Section 6.02 only, as would not reasonably be expected to have a Material Adverse Effect.

6.03Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of this Credit Agreement or any other Credit Document (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Credit Documents and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).

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6.04Binding Effect.

Each Credit Document has been duly executed and delivered by each Credit Party that is party hereto or thereto.  Each Credit Document constitutes legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing.

6.05Financial Statements.

The audited combined balance sheets of the Borrower and its Subsidiaries as of December 31, 2007 and December 31, 2006 and the unaudited combined balance sheets as of March 31, 2008 and March 31, 2007 and, if the Funding Date is on or after August 31, 2008, June 30, 2008 and June 30, 2007, and the related combined statements of income or operations, or shareholders’ equity (or invested equity) and cash flows for the years ending December 31, 2007, December 31, 2006 and December 31, 2005 and the fiscal quarters ending March 31, 2008 and (solely with respect to the statements of income or operations and cash flows) March 31, 2007 and, if the Funding Date is on or after August 31, 2008, for the fiscal quarters ended June 30, 2008 and (solely with respect to the statements of income or operations and cash flows) June 30, 2007, including the notes thereto, (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

The unaudited pro forma condensed combined balance sheet of the Borrower and its Subsidiaries as at March 31, 2008, and, if the Funding Date is on or after August 31, 2008, June 30, 2008, and the related unaudited pro forma condensed combined statements of operations of the Borrower and its Subsidiaries for the three or, if the Funding Date is on or after August 31, 2008, six, months then ended and for the year ended December 31, 2007, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the combined pro forma financial condition of the Borrower and its Subsidiaries as at such date and the combined pro forma results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, in each case giving effect to the Transactions, all in accordance with Regulation S-X under the Securities Laws, as amended and the Borrower believes that the assumptions underlying such unaudited pro forma combined financial statements are reasonable.

6.06No Material Adverse Effect.

Since December 31, 2007, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect (other than any Scheduled Matter, except for any development or change in any such Scheduled Matter after June 19, 2008 that would, in and of itself, have or could be reasonably expected to have a Material Adverse Effect).

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6.07Litigation.

There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against any member of the Consolidated Group or against any of their properties or revenues that either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

6.08No Default.

No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Credit Agreement or any other Credit Document.

6.09Ownership of Property; Liens.

Each of the Borrower and its Subsidiaries has good and valid title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in or right to use, all its other material property, except as would not reasonably be expected to have a Material Adverse Effect, and the property of the Consolidated Group is subject to no Liens, other than Permitted Liens.

6.10Taxes.

Except as would not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect:  (a) the Borrower and each of its Subsidiaries (i) has timely filed (or has had filed on its behalf) all Tax returns required to be filed and (ii) has paid prior to delinquency all Taxes levied or imposed upon it or its properties, income or assets otherwise due and payable (including in its capacity as a withholding agent), except for Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided, in accordance with GAAP, if such contest suspends enforcement or collection of the claim in question; (b) neither the Borrower nor any of its Subsidiaries is aware of any proposed or pending tax assessments, deficiencies or audits; and (c) neither the Borrower nor any of its Subsidiaries has “participated” in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4.

6.11ERISA Compliance.

(a)Each Pension Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS or an application for such a letter is currently pending before the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred that would prevent, or cause the loss of, such qualification except in such instances in which the failure to comply therewith either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.  The Borrower and each ERISA Affiliate have made all required contributions to each Pension Plan subject to Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Internal Revenue Code has been made with respect to any Pension Plan except in such instances in which the failure to

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comply therewith either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

(b)There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would be reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(c)(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred that, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that would reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA which in the case of clause (i) through (iii) above, would reasonably be expected to have a Material Adverse Effect.

6.12Subsidiaries.

After giving effect to any modifications or updates pursuant to the last sentence of this Section 6.12, set forth on Schedule 6.12 is a list of all Subsidiaries of the Borrower immediately after giving effect to the consummation of the Spin-Off, together with the jurisdiction of organization, classes of Capital Stock and ownership and ownership percentages of each such Subsidiary as of such date.  After giving effect to any modifications or updates pursuant to the last sentence of this Section 6.12, Schedule 6.12 identifies the Subsidiaries that shall be parties to the Pledge Agreement and Security Agreement after giving effect to the consummation of the Spin-Off.  The outstanding Capital Stock has been validly issued, is owned free of Liens (other than Permitted Liens), and with respect to any outstanding shares of Capital Stock of a corporation, such shares have been validly issued and are fully paid and non-assessable.  The outstanding shares of Capital Stock are not subject to any buy-sell, voting trust or other shareholder agreement except as identified on Schedule 6.12.  The Borrower may, on or prior to the Funding Date, provide information from time to time to modify and update the information set forth on Schedule 6.12 in a manner reasonably satisfactory to the Administrative Agent.

6.13Margin Regulations; Investment Company Act.

(a)The Credit Parties are not engaged and will not engage, principally or as one of their important activities, in the business of purchasing or carrying “margin stock” (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b)None of the Credit Parties or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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6.14Disclosure.

No written report, financial statement, certificate or other information (taken as a whole) furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Credit Agreement or delivered hereunder or under any other Credit Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case as of the date such information is provided and as of the Closing Date and the Funding Date; provided that, with respect to projected financial information and estimates, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

6.15Compliance with Laws.

Each member of the Consolidated Group is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions, settlements or other agreements with any Governmental Authority and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.16Solvency.

As of the Funding Date, the Borrower and its Subsidiaries, on a consolidated basis, are, and after giving effect to the Transactions will be, Solvent.

6.17Intellectual Property; Licenses, Etc.

Except as would not reasonably be expected to have a Material Adverse Effect, as of the Funding Date, each member of the Consolidated Group owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person.  As of the Funding Date, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Credit Parties, threatened, that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

6.18Security Agreement.

The security interest granted pursuant to the Security Agreement (i) will constitute a valid and perfected security interest in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this Section 6.18) in favor of the Collateral Agent, for the benefit of the holders of the Obligations, as collateral security for the Obligations, upon (A) the filing of all financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing

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offices, (B) delivery of all Instruments, Chattel Paper and negotiable Documents to the Collateral Agent and (C) completion of the filing, registration and recording of a fully executed agreement in the form of the Security Agreement (or a supplement thereto) and containing a description of all Collateral constituting intellectual property in the United States Patent and Trademark Office within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting intellectual property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and in the United States Copyright Office within the one month period (commencing as of the date hereof) or, in the case of Collateral constituting intellectual property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 8.01.  Unless otherwise specified in this Credit Agreement, solely with respect to this Section 6.18 capitalized terms used and not otherwise defined in this Credit Agreement shall have the meanings provided in the Security Agreement.

6.19Pledge Agreement.

The Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and the Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien other than Permitted Liens (i) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC) (to the extent perfection of a Lien in such Collateral can be obtained by filing UCC financing statements), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor.

ARTICLE VII

AFFIRMATIVE COVENANTS

Until the Loan Obligations shall have been paid in full or otherwise satisfied, and the Commitments hereunder shall have expired or been terminated, the Borrower will, and will cause each of its Subsidiaries to:

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7.01Financial Statements.

Deliver to the Administrative Agent and each Lender:

(a)as soon as available, but in any event within ten (10) days of the date the Borrower is required to file its Form 10-K with the SEC and in any eventnot later than ninety (90) days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower as at the end of such fiscal year, and the related consolidated statements of income or operations, invested equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by (1) a report and opinion of a Registered Public Accounting Firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or other material qualification or exception and (2) if required by Section 404 of Sarbanes-Oxley, an attestation report of such Registered Public Accounting Firm as to the Borrower’s internal controls pursuant to Section 404 of Sarbanes-Oxley; and

(b)as soon as available, but in any event within ten (10) days of the date the Borrower is required to file its Form 10-Q with the SEC and in any event not later than forty-five (45) days (or, solely in the case of the fiscal quarter of the Borrower ending June 30, 2008, 61 days) after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and the Consolidated Group as at the end of such fiscal quarter, and the related consolidated statements of income or operations, invested equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, invested equity and cash flows of the Consolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; provided that, with respect to the fiscal quarter ended June 30, 2008, such financial statements may be presented on a basis consistent with the historical financial statements referred to in the first paragraph of Section 6.05.

As to any information contained in materials furnished pursuant to Section 7.02(c),7.02, the Borrower shall not be separately required to furnish such information under subsection (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.

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7.02Certificates; Other Information.

Deliver to the Administrative Agent and each Lender:

(a)within five (5) Business Days following the delivery of the financial statements referred to in Section 7.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default with respect to financial covenants or, if any such Default or Event of Default shall exist, stating the nature and status of such event (which may be limited to the extent consistent with industry practice or the policy of the accounting firm);

(b)within five (5) Business Days following each delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (i) commencing with the fiscal quarter ended September 30, 2008, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial covenants contained herein, (ii) certifying that no Default or Event of Default exists as of the date thereof (or the nature and extent thereof and proposed actions with respect thereto), (iii) setting forth a list of each Subject Disposition and Involuntary Disposition effected during the fiscal quarter or fiscal year, as the case may be, covered by such financial statements, to the extent the Net Cash Proceeds received in such Subject Disposition (or series of related Subject Dispositions) or Involuntary Disposition (or series of related Involuntary Dispositions) exceed $5.0 million or the Net Cash Proceeds received in all Subject Dispositions or Involuntary Dispositions effected during such fiscal year exceeds $10.0 million (or the elapsed portion of such fiscal year in the case of a Compliance Certificate relating to a fiscal quarter), and whether the Borrower and its Subsidiaries intend to reinvest the Net Cash Proceeds thereof or to use such Net Cash Proceeds to prepay the Loans and (iv) a calculation of the Cumulative Credit (in reasonable detail) as of the last day of the period covered by such financial statements;

(c)copies of all annual, regular, periodic and special reports and registration statements that the Borrower may file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; all reports required to be provided pursuant to Section 4.03(a) of the indenture dated as of July 28, 2008 between the Borrower and Bank of New York Mellon, as trustee, relating to the Senior Notes, as in effect on the date hereof (whether or not any such Senor Notes are outstanding), within the time periods specified in such indenture;

(d)promptly, such additional information regarding the business, financial or corporate affairs of any Credit Party or any Subsidiary of a Credit Party, or compliance with the terms of the Credit Documents, as the Administrative Agent or any Lender (acting through the Administrative Agent) may from time to time reasonably request;

(e)promptly after the furnishing thereof, copies of any material financial statement or report furnished to any holder of material Indebtedness of any Credit Party

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or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 7.01 or any other clause of this Section 7.02;

(f)as soon as available, but in any event no more than sixty (60) days following the beginning of each fiscal year of the Borrower, annual expense budgetsprojections that include revenues by division with corresponding expense information of the Borrower and its Subsidiaries on a consolidated basis, for such fiscal year of the Borrower; and

(g)Within 15 Business Days after the date of any Major Disposition, the Borrower shall notify the Administrative Agent thereof and whether and to what extent the Net Cash Proceeds received therefrom is intended to be used to reinvest or make prepayments pursuant to Section 2.06(b)(ii).

Documents required to be delivered pursuant to Section 7.01 or 7.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the EDGAR database and sec.gov; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Credit Parties hereby acknowledge that the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Credit Parties hereunder (collectively, the “Credit Party Materials”) by posting the Credit Party Materials on IntraLinks or another similar electronic system (the “Platform”) and that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Credit Parties or their securities) (each, a “Public Lender”).  The Credit Parties hereby agree that so long as any Credit Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (1) all Credit Party Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” (which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof), or otherwise indicated to the Administrative Agent as being “PUBLIC”; (2) by marking or otherwise indicating the Credit Party Materials “PUBLIC,” the Credit Parties shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the L/C Issuer and the Lenders to treat such Credit Party Materials as not containing any material non-public information with respect to the

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Credit Parties or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Credit Party Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all Credit Party Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (4) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Credit Party Materials that are not marked or otherwise indicated “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.”

7.03Notification.

Promptly, and in any event within two Business Days after any Responsible Officer of the Borrower or any of its material Subsidiaries obtains knowledge thereof, notify the Administrative Agent and each Lender of:

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

(b)the filing or commencement of any litigation, investigation or proceeding affecting any Credit Party which would reasonably be expected to have a Material Adverse Effect.

7.04Preservation of Existence.

Except as otherwise permitted hereunder, do all things necessary to preserve and keep in full force and effect (x) its existence and (y) its rights, franchises and authority, except (i) to the extent, in the case of clauses (x) (with respect to any Subsidiary only and not the Borrower) and (y), that the failure to do so would not have a Material Adverse Effect, (ii) with respect to any Subsidiary only and notor the Borrower, to the extent otherwise permitted by Section 8.04 hereof, and (iii) for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, to the extent such assets exceed estimated liabilities, are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided that Subsidiaries that are Guarantors may not be liquidated into Subsidiaries that are not Guarantors.

7.05Payment of Taxes and Other Obligations.

(a)Pay and discharge (i) all Taxes imposed upon it, or upon its income or profits, or upon any of its properties, before they become delinquent, (ii) all lawful claims (including claims for labor, material and supplies) that, if unpaid, might give rise to a Lien upon any of its properties, and (iii) except as prohibited hereunder, all of its other Indebtedness as it becomes due, except in each case to the extent that the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect; provided that no such Person shall be required to pay any amount that is being contested in good faith by appropriate proceedings and for which adequate reserves, determined in accordance with GAAP, have been established, if such contest suspends enforcement or collection of the claim in question.

(b)Timely and correctly file all Tax returns required to be filed by it, except for failures to file that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

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7.06Compliance with Law.

Comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority, a breach of which would result in a Material Adverse Effect, except where contested in good faith by appropriate proceedings diligently pursued.

7.07Maintenance of Property.

Maintain and preserve its material properties and equipment in good repair, working order and condition, normal wear and tear and casualty and condemnation excepted, and make all repairs, renewals, replacements, extensions, additions, betterments and improvements thereto as may be necessary or proper, to the extent and in the manner customary for similar businesses.

7.08Insurance.

Maintain at all times in force and effect insurance in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as determined by the Borrower in its reasonable business judgment.  The Collateral Agent shall be named as loss payee, additional insured and/or mortgagee, as its interests may appear, with respect to any such insurance providing coverage in respect of any collateral under the Collateral Documents, and the Borrower shall request that each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it will give the Collateral Agent thirty (30) days’ prior written notice before any such policy or policies shall be altered in any material respect or canceled, and that no act or default of any member of the Consolidated Group or any other Person shall affect the rights of the Collateral Agent or the Lenders under such policy or policies.  The insurance coverage for the Consolidated Group as of the Funding Date is described as to type and amount on Schedule 7.08 (which schedule, for the avoidance of doubt, shall be delivered to the Administrative Agent on or prior to the Funding Date).

7.09Books and Records.

Maintain (a) proper books of record and account, in which true and correct entries in conformity with GAAP shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be, and (b) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary.

7.10Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent or any Lender (in the case of such Lender, coordinated through the Administrative Agent) to (i) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (ii) visit and inspect any of its properties and examine its corporate, financial and operating records, once per fiscal year of the Borrower at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the

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Administrative Agent or any of its representatives or independent contractors or any Lender (in the case of such Lender, coordinated through the Administrative Agent) may do any of the foregoing at the expense of the Borrower at any time during normal business hours.

7.11Use of Proceeds.

Use the proceeds of the Term A Loans and Term B Loans to fund the IAC Dividend and pay costs and expenses related to the Transactions (including entry into this Credit Agreement) and use the proceeds of the Revolving Loans for working capital and general corporate purposes (but in no event may any Revolving Loans in excess of $25.0 million fund any portion of the IAC Dividend, the Spin-Off, any transaction contemplated by Section 8.12 or any of the other Transactions or any costs or expenses relating thereto) (but, for the avoidance of doubt, proceeds of Revolving Loans may be used in respect of obligations relating to such transactions after the Spin-Off Date, including, for example, indemnification obligations or obligations relating to transition services), in each case not in contravention of any Law or of any Credit Document.

7.12Joinder of Subsidiaries as Guarantors.

Promptly notify the Administrative Agent of the formation, acquisition (or other receipt of interests) or existence of any Domestic Subsidiary that is not a Guarantor (other than a non-Wholly Owned Subsidiary invested in pursuant to Section 8.02(k) (unless such Subsidiary shall guarantee or provide Support Obligations in respect of any material Indebtedness (other than the Obligations) of the Borrower or another Subsidiary), or an Immaterial Subsidiary), which notice shall include information as to the jurisdiction of organization, the number and class of Capital Stock outstanding and ownership thereof (including options, warrants, rights of conversion or purchase relating thereto), and with respect to any such Subsidiary, within thirty (30) days (or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of the formation, acquisition or other receipt of interests thereof, cause the joinder of such Subsidiary as a Guarantor pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organization Documents, take all actions necessary to create and perfect a security interest in its assets to the extent required by the Security Agreement or Pledge Agreement and, if reasonably requested by the Administrative Agent, deliver favorable opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent.  For the avoidance of doubt, if an Immaterial Subsidiary shall become a Material Subsidiary, such Subsidiary shall thereupon comply with the foregoing.

7.13Pledge of Capital Stock.

From and after the Spin-Off Date, pledge or cause to be pledged to the Collateral Agent to secure the Obligations, other than in the case of Excluded Property: (a) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary to the extent owned by a Credit Party within thirty (30) days (or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests and (b) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Subsidiary) of each class of the issued and outstanding Capital Stock of each First-Tier Foreign Subsidiary to the extent owned by a Credit Party within thirty

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(30) days (or up to twenty (20) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of its formation, acquisition or other receipt of such interests, in each case pursuant to the Pledge Agreement or pledge joinder agreements, together with, if reasonably requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided that the Borrower shall not be required to deliver to the Collateral Agent opinions of foreign counsel or foreign-law pledge agreements with respect to the pledge of Capital Stock of any Foreign Subsidiary unless the Administrative Agent shall have reasonably requested such foreign counsel opinions or foreign-law pledge agreements (it being understood and agreed that the Administrative Agent shall not be entitled to request such foreign counsel opinions or foreign-law pledge agreements or the delivery of stock certificates with respect to any Subsidiary that, together with its Subsidiaries, generated less than $5.0 million of Consolidated EBITDA for the four quarter period ending on the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, ending on the last day of the most recent period referred to in the first sentence of Section 6.05)).  It is further understood and agreed that even if such foreign counsel opinions, foreign law security agreements or stock certificates with respect to any Subsidiary shall not be required to be delivered to the Collateral Agent pursuant to the foregoing, the Capital Stock thereof shall nevertheless constitute Collateral, except to the extent constituting Excluded Property.

7.14Pledge of Other Property.

With respect to each Credit Party, pledge and grant a security interest in all of its personal property, tangible and intangible, owned and leased (except (a) Excluded Property, (b) as otherwise set forth in Section 7.13 with respect to Capital Stock and (c) as otherwise set forth in the Collateral Documents) to secure the Obligations, within thirty (30) days (or up to ten (10) days later, if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of the acquisition or creation thereof pursuant to such pledge and security agreements, joinder agreements or other documents as may be required, together with opinions of counsel and any filings and deliveries reasonably requested by the Collateral Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

7.15Further Assurances Regarding Collateral.

(a)           Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error relating to the granting or perfection of security interests that may be discovered in any Credit Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or the Required Lenders through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Credit Documents, (ii) to the fullest extent permitted by applicable law, subject any Credit Party’s or any Credit Party’s Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any

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of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the holders of the Obligations the rights granted to the holders of the Obligations under any Credit Document or under any other instrument executed in connection with any Credit Document to which any Credit Party or any Credit Party’s Subsidiaries is or is to be a party, and cause each of the Borrower’s Subsidiaries to do so.

(b)           In the event the Borrower or any other Credit Party acquires (i) a fee interest in any real property after the Closing Date (excluding Excluded Property) and such real property (together with any improvements thereon), when taken together with all contiguous parcels of real property interests (or other parcels of real property interests proximately located and used in connection therewith) then held by any Borrower or any other Credit Party, has a fair market value of at least $2.5 million, the Borrower shall promptly (x) notify the Administrative Agent of such acquisition and (y) deliver, or cause to be delivered, within sixty (60) days (or up to fifteen (15) days later if the Administrative Agent, in its sole discretion, consents thereto in writing) to the Collateral Agent a fully executed Mortgage (subject to all Permitted Liens) over such real property in form and substance reasonably satisfactory to the Administrative Agent, together with such title insurance policies, surveys, appraisals (if required by law), “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations (together with notices about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto), evidence of insurance (including, without limitation, flood insurance), legal opinions and other documents and certificates, in each case, in form and substance reasonably satisfactory to the Administrative Agent, as shall be reasonably requested by the Administrative Agent.

(c)           Notwithstanding anything to the contrary provided herein or in any Credit Document, the Borrower and the Subsidiaries shall not be required to take any action required to perfect or maintain the perfection of any of the Liens of the Agents or Lenders with respect to cash, deposit accounts or securities accounts except to the extent such perfection is achieved by filing of financing statements, although cash, deposit accounts and securities accounts shall nevertheless constitute Collateral.

7.16Post-Closing Matters.

(a)           The Borrower shall, no later than 3 Business Days after the Funding Date (or such later date as the Administrative Agent, in its sole discretion, shall agree to), provide to the Collateral Agent copies of insurance certificates or policies with respect to all insurance required to be maintained pursuant to the Credit Documents together with endorsements identifying the Collateral Agent as additional insured or loss payee, with respect to all insurance policies to be maintained with respect to the properties of the Borrower and its subsidiaries forming any part of the Collateral.

(b)           The Borrower shall, no later than 90 days after the Funding Date (or up to thirty (30) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing), deliver to the Collateral Agent local law pledge agreements and opinions of counsel (each in form and substance reasonably satisfactory to the Collateral Agent) with respect to First-Tier

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Foreign Subsidiaries which (on a consolidated basis with each of their Subsidiaries and when combined with each First-Tier Foreign Subsidiary (on a consolidated basis with each of its Subsidiaries) that is organized under the laws of Canada), account for at least 70.0% of the total revenues of all Foreign Subsidiaries of the Borrower and at least 70.0% of the total assets of all Foreign Subsidiaries of the Borrower (in each case for the most recent fiscal quarter and as of the most recent date which the Borrower then has such financial information available).

ARTICLE VIII

NEGATIVE COVENANTS

Until the Loan Obligations shall have been paid in full or otherwise satisfied, and the Commitments hereunder shall have expired or been terminated, the Borrower will not, and will not permit any of its Subsidiaries to:

8.01Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)           Liens created pursuant to the Credit Documents;

(b)           Liens under the Collateral Documents given to secure obligations under Swap Contracts between any Credit Party and any Lender or Affiliate of a Lender or any Person that was a Lender or Affiliate of a Lender at the time it entered into such Swap Contract, provided that such Swap Contracts are otherwise permitted under Section 8.03;

(c)           Liens existing on the Closing Date and listed on Schedule 8.01, or, to the extent not so listed, Liens, which, when taken together with all other Liens existing on the Closing Date and not so listed, secure Indebtedness in an aggregate principal amount not exceeding $5.0 million, in each case together with any extensions, replacements, modifications or renewals of the foregoing; provided that the collateral interests are not broadened or increased or secure any Property not secured by such Liens on the Closing Date (but shall be permitted to apply to after-acquired property affixed or incorporated into the property covered by such Lien and the proceeds and products of the foregoing);

(d)           Liens for taxes, assessments or governmental charges or levies not yet due or to the extent non-payment thereof is permitted under Section 7.05;

(e)           statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same, are not overdue by more than 30 days, or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject

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to a foreclosure, sale or loss proceeding on account thereof (other than a proceeding where foreclosure, sale or loss has been stayed));

(f)            Liens incurred or deposits made by any member of the Consolidated Group in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(g)           Liens in connection with attachments or judgments (including judgment or appeal bonds) that do not result in an Event of Default under Section 9.01(i);

(h)           easements, rights-of-way, covenants, conditions, restrictions (including zoning restrictions), declarations, rights of reverter (other than with respect to Property subject to a Mortgage), minor defects or irregularities in title and other similar charges or encumbrances, whether or not of record, that do not, in the aggregate, interfere in any material respect with the ordinary course of business of the Borrower or its Subsidiaries, or in respect of any real property which is subject to a Mortgage, any title defects, liens, charges or encumbrances (other than such prohibited monetary Liens) which the title company is prepared to endorse or insure by exclusion or affirmative endorsement reasonably acceptable to the Administrative Agent and which is included in any title policy;

(i)            Liens on property of any Person securing purchase money and Sale and Leaseback Transaction Indebtedness (including capital leases and Synthetic Leases) of such Person, in each case to the extent incurred under Section 8.03(c) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided, that any such Lien attaches only to the Property financed or leased and such Lien attaches prior to, at the time of or within one hundred eighty (180) days after the later of the date of acquisition of such property or the date such Property is placed in service (or, in the case of Liens securing a refinancing of such Indebtedness pursuant to Section 8.03(l), any such Lien attaches only to the Property that was so financed with the proceeds of the Indebtedness so refinanced);

(j)            licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of any member of the Consolidated Group;

(k)           any interest or title of a lessor or sublessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases and subleases permitted by this Credit Agreement;

(l)            Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and Liens deemed to exist in connection with Investments in repurchase agreements that constitute Investments permitted by Section 8.02 hereof;

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(m)          normal and customary rights of setoff upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers liens, rights of setoff or similar rights in favor of banks or other depository institutions not securing Indebtedness;

(n)           Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(o)           Liens on Property securing obligations incurred under Section 8.03(h) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided that the Liens are not incurred in connection with, or in contemplation or anticipation of, the acquisition and do not attach or extend to any Property other than the Property so acquired (or, in the case of Liens securing a refinancing of such Indebtedness pursuant to Section 8.03(l), the Property acquired with the proceeds of the Indebtedness so refinanced);

(p)           other Liens, provided that such Liens do not secure obligations in excess of $40.0 million;

(q)           Liens in respect of any Indebtedness permitted under Section 8.03(g) to the extent such Liens extend only to Property of the Foreign Subsidiary or Foreign Subsidiaries incurring such Indebtedness (other than a Foreign Subsidiary that is a borrower under this Credit Agreement);

(r)            pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;

(s)           Liens solely on any cash earnest money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;

(t)            Liens securing obligations incurred pursuant to Section 8.03(n);

(u)           Liens on Capital Stock in joint ventures securing obligations of such joint venture, to the extent required by the terms of the organizational documents or material contracts of such joint venture;

(v)           Liens on goods or inventory the purchase, shipment or storage price of which is financed by a bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the Borrower or a Subsidiary; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such bankers’ acceptance or bank guarantee to the extent permitted under Section 8.03;

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(w)          Liens securing insurance premiums financing arrangements, provided, that such Liens are limited to the applicable unearned insurance premiums; and

(x)           Liens in favor of the Borrower or any Guarantor; provided that if any such Lien shall cover any Collateral, the holder of such Lien shall execute and deliver to the Administrative Agent a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent.

8.02Investments.

Make or permit to exist any Investments, except:

(a)           cash and Cash Equivalents of or to be owned by the Borrower or a Subsidiary;

(b)           Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 8.02 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of any Investment pursuant to this clause (b) is not increased at any time above the amount of such Investment existing on the Closing Date, unless such increase is permitted by any clause of this Section 8.02 (other than by this clause (b)), in which case the capacity of such other clause shall be reduced by such increase;

(c)           to the extent not prohibited by applicable Law, advances to officers, directors and employees and consultants of the Borrower and Subsidiaries made for travel, entertainment, relocation and other ordinary business purposes in an aggregate amount not to exceed $5.0 million at any time outstanding or, to the extent not used as part of or to increase the Cumulative Credit, in connection with such person’s purchase of equity of the Borrower;

(d)           Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers, clients, developers or purchasers or sellers of goods or services made in the ordinary course of business;

(e)           except to the extent constituting an Acquisition, Investments by the Borrower and Domestic Subsidiaries in Domestic Credit Parties;

(f)            Investments by the Borrower and Domestic Subsidiaries in Foreign Subsidiaries in an aggregate amount at any time not to exceed the greater of $75.0 million and 3.0% of Consolidated Total Assets at such time;

(g)           Investments by Foreign Subsidiaries in any member of the Consolidated Group (including other Foreign Subsidiaries);

(h)           Support Obligations incurred pursuant to Section 8.03;

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(i)            Investments comprised of Permitted Acquisitions;

(j)            advances in the ordinary course of business to secure developer contracts of the Borrower and its Subsidiaries;

(k)           Investments at any time outstanding in an aggregate amount not to exceed $75.0 million plus, so long as (x) no Default shall have occurred and be continuing or exist after giving effect thereto and, (y) after giving effect on a Pro Forma Basis to the Investment to be made, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section  8.10, the amount of the Cumulative Credit at such time8.10 (and if the Investment is greater than $15.0 million, then the Borrower shall deliver a certificate of a Responsible Officer as to the satisfaction of the requirements in this clause (y)) and (z) in the case of an Investment in any member of the Live Nation Group only, no Live Nation Default shall have occurred and be continuing after giving effect thereto, the amount of the Cumulative Credit at such time; provided that if any Investment is made pursuant to this Section 8.02(k) in any Person that is not a Domestic Credit Party and such Person thereafter becomes a Domestic Credit Party, such Investment shall thereafter be deemed to have been made pursuant to Section 8.02(e);

(l)            Investments representing non-cash consideration received in connection with any Subject Disposition permitted pursuant to Section 8.05;

(m)          Investments contemplated by Section 8.12;

(n)           Swap Contracts allowed by Section 8.03(d);

(o)           Investments resulting from pledges and deposits under Section 8.01(f), (l) or (r);

(p)           Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrower as a result of a foreclosure by the Borrower or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(q)           loans or advances or other similar transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business, regardless of frequency;

(r)            to the extent not used as part of or increasing the Cumulative Credit, any Investment procured solely in exchange for the issuance of Qualified Capital Stock;

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(s)           Investments to the extent consisting of the redemption, purchase, repurchase or retirement of any common Capital Stock permitted under Section 8.06;

(t)            advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Borrower or such Subsidiary;

(u)           guarantees by the Borrower or any Subsidiary of operating leases or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business;

(v)           Investments consisting of the non-exclusive licensing of intellectual property pursuant to joint marketing arrangements with other Persons otherwise permitted hereunder; and

(w)          Investments by the Borrower or any Guarantor in any Foreign Subsidiary consisting solely of (x) the contribution or other Disposition of Capital Stock or Indebtedness of any other Foreign Subsidiary held directly by the Borrower or such Guarantor in exchange for Indebtedness, Capital Stock (or additional share premium or paid in capital in respect of Capital Stock) or a combination thereof of the Foreign Subsidiary to which such contribution is made or (y) an exchange of Capital Stock of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary.

8.03Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except, subject to the last sentence of this Section 8.03:

(a)           Indebtedness existing or arising under this Credit Agreement and the other Credit Documents;

(b)           Indebtedness existing on the Closing Date set forth on Schedule 8.03 or, to the extent not listed on Schedule 8.03, the aggregate principal amount of which, when taken with all other Indebtedness existing on the Closing Date and not so listed, does not exceed $5.0 million;

(c)           capital lease obligations and purchase money Indebtedness (including obligations in respect of capital leases) to finance the purchase or acquisition of fixed assets, at any time outstanding (when aggregated with the aggregate amount of refinancing Indebtedness outstanding at such time pursuant to Section 8.03(l) in respect of Indebtedness incurred pursuant to this Section 8.03(c)) not to exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets; provided that such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;

(d)           obligations under Swap Contracts entered into to manage existing or anticipated risks and not for speculative purposes;

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(e)           unsecured intercompany Indebtedness among members of the Consolidated Group to the extent permitted by Section 8.02(e), (f), (g) or (w);

(f)            unsecured Indebtedness of the Borrower to the extent (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence thereof at such time; (ii) after giving pro forma effect to the incurrence of such Indebtedness, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10 (and if the Indebtedness incurred is greater than $15.0 million, then the Borrower shall deliver a certificate of a Responsible Officer as to the satisfaction of the requirements in this clause (ii)); (iii) such Indebtedness matures no earlier than the Term B Loans and has a Weighted Average Life to Maturity that is no shorter than the Term B Loans; (iv) such Indebtedness does not have prepayment or redemption events that are less favorable to the Borrower and its Subsidiaries than those relating to the Term B Loans; and (v) such Indebtedness has other terms that are, taken as a whole, not materially less favorable to the Borrower and its Subsidiaries than the terms of the Credit Agreement; provided that such Indebtedness may benefit from unsecured guarantees from the Guarantors on the same basis as the Borrower has issued such Indebtedness;

(g)           Indebtedness of Foreign Subsidiaries and guarantees thereof by other Foreign Subsidiaries, without duplication, in an aggregate principal amount at any time outstanding not to exceed the greater of $25.0 million and 1.0% of Consolidated Total Assets at such time (but not to exceed, in any event, $40.0 million);

(h)           Indebtedness acquired or assumed pursuant to a Permitted Acquisition in an aggregate principal amount at any time outstanding (when aggregated with the aggregate amount of refinancing Indebtedness outstanding at such time pursuant to Section 8.03(l) in respect of Indebtedness incurred pursuant to this Section 8.03(h)) not to exceed $25.0 million; provided that (a) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition and (b) after giving pro forma effect to the incurrence of such Indebtedness, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10;

(i)            Indebtedness arising under any performance or surety bond, completion bond or similar obligation entered into in the ordinary course of business consistent with past practice;

(j)            Indebtedness of the Borrower and its Subsidiaries (and guarantees thereof, without duplication) not contemplated in the foregoing clauses of this Section 8.03 in an aggregate principal amount at any time outstanding not to exceed $40.0 million;

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(k)           Indebtedness incurred under the Senior Notes and guarantees by the Guarantors thereof;

(l)            any refinancing of Indebtedness incurred pursuant to Section 8.03(b), (c), (f), (h) or (k) so long as (i) if the Indebtedness being refinanced is Subordinated Debt, then such refinancing Indebtedness shall be at least as subordinated in right of payment and otherwise to the Obligations as the Indebtedness being refinanced, (ii) the principal amount of the refinancing Indebtedness is not greater than the principal amount of the Indebtedness being refinanced, together with any premium paid, and accrued interest and reasonable fees in connection therewith thereon and reasonable costs and expenses incurred in connection therewith, (iii) the final maturity and Weighted Average Life to Maturity of the refinancing Indebtedness is not earlier or shorter, as the case may be, than the Indebtedness being refinanced, (iv) no Subsidiary (other than a Credit Party) that is not an obligor with respect the Indebtedness to be refinanced shall be an obligor with respect to the refinancing Indebtedness and (v) the material terms (other than as to interest rate, which shall be on then market terms) of the refinancing Indebtedness taken as a whole are at least as favorable to the Consolidated Group and the Lenders as under the Indebtedness being refinanced;

(m)          overdrafts paid within 5 Business Days;

(n)           Indebtedness in respect of trade letters of credit, warehouse receipts or similar instruments issued to support performance obligations (other than obligations in respect of Indebtedness) in the ordinary course of business; provided that the aggregate stated amount of any such trade letters of credit, warehouse receipts or similar instruments shall not exceed, as of the date of issuance, amendment or extension thereof, $15.0 million minus the aggregate L/C Obligations outstanding on such date;

(o)           Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit;

(p)           Indebtedness consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(q)           Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary incurred in the ordinary course of business;

(r)            Indebtedness consisting of promissory notes issued by the Borrower to current or former officers, directors and employees, their respective estates, spouses or former spouses issued in exchange for the purchase or redemption by the Borrower of Qualified Capital Stock permitted by Section 8.06(f); provided that (a) the Borrower shall be able to make a Restricted Payment pursuant to Section 8.06(f) in an amount equal to the principal amount of each such note at the time such note is issued, and an amount equal to the principal amount of each such note shall reduce the amount of Restricted Payments able to be made under Section 8.06(f) and (b) the Borrower shall be able to make a Restricted Payment pursuant to Section 8.06(f) in the amount of any other

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payment on each such note at the time such payment is made, and each such payment shall reduce the Restricted Payments available to be able to be made under Section 8.06(f);

(s)           Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation, indemnification, adjustment of purchase or acquisition price or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(t)            all premium (if any), interest (including post petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (s) above; and

(u)           Support Obligations by any member of the Consolidated Group in respect of Indebtedness incurred under clauses subsections(a) through (t) of this Section 8.03, solely to the extent such member of the Consolidated Group would have itself been able to originally incur such Indebtedness.

Notwithstanding the foregoing, neither the Borrower nor any of its Subsidiaries shall incur or assume any Indebtedness permitted under clauses (f), (g), (h)  or (j) on any date if immediately after giving effect to such incurrence and the application of proceeds thereof, the Consolidated Total Leverage Ratio would exceed 3.50 to 1.00.

8.04Mergers and Dissolutions.

(a)Enter into a transaction of merger or consolidation, except that:

(i)            a Domestic Subsidiary of the Borrower may be a party to a transaction of merger or consolidation with the Borrower or another Domestic Subsidiary of the Borrower; provided that if the Borrower is a party to such transaction, the Borrower shall be the surviving Person; provided, further that if the Borrower is not a party to such transaction but a Guarantor is, such Guarantor shall be the surviving Person or the surviving Person shall become a Guarantor immediately upon the consummation of such transaction;

(ii)           a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Borrower or a Subsidiary of the Borrower; provided that (A) if the Borrower is a party thereto, it shall be the surviving entity, (B) if a Guarantor is a party thereto, it shall be the surviving Person or the surviving Person shall become a Guarantor immediately following the consummation of such transaction, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party thereto, the surviving entity shall be a Foreign Subsidiary and the Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.13;

(iii)          a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction

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undertaken pursuant to this clause (iii) than would otherwise have been allowed pursuant to Section 8.05;

(iv)          mergers and consolidations contemplated by Section 8.12 shall be permitted; and

(v)           the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted pursuant to Section 8.02 so long as the continuing or surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with each of its Subsidiaries shall have complied with the requirements of Section 7.12; provided that following any such merger or consolidation involving the Borrower, the Borrower is the surviving Person; and

(vi)          the Borrower may enter into the Live Nation Merger; provided that, if Live Nation Merger Sub is the surviving entity of such merger, Live Nation Merger Sub shall (A) on the date of the Live Nation Merger, (i) expressly assume all Obligations of the Borrower hereunder and each other Credit Document and (ii) provide an appropriately completed UCC-1 financing statement in favor of the Collateral Agent, naming Live Nation Merger Sub as debtor to the Collateral Agent for filing in the jurisdiction of organization of Live Nation Merger Sub and (iii) deliver to the Administrative Agent and Collateral Agent a customary legal opinion relating to the Borrower and the Credit Documents in form reasonably satisfactory to the Administrative Agent and Collateral Agent and (B) within ten Business Days of the Live Nation Merger (or such longer period, not to exceed thirty days, as to which the Collateral Agent may consent), take all additional actions reasonably requested by the Collateral Agent in order to maintain the perfection and priority of the security interest of the Collateral Agent in the Borrower’s Collateral to the extent required by the Collateral Documents.

(b)Except in connection with a transaction permitted by Section 8.04(a)(i) or (vi), the Borrower will not dissolve, liquidate or wind up its affairs.

8.05Dispositions.

Make any Subject Disposition or Specified Intercompany Transfer, unless (i) in the case of a Subject Disposition only, at least seventy-five percent (75%) of the consideration received from each such Subject Disposition is cash or Cash Equivalents, (ii) such Subject Disposition or Specified Intercompany Transfer is made at fair market value and (iii) the aggregate amount of Property so Disposed (valued at fair market value thereof) in all Subject Dispositions and Specified Intercompany Transfers in any fiscal year of the Borrower does not exceed $50.0 million; provided that any amount not used in any such fiscal year may be carried forward and used in the two immediately succeeding fiscal years of the Borrower (but no other fiscal years).

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8.06Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, except that:

(a)           each Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary, or in the case of a Subsidiary that is not a Wholly Owned Subsidiary, to each equity holder of such Subsidiary on a pro rata basis (or on more favorable terms from the perspective of the Borrower and its Wholly Owned Subsidiaries), based on their relative ownership interests or, solely to the extent required by law and involving de minimis amounts, on a non-pro rata basis to such equity holders;

(b)           Restricted Payments contemplated by Section 8.12 shall be permitted.

(c)           any refinancing permitted pursuant to Section 8.03(l) shall be permitted;

(d)           [Reserved];any Investment permitted or not prohibited by Section 8.02 shall be permitted;

(e)           the Borrower may declare and make payments in respect of the IAC Dividend on or about the Funding Date;

(f)            the Borrower may make Restricted Payments at any time in an aggregate amount not to exceed $50.025.0 million plus if (i) as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), (x) the Borrower would be in compliance with Section 8.10 and (y) the Consolidated Total Leverage Ratio would not be in excess of 3.00:1.00 (and if the Restricted Payment is greater than $15.0 million, then the Borrower shall deliver a certificate of a Responsible Officer as to the satisfaction of the requirements in this clause (i)) and (ii) no Default shall have occurred and be continuing or exist after giving effect thereto, the amount of the Cumulative Credit at such time; provided that no Restricted Payment may be made in reliance on this clause (f) at any time that a Live Nation Default shall have occurred and is continuing;

(g)           the Borrower may make payments or prepayments of principal on, or redemptions, repurchases or acquisitions for value of, its Indebtedness (other than Subordinated Indebtedness) that is not secured by a Lienconstituting Restricted Payments (x) in an aggregate principal amount for all such payments, prepayments, redemptions, repurchases and acquisitions not to exceed $100.050.0 million (measured by the fair market value of the consideration given by the Borrower in connection with such prepayments, redemptions, repurchases or acquisitions), plus, so long as, immediately after giving effect to such payment, prepayment, redemption, repurchase or acquisition, no Event of Default has occurred and is continuing and the Consolidated Total Leverage Ratio would not be in excess of 3.00 to 1.00, an additional $50.0 million or (y) at any time following the date that no Term A Loans, Term B Loans or Incremental Term Loans are outstanding; provided that no Restricted Payment may be made in reliance on this clause (g) at any that a Live Nation Default shall have occurred and is continuing;

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(h)           to the extent not used as part of or increasing the Cumulative Credit, the Borrower may purchase, redeem or otherwise acquire shares of its common Capital Stock with the proceeds received from the substantially concurrent issue of new shares of its common Capital Stock;

(i)            the members of the Consolidated Group may prepay or repay intercompany Indebtedness otherwise permitted hereunder owed to other members of the Consolidated Group; and

(j)            repurchases of Capital Stock deemed to occur upon the “cashless exercise” of stock options or warrants or upon the vesting of restricted stock units if such Capital Stock represents the exercise price of such options or warrants or represents withholding taxes due upon such exercise or vesting shall be permitted;

(k)           (i) the redemption of all outstanding shares of Series A Convertible Preferred Stock of the Borrower, par value $0.01 per share (“Series A Preferred”) and all accrued paid in kind dividends thereon in exchange for the Azoff Promissory Note in accordance with the Live Nation Merger Agreement (it being understood that notwithstanding that such redemption may occur prior to the Amendment No. 1 Effective Date, upon the Amendment No. 1 Effective Date such redemption shall be deemed to have been permitted under this Section 8.06(k) and shall not utilize Section 8.06(f)), and (ii) the repayment of the Azoff Promissory Note (x) in 46 (forty-six) equal monthly installments commencing January 1, 2010, it being understood that Borrower may, in its sole discretion, pay any particular monthly installment later than, but not earlier than, the regularly scheduled repayment date or (y) upon the death or Disability of Irving Azoff or upon the termination of Irving Azoff’s employment with Live Nation by Irving Azoff for Good Reason or upon the termination by Live Nation of Irving Azoff’s employment without Cause (with Disability, Cause and Good Reason having substantially equivalent meanings as set forth in Irving Azoff’s employment agreement with Borrower, dated October 22, 2008, taking into account the fact that Live Nation is Irving Azoff’s employer and without regard to any termination of Irving Azoff’s employment with Front Line Management Group, Inc.), shall, in the case of the foregoing subclauses (i) and (ii), be permitted; and

(l)            (i) Restricted Payments in respect of audit fees and any overhead, legal, accounting and other professional fees relating to the obligation of any direct or indirect parent of the Borrower to file reports with the SEC and franchise taxes or similar taxes and fees and expenses in connection with the maintenance of existence of any direct or indirect parent of the Borrower and any such parent’s direct or indirect ownership of the Borrower, in each case to the extent that such fees are directly allocable to the Borrower and its Subsidiaries or the board of directors of the Borrower has determined that the amount of such expenses paid from Restricted Payments by the Borrower and its Subsidiaries, on the one hand and the members of the Live Nation Group, on the other hand, is based on an allocation of such expenses that is fair to the Borrower and its Subsidiaries and (ii) Permitted Tax Distributions shall be permitted.

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8.07Change in Nature of Business.

Engage in any material line of business other than a Permitted Business.

8.08Change in Accounting Practices or Fiscal Year.

Change its (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year of the Borrower or any Subsidiary, in each case without prior written notice to the Administrative Agent and the Lenders.

8.09Transactions with Affiliates.

Enter into any transaction of any kind with any Affiliate of the Borrower (other than between or among (x) Borrower and/or one or more Guarantors or (y) one or more Subsidiaries of the Borrower that are not Guarantors), whether or not in the ordinary course of business, other than (i) on fair and reasonable terms substantially as favorable in all material respects to the Borrower or the applicable Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (ii) Restricted Payments permitted by Section 8.06 (other than Section 8.06(c)), (iii) Investments permitted by Section 8.02 (c), (f), (g) or (w) or, to the extent that such transaction is with a Person that becomes an Affiliate of the Borrower or a Subsidiary solely as a result of such transaction, any transaction pursuant to Section 8.02(i) or (k) and (iv) transactions contemplated by Section 8.12 shall be permitted 8.12.

8.10Financial Covenants.

(a)           Consolidated Total Leverage Ratio.  Permit the Consolidated Total Leverage Ratio as of the last day of any fiscal quarter ending on or after September 30, 2008 to be greater than 3.5 to 1.0.

(b)           Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter ending on or after September 30, 2008 to be less than 3.0 to 1.0.

8.11Limitation on Subsidiary Distributions.

Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary or (c) transfer any of its properties to the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Law; (ii) this Credit Agreement and the other Credit Documents; (iii) the Senior Notes; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any holder of a Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any

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property permitted under Section 8.05 pending the consummation of such sale (provided that such encumbrances or restrictions are customary for such agreements); (viii) without affecting the Credit Parties’ obligations under Sections 7.12, 7.13 or 7.14, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity; (xii) contractual encumbrances or restrictionscontracts or agreements in effect on the Closing Date underrelating to Indebtedness existing on the Closing Date and set forth on Schedule 8.03, (xiii) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 8.03(f) to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Senior Notes as in effect on the Closing Date; (xiii) customary net worth provisions contained in real property leases entered into by the Borrower or any Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; (xiv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (xv) restrictions in agreementsany agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Borrower that is not a Guarantor; (xvi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (xvii) any encumbrances or restrictions imposed by any refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to above; provided that such refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

8.12Spin-Off.

Notwithstanding anything to the contrary provided herein or any Credit Document, nothing in this Credit Agreement shall prohibit the Spin-Off and any transaction undertaken in connection therewith (including the conversion of the Borrower or any of its Subsidiaries to a limited liability company in the country of its organization, Restricted Payments or intercompany transfers of cash, Subsidiaries or other assets among the Borrower and its Subsidiaries and to IAC or any of its Subsidiaries, purchases of assets from IAC or any of its Subsidiaries, and payments of intercompany payables among the Borrower and its Subsidiaries or to IAC or any of its Subsidiaries (including “true-up” payments to IAC or any of its Subsidiaries subsequent to completion of the Spin-Off), whether in the ordinary course of business or in preparation for the Spin-Off or otherwise in connection therewith), in each case to the extent contemplated by the Separation Agreement.  For the avoidance of doubt, but not in derogation of the requirements of

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the previous sentence, any Restricted Payments made or transactions with any Affiliate of the Borrower entered into in the ordinary course of business consistent with past practice between the Closing Date and the Spin-Off Date shall not be prohibited by the terms of this Credit Agreement.

8.13Transfers/Investments with Respect to Certain Subsidiaries.

Make or permit any Disposition of Property to, or any Investment in, any Guarantor (other than de minimis Property or Investments) in respect of which no opinion referred to in Section 5.02(e) has been delivered to the Administrative Agent, unless and until an opinion with respect to such Guarantor has been so delivered (it being understood that the only Guarantors in respect of which no such opinion may be delivered on the Funding Date shall be Guarantors that meet the requirements of the definition of Immaterial Subsidiary without giving effect to the proviso to such definition).

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01Events of Default.

Any of the following shall constitute an Event of Default:

(a)           Non-Payment.  The Borrower or any other Credit Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any amount of principal of any L/C Obligation, or (ii) within three (3) Business Days after the same becomes due or required to be paid herein, any interest on any Loan or any regularly accruing fee due hereunder or any other amount payable hereunder or under any other Credit Document; or

(b)           Specific Covenants.  The Borrower or any other Credit Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.03(a), 7.11 or Article VIII or, with respect to the existence of the Borrower only, Section 7.04; or

(c)           Other Defaults.  The Borrower or any other Credit Party fails to perform or observe any other covenant or agreement (not specified in subsections (a) or (b) above) contained in any Credit Document on its part to be performed or observed and such failure continues for thirty (30) calendar days after written notice to the defaulting party or the Borrower by the Administrative Agent or the Required Lenders; or

(d)           Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Credit Party herein, in any other Credit Document, or in any document delivered in connection herewith or therewith shall be false in any material respect when made or deemed made; or

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(e)           Cross-Default.  (i) Any member of the Consolidated Group (A) fails (beyond the period of grace (if any) provided in the instrument or agreement pursuant to which such Indebtedness was created) to make any payment when due (whether by scheduled maturity, interest, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Support Obligations (other than Indebtedness hereunder or Indebtedness under Swap Contracts) having a principal amount (with principal amount for the purposes of this clause (e) including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), when taken together with the principal amount of all other Indebtedness and Support Obligations as to which any such failure has occurred, exceeding $20.0 million or (B) fails to observe or perform any other agreement or condition relating to any Indebtedness or Support Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Support Obligations to become payable or cash collateral in respect thereof to be demanded, which has an unpaid principal amount, when taken together with the unpaid principal amounts of all other Indebtedness and Support Obligations as to which any such failure or event has occurred, exceeding $20.0 million; or (ii) there occurs under any Swap Contract an “early termination date” (or term of similar import) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the “defaulting party” (or term of similar import) or (B) any “termination event” (or term of similar import) under such Swap Contract as to which the Borrower or any Subsidiary is an “affected party” (or term of similar import) and, when taken together with all other Swap Contracts as to which events of default or events referred to in the immediately preceding clauses (A) or (B) are applicable, the Swap Termination Value owed by the Borrower and its Subsidiaries exceeds $20.0 million; or

(f)            Insolvency Proceedings, Etc.  The Borrower, any Guarantor or any Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

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(g)           Change of Control.  There shall have occurred a Change of Control of the Borrower; or

(h)           Inability to Pay Debts; Attachment.  The Borrower, any Guarantor or any Significant Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(i)            Judgments.  There is entered against any member of the Consolidated Group one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $20.0 million (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage or otherwise discharged), and there is a period of 30 consecutive days during which a stay of enforcement of such judgments, by reason of a pending appeal or otherwise, is not in effect; or

(j)            ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or would reasonably be expected to result in liability of a Credit Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $20.0 million, or (ii) a Credit Party fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $20.0 million; or

(k)           Invalidity of Credit Documents.  Any Credit Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit Party contests in any manner the validity or enforceability of any Credit Document; or any Credit Party denies that it has any or further liability or obligation under any Credit Document, or purports to revoke, terminate or rescind any Credit Document; or

(l)            Collateral Documents.  Any Collateral Document after delivery thereof pursuant to Section 5.02, 7.13 or 7.14 shall for any reason cease to create a valid and perfected first priority Lien to the extent required by the Collateral Documents (subject to Liens permitted by Section 8.01) on Collateral that is (i) purported to be covered thereby and (ii) comprises Property which, when taken together with all Property as to which such a Lien has so ceased to be effective, has a fair market value in excess of $7.5 million (other than by reason of (x) the express release thereof pursuant to Section 10.10, (y) the failure of the Collateral Agent to retain possession of Collateral physically delivered to it or (z) the failure of the Collateral Agent to timely file Uniform Commercial Code continuation statements).

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9.02Remedies upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)           declare the Commitments of the Lenders and the obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated;

(b)           declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)           require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)           exercise on behalf of itself and the Lenders all rights and remedies available to it or to the Lenders under the Credit Documents or applicable Law;

provided, however, that upon the occurrence of an Event of Default under Section 9.01(f) or (h), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

9.03Application of Funds.

After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including all reasonable fees, expenses and disbursements of any law firm or other counsel and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, Facility Fees, Commitment Fees and Letter of Credit Fees) payable to the Lenders (including all reasonable fees, expenses and disbursements of any law firm or other counsel and amounts payable under

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Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees and Facility Fees, Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders, the Swingline Lender and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder, (c) payments of amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE X

AGENTS

10.01Appointment and Authorization of Administrative Agent and Collateral Agent.

(a)           Each of the Lenders and the L/C Issuer hereby irrevocably appoints JPMCB to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and authorizes each of the Administrative Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions.

(b)           Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly

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delegated to it by the terms of this Credit Agreement or any Collateral Document, together with such powers as are reasonably incidental thereto.  In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto.  Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the Collateral Documents with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.  The Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent.

(c)           The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent and Collateral Agent in this Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Collateral Agent” as used in this Article X included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

10.02Rights as a Lender.

Each Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as such Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with

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the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

10.03Exculpatory Provisions.

The Agents shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents.  Without limiting the generality of the foregoing, the Agents:

(a)           shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)           shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Agents are required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable law; and

(c)           shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or Collateral Agent or any of its or their Affiliates in any capacity.

Neither the Administrative Agent nor the Collateral Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent and the Collateral Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to such Agent by the Borrower, a Lender or the L/C Issuer.

No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Credit Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Credit Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent.

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10.04Reliance by Administrative Agent and Collateral Agent.

The Administrative Agent and Collateral Agent shall each be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  Each of the Administrative Agent and Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, each of the Administrative Agent and the Collateral Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless such Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  Each of the Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts.

10.05Delegation of Duties.

The Administrative Agent and the Collateral Agent may perform any and all of their duties and exercise their rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent or Collateral Agent, as the case may be.  The Administrative Agent, Collateral Agent and any such sub-agent may perform any and all of their duties and exercise their rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent, the Collateral Agent, and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent, as the case may be.

10.06Resignation of the Administrative Agent or the Collateral Agent.

Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (provided, no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer, with the consent of the Borrower (provided, no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Administrative Agent or Collateral Agent, as the case may be, meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent, as the case may be,

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shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent, as the case may be, on behalf of the Lenders or the L/C Issuer under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Collateral Agent, as the case may be, is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent, as the case may be, shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent or Collateral Agent, as the case may be, as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent, as the case may be, and the retiring Administrative Agent or Collateral Agent, as the case may be, shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent, as the case may be.

Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender.  Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swingline Lender, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

10.07Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders.

Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent, Collateral Agent, or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement.  Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit

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Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

10.08No Other Duties.

Anything herein to the contrary notwithstanding, none of the “Syndication Agent,” “Co-Documentation Agents,” “Co-Lead Arrangers” and “Co-Book Managers” listed on the cover page hereof shall have any powers, duties or responsibilities under this Credit Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender or the L/C Issuer hereunder.

10.09Administrative Agent or Collateral Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Administrative Agent or Collateral Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations (other than obligations under Swap Contracts or Treasury Management Agreements to which the Administrative Agent or the Collateral Agent is not a party) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer, the Collateral Agent and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and

(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent or the Collateral Agent, as the case may be, and, in the event that such Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent or the Collateral Agent, as the case may be, any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent or the Collateral Agent, as the case may be, and its agents and counsel, and any other amounts due to such Agent under Sections 2.09 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of

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any Lender or to authorize the Administrative Agent or Collateral Agent to vote in respect of the claim of any Lender in any such proceeding.

10.10Collateral and Guaranty Matters.

The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion:

(a)           to release any Guarantor from its obligations under the Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if the conditions set forth in clause (b)(i) below are satisfied;

(b)           to release any Lien on any property granted to or held by the Collateral Agent under any Credit Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations not then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (or if any Letters of Credit shall remain outstanding, upon (x) the cash collateralization of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuer of a backstop letter of credit on terms satisfactory to the Administrative Agent and L/C Issuer), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Credit Document (other than any such sale to another Credit Party), or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and

(c)           to subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 8.01(i).

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the authority of the Collateral Agent to release or subordinate its interest in particular property and of the Administrative Agent to release any Guarantor from its obligations hereunder pursuant to this Section 10.10 in connection with a transaction permitted hereunder.

10.11Withholding Tax.

To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender any applicable Tax.  If the IRS or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any interest, additions to tax or penalties thereto, together with all expenses incurred, including legal expenses and any

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other out-of-pocket expenses, whether or not such tax was correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  For the avoidance of doubt, this Section shall not limit or expand any Tax indemnification obligation of any Credit Party under this Credit Agreement.

10.12Treasury Management Agreements and Swap Contracts.

Except as otherwise expressly set forth herein or in any Collateral Document, no Treasury Management Bank or Hedge Bank that obtains the guarantees hereunder or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Credit Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Credit Documents.  Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury Management Agreements and Swap Contracts unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Hedge Bank, as the case may be.

ARTICLE XI

MISCELLANEOUS

11.01Amendments, Etc.

No amendment or waiver of, or any consent to deviation from, any provision of this Credit Agreement or any other Credit Document shall be effective unless in writing and signed by the Borrower or the applicable Credit Party, as the case may be, and the Required Lenders and the Administrative Agent (at the direction of the Required Lenders), and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given; provided, however, that:

(a)without the consent of each Lender, no such amendment, waiver or consent shall:

(i)            amend or waive any condition precedent to the initial Credit Extension set forth in Section 5.02 or (solely with respect to the initial Credit Extension) any condition precedent set forth in Section 5.03,

(ii)           change any provision of this Credit Agreement regarding pro rata sharing or pro rata funding with respect to (A) the making of advances (including participations), (B) the manner of application of payments or prepayments of principal, interest, or fees, (C) the manner of application of reimbursement obligations from drawings under Letters of Credit, or (D) the manner of reduction of commitments and committed amounts,

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(iii)          change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder,

(iv)          release all or substantially all of the Collateral (other than as provided herein as of the Closing Date or as appropriate in connection with transactions permitted hereunder as of the Closing Date), or

(v)           release all or substantially all of the value of the guarantees provided by the Guarantors (other than as provided herein as of the Closing Date or as appropriate in connection with transactions permitted hereunder as of the Closing Date) or, if any Foreign Subsidiary shall have been added as an additional borrower under the Approved Currency Revolving Facility pursuant to Section 1.08, release the Borrower from its guarantee of the obligations in respect of any borrowings by such Foreign Subsidiary;

(b)without the consent of each Lender adversely affected thereby, no such amendment, waiver or consent shall:

(i)            extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02), it being understood that the amendment or waiver of an Event of Default or a mandatory reduction or a mandatory prepayment in Commitments shall not be considered an increase in Commitments,

(ii)           waive non-payment or postpone any date fixed by this Credit Agreement or any other Credit Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Credit Document or change the scheduled final maturity of any Loan,

(iii)          reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Credit Document; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder, or

(iv)          except as otherwise expressly permitted in the Credit Documents as in effect on the Closing Date, expressly subordinate any of the Obligations in right of payment to any other obligations or subordinate all or substantially all of the Liens securing the Obligations to Liens securing any other Indebtedness;

(c)unless signed by the Required Term A Lenders, no such amendment, waiver or consent shall:

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(i)            amend or waive the manner of application of any mandatory prepayment to the Term A Loans under Section 2.06(c), or

(ii)           amend or waive the provisions of this Section 11.01(c) or the definition of “Required Term A Lenders”;

(d)unless signed by the Required Term B Lenders, no such amendment, waiver or consent shall:

(A)          amend or waive the manner of application of any mandatory prepayment to the Term B Loans under Section 2.06(c), or

(B)          amend or waive the provisions of this Section 11.01(c) or the definition of “Required Term B Lenders”;

(e)any such amendment, waiver or consent to any provision that relates to the Term A Loan Commitments and/or Term A Loans, the Term B Loan Commitments and/or Term B Loans or the Revolving Commitments and/or Revolving Loans but does not apply (or applies differently) to the other Commitments and/or Loans, shall also require the consent of the Required Term A Lenders, Required Term B Lenders or Required Revolving Lenders, respectively;

(f)any such amendment, waiver or consent to any provision that relates to the Dollar Revolving Commitments or Dollar Revolving Loans, on the one hand, but not the Approved Currency Revolving Commitments or Approved Currency Revolving Loans, on the other hand, or relates to the Approved Currency Revolving Commitments or Approved Currency Revolving Loans, on the one hand, but not the Dollar Revolving Commitments or Dollar Revolving Loans, on the other hand, or applies differently to the Dollar Revolving Commitments or Dollar Revolving Loans, on the one hand, and to the Approved Currency Revolving Commitments or Approved Currency Revolving Loans, on the other hand, shall also require the consent of the Required Dollar Revolving Lenders or the Required Approved Currency Revolving Lenders, respectively;

(g)unless also signed by the Required Revolving Lenders, no such amendment, waiver or consent shall amend or waive (i) the provisions of this Section 11.01(g), (ii) the definition of “Required Revolving Lenders” or (iii) any condition precedent to any Credit Extension (other than the initial Credit Extension) set forth in Section 5.03;

(h)unless also signed by the Required Dollar Revolving Lenders, no such amendment, waiver or consent shall amend or waive the provisions of this Section 11.01(h) or the definition of “Required Dollar Revolving Lenders”;

(i)unless also signed by the Required Approved Currency Revolving Lenders, no such amendment, waiver or consent shall amend or waive the provisions of this Section 11.01(i) or the definition of “Required Approved Currency Revolving Lenders”;

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(j)unless also consented to in writing by the L/C Issuer, no such amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;

(k)unless also consented to in writing by the Swingline Lender, no such amendment, waiver or consent shall affect the rights or duties of the Swingline Lender under this Credit Agreement;

(l)unless also consented to in writing by the Administrative Agent, no such amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Credit Document; and

(m)unless also consented to in writing by the Collateral Agent, no such amendment, waiver or consent shall affect the rights or duties of the Collateral Agent under this Credit Agreement or any other Credit Document;

provided, however, that notwithstanding anything to the contrary contained herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy or insolvency reorganization plan that affects the Loans, (iii) each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding, (v) Section 11.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by a SPC at the time of such amendment, waiver or other modification, and (vi) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

Notwithstanding anything to the contrary contained in this Section 11.01, (a) if the Administrative Agent and the Borrower shall have jointly identified an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical nature, in each case, in any provision of any Credit Document, then the Administrative Agent and/or the Collateral Agent (acting in their sole discretion) and the Borrower or any other relevant Credit Party shall be permitted to amend such provision or cure any ambiguity, defect or inconsistency and such amendment shall become effective without any further action or consent of any other party to any Credit Document, and (b) the Borrower and the Administrative Agent and/or the Collateral Agent shall have the right to amend any Credit Document without notice to or consent of any other person to the extent described in the last paragraph of each of Sections 2.01(f) and (g) and in Section 1.08 or for the purpose of ensuring the enforceability of any local law pledge agreement entered into with respect to the Capital Stock of any Foreign Subsidiary.

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11.02Notices; Effectiveness; Electronic Communication.

(a)Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or, with confirmation of receipt, electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)            if to the Borrower, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(ii)           if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent (a) to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, if available, return e-mail or other written acknowledgement) and (b) by facsimile shall be deemed received upon the sender’s receipt of a notice of the successful transmission of such facsimile or upon the recipient’s written acknowledgement of receipt of such facsimile, provided, in each case, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing

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clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CREDIT PARTY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE CREDIT PARTY MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent, the Collateral Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, Lender, L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s, the Collateral Agent’s or the Administrative Agent’s transmission of Credit Party Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Credit Party, Lender, L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)Change of Address, Etc.  Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e)Reliance by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Loan Notices for Swingline Loans) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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11.03No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender, L/C Issuer, Swingline Lender, the Collateral Agent or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under the other Credit Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) the L/C Issuer or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Credit Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04Expenses; Indemnity; Damage Waiver.

(a)           Costs and Expenses.  The Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent), in connection with the administration, syndication and closing of the credit facilities provided for herein, the preparation, due diligence, negotiation, execution, delivery and administration of this Credit Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer), and all fees and time charges for attorneys who may be employees of the Administrative Agent, the Collateral

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Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)           Indemnification by the Borrower.  The Borrower shall indemnify the Administrative Agent, the Collateral Agent (and any sub-agents thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including any settlement costs and fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent and the Collateral Agent (and any sub-agents thereof) and their Related Parties only, the administration of this Credit Agreement and the other Credit Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Environmental Liability related to the Borrower or any of its Subsidiaries, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c)           Reimbursement by Lenders.  To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsections (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof) the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent) the L/C Issuer or such Related Party, as the case may be, (but, in each case, without affecting the Borrower’s obligations with respect thereto) such Lender’s Aggregate Commitment Percentage or, in the case of L/C Obligations, Dollar Revolving Commitment Percentage (as of the time that the applicable unreimbursed expense or indemnity payment is

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sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d).

(d)           Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

(e)           Payments.  All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.

(f)            Survival.  The agreements in this Section shall survive the resignation of the Administrative Agent, the Collateral Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the Collateral Agent, the L/C Issuer or any Lender, or the Administrative Agent, the Collateral Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Collateral Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and L/C Issuer severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, on demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent or the Collateral Agent, as the case may be, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Credit Agreement.

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11.06Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (other than in connection with a transaction permitted by Section 8.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one (1) or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that

(i)            except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than (A) in the case of Revolving Commitments and Revolving Loans, $5.0 million, and (B) in the case each of the Term Loans, $1.0 million, unless, in each case, each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), it being understood that assignments to a Lender or an Affiliate of a Lender or an Approved Fund shall not be subject to such minimum amounts;

(ii)           each partial assignment shall be made as an assignment of a proportionate part of all the assigning Dollar Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Dollar Revolving Loans and the Dollar Revolving Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swingline Loans;

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(iii)          each partial assignment shall be made as an assignment of a proportionate part of all the assigning Approved Currency Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Approved Currency Revolving Loans and the Approved Currency Revolving Commitment assigned;

(iv)          each partial assignment shall be made as an assignment of a proportionate part of all the assigning Term Loan Lender’s rights and obligations under this Credit Agreement with respect to the Term Loans or Term Loan Commitment assigned

(v)           any assignment of (A) a Dollar Revolving Commitment and Dollar Revolving Loans must be approved by the Administrative Agent, the L/C Issuer and the Swingline Lender and, so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that the Borrower’s approval shall not be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund; (B) an Approved Currency Revolving Commitment and Approved Currency Revolving Loans must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that the Borrower’s approval shall not be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund and (C) the Term Loans must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that no approval shall be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund; and

(vi)          the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall (A) deliver to the Administrative Agent an Administrative Questionnaire and (B) deliver to the Borrower and the Administrative Agent the forms required to be delivered pursuant to Section 3.01(e).

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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(c)           Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations and the interest thereon owing and paid to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by each of the Borrower and the L/C Issuer at any reasonable time and from time to time upon reasonable prior notice.  In addition, at any time that a request for a consent for a material or substantive change to the Credit Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register.

Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, the Eligible Assignee’s completed Administrative Questionnaire (unless the Eligible Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the Eligible Assignee shall have failed to make any payment required to be made by it pursuant to Section 2.02(b), 2.03(c), 2.04(b), 2.11(b) or 11.04(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon.  No assignment shall be effective for purposes of this Credit Agreement unless it has been recorded in the Register as provided in this paragraph.

(d)           Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement.  Each Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register for the recordation of the names and addresses of such Participants and the rights, interests or obligations of such Participants in any Obligation, in any Commitment and in any right to receive any principal, interest and other payments thereunder (the “Participant Register”).  The entries in the Participant Register shall be conclusive absent manifest error and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary.

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a)(iv) or (v) or, to the extent the Participant is affected thereby, Section 11.01(b)(i), (ii) or (iii).  Subject to subsection (e) of this Section, each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

(e)           Limitation upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, not to be unreasonably withheld or delayed (it being agreed, without limitation, that it will be reasonable for the Borrower to withhold consent if giving consent would result in increased indemnification obligations at the time the participation takes effect or would be reasonably certain to result in increased indemnification obligations thereafter as a result of a Change in Law announced prior to the time the participation takes effect), provided that the Participant agrees to be subject to the provisions of Sections 3.06(a) and 11.13(a) as if it were a Lender.  For the avoidance of doubt, a Participant entitled to benefits under Section 3.01, 3.04 or 3.05 shall be subject to all of the limitations and requirements of such Sections as if it were a Lender (including, in the case of Section 3.01, all of the limitations in the definition of Excluded Taxes).

(f)            Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)           Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h)           Special Purpose Funding Vehicles.  Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any

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

(i)            Resignation as L/C Issuer or Swingline Lender After Assignment.  Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or Swingline Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or Swingline Lender may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender.  In the event of any such resignation as L/C Issuer or Swingline Lender, the

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Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer or Swingline Lender as L/C Issuer or Swingline Lender, as the case may be.  If any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  If any Swingline Lender resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(b).  Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

11.07Treatment of Certain Information; Confidentiality.

Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement, (ii) any actual or prospective counterparty (or advisors) to any swap, derivative transaction relating to the Borrower and its obligations, (g) subject to each such Person being informed of the confidential nature of the Information and to their agreement to keep such Information confidential, to (i) an investor or prospective investor in securities issued by an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (ii)  a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in securities issued by an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iii)  a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in respect of securities issued by an Approved Fund, (h) with the consent of the Borrower or (i) to the extent such Information (x) 

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becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary.  In the case of Information received from the Borrower or any Subsidiary after the date hereof, such Information is clearly identified at the time of delivery.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including federal and state securities Laws.

11.08Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Credit Party now or hereafter existing under this Credit Agreement or any other Credit Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Credit Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.09Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative

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Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10Counterparts; Integration; Effectiveness.

This Credit Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Credit Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, other than the conditions precedent set forth in the Commitment Letter.  Except as provided in Section 5.01, this Credit Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Credit Agreement by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Credit Agreement.

11.11Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12Severability.

If any provision of this Credit Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Credit Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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11.13Replacement of Lenders.

(a)If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Credit Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i)            the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);

(ii)           such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)          in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)          such assignment does not conflict with applicable Laws; and

(v)           such assignment is recorded in the Register.

A Lender that has assigned its interests, rights and obligations under this Credit Agreement and the related Credit Documents pursuant to this Section 11.13(a) shall continue to be entitled to the benefits of Sections 3.01, 3.04 and 3.06 with respect to the periods during which such Person was a Lender.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(b)If, in connection with any proposed amendment, change, waiver, discharge or termination of any of the provisions of this Credit Agreement or any other Credit Document as contemplated by Section 11.01, the consent of the Required Lenders (or Required Approved Currency Revolving Lenders, Required Dollar Revolving Lenders, Required Term A Lenders or Required Term B Lenders, as the case may be) is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this clause (b) being referred to as a “Non-Consenting Lender”), then, at

148

the Borrower’s request, any Eligible Assignee reasonably acceptable to the Administrative Agent shall have the right to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to such Eligible Assignee, all of the Commitments and Loans of such Non-Consenting Lender for an amount equal to the principal balance of all Loans and L/C Advances held by the Non-Consenting Lender and all accrued and unpaid interest and fees with respect thereto and all other amounts payable to it hereunder through the date of sale and payment by the Borrower to the Administrative Agent of the assignment fee under Section 11.06(b); provided, however, that such purchase and sale shall not be effective until (x) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Borrower whereby such Eligible Assignee shall agree to be bound by the terms hereof and (y) such Non-Consenting Lender shall have received payments of all Loans held by it and all accrued and unpaid interest and fees with respect thereto and all other amounts payable to it hereunder through the date of the sale.  Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such Assignment and Assumption; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid.

11.14Governing Law; Jurisdiction; Etc.

(a)           GOVERNING LAW.  THIS CREDIT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)           SUBMISSION TO JURISDICTION.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF SUCH STATE AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS CREDIT AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT

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DOCUMENT AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)           WAIVER OF VENUE.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)           SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.  NOTHING IN THIS CREDIT AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16USA PATRIOT Act Notice.

Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.

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11.17Designation as Senior Debt.

All Obligations shall be “Designated Senior Indebtedness” (or such similar defined term) for purposes of all documentation governing Subordinated Debt.

11.18No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Agents and the Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agents and the other Lead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) each Agent and Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Agent or Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Agents and the Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Agent or any Lead Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates.  To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against any Agent or Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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SCHEDULE 1.01A

Existing Letters of Credit(1)

L/C #	Applicant	Beneficiary	Issuer	L/C Amount		Effective Date	Expiration Date
SC101188U	Ticketmaster	City of Orlando	Wachovia Bank, N.A.	$	50,000.00	11/10/2006	11/10/2009
SC101818U	Paciolan, Inc.	Irvine Company	Wachovia Bank, N.A.	$	500,000.00	3/10/2008	5/31/2009
SM231626	Broadway China Ventures, LLC	Elaborate LP	Wachovia Bank, N.A.	$	20,250.00	6/11/2008	12/16/2008
SM231629	Broadway China Ventures, LLC	Elaborate LP	Wachovia Bank, N.A.	$	502,200.00	6/11/2008	11/26/2008
CTCS-321783	TicketsNow. com, Inc.	Atrium Corporate Centre, LLC	JPMorgan Chase Bank, N.A.	$	400,000.00	4/10/2007	3/31/2013
TOTAL				$	1,472,450.00

(1) This list is as of the close of business July 23, 2008.  Existing Letters of Credit shall also include any other letters of credit issued for the benefit of any Credit Party by either L/C Issuer from and after the Closing Date until the Funding Date.

1

SCHEDULE 1.01B(2)

Funding Date Guarantors

Echomusic, LLC

EventInventory.com, Inc.

FLMG Holdings Corp.

IAC Partner Marketing, Inc.

Microflex 2001 LLC

NetTickets.com, Inc.

OpenSeats, Inc.

Paciolan, Inc.

Premium Inventory, Inc.

Show Me Tickets, LLC

The V.I.P. Tour Company

Ticketmaster Advance Tickets, L.L.C.

Ticketmaster California Gift Certificates L.L.C.

Ticketmaster China Ventures, L.L.C.

Ticketmaster EDCS LLC

Ticketmaster Florida Gift Certificates L.L.C.

Ticketmaster Georgia Gift Certificates L.L.C.

Ticketmaster Indiana Holdings Corp.

Ticketmaster L.L.C.

Ticketmaster Multimedia Holdings LLC

Ticketmaster New Ventures Holdings, Inc.

(2) Because of the possibility that certain of these Subsidiaries may be eliminated in connection with the Transactions or certain additional Subsidiaries that will be Guarantors may be formed, this schedule is subject to change prior to the Funding Date in a manner reasonably satisfactory to the Administrative Agent, consistent with Section 6.12 of the Credit Agreement, and provided that such changes are not adverse to the Lenders in any material respect.

2

Ticketmaster West Virginia Gift Certificates L.L.C.

Ticketmaster-Indiana, L.L.C.

TicketsNow.com, Inc.

TicketWeb Inc.

TM Vista Inc.

TNOW Entertainment Group, Inc.

3

SCHEDULE 2.01

Lenders and Commitments

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

4

Approved Currency Revolving Lenders	Approved Currency Committed Amount		Approved Currency Revolving Commitment Percentage
JP Morgan Chase Bank, N.A.	$	12,619,047.62	12.619047620	%
Merrill Lynch Bank USA	$	12,619,047.62	12.619047620	%
Bank of America, N.A.	$	8,952,380.95	8.952380950	%
Barclays Bank PLC	$	8,952,380.95	8.952380950	%
Morgan Stanley Bank	$	8,952,380.95	8.952380950	%
Wachovia Bank, National Association	$	8,952,380.95	8.952380950	%
Royal Bank of Scotland plc	$	8,952,380.95	8.952380950	%
HSBC Bank USA, N.A.	$	6,000,000.00	6.000000000	%
Sumitomo Mitsui Banking Corporation	$	6,000,000.00	6.000000000	%
The Bank of Nova Scotia	$	6,000,000.00	6.000000000	%
Union Bank of California, N.A.	$	6,000,000.00	6.000000000	%
DZ Bank AG	$	3,333,333.33	3.333333330	%
State Bank of India	$	2,666,666.67	2.666666670	%
Total	$	100,000,000.00	100.00	%

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

5

SCHEDULE 2.09(c)

Funding Fees

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

6

SCHEDULE 3.08

Mandatory Cost Rate

1.The Mandatory Cost (to the extent applicable) is an addition to the interest rate to compensate Lenders for the cost of compliance with:

(a)the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions);

(b)the requirements of the European Central Bank.

2.On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below.  The “Mandatory Cost” will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum rounded upwards, if necessary, to four decimal places.

3.The Additional Cost Rate for any Lender lending from a lending office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent.  This percentage will be certified by such Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of such Lender’s participation in all Loans made from such lending office) of complying with the minimum reserve requirements of the European Central Bank in respect of Loans made from that lending office.

4.The Additional Cost Rate for any Lender lending from a lending office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a)in relation to any Loan in Sterling:

AB+C(B-D)+E x 0.01	per cent per annum
100 - (A+C)

(b)in relation to any Loan in any currency other than Sterling:

E x 0.01	per cent per annum
300

Where:

“A”is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

7

“B”is the percentage rate of interest (excluding the Applicable Rate, the Mandatory Cost and, if the Loan is overdue, the additional rate of interest specified in Section 2.08(b)) payable for the relevant Interest Period of such Loan.

“C”is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

“D”is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.

“E”is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Lenders to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5.For the purposes of this Schedule:

(a)“Eligible Liabilities” has the meanings given to it from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)“Fees Rules” means the rules on periodic fees contained in the Supervision Manual of the Financial Services Authority or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c)“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(d)“Financial Services Authority” means the body corporate known by that name that has the functions conferred on it by or under the Financial Services and Markets Act 2000 or any successor entity;

(e)“Special Deposits” has the meaning given to it from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England; and

(f)“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6.In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5% will be included in the formula as 5 and not as 0.05).  A negative result obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to four decimal places.

8

7.If requested by the Administrative Agent, each Lender with a lending office in the United Kingdom or a Participating Member State shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by such Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by such Lender as being the average of the Fee Tariffs applicable to such Lender for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of such Lender.

8.Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:

(a)the jurisdiction of the lending office out of which it is making available its participation in the relevant Loan; and

(b)any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent in writing of any change to the information provided by it pursuant to this paragraph.

9.The percentages of each Lender for the purpose of A and C above and the rates of charge of each Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a lending office in the same jurisdiction as its lending office.

10.The Administrative Agent shall have no liability to any Person if such determination results in an Additional Cost Rate which over- or under-compensates any Lender and shall be entitled to assume that the information provided by any Lender pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11.The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender pursuant to paragraphs 3, 7 and 8 above.

12.Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties to the Credit Agreement.

9

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

10

SCHEDULE 5.01(c)(ii)

Scheduled Matters

Termination of the Live Nation relationship (including the relationship with Live Nation’s subsidiary, House of Blues).

11

SCHEDULE 6.12(3)

Subsidiaries

Name	Jurisdiction of Organization	Classes of Capital Stock	Ownership and Percentage Owned	Buy-Sell, Voting Trust or Other Agreements
Domestic Subsidiaries*
Echomusic, LLC	Delaware	Class A, Class B and Class C Units	IAC Partner Marketing, Inc. holds 65.2933% of the Class A and Class combined and 100% of the Class C. Class C has a liquidation preference of total amount invested ($2.45 million) plus 15 % annual compounded interest and reduces aggregate value of Class A and Class B by this amount for purposes of determining value at which Class B Member has a right to buy out Class A interests. The other Class A interests are held by Echomusic management.	Amended and Restated Operating Agreement
EventInventory.com, Inc.	Illinois	Common stock	100% owned by The V.I.P. Tour Company	None
FLMG Holdings Corp.	Delaware	Common stock	100% owned by Ticketmaster	None
IAC Partner Marketing, Inc.	Delaware	Common stock	100% owned by Ticketmaster	None
Microflex 2001 LLC	Delaware	N/A	100% owned by Ticketmaster L.L.C.	None

(3) Because of the possibility that certain of these Subsidiaries may be eliminated in connection with the Transactions or certain additional Subsidiaries that will be Guarantors may be formed, this schedule is subject to change prior to the Funding Date in a manner reasonably satisfactory to the Administrative Agent, consistent with Section 6.12 of the Credit Agreement, and provided that such changes are not adverse to the Lenders in any material respect.

12

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

13

Name	Jurisdiction of Organization	Classes of Capital Stock	Ownership and Percentage Owned	Buy-Sell, Voting Trust or Other Agreements
LLC
Ticketmaster New Ventures Holdings, Inc.	Delaware	Common stock	100% owned by Ticketmaster	None
Ticketmaster West Virginia Gift Certificates L.L.C.	West Virginia	N/A	100% owned by Ticketmaster L.L.C.	None
Ticketmaster-Indiana, L.L.C.	Delaware	N/A	100% owned by Ticketmaster	None
TicketsNow.com, Inc.	Illinois	Common stock	100% owned by The V.I.P. Tour Company	None
TicketWeb Inc.	Delaware	Common stock	100% owned by Ticketmaster	None
TM Vista Inc.	Virginia	Common stock	100% owned by Ticketmaster	None
TNOW Entertainment Group, Inc.	Illinois	Common stock	100% owned by The V.I.P. Tour Company	None
Foreign Subsidiaries
4075650 Canada Inc.	Canada Fed.	Common stock	100% owned by Ticketmaster Canada Ltd.	None
Biletix Bilet Basim Dagitim ve TIC AS	Turkey	TRY 1,020,408.16 represented by the same number of shares, each having a nominal value of TRY 1.00	100% owned by Rigol Grupo de Inversiones S.L., except for 1 nominal share owned by each of (i) Terry Barnes, (ii) Sean Moriarty, (iii) Paul LaFontaine, and (iv) Jim Warner.(4)	Rigol Grupo de Inversiones S.L.has an option & usufruct agreement with each individual shareholder. Pursuant to that Rigol has the right to call the shares at any time on nominal value, plus Rigol has all voting, dividend, etc. rights attached to those 4 shares.
Billettsentralen AS	Norway	One class of shares	100% owned by Billettservice AS	None

(4) These 4 individuals are in the process of being replaced by (a) Tick Tack Ticket, S.A., (b) Ticketmaster L.L.C., (c) Ticketmaster New Ventures Holdings, Inc. and (d) Ticketweb Inc.

14

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

15

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

16

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

17

Name	Jurisdiction of Organization	Classes of Capital Stock	Ownership and Percentage Owned	Buy-Sell, Voting Trust or Other Agreements
Co. Ltd.		capital of the Company is USD 4,700,000.	Ventures, L.L.C.
Ticketmaster UK Limited	United Kingdom	One class of shares	50% owned by Ticketmaster New Ventures Holdings, Inc. and 50% owned by TM Number One Limited	None
Ticketron Australia Pty. Ltd.	Australia	1 Ordinary Share	100% owned by Ticketmaster New Ventures Holdings, Inc.	None
Ticketshop (NI) Limited	Northern Ireland	Authorized Share Capital 400,000 ord shares @ 1.00; Allotted, called up and fully paid 400 ord shares @ 1.00	100% owned by The Ticket Shop (Unlimited)	None
Ticketweb UK, Ltd.	United Kingdom	One class of shares	100% owned by TicketWeb Inc.	None
Ticnet AB	Sweden	One class of shares	100% owned by Ticketmaster New Ventures II AB Holdings	None
TM Deutschland GmbH	Germany	One class of shares	90% owned by Ticketmaster New Ventures Holdings, Inc.; 10% owned by DEAG Deutsche Entertainment AG	Partition of share, sale, purchase and transfer of share, Option Agreement and Shareholder Agreement
TM Number One Limited	United Kingdom	One class of shares	100% owned by Ticketmaster New Ventures Holdings, Inc.	None
Worldwide Ticket Systems, Inc.	Washington	Common Stock, Class A Preferred Stock and Class B Preferred Stock. 500 shares of Common Stock are outstanding.	100% owned by Ticketmaster Canada Ltd.	None

* all Domestic Subsidiaries will be parties to the Security Agreement and Pledge Agreement after giving effect to the consummation of the Spin-Off

18

SCHEDULE 7.08

Insurance

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

19

SCHEDULE 8.01

Liens

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

20

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

21

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

22

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

23

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

24

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

25

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

26

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

27

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

28

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

(5) A UCC-3 Amendment has been filed to terminate the UCC financing statement with respect to Adams Street 2007 Direct Fund, L.P.

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Debtor	Place of Filing	Type of filing found	Secured Party	Collateral	Original File Date	Original File Number	Amdt. File Date	Amdt. File Number
TNOW Entertainment Group, Inc.	Illinois Secretary of State	UCC-1	Hewlet-Packard Financial Services Company	Equipment	08/01/2006	11201148	N/A	N/A
TicketsNow.com, Inc.	Illinois Secretary of State	UCC-1	Cisco Systems Capital Corporation	Equipment	08/20/2004	9005552	07/20/2006	8825934
Ticketmaster L.L.C.	Virginia State Corporation Commission	UCC-1	US Bancorp	Equipment	6/26/2008	080626715 32	N/A	N/A
Ticketmaster LLC	Ilinois Secretary of State	UCC-1	Banc of America Leasing & Capital, LLC	Equipment	11/28/2006	11570070	N/A	N/A
Ticketmaster LLC	Ilinois Secretary of State	UCC-1	Banc of America Leasing & Capital, LLC	Equipment	1/10/2007	11705448	N/A	N/A
Ticketmaster LLC	Ilinois Secretary of State	UCC-1	Banc of America Leasing & Capital, LLC	Equipment	02/06/2007	11782825	N/A	N/A
Ticketmaster LLC	Ilinois Secretary of State	UCC-1	Banc of America Leasing & Capital, LLC	Equipment	2/11/2007	11806341	N/A	N/A
Ticketmaster Corporation	Ilinois Secretary of State	UCC-1	US Bancorp	Equipment	10/17/2007	12594747	N/A	N/A

Other liens:

1.Ticketmaster, L.L.C. (Williamsville, NY) — grant in favor of landlord of a security interest in furniture, equipment and other assets in leased premises.

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2.Ticketmaster, L.L.C. (Albuquerque, NM) — grant in favor of landlord of a security interest in furniture, equipment and other assets in leased premises.

3.Liens on the cash proceeds of the Senior Notes in favor of the escrow agent in respect thereof.

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SCHEDULE 8.02

Investments

A. Capital Stock of Another Person:

1.  Equity interests of non-Guarantors identified in Schedule 6.12.

2.  Minority equity interests:

Current Legal Entities Owned	Record Owner	Percent Owned
Evolution Artists, Inc.	Ticketmaster L.L.C.	25	%
H & J Ventures, LLC	Paciolan, Inc.	5	%
Broadway China Ventures, LLC	Ticketmaster New Ventures Holdings, Inc.	14.6	%
Front Line Management Group, Inc.	FLMG Holdings Corp.	39.42	%
Beijing Gehua Ticketmaster Ticketing Co., Ltd.	Ticketmaster New Ventures Holdings, Inc.	40	%
Venta de Boletas Por Compudor a S.A. de C.V.	Ticketmaster New Ventures, Ltd.	33	%

B. Loan, Advance, Capital Contribution or Guaranty (including intercompany debt):

Obligor	Obligee	Initial Principal Amount		Date of Issuance	Balance as of 6/30/2008
Biletix Bilet Basim Dagitim ve TIC AS	Ticketmaster New Ventures Holdings, Inc.	$	4,300,000.00	May 25, 2007	$	4,300,000.00
Biletix Bilet Basim Dagitim ve TIC AS	Ticketmaster New Ventures Holdings, Inc.	$	4,000,000.00	January 2, 2008	$	4,000,000.00
Emma Entertainment Holdings HK Limited	Ticketmaster L.L.C.	$	965,833.16	April 10, 2008	$	965,833.16
Emma Entertainment Holdings HK Limited	Ticketmaster L.L.C.	$	937,500.00	December 17, 2007	$	937,500.00
Paciolan, Inc.	Ticketmaster New Ventures Holdings, Inc.	$	804,288.89	February 8, 2008	$	804,288.89
Emma Entertainment Holdings HK Limited	Ticketmaster New Ventures Holdings, Inc.	$	500,000.00	April 12, 2007	$	500,000.00
Echomusic, LLC	Ticketmaster L.L.C.	$	500,000.00	June 2, 2008	$	500,000.00
Emma Entertainment Holdings HK Limited	Ticketmaster L.L.C.	$	400,000.00	May 8, 2007	$	400,000.00

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

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SCHEDULE 8.03

Indebtedness

1.             Capital Leases (including any and all guaranties given in connection therewith):

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

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Entity	Lessor	Date of Lease	Balance as of 6/30/2008
Paciolan, Inc.	Dell Financial	07/05/07	5,680.02
Paciolan, Inc.	IBM	06/30/07	239,042.74
Paciolan, Inc.	IBM	10/11/07	129,179.15
Paciolan, Inc.	IBM	10/30/07	28,002.71
Paciolan, Inc.	Dell Financial	10/25/07	52,837.87
Paciolan, Inc.	IBM	10/19/07	39,306.95
Paciolan, Inc.	IBM	10/18/07	12,807.45
Paciolan, Inc.	IBM	10/26/07	30,499.32
Paciolan, Inc.	IBM	10/18/07	22,102.38
Paciolan, Inc.	IBM	11/09/07	26,249.74
Paciolan, Inc.	IBM	11/05/07	15,570.34
Paciolan, Inc.	IBM	12/21/07	1,346,763.11
Paciolan, Inc.	Cisco Systems	02/06/08	83,004.77

2.             Intercompany Indebtedness

Obligor	Obligee	Initial Principal Amount			Date of Issuance	Balance as of 6/30/2008
Biletix Bilet Basim Dagitim ve TIC AS	Ticketmaster New Ventures Holdings, Inc.	$	4,300,000.00		May 25, 2007	$	4,300,000.00
Biletix Bilet Basim Dagitim ve TIC AS	Ticketmaster New Ventures Holdings, Inc.	$	4,000,000.00		January 2, 2008	$	4,000,000.00
Emma Entertainment Holdings HK Limited	Ticketmaster L.L.C.	$	965,833.16		April 10, 2008	$	965,833.16
Emma Entertainment Holdings HK Limited	Ticketmaster L.L.C.	$	937,500.00		December 17, 2007	$	937,500.00
Paciolan, Inc.	Ticketmaster New Ventures Holdings, Inc.	$	804,288.89		February 8, 2008	$	804,288.89
Emma Entertainment Holdings HK Limited	Ticketmaster New Ventures Holdings, Inc.	$	500,000.00		April 12, 2007	$	500,000.00
Echomusic, LLC	Ticketmaster L.L.C.	$	500,000.00		June 2, 2008	$	500,000.00
Emma Entertainment Holdings HK Limited	Ticketmaster L.L.C.	$	400,000.00		May 8, 2007	$	400,000.00
Emma Entertainment Holdings HK Limited	Ticketmaster L.L.C.	$	337,500.00		September 14, 2007	$	337,500.00
Ticketmaster Canada Ltd.	Reseau Admission Inc.	C$		13,200,000.00	December 21, 2006	C$		13,200,000.00
Karienhaus Ticketservice GmbH	Ticketmaster UK Ltd	€	1,500,000.00		July 14, 2006	€	4,500,000.00
TM Deutscheland GmbH	Ticketmaster UK Ltd	€	300,000.00		June 12, 2006	€	300,000.00
Rigol Grupo de Inversiones S.L.	The Ticket Shop	€	3,473,779.80		July 24, 2006	€	4,137,735.37
The Ticket Shop	Ticketmaster UK Ltd	€	5,000,000.00		November 4, 2005	€	3,000,000.00
Karienhaus Ticketservice GmbH	Ticket Service Nederland, B.V.	€	1,000,000.00		December 28, 2006	€	1,000,000.00

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

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SCHEDULE 11.02

Notice Information

Ticketmaster

8800 W. Sunset Blvd.

West Hollywood, CA 90069

Attn:     Brian Regan

             Chief Financial Officer

Phone:  310-360-3355

Fax:  310-360-3383

Email:  brian.regan@ticketmaster.com

www.ticketmaster.com

With a copy to:

Ticketmaster

8800 W. Sunset Blvd.

West Hollywood, CA 90069

Attn:     Ed Weiss

General Counsel

Phone:  310-360-2355

Fax:  310-360-3373

Email:  ed.weiss@ticketmaster.com

www.ticketmaster.com

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Address:

JPMorgan Chase Bank, N.A.

270 Park Avenue, 4th Floor

New York, New York 10017

Attention: Mr. Peter Thauer

Telephone No.: (212) 270-6289

Telecopy No.: (212) 270-4585

with copies to:

JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

1111 Fannin, 10th Floor

Houston, Texas 77002-6925

Attention: Talitha Bernard

Telephone No.: (713) 750-6190

Telecopy No.: (713) 750-2878

and, for notices requesting alternate currency denominated in Euro and Sterling:

J.P. Morgan Europe Limited

125 London Wall

London, EC2Y 5AJ, United Kingdom

Attention: Agency - 9th Floor

Telephone No.: 44-207-777-2352

Telecopy No.: 44-207-777-2360

38

EXHIBIT 1.01A

FORM OF
PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of [       ], 2008, is by the Credit Parties, identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and JPMORGAN CHASE BANK, N.A., as Collateral Agent (the “Collateral Agent”).

W I T N E S S E T H

WHEREAS, a credit facility has been established in favor of TICKETMASTER, a Delaware corporation (the “Borrower”), pursuant to the terms of that certain Credit Agreement dated as of July 25, 2008 (as amended, increased, extended, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Guarantors identified therein, the Lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent and Collateral Agent; and

WHEREAS, it is a condition precedent to the obligations of each Lender to make its initial Credit Extensions under the Credit Agreement that the Borrower and the other Pledgors shall have executed and delivered this Pledge Agreement to the Collateral Agent for the benefit of the holders of the Obligations.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, effective upon the earlier of (a) consummation of the Spin-Off and (b) the date that is five (5) Business Days following the date hereof:

1.Definitions and Interpretive Provisions.

(a)Definitions.  Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.  In addition, the following terms, which are defined in the UCC, are used herein as so defined:  Accession, Financial Asset, Proceeds and Security. As used herein:

“Credit Agreement” has the meaning provided in the recitals hereto.

“Pledge Agreement” has the meaning provided in the recitals hereto, as the same may be amended or modified from time to time.

“Pledged Collateral” has the meaning provided in Section 2 hereof.

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“Pledged Shares” has the meaning provided in Section 2 hereof.

“Pledgors” has the meaning provided in the recitals hereto, together with their respective successors and assigns.

“Securities Act” means the Securities Act of 1933, as amended.

“UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the holders’ of the Obligations security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

(b)Interpretive Provisions, etc.  Each of the terms and provisions of Section 1.02 of the Credit Agreement (in each case as the same may be amended or modified as provided therein) are incorporated herein by reference to the same extent and with the same effect as if fully set forth herein.

2.Pledge and Grant of Security Interest.  To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Pledgor hereby grants, pledges and assigns to the Collateral Agent, for the benefit of the holders of the Obligations, a continuing security interest in, and a right to set-off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Pledged Collateral”):

(a)Pledged Shares.  (i) One hundred percent (100%) of the issued and outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock owned by such Pledgor of each First-Tier Foreign Subsidiary set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the “Pledged Shares”), including the following:

(i)all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor,

2

and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Shares; and

(ii)without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

(b)Additional Shares.  Following the date hereof, with respect to the formation, acquisition or other receipt of such interests in any Subsidiary (i) one hundred percent (100%) of the issued and outstanding Capital Stock of each such Domestic Subsidiary and (ii) Capital Stock representing sixty-five percent (65%) (or if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock of each such First-Tier Foreign Subsidiary.

(c)Accessions and Proceeds.  All Accessions and all Proceeds of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the security interests granted under this Pledge Agreement shall not extend to, and the “Pledged Collateral” and the “Pledged Shares” shall not include, (i) Excluded Property and (ii) any Capital Stock of a Foreign Subsidiary (A) that is not Capital Stock of a First-Tier Foreign Subsidiary or (B) that is Capital Stock of a First-Tier Foreign Subsidiary for so long as the granting, pledging or assigning of such Capital Stock is prohibited by applicable law.

Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Collateral Agent as collateral security for the Obligations.  Upon delivery to the Collateral Agent, such additional Capital Stock shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional Capital Stock.

3.Security for Obligations.  The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the Obligations.

4.Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:

(a)Such Pledgor shall deliver to the Collateral Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement to the extent reasonably practical and otherwise within such timeframe following the date hereof as the Administrative Agent shall agree, all certificates representing the Pledged Shares of such Pledgor and (ii) within thirty (30) days (or up to ten (10) (or twenty (20) in the case of a pledge of Capital Stock of a Foreign Subsidiary) days later if the Administrative Agent or

3

Collateral Agent, each in its sole discretion, shall agree thereto in writing) of the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor.  Prior to delivery to the Collateral Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Collateral Agent and the holders of the Obligations pursuant hereto.  All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form reasonably acceptable to the Collateral Agent.

(b)Additional Securities.  If such Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Collateral Agent and the holders of the Obligations, shall, if reasonably possible, segregate it from such Pledgor’s other property and shall deliver it within forty-five (45) days (or such later date as the Administrative Agent, in its sole discretion, shall agree to in writing) of receipt to the Collateral Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, in form reasonably acceptable to the Collateral Agent, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

(c)Financing Statements.  Each Pledgor authorizes the Collateral Agent to prepare and file such UCC or other applicable financing statements as may be reasonably requested by the Collateral Agent in order to perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor.

5.Representations and Warranties.  Each Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Collateral Agent and the holders of the Obligations, that:

(a)Authorization of Pledged Shares.  The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

(b)Title.  Each Pledgor is the legal and beneficial owner of the Pledged Collateral of such Pledgor and will at all times, except as otherwise permitted by the Credit Agreement, be the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens.  There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledged Shares of such Pledgor.

4

(c)Exercising of Rights.  Other than as set forth in the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Credit Documents or securities laws generally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder.

(d)Pledgor’s Authority.  No authorization, approval or action by, and no notice or filing with any Governmental Authority or with the issuer of any Pledged Shares is required either for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement (except as have been already obtained or made).

(e)Security Interest/Priority.  This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the holders of the Obligations, in the Pledged Collateral.  The delivery to the Collateral Agent of certificates evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Agent’s security interest in any certificated Pledged Collateral that constitutes a Security, subject to Permitted Liens.  The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any uncertificated Pledged Collateral that constitutes a Security.  The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a Security.  Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Pledge Agreement.

(f)Partnership and Membership Interests.  As of the date hereof, except as previously disclosed to the Collateral Agent, none of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security or (iv) is held in a securities account.

6.Covenants.  Each Pledgor hereby covenants that such Pledgor shall:

(a)Defense of Title.  Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all

5

Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.

(b)Further Assurances.  Promptly execute and deliver at its expense all further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including any and all action necessary to satisfy the Collateral Agent that the Collateral Agent has obtained a perfected security interest in all Pledged Collateral with the priority required under the Credit Agreement and the other Credit Documents); (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, if requested by the Collateral Agent after the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

(c)Issuance or Acquisition of Capital Stock.  If such Pledgor shall issue or acquire any Capital Stock consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset, in each case, such Pledgor shall notify the Collateral Agent within thirty (30) days (or such later date as the Collateral Agent, in its sole discretion, shall agree to in writing) of such issuance or acquisition and execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, to the Collateral Agent such agreements, documents and instruments as the Collateral Agent may reasonably require to effectuate the purposes of this Pledge Agreement.

7.Advances and Performance by Holders of the Obligations.  After the occurrence and during the continuation of an Event of Default, on failure of any Pledgor to perform any of the covenants and agreements contained herein, the Collateral Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Collateral Agent may reasonably deem advisable in the performance thereof, including the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Collateral Agent may make for the protection of the security hereof or may be compelled to make by operation of law.  All such sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis (subject to Section 26 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the Default Rate for Revolving Loans that are Base Rate Loans.  No such performance of any covenant or agreement by the Collateral Agent on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge Agreement or the other Credit Documents. 

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The Collateral Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

8.Remedies.

(a)General Remedies.  Upon the occurrence of an Event of Default and during the continuation thereof, the Collateral Agent shall have, in addition to the rights and remedies provided herein, in the Credit Documents, or by law (including levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Pledged Collateral.

(b)Sale of Pledged Collateral.  Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section 8 and without notice, the Collateral Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Collateral Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law.  To the extent permitted by law, any holder of the Obligations may in such event, bid for the purchase of such securities.  Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) days before the time of such sale.  The Collateral Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c)Private Sale.  Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Collateral Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof.  Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to

7

delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act.  Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

(d)Retention of Pledged Collateral.  To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Collateral Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Obligations.  Unless and until the Collateral Agent shall have provided such notices, however, the Collateral Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Obligations for any reason.

(e)Deficiency.  In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent or the holders of the Obligations are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency (subject to Section 26 hereof), together with interest thereon at the Default Rate for Revolving Loans that are Base Rate Loans, together with reasonable costs of collection and reasonable attorneys’ fees and disbursements.  Any surplus remaining after the full payment and satisfaction of the Obligations shall be returned to the Pledgors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

9.Rights of the Collateral Agent.

(a)Power of Attorney.  In addition to other powers of attorney contained herein, each Pledgor hereby designates and appoints the Collateral Agent, on behalf of the holders of the Obligations, and each of its designees or agents, as attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

(i)to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Pledged Collateral, all as the Collateral Agent may reasonably deem appropriate;

(ii)to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof;

8

(iii)to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Collateral Agent may reasonably deem appropriate;

(iv)to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral;

(v)to direct any parties liable for any payment in connection with any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;

(vi)to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral;

(vii)to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral;

(viii)to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Collateral Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein;

(ix)to exchange any of the Pledged Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Collateral Agent may reasonably deem appropriate;

(x)to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Collateral into the name of the Collateral Agent or one or more of the holders of the Obligations or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant to Section 8 hereof; and

(xi)to do and perform all such other acts and things as the Collateral Agent may reasonably deem appropriate or convenient in connection with the Pledged Collateral.

This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated.  The Collateral Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly

9

granted to the Collateral Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so.  The Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct.  This power of attorney is conferred on the Collateral Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral.

(b)Assignment by the Collateral Agent.  The Collateral Agent may from time to time assign the Obligations and any portion thereof and/or the Pledged Collateral and any portion thereof in connection with its resignation as Collateral Agent pursuant to Article X of the Credit Agreement, and the assignee shall be entitled to all of the rights and remedies of the Collateral Agent under this Pledge Agreement in relation thereto.

(c)The Collateral Agent’s Duty of Care.  Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Collateral Agent hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation of all rights in the Pledged Collateral, and the Collateral Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any of the Pledged Collateral.

(d)Voting Rights in Respect of the Pledged Collateral.

(i)So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and

(ii)Upon the occurrence and during the continuance of an Event of Default and following delivery to such Pledgor by the Collateral Agent of notice of its intent to exercise such rights, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to clause (i) of this subsection shall cease and all such rights shall thereupon become vested in the Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

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(e)Dividend Rights in Respect of the Pledged Collateral.

(i)So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed herein) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement.

(ii)Upon the occurrence and during the continuance of an Event of Default and following delivery to such Pledgor by the Collateral Agent of notice of its intent to exercise such rights:

(A)all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to clause (i) of this subsection shall cease and all such rights shall thereupon be vested in the Collateral Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and

(B)all dividends and interest payments that are received by a Pledgor contrary to the provisions of clause (A) of this subsection shall be received in trust for the benefit of the Collateral Agent and the holders of the Obligations, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the exact form received, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

10.Rights of Required Lenders.  All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders.

11.Application of Proceeds.  Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Obligations and any proceeds of the Pledged Collateral, when received by the Collateral Agent or any of the holders of the Obligations in cash or its equivalent, will be applied in reduction of the Obligations in the order set forth in the Credit Agreement, and each Pledgor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Collateral Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

12.Release of Pledged Collateral.  Upon request, the Collateral Agent shall promptly deliver to the applicable Pledgor (at the Pledgor’s expense) appropriate release documentation to the extent the release of Pledged Collateral is permitted under, and on the terms and conditions set forth in, the Credit Agreement (including without limitation upon any permitted Disposition of such Collateral); provided that any such release, or the substitution of any of the Pledged Collateral for other Collateral, will not alter, vary or diminish in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any and all Pledged Collateral not

11

expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien (subject to Permitted Liens) on any and all Pledged Collateral not expressly released or substituted.

13.Costs and Expenses.  At all times hereafter, whether or not upon the occurrence of an Event of Default, the Pledgors agree to promptly pay upon demand any and all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the Collateral Agent and the holders of the Obligations to the extent required under Section 11.04 of the Credit Agreement.  All of the foregoing costs and expenses shall constitute Obligations hereunder.

14.Continuing Agreement.

(a)This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations not then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (or if any Letters of Credit shall remain outstanding, upon the (x) the cash collateralization of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuer of a backstop letter of credit on terms satisfactory to the Administrative Agent and L/C Issuer).  Upon such payment and termination and termination (or other satisfaction) of all Letters of Credit, this Pledge Agreement shall be automatically terminated and the Collateral Agent shall, upon the request and at the expense of the Pledgors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination.  Notwithstanding the foregoing, all indemnities provided hereunder shall survive termination of this Pledge Agreement.

(b)This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any holder of the Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the Collateral Agent or any holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Obligations.

15.Amendments and Waivers.  This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except by written agreement of (a) the Pledgors and (b) the Collateral Agent (with the consent or at the direction of the Required Lenders under the Credit Agreement to the extent required thereunder).

16.Successors in Interest.  This Pledge Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Pledgor, its successors and assigns, and

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shall inure, together with the rights and remedies of the Collateral Agent and the holders of the Obligations hereunder, to the benefit of the Collateral Agent and the holders of the Obligations and their successors and permitted assigns; provided, however, that none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of the Required Lenders under the Credit Agreement (other than in connection with a transaction permitted by Section 8.04 of the Credit Agreement).

17.Notices.  All notices required or permitted to be given under this Pledge Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

18.Counterparts.  This Pledge Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart.

19.Headings.  The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Pledge Agreement.

20.Governing Law; Submission to Jurisdiction; Venue.

(a)THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT, EACH PLEDGOR AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR AND THE COLLATERAL AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PLEDGE AGREEMENT OR ANY OTHER CREDIT DOCUMENT RELATED HERETO. EACH PLEDGOR AND THE COLLATERAL AGENT WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

21.Waiver of Right to Trial By Jury.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS PLEDGE AGREEMENT OR

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ANY OTHER CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER CREDIT DOCUMENT RELATED HERETO, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS PLEDGE AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

22.Severability.  If any provision of this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

23.Entirety.  This Pledge Agreement and the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents, any other documents relating to the Obligations, or the transactions contemplated herein and therein.

24.Survival.  All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement and the other Credit Documents, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

25.Other Security.  To the extent that any of the Obligations are now or hereafter secured by property other than the Pledged Collateral (including real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then the Collateral Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Collateral Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Collateral Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Obligations or any of the rights of the Collateral Agent or the holders of the Obligations under this Pledge Agreement, under any of the other Credit Documents or under any other document relating to the Obligations.

26.Joint and Several Obligations of Pledgors.

(a)Subject to subsection (c) of this Section 26, each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Obligations, for the mutual benefit, directly and indirectly, of each of the

14

Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

(b)Subject to subsection (c) of this Section 26, each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Obligations arising under this Pledge Agreement and the other Credit Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.

(c)Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, the obligations of each Pledgor that is a Guarantor under the Credit Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other applicable Debtor Relief Law (including any comparable provisions of any applicable state law).

27.Joinder of Additional Pledgors.  The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the holders of Obligations pursuant to the provisions of the Credit Agreement, to execute and deliver to the Collateral Agent a Pledge Agreement Joinder Agreement substantially in the form of Exhibit 27 hereto and, upon such execution and delivery, such Subsidiary shall constitute a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Pledgor herein.  The execution and delivery of such Pledge Agreement Joinder Agreement shall not require the consent of any Pledgor hereunder.  The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Pledgor as a party to this Agreement.

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Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written.

TICKETMASTER

a Delaware corporation

By:

Name:

Title:

TICKETMASTER ADVANCE TICKETS, LLC

a Colorado limited liability company

By:

Name:

Title:

TICKETMASTER L.L.C.

a Virginia limited liability company

By:

Name:

Title:

TICKETMASTER EDCS LLC

a Delaware limited liability company

By:

Name:

Title:

TICKETMASTER CALIFORNIA GIFT CERTIFICATES L.L.C.

a California limited liability company

By:

Name:

Title:

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TICKETMASTER WEST VIRGINIA GIFT CERTIFICATES L.L.C.

a West Virginia limited liability company

By:

Name:

Title:

TICKETMASTER GEORGIA GIFT CERTIFICATES L.L.C

a Georgia limited liability company

By:

Name:

Title:

TICKETMASTER FLORIDA GIFT CERTIFICATES L.L.C.

a Florida limited liability company

By:

Name:

Title:

MICROFLEX 2001 LLC

a Delaware limited liability company

By:

Name:

Title:

TICKETMASTER-INDIANA, L.L.C.

a Delaware limited liability company

By:

Name:

Title:

17

TICKETMASTER INDIANA HOLDINGS CORP.

an Indiana corporation

By:

Name:

Title:

TICKETMASTER NEW VENTURES HOLDINGS, INC.

a Delaware corporation

By:

Name:

Title:

PACIOLAN, INC.

a Delaware corporation

By:

Name:

Title:

TICKETMASTER CHINA VENTURE, L.L.C.

a Delaware limited liability company

By:

Name:

Title:

THE V.I.P. TOUR COMPANY

a Delaware corporation

By:

Name:

Title:

TNOW ENTERTAINMENT GROUP, INC.

an Illinois corporation

By:

Name:

Title:

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PREMIUM INVENTORY, INC.

an Illinois corporation

By:

Name:

Title:

EVENTINVENTORY.COM, INC.

an Illinois corporation

By:

Name:

Title:

NETTICKETS.COM, INC.

a Delaware corporation

By:

Name:

Title:

OPENSEATS, INC.

an Illinois corporation

By:

Name:

Title:

TICKETSNOW.COM, INC.

an Illinois corporation

By:

Name:

Title:

SHOW ME TICKETS, LLC

an Illinois limited liability company

By:

Name:

Title:

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IAC PARTNER MARKETING, INC.

a Delaware corporation

By:

Name:

Title:

ECHOMUSIC, LLC

a Delaware limited liability company

By:

Name:

Title:

TM VISTA INC.

a Virginia corporation

By:

Name:

Title:

TICKETWEB INC.

a Delaware corporation

By:

Name:

Title:

TICKETMASTER MULTIMEDIA HOLDINGS LLC

a Delaware limited liability company

By:

Name:

Title:

FLMG HOLDINGS CORP.

a Delaware corporation

By:

Name:

Title:

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Agreed and accepted, as of the date first above written.

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

By:

Name:

Title:

21

Schedule 2(a)

Pledged Shares

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EXHIBIT 27

[Form of]

 PLEDGE AGREEMENT JOINDER AGREEMENT

[Name of New Pledgor]

[Address of New Pledgor]

[Date]

Ladies and Gentlemen:

Reference is made to the Pledge Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement), dated as of [      ], 2008, made by TICKETMASTER, a Delaware corporation (the “Borrower”), the Guarantors party thereto and JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”).

This Pledge Agreement Joinder Agreement supplements the Pledge Agreement and is delivered by the undersigned, [                         ] (the “New Pledgor”), pursuant to Section 27 of the Pledge Agreement.  The New Pledgor hereby agrees to be bound as a Pledgor party to the Pledge Agreement by all of the terms, covenants and conditions set forth in the Pledge Agreement to the same extent that it would have been bound if it had been a signatory to the Pledge Agreement on the date of the Pledge Agreement.  Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Pledgor thereunder.  The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Pledge Agreement.

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Annexed hereto is a supplement to Schedule 2(a) to the Pledge Agreement listing all the Capital Stock of all Subsidiaries of the New Pledgor which is required to be pledged pursuant to the Credit Documents.  Such supplements shall be deemed to be part of the Pledge Agreement.

This Pledge Agreement Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

THIS PLEDGE AGREEMENT JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the New Pledgor has caused this Pledge Agreement Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[NEW PLEDGOR]

		By:
			Name:
			Title:
AGREED TO AND ACCEPTED:
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
By:
	Name:
	Title:

[Schedules to be attached]

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EXHIBIT 1.01B

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of [      ], 2008, is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A. as Collateral Agent (the “Collateral Agent”).

W I T N E S S E T H

WHEREAS, a credit facility has been established in favor of TICKETMASTER, a Delaware corporation (the “Borrower”), pursuant to the terms of that certain Credit Agreement, dated as of July 25, 2008 (as amended, increased, extended, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors identified therein, the Lenders party thereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent and Collateral Agent; and

WHEREAS, it is a condition precedent to the obligations of each Lender to make its initial Credit Extensions under the Credit Agreement that the Borrower and the other Grantors shall have executed and delivered this Security Agreement to the Collateral Agent for the benefit of the holders of the Obligations.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, effective upon the earlier of (a) consummation of the Spin-Off and (B) the date that is five (5) Business Days from the date hereof:

1.Definitions and Interpretive Provisions.

(a)Definitions.  Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.  In addition, the following terms, which are defined in the UCC, are used as defined therein:  Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Commingled Goods, Consumer Goods, Deposit Account, Document, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Manufactured Home, Proceeds, Software, Standing Timber, Supporting Obligation and Tangible Chattel Paper.  As used herein:

“Collateral” has the meaning provided in Section 2 hereof.

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“Copyright License” means any written agreement, naming any Grantor as licensor or licensee, granting any right under any Copyright including any thereof referred to in Schedule 9(c) to the Perfection Certificate.

“Copyrights” means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Copyright Office including any thereof referred to in Schedule 9(b) to the Perfection Certificate, and (b) all renewals thereof including any thereof referred to in Schedule 9(b) to the Perfection Certificate.

“Credit Agreement” has the meaning provided in the recitals hereto.

“Grantors” has the meaning provided in the recitals hereto, together with their respective successors and assigns.

“Intercompany Notes” means, with respect to each Grantor, all intercompany notes described in Schedule 8 to the Perfection Certificate and intercompany notes hereafter acquired by such Grantor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Patent License” means any agreement, whether written or oral, providing for the grant by or to a Grantor of any right to manufacture, use or sell any invention covered by a Patent, including any thereof referred to in Schedule 9(c) to the Perfection Certificate.

“Perfection Certificate” means that certain perfection certificate dated the date hereof, executed and delivered by each Grantor in favor of the Collateral Agent for the benefit of the holders of the Obligations, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Patents” means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, including any letters patent referred to in Schedule 9(a) to the Perfection Certificate, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including any thereof referred to in Schedule 9(a) to the Perfection Certificate.

“Security Agreement” has the meaning provided in the recitals hereto, as the same may be amended or modified from time to time.

“Trademark License” means any agreement, written or oral, providing for the grant by or to a Grantor of any right to use any Trademark, including any thereof referred to in Schedule 9(c) to the Perfection Certificate.

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“Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, including any thereof referred to in Schedule 9(a) to the Perfection Certificate, and (b) all renewals thereof.

“UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the holders’ of the Obligations security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions .

“Work” means any work that is subject to copyright protection pursuant to Title 17 of the United States Code.

(b)Interpretive Provisions, etc.  Each of the terms and provisions of Section 1.02 of the Credit Agreement (in each case as the same may be amended or modified as provided therein) are incorporated herein by reference to the same extent and with the same effect as if fully set forth herein.

(c)Perfection Certificate.  The parties hereto agree that the Perfection Certificate and all descriptions of Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

2.Grant of Security Interest in the Collateral.  To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the holders of the Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following property of such Grantor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):

(a)all Accounts;

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(b)all cash and currency;

(c)all Chattel Paper;

(d)those Commercial Tort Claims identified on Schedule 10 to the Perfection Certificate;

(e)all Copyright Licenses;

(f)all Copyrights;

(g)all Deposit Accounts;

(h)all Documents;

(i)all Equipment;

(j)all Fixtures;

(k)all General Intangibles;

(l)all Instruments;

(m)all Inventory;

(n)all Investment Property;

(o)all Letter-of-Credit Rights;

(p)all Patent Licenses;

(q)all Patents;

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(r)all Software;

(s)all Supporting Obligations;

(t)all Trademark Licenses;

(u)all Trademarks;

(v)all Intercompany Notes; and

(w)all Accessions and all Proceeds of any and all of the foregoing.

provided that the following property is excluded from the security interests granted under this Security Agreement and such property shall not constitute “Collateral”: (i) any Excluded Property, (ii) any Pledged Collateral (as such term is defined in the Pledge Agreement) that is expressly included in the grant of security interests to the Collateral Agent pursuant to the Pledge Agreement, (iii) any Capital Stock of a First-Tier Foreign Subsidiary in excess of 65% of the outstanding Capital Stock of such Subsidiary, (iv) any Capital Stock of a Foreign Subsidiary that is Capital Stock of a First-Tier Foreign Subsidiary for so long as the granting, pledging or assigning of such Capital Stock is prohibited by applicable law and (v) any Capital Stock of a Foreign Subsidiary that is not Capital Stock of a First-Tier Foreign Subsidiary.  The Grantors and the Collateral Agent, on behalf of the holders of the Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (x) constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising and (y) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

3.Provisions Relating to Accounts.

(a)Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account.  Neither the Collateral Agent nor any holder of the Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Collateral Agent or any holder of the Obligations of any payment relating to such Account pursuant hereto, nor shall the Collateral Agent or any holder of the Obligations be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or

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the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

(b)After the occurrence and during the continuation of an Event of Default at any time with advance notice, the Collateral Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications.  After the occurrence and during the continuation of an Event of Default, the Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts.

4.Representations and Warranties.  Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Collateral Agent and the holders of the Obligations, that:

(a)Ownership.  Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.

(b)Security Interest/Priority.  This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the holders of the Obligations, in the Collateral of such Grantor and, when properly perfected, shall constitute a valid perfected security interest in such Collateral (except any Collateral in which perfection of a security interest is not required hereunder), free and clear of all Liens except for Permitted Liens.

(c)Types of Collateral.  None of the Collateral consists of, or is the Accessions or the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes, or Standing Timber.

5.Covenants.  Each Grantor covenants that such Grantor shall:

(a)Other Liens.  Defend the Collateral against the claims and demands of all other parties claiming an interest therein, keep the Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of

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the Collateral or any interest therein, in each case, except as permitted under the Credit Agreement.

(b)Preservation of Collateral.  Keep the Collateral in good order, condition and repair (ordinary wear and tear excepted) to the extent required by the Credit Agreement and not use the Collateral in violation of the provisions of this Security Agreement or any other Credit Document.

(c)Instruments/Tangible Chattel Paper.  If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper, and the principal or face amount or value thereof for all such Instruments and Tangible Chattel Paper exceeds $2.5 million in the aggregate, such Grantor shall ensure that any such Instrument or Tangible Chattel Paper with a face amount or value in excess of $500,000 (and in any event within 90 days of its acquisition) is promptly delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent; provided, that no such delivery shall be required if the applicable Grantor requires possession of such Instrument or Tangible Chattel Paper in order to realize on such Instrument or Tangible Chattel Paper during such 90-day period and such Grantor actually maintains physical possession of such Instrument or Tangible Chattel Paper.  The Collateral Agent shall, upon Grantor’s written request, promptly return any such Instrument or Tangible Chattel Paper to such Grantor if necessary for such Grantor to realize on such Instrument or Tangible Chattel Paper unless an Event of Default has occurred and is continuing.  After the occurrence and during the continuation of an Event of Default, such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Collateral Agent indicating the Collateral Agent’s security interest in such Tangible Chattel Paper.

(d)Change in Structure, Location or Type.  Not, (i) without providing ten (10) days’ prior written notice to the Collateral Agent, change its state of formation and (ii) without providing prompt (and in any event within 10 days after such change) (or, in each case, such later date as the Collateral Agent, in its sole discretion, shall agree to in writing) written notice thereof to the Collateral Agent, change its name or corporate structure.

(e)Authorization.  Authorize the Collateral Agent to prepare and file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably deem necessary, appropriate or convenient in order to perfect and maintain the security interests granted hereunder in accordance with the UCC.

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

8

power of attorney granted hereinabove).  After the occurrence and during the continuation of an Event of Default, if any Collateral is in the possession or control of a Grantor’s agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s security interest therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Obligations and subject to the Collateral Agent’s instructions.

(g)Letter-of-Credit Rights and Electronic Chattel Paper.  After the occurrence and during the continuance of an Event of Default, use commercially reasonable efforts to execute and deliver all agreements, assignments, instruments or other documents as the Collateral Agent shall reasonably request for the purpose of obtaining and maintaining control within the meaning of the UCC with respect to any Collateral consisting of Letter-of-Credit Rights and Electronic Chattel Paper with a principal or face amount greater than $2.5 million in the aggregate for all such Letter-of-Credit Rights and Electronic Chattel Paper

(h)Covenants Relating to Copyrights.  Not make any assignment or agreement in conflict with the security interest in the Copyrights of each Grantor hereunder, except as otherwise permitted by the Credit Agreement.

(i)Covenants Relating to Patents and Trademarks.  Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder, except as otherwise permitted by the Credit Agreement.

(j)New Patents, Copyrights and Trademarks.  Within ninety (90) days (or such later date as the Collateral Agent, in its sole discretion, shall agree to in writing) after the filing of an application for the registration of any material Copyright, Patent or Trademark with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or the issuance of material registrations or letters on applications by the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, after the Closing Date, provide the Collateral Agent with (i) a listing of all such applications and issued registrations or letters, which new applications and issued registrations or letters shall be subject to the terms and conditions hereunder, and (ii) upon the request of the Collateral Agent (A) with respect to such Copyrights, a duly executed Notice of Security Interest in Copyrights, (B) with respect to such Patents, a duly executed Notice of Security Interest in Patents, (C) with respect to such Trademarks, a duly executed Notice of Security Interest in Trademarks or (D) such other duly executed documents as the Collateral Agent may reasonably request in a form acceptable to counsel for the Collateral Agent and suitable for recording to evidence the security interest in such Copyright, Patent or Trademark that is the subject of such new application.

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(a)Commercial Tort Claims.  Within ninety (90) days (or such later date as the Administrative Agent, in its sole discretion, shall agree to in writing) after the initiation thereof, notify the Collateral Agent in writing of the initiation of any Commercial Tort Claim in an amount greater than $2.5 million before any Governmental Authority by or in favor of such Grantor and grant in such writing a security interest in such Commercial Tort Claim to the Collateral Agent for the benefit of holders of Obligations.

6.Advances and Performance by Holders of the Obligations.  After the occurrence and during the continuation of an Event of Default, on failure of any Grantor to perform any of the covenants and agreements contained herein, the Collateral Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Collateral Agent may reasonably deem advisable in the performance thereof, including the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Collateral Agent may make for the protection of the security hereof or that may be compelled to make by operation of law.  All such sums and amounts so expended shall be repayable by the Grantors on a joint and several basis (subject to Section 25 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the Default Rate for Revolving Loans that are Base Rate Loans.  No such performance of any covenant or agreement by the Collateral Agent on behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any default under the terms of this Security Agreement or the other Credit Documents.  The Collateral Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

7.Remedies.

(a)General Remedies.  Upon the occurrence of an Event of Default and during the continuation thereof, the Collateral Agent shall have, in addition to the rights and remedies provided herein, in the Credit Documents, or by law (including levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Collateral Agent may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii)  dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Collateral Agent at the expense of the Grantors any Collateral at any place and time designated by the Collateral Agent that is reasonably convenient

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

(b)Remedies relating to Accounts.  Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Collateral Agent has exercised any or all of its rights and remedies hereunder, each Grantor will promptly upon request of the Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Collateral Agent.  In addition, the Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the

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Accounts of such Grantor have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Obligations in the Accounts.  Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Collateral Agent in accordance with the provisions hereof shall be solely for the Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein.  The Collateral Agent and the holders of the Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance.  Each Grantor hereby agrees to indemnify the Collateral Agent and the holders of the Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses and charges (including reasonable attorneys’ fees and disbursements) suffered or incurred by the Collateral Agent or the holders of the Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents.  In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

(c)Access.  In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Grantor shall provide the Collateral Agent with access to the Collateral without cost or charge to the Collateral Agent, and the reasonable use of the same, together with materials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise.  In addition, the Collateral Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral. If the foregoing activities are restricted by the terms of any lease, the pertinent Grantor shall promptly take reasonable steps to move the Collateral from such leased location to a new location satisfactory to the Collateral Agent.

(d)Nonexclusive Nature of Remedies.  Failure by the Collateral Agent or the holders of the Obligations to exercise any right, remedy or option under this Security Agreement, any other Credit Document, or as provided by law, or any delay by the Collateral Agent or the holders of the Obligations in exercising the same, shall not operate as a waiver of any such right, remedy or option.  To the extent permitted by law, neither the Collateral Agent, the holders of

12

the Obligations, nor any party acting as attorney for the Collateral Agent or the holders of the Obligations, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder.  The rights and remedies of the Collateral Agent and the holders of the Obligations under this Security Agreement shall be cumulative and not exclusive of any other right or remedy that the Collateral Agent or the holders of the Obligations may have.

(e)Retention of Collateral.  To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Collateral Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Obligations.

Unless and until the Collateral Agent shall have provided such notices, however, the Collateral Agent shall not be deemed to have accepted or retained any Collateral in satisfaction of any Obligations for any reason.

(f)Deficiency.  In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent or the holders of the Obligations are legally entitled, the Grantors shall be jointly and severally liable for the deficiency (subject to Section 25 hereof), together with interest thereon at the Default Rate for Revolving Loans that are Base Rate Loans, together with the costs of collection and reasonable attorneys’ fees and disbursements.  Any surplus remaining after the full payment and satisfaction of the Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

8.Rights of the Collateral Agent.

(a)Power of Attorney.  In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the Collateral Agent, on behalf of the holders of the Obligations, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

(i)to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Collateral Agent may reasonably deem appropriate;

(ii)to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof;

13

(iii)to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Collateral Agent may reasonably deem appropriate;

(iv)to receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral on behalf of and in the name of such Grantor, or securing, or relating to such Collateral;

(v)to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;

(vi)to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;

(vii)to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral;

(viii)to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services that have given rise thereto, as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes;

(ix)to adjust and settle claims under any insurance policy relating thereto;

(x)to authorize or to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Collateral Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated therein;

(xi)to institute any foreclosure proceedings that the Collateral Agent may reasonably deem appropriate; and

(xii)to do and perform all such other acts and things as the Collateral Agent may reasonably deem appropriate or convenient in connection with the Collateral.

This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated.  The Collateral Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Collateral Agent in this Security Agreement, and shall not be liable for any failure to do so or

14

any delay in doing so.  The Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct.  This power of attorney is conferred on the Collateral Agent solely to protect, preserve and realize upon its security interest in the Collateral.

(b)Assignment by the Collateral Agent.  The Collateral Agent may from time to time assign the Obligations and any portion thereof and/or the Collateral and any portion thereof in connection with its resignation as Collateral Agent pursuant to Article X of the Credit Agreement, and the assignee shall be entitled to all of the rights and remedies of the Collateral Agent under this Security Agreement in relation thereto.

(c)The Collateral Agent’s Duty of Care.  Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Collateral Agent hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Collateral Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Collateral Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral.  In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Collateral Agent shall have no obligation to clean, repair or otherwise prepare the Collateral for sale.

9.Rights of Required Lenders.  All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders.

10.Application of Proceeds.  Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Obligations and any proceeds of the Collateral, when received by the Collateral Agent or any of the holders of the Obligations in cash or its equivalent, will be applied in reduction of the Obligations in the order set forth in the Credit Agreement, and each Grantor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Collateral Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

15

11.Release of Collateral.  Upon request, the Collateral Agent shall promptly deliver to the applicable Grantor (at the Grantor’s expense) appropriate release documentation to the extent the release of Collateral is permitted under, and on the terms and conditions set forth in Section 10.10(b) of the Credit Agreement; provided, that any such release, or the substitution of any of the Collateral for other Collateral, will not alter, vary or diminish in any way the force, effect, lien, pledge or security interest of this Security Agreement as to any and all Collateral not expressly released or substituted, and this Security Agreement shall continue as a first priority lien (subject to Permitted Liens) on any and all Collateral not expressly released or substituted.

12.Costs and Expenses.  At all times hereafter, whether or not upon the occurrence of an Event of Default, the Grantors agree to promptly pay upon demand any and all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the Collateral Agent and the holders of the Obligations to the extent required under Section 11.04 of the Credit Agreement.  All of the foregoing costs and expenses shall constitute Obligations hereunder.

13.Continuing Agreement.

(a)This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations not then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (or if any Letters of Credit shall remain outstanding, upon the (x) the cash collateralization of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuer of a backstop letter of credit on terms satisfactory to the Administrative Agent and L/C Issuer).  Upon such payment and termination and termination (or other satisfaction) of all Letters of Credit, this Security Agreement shall be automatically terminated and the Collateral Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination.  Notwithstanding the foregoing, all indemnities provided hereunder shall survive termination of this Security Agreement.

(b)This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any holder of the Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including reasonable attorneys’ fees and

16

disbursements) incurred by the Collateral Agent or any holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Obligations.

14.Amendments and Waivers.  This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except by written agreement of (a) the Grantors and (b) the Collateral Agent (with the consent or at the direction of the Required Lenders under the Credit Agreement, to the extent required thereunder).

15.Successors in Interest.  This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Grantor, its successors and assigns, and shall inure, together with the rights and remedies of the Collateral Agent and the holders of the Obligations hereunder, to the benefit of the Collateral Agent and the holders of the Obligations and their successors and permitted assigns; provided, however, that none of the Grantors may assign its rights or delegate its duties hereunder without the prior written consent of the Required Lenders under the Credit Agreement (other than in connection with a transaction permitted by Section 8.04 of the Credit Agreement).

16.Notices.  All notices required or permitted to be given under this Security Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

17.Counterparts.  This Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart.

18.Headings.  The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Security Agreement.

19.Governing Law; Submission to Jurisdiction; Venue.

(a)THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH

17

STATE, AND BY EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, EACH GRANTOR AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH GRANTOR AND THE COLLATERAL AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS SECURITY AGREEMENT OR ANY OTHER CREDIT DOCUMENT RELATED HERETO.  EACH GRANTOR AND THE COLLATERAL AGENT WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

20.Waiver of Right to Trial by Jury.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS SECURITY AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER CREDIT DOCUMENT RELATED HERETO, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

21.Severability.  If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

22.Entirety.  This Security Agreement and the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents, any other documents relating to the Obligations, or the transactions contemplated herein and therein.

18

23.Survival.  All representations and warranties of the Grantors hereunder shall survive the execution and delivery of this Security Agreement and the other Credit Documents, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

24.Other Security.  To the extent that any of the Obligations are now or hereafter secured by property other than the Collateral (including real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then the Collateral Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Collateral Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Collateral Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Obligations or any of the rights of the Collateral Agent or the holders of the Obligations under this Security Agreement, under any of the other Credit Documents or under any other document relating to the Obligations.

25.Joint and Several Obligations of Grantors.

(a)Subject to subsection (c) of this Section 25, each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Obligations, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.

(b)Subject to subsection (c) of this Section 25, each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Grantors with respect to the payment and performance of all of the Obligations arising under this Security Agreement and the other Credit Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them.

(c)Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, the obligations of each Grantor that is a Guarantor under the Credit Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other applicable Debtor Relief Law (including any comparable provisions of any applicable state law).

26.Joinder of Additional Grantors.  The Grantors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to

19

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Each of the parties hereto has caused a counterpart of this Security Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:

TICKETMASTER

a Delaware corporation

By:

Name:

Title:

TICKETMASTER ADVANCE TICKETS, LLC

a Colorado limited liability company

By:

Name:

Title:

TICKETMASTER L.L.C.

a Virginia limited liability company

By:

Name:

Title:

TICKETMASTER EDCS LLC

a Delaware limited liability company

By:

Name:

Title:

TICKETMASTER CALIFORNIA GIFT
CERTIFICATES L.L.C.

a California limited liability company

By:

Name:

Title:

[Ticketmaster Security Agreement Signature Page]

21

TICKETMASTER WEST VIRGINIA GIFT CERTIFICATES L.L.C.

a West Virginia limited liability company

By:

Name:

Title:

TICKETMASTER GEORGIA GIFT
CERTIFICATES L.L.C

a Georgia limited liability company

By:

Name:

Title:

TICKETMASTER FLORIDA GIFT
CERTIFICATES L.L.C.

a Florida limited liability company

By:

Name:

Title:

MICROFLEX 2001 LLC

a Delaware limited liability company

By:

Name:

Title:

TICKETMASTER-INDIANA, L.L.C.

a Delaware limited liability company

By:

Name:

Title:

[Ticketmaster Security Agreement Signature Page]

22

TICKETMASTER INDIANA HOLDINGS CORP.

an Indiana corporation

By:

Name:

Title:

TICKETMASTER NEW VENTURES HOLDINGS, INC.

a Delaware corporation

By:

Name:

Title:

PACIOLAN, INC.

a Delaware corporation

By:

Name:

Title:

TICKETMASTER CHINA VENTURE, L.L.C.

a Delaware limited liability company

By:

Name:

Title:

THE V.I.P. TOUR COMPANY

a Delaware corporation

By:

Name:

Title:

TNOW ENTERTAINMENT GROUP, INC.

an Illinois corporation

By:

Name:

Title:

[Ticketmaster Security Agreement Signature Page]

23

PREMIUM INVENTORY, INC.

an Illinois corporation

By:

Name:

Title:

EVENTINVENTORY.COM, INC.

an Illinois corporation

By:

Name:

Title:

NETTICKETS.COM, INC.

a Delaware corporation

By:

Name:

Title:

OPENSEATS, INC.

an Illinois corporation

By:

Name:

Title:

TICKETSNOW.COM, INC.

an Illinois corporation

By:

Name:

Title:

SHOW ME TICKETS, LLC

an Illinois limited liability company

By:

Name:

Title:

[Ticketmaster Security Agreement Signature Page]

24

IAC PARTNER MARKETING, INC.

a Delaware corporation

By:

Name:

Title:

ECHOMUSIC, LLC

a Delaware limited liability company

By:

Name:

Title:

TM VISTA INC.

a Virginia corporation

By:

Name:

Title:

TICKETWEB INC.

a Delaware corporation

By:

Name:

Title:

TICKETMASTER MULTIMEDIA HOLDINGS LLC

a Delaware limited liability company

By:

Name:

Title:

FLMG HOLDINGS CORP.

a Delaware corporation

By:

Name:

Title:

[Ticketmaster Security Agreement Signature Page]

25

Accepted and agreed to as
of the date first above written.
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
By:
	Name:
	Title:

[Ticketmaster Security Agreement Signature Page]

26

EXHIBIT 5(f)(i)

[Form of]

Grant of Security Interest in Copyrights

Copyright Security Agreement, dated as of [                    ], by [                 ] and [                  ] (individually, a “Grantor”, and, collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Grantors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Grantors are required to execute and deliver this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the holders of the Obligations, to enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1.Defined Terms.  Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2.Grant of Security Interest in Copyright Collateral.  Each Grantor hereby pledges and grants to the Collateral Agent for the benefit of the holders of the Obligations a lien on and security interest in and to all of its right, title and interest in, to and under all the following Collateral of such Grantor (collectively, the “Applicable Collateral”):

(a)  Copyrights of such Grantor listed on Schedule I attached hereto; and

(b)  all Proceeds of any and all of the foregoing (other than Excluded Property).

SECTION 3.Security Agreement.  The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in

27

the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 4.Termination.  Upon the release of the Lien provided for in the Security Agreement (as set forth in the Security Agreement and/or the Credit Agreement, as the case may be) with respect to all or any portion of the Applicable Collateral (including in connection with the Disposition thereof), the Collateral Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in all or such portion of the Applicable Collateral under this Copyright Security Agreement.

SECTION 5.Counterparts.  This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts.

[signature page follows]

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IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

		Very truly yours,
		[GRANTORS](1)
			By:
				Name:
				Title:
Accepted and Agreed:
JPMORGAN CHASE BANK, N.A.
as Collateral Agent
By:
	Name:
	Title:

(1)This document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Copyright.

29

SCHEDULE I
to
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

Copyright Registrations:

OWNER REGISTRATION
NUMBER TITLE

Copyright Applications:

OWNER TITLE

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EXHIBIT 5(f)(ii)

[Form of]

Grant of Security Interest in Patents

Patent Security Agreement, dated as of [                    ], by [            ] and [                   ] (individually, a “Grantor”, and, collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Grantors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Grantors are required to execute and deliver this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the holders of the Obligations, to enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1.Defined Terms.  Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2.Grant of Security Interest in Patent Collateral.  Each Grantor hereby pledges and grants to the Collateral Agent for the benefit of the holders of the Obligations a lien on and security interest in and to all of its right, title and interest in, to and under all the following Collateral of such Grantor (collectively, the “Applicable Collateral”):

(a)  Patents of such Grantor listed on Schedule I attached hereto; and

(b)  all Proceeds of any and all of the foregoing (other than Excluded Property).

SECTION 3.Security Agreement.  The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in

31

the Patents made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 4.Termination.  Upon the release of the Lien provided for in the Security Agreement (as set forth in the Security Agreement and/or the Credit Agreement, as the case may be) with respect to all or any portion of the Applicable Collateral (including in connection with the Disposition thereof), the Collateral Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in all or such portion of the Applicable Collateral under this Patent Security Agreement.

SECTION 5.Counterparts.  This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.

[signature page follows]

32

IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

		Very truly yours,
		[GRANTORS](2)
			By:
				Name:
				Title:
Accepted and Agreed:
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
By:
	Name:
	Title:

(2)This document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Patent.

33

SCHEDULE I
to
PATENT SECURITY AGREEMENT
PATENT REGISTRATIONS AND PATENT APPLICATIONS

Patent Registrations:

OWNER REGISTRATION
NUMBER NAME

Patent Applications:

OWNER APPLICATION NUMBER NAME

34

EXHIBIT 5(f)(iii)

[Form of]

Grant of Security Interest in Trademarks

Trademark Security Agreement, dated as of [                    ], by [                  ] and [                ] (individually, a “Grantor”, and, collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Grantors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Grantors are required to execute and deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the holders of the Obligations, to enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1.Defined Terms.  Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2.Grant of Security Interest in Trademark Collateral.  Each Grantor hereby pledges and grants to the Collateral Agent for the benefit of the holders of the Obligations a lien on and security interest in and to all of its right, title and interest in, to and under all the following Collateral of such Grantor (collectively, the “Applicable Collateral”):

(a)  Trademarks of such Grantor listed on Schedule I attached hereto;

(b)  all Goodwill associated with such Trademarks; and

(c)  all Proceeds of any and all of the foregoing (other than Excluded Property).

SECTION 3.Security Agreement.  The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

35

SECTION 4.Termination.  Upon the release of the Lien provided for in the Security Agreement (as set forth in the Security Agreement and/or the Credit Agreement, as the case may be) with respect to all or any portion of the Applicable Collateral (including in connection with the Disposition thereof), the Collateral Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in all or such portion of the Applicable Collateral under this Trademark Security Agreement.

SECTION 5.Counterparts.  This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.

[signature page follows]

36

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

		Very truly yours,
		[GRANTORS](1)
			By:
				Name:
				Title:
Accepted and Agreed:
JPMORGAN CHASE BANK, N.A.
as Collateral Agent
By:
	Name:
	Title:

(1)This document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Trademark.

37

SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark Registrations:

OWNER REGISTRATION
NUMBER TRADEMARK

Trademark Applications:

OWNER APPLICATION NUMBER TRADEMARK

38

EXHIBIT 26

[Form of]

 SECURITY AGREEMENT JOINDER AGREEMENT

[Name of New Grantor]

[Address of New Grantor]

[Date]

Ladies and Gentlemen:

Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of [      ], 2008, made by TICKETMASTER, a Delaware corporation (the “Borrower”), the Guarantors party thereto and JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”).

This Security Agreement Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [                         ] (the “New Grantor”), pursuant to Section 26 of the Security Agreement.  The New Grantor hereby agrees to be bound as a Grantor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement.  Without limiting the generality of the foregoing, the New Grantor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of its the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the New Grantor and expressly assumes all obligations and liabilities of a Grantor under the Security Agreement.  The New Grantor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Grantors contained in the Security Agreement.

39

Annexed hereto are supplements to each of the schedules to the Perfection Certificate referenced in the Security Agreement, with respect to the New Grantor.  Such supplements shall be deemed to be part of the Security Agreement and Perfection Certificate.

This Security Agreement Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

THIS SECURITY AGREEMENT JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

40

IN WITNESS WHEREOF, the New Grantor has caused this Security Agreement Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

		[NEW GRANTOR]
			By:
				Name:
				Title:
AGREED TO AND ACCEPTED:
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
By:
	Name:
	Title:

[Schedules to be attached]

41

EXHIBIT 2.02

FORM OF LOAN NOTICE

Date:                         ,        

To:JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement), among Ticketmaster, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

The undersigned hereby requests (select one):

o  A Borrowing of [Dollar Revolving][Approved Currency Revolving][Term A][Term B][Swingline] Loans

o  A conversion or continuation of [Dollar Revolving][Approved Currency Revolving][Term A][Term B][Swingline] Loans

1.On                                                                     (a Business Day).

2.In the amount of                                      (if Approved Currency Revolving Loans, include Approved Currency)

3.Comprised of                                                                                     
[Type of Loan requested (i.e. Base Rate Loan or Eurodollar Rate Loan]

4.For Eurodollar Rate Loans:  with an Interest Period of         months.

[The Dollar Revolving Loan requested herein complies with the proviso to the first sentence of Section 2.01(a)(i) of the Agreement.](1)

[The Approved Currency Revolving Loan requested herein complies with the proviso to the first sentence of Section 2.01(a)(ii) of the Agreement.](2)

(1)Include this sentence in the case of a Dollar Revolving Loan.

(2)Include this sentence in the case of an Approved Currency Revolving Loan.

1

[The Borrower hereby represents and warrants that the conditions specified in [Section 5.02](3) and Section 5.03 shall be satisfied on and as of the date of the applicable Credit Extension.](4)

TICKETMASTER

By:

Name:

Title:

(3)Insert for Funding Date Borrowing.

(4)Subject to the requirements of Section 2.02 of the Agreement, not applicable to conversions or continuations.

2

EXHIBIT 2.13-1

FORM OF
DOLLAR REVOLVING NOTE

                     ,      

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to                                    or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Dollar Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement), among the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

The Borrower promises to pay interest on the unpaid principal amount of each Dollar Revolving Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Dollar Revolving Note is one of the Revolving Notes referred to in the Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Dollar Revolving Note is also entitled to the benefits of the Security Agreement and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Dollar Revolving Note shall become, or may be declared by the Administrative Agent, at the request of or with the consent of the Required Lenders, to be, immediately due and payable all as provided in the Agreement.  Dollar Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.  The Lender may also attach schedules to this Dollar Revolving Note and endorse thereon the date, amount and maturity of its Dollar Revolving Loans and payments with respect thereto.

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

1

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

TICKETMASTER

By:

Name:

Title:

2

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal or
Interest Paid
This Date Outstanding
Principal
Balance This
Date Notation
Made By

3

EXHIBIT 2.13-2

FORM OF
APPROVED CURRENCY REVOLVING NOTE

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to                                          or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Approved Currency Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement), among the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

The Borrower promises to pay interest on the unpaid principal amount of each Approved Currency Revolving Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars, Euros, Canadian Dollars, Sterling or any other currency added as an Alternative Currency pursuant to Section 1.07 of the Agreement, as applicable, in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Approved Currency Revolving Note is one of the Revolving Notes referred to in the Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Approved Currency Revolving Note is also entitled to the benefits of the Security Agreement and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Approved Currency Revolving Note shall become, or may be declared by the Administrative Agent, at the request of or with the consent of the Required Lenders, to be, immediately due and payable all as provided in the Agreement.  Approved Currency Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.  The Lender may also attach schedules to this Approved Currency Revolving Note and endorse thereon the date, amount and maturity of its Approved Currency Revolving Loans and payments with respect thereto.

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

1

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

TICKETMASTER

By:

Name:

Title:

2

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal or
Interest Paid
This Date Outstanding
Principal
Balance This
Date Notation
Made By

3

EXHIBIT 2.13-3

FORM OF
SWINGLINE NOTE

                        ,              

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to                                        or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Swingline Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement), among the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

The Borrower promises to pay interest on the unpaid principal amount of each Swingline Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Swingline Note is one of the Swingline Notes referred to in the Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Swingline Note is also entitled to the benefits of the Security Agreement and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Swingline Note shall become, or may be declared by the Administrative Agent, at the request of or with the consent of the Required Lenders, to be, immediately due and payable all as provided in the Agreement.  Swingline Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.  The Lender may also attach schedules to this Swingline Note and endorse thereon the date, amount and maturity of its Swingline Loans and payments with respect thereto.

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

1

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

TICKETMASTER

By:

Name:

Title:

2

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal or
Interest Paid
This Date Outstanding
Principal
Balance This
Date Notation
Made By

3

EXHIBIT 2.13-4

FORM OF
TERM A NOTE

                          ,          

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to                                         or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term A Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement), among the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

The Borrower promises to pay interest on the unpaid principal amount of the Term A Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term A Note is one of the Term A Notes referred to in the Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Term A Note is also entitled to the benefits of the Security Agreement and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term A Note shall become, or may be declared by the Administrative Agent, at the request of or with the consent of the Required Lenders, to be, immediately due and payable all as provided in the Agreement.  The Term A Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.  The Lender may also attach schedules to this Term A Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

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

1

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

TICKETMASTER

By:

Name:

Title:

2

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal or
Interest Paid
This Date Outstanding
Principal
Balance This
Date Notation
Made By

3

EXHIBIT 2.13-5

FORM OF
TERM B NOTE

                     ,           

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to                                        or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term B Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement), among the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

The Borrower promises to pay interest on the unpaid principal amount of the Term B Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term B Note is one of the Term B Notes referred to in the Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Term B Note is also entitled to the benefits of the Security Agreement and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term B Note shall become, or may be declared by the Administrative Agent, at the request of or with the consent of the Required Lenders, to be, immediately due and payable all as provided in the Agreement.  The Term B Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.  The Lender may also attach schedules to this Term B Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

1

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

2

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

TICKETMASTER

By:

Name:

Title:

3

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal or
Interest Paid
This Date Outstanding
Principal
Balance This
Date Notation
Made By

4

EXHIBIT 3.01(e)-1

FORM OF
NON-BANK CERTIFICATE

(For Non-U.S. Lender Parties That Are Not Partnerships
For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of July 25, 2008  (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement), by and among Ticketmaster, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign corporation,” as described in Section 881(c)(3)(C) of the Internal Revenue Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Administrative Agent and (2) the undersigned shall furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned or in either of the two calendar years preceding such payment.

 
[Signature Page Follows]

1

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

2

EXHIBIT 3.01(e)-2

FORM OF
NON-BANK CERTIFICATE

 (For Non-U.S. Lender Parties That Are Partnerships
For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of July 25, 2008  (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement), by and among Ticketmaster, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its partners/members are “ten percent shareholders” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, (v) none of its partners/members are “controlled foreign corporation(s)” related to the Borrower, as described in Section 881(c)(3)(C) of the Internal Revenue Code and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or in either of the two calendar years preceding such payments.

1

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

2

EXHIBIT 3.01(e)-3

FORM OF
NON-BANK CERTIFICATE

 (For Non-U.S. Participants That Are Not Partnerships

For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of July 25, 2008  (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement), by and among Ticketmaster, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or in either of the two calendar years preceding such payments.

[Signature Page Follows]

1

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

2

EXHIBIT 3.01(e)-4

FORM OF
NON-BANK CERTIFICATE

 (For Non-U.S. Participants That Are Partnerships

For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of July 25, 2008  (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement), by and among Ticketmaster, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its partners/members are “ten percent shareholders” of the US Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, (v) none of its partners/members are “controlled foreign corporation(s)” related to the Borrower, as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners’/members’ conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or in either of the two calendar years preceding such payments.

 
[Signature Page Follows]

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

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EXHIBIT 7.02(b)

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                  ,             

To:          JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement), among Ticketmaster, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

The undersigned Responsible Officer(1) hereby certifies as of the date hereof that he/she is the                           of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1.             Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 7.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.             Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date.  Such consolidated financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as applied under the Agreement for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

[select one:]

[2.            No Default or Event of Default exists as of the date hereof.] —or—

(1)This certificate should be from the chief executive officer, chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower.

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[2.          The following is a list of each Default and Event of Default in existence as of the date hereof, and its nature and extent and the Borrower’s proposed actions with respect thereto: [   ].]

3.             The financial covenant analyses and information set forth on Schedule 2 is being provided pursuant to Section 7.02(b) of the Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate                                                  as of                     ,                    ..

TICKETMASTER

By:

Name:

Title:

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SCHEDULE 1
to the Compliance Certificate

Financial Statements

(See attached.)

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SCHEDULE 2(2)

to the Compliance Certificate

Covenant Analysis

($ in 000’s)

I.	Section 8.10(b) — Consolidated Interest Coverage Ratio.
	A.	Consolidated EBITDA as of the last day of each period of four consecutive fiscal quarters then ending (“Subject Period”) for the Consolidated Group calculated on a pro forma basis:			$
		1.	Consolidated Net Income for Subject Period:		$
		2.	Plus, in each case solely to the extent such expenses were deducted in arriving at Consolidated Net Income for the Subject Period:
				a. Consolidated Interest Expense (without giving effect to the second proviso of the definition of Consolidated Interest Expense):	$
				b. Provision for taxes, to the extent based on income or profits:	$
				c. Amortization and depreciation:	$
				d. The amount of all expenses incurred in connection with the closing and funding of the Credit Agreement, the Senior Notes and the Transactions:	$
				e. The amount of all non-cash deferred compensation expense:	$
				f. The amount of all expenses associated with the early extinguishment of Indebtedness permitted to be incurred under the Credit Agreement:	$
				g. any losses from sales of Property, other than sales in the ordinary course of business:	$

(2)In the event of any inconsistency between (x) the requirements for calculating compliance with any covenant or disclosing information in this Form of Compliance Certificate, and (y) the requirements for calculating compliance with any covenant or disclosing information in the Agreement, the terms of the Agreement shall govern.

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

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

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

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For the Quarter/Year ended                                       (“Statement Date”)

Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement and without duplication)

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

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the Transactions

(e) the amount of all non-cash deferred compensation expense

(f) the amount of all expenses associated with early extinguishment of Indebtedness permitted to be incurred under the Credit Agreement

(g) any losses from sales of Property, other than sales in the ordinary course of business

(h) any non-cash impairment loss of goodwill or other intangibles required to be taken pursuant to GAAP

(i) any non-cash expense recorded with respect to stock options or other equity-based compensation

(j) an extraordinary loss in accordance with GAAP

(k) any restructuring, non-recurring or other unusual item of loss or expense (including write-offs and write-downs of assets), other than any write-off or write-down of inventory or accounts receivable, subject to

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certain limitations

(l) any non-cash loss related to discontinued operations

(m) any other non-cash charges (other than write-offs or write-downs of inventory or accounts receivable)

Minus, in each case solely to the extent such expenses increased Consolidated Net Income:

(a) any extraordinary gain in accordance with GAAP

(b) any nonrecurring item of gain or income (including write-ups of assets), other than any write-up of inventory or accounts receivable

(c) any gains from sales of Property, other than from sales in the ordinary course of business

(d) any non-cash gain related to discontinued operations

(e) the aggregated amount of all other non-cash items increasing Consolidated Net Income

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Consolidated EBITDA:

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For the Quarter/Year ended                                       (“Statement Date”)

Subject Dispositions and Involuntary Dispositions
(in accordance with the definition of Subject Dispositions
and Involuntary Dispositions as set forth in the Agreement)

With respect to the fiscal quarter or, if applicable, fiscal year to which this certificate relates, the following are the Subject Dispositions and Involuntary Dispositions (including any Major Disposition as to which the Borrower has already provided notice to the Administrative Agent in accordance with Section 7.02 (g) of the Credit Agreement) that occurred during such period and for which the Net Cash Proceeds:

1.  received in such Subject Disposition (or series of related Subject Dispositions) exceeded $5,000,000; or

2.  received in such Involuntary Disposition (or series of related Involuntary Dispositions) exceeded $5,000,000; and

3.  received for all Subject Dispositions and Involuntary Dispositions exceeded $10,000,000 in the aggregate

Description of such Disposition(s):

Net Cash Proceeds from such Disposition(s):

Intended use of Net Cash Proceeds from such Disposition(s):

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For the Quarter/Year ended                                       (“Statement Date”)

Cumulative Credit
(in accordance with the definition of Cumulative Credit
as set forth in the Agreement, without duplication)

Cumulative Credit	Quarter Ended	Quarter Ended	Quarter Ended	Quarter Ended	Twelve Months Ended
(a) Consolidated Excess Cash Flow(1)
(b) plus, without duplication of any amounts referred to in clause (d), the aggregate amount of Net Cash Proceeds of any issuance of Qualified Capital Stock of the Borrower (but not including any issuance or purchase referred to in Sections 8.02(c), 8.02(r) or 8.06(s)) after the Funding Date and at or prior to such time for common equity of the Borrower
(c)  plus, the amount of Domestic Cash and Foreign Cash(2)

(1)To the extent this Compliance Certificate is not being delivered with respect to a fiscal year end, 25% of the Consolidated Excess Cash Flow generated in the fiscal quarter to which this Compliance Certificate relates shall not be counted toward calculating Consolidated Excess Cash Flow until the financial statements for the fiscal year in which this fiscal quarter falls have been delivered pursuant to Section 7.01(a) and all prepayments that may be required pursuant to Section 2.06(b)(iv) with respect to the Consolidated Excess Cash Flow generated in such fiscal year have been made.

(2)In the case of a use of the Cumulative Credit to make an Investment pursuant to Section 8.02(k) only.

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(d) plus, to the extent not otherwise reflected in Consolidated Excess Cash Flow, the amount of cash returns on any Investment made pursuant to Section 8.02(k) (other than any Investment subsequently deemed to be made pursuant to Section 8.02(e)) in a Person other than the Borrower or a Subsidiary (to the extent such Investment was made through the use of the Cumulative Credit) resulting from interest payments, dividends, repayments of loans or advances or profits from Dispositions of Property, in each case to the extent actually received by the Borrower or a Guarantor at or prior to such time

(e) minus, the aggregate amount of Investments and Restricted Payments made since the Funding Date pursuant to Sections 8.02(k) (excluding Investments subsequently deemed to have been made pursuant to Section 8.02(e)) and 8.06(f), respectively, through

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utilization of the Cumulative Credit (excluding such proposed use of the Cumulative Credit, but including any other simultaneous proposed use of the Cumulative Credit)

(f) minus the ECF Application Amount for each fiscal year of the Borrower, to the extent the financial statements for such fiscal year have been delivered pursuant to Section 7.01 (a)

Cumulative Credit (other than for Section 8.02(k):

Cumulative Credit available for Section 8.02(k) only:

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EXHIBIT 7.12

FORM OF
JOINDER AGREEMENT

Reference is made to the Credit Agreement, dated as of July 25, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement,” capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement), among Ticketmaster, as Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

W I T N E S S E T H:

WHEREAS, the Guarantors have entered into the Credit Agreement and the Security Agreement in order to induce the Lenders to make the Loans and the L/C Issuer to issue Letters of Credit to or for the benefit of the Borrowers;

WHEREAS, pursuant to Section 7.13 of the Credit Agreement, the undersigned Subsidiary (the “New Guarantor”) is required to become a Subsidiary Guarantor under the Credit Agreement by executing a Joinder Agreement.  The New Guarantor is executing this joinder agreement (“Joinder Agreement”) to the Credit Agreement in order to induce the Lenders to make additional Revolving Loans and the L/C Issuer to issue Letters of Credit and as consideration for the Loans previously made and Letters of Credit previously issued.

NOW, THEREFORE, the Administrative Agent, Collateral Agent and the New Guarantor hereby agree as follows:

a.             Guaranty.  In accordance with Section 7.12 of the Credit Agreement, the New Guarantor by its signature below becomes a Subsidiary Guarantor under the Credit Agreement with the same force and effect as if originally named therein as a Subsidiary Guarantor.

b.             Representations and Warranties.  The New Guarantor hereby (a) agrees to all the terms and provisions of the Credit Agreement applicable to it as a Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof.  Each reference to a Guarantor in the Credit Agreement shall be deemed to include the New Guarantor.  The New Guarantor hereby attaches supplements to each of the schedules to the Credit Agreement applicable to it.

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c.             Severability.  Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

d.             Counterparts.  This Joinder Agreement may be executed in counterparts, each of which shall constitute an original.  Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.

e.             No Waiver.  Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

f.              Notices.  All notices, requests and demands to or upon the New Guarantor, any Agent or any Lender shall be governed by the terms of Section 11.02 of the Credit Agreement.

g.             Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[Signature Pages Follow]

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

[NEW GUARANTOR]
By:
	Name:
	Title:

Address for Notices:

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EXHIBIT 11.06

FORM OF
ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each](2) Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4)  Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swingline Loans included in such facilities(5)) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and

(1)For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the second bracketed language.

(2)For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second bracketed language.

(3)Select as appropriate.

(4)Include bracketed language if there are either multiple Assignors or multiple Assignees.

(5)           Include all applicable subfacilities.

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assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.             Assignor[s]:

2.             Assignee[s]:

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

3.             Borrower:     Ticketmaster

4.Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

5.Credit Agreement:     Credit Agreement, dated as of July 25, 2008, among Ticketmaster, the Guarantors party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent

6.             Assigned Interest:

Assignor[s](6)	Assignee[s](7)	Facility Assigned(8)	Aggregate Amount of Commitment/Loans for all Lenders(9)	Amount of Commitment /Loans Assigned	Percentage Assigned of Commitment/ Loans(10)		CUSIP Number
			$	$		%
			$	$		%
			$	$		%

(6)List each Assignor, as appropriate.

(7)List each Assignee, as appropriate.

(8)Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term A Loan”, etc.).

(9)Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

(10)Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

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[7.            Trade Date:           ](11)

Effective Date:                          , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title:

[Consented to and](12) Accepted:
JPMorgan Chase Bank, N.A., as
Administrative Agent
By:
	Title:
[Consented to:](13)
By:
	Title:

(11)To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

(12)To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

(13)To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement.

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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

[                                      ](14)

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.             Representations and Warranties.

1.1.          Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2.          Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(v) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to

(14)Describe Credit Agreement at option of Administrative Agent.

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the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.             Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3.             General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

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“Applicable Percentage” means (i) with respect to Term B Loans, (x) 3.253.875% in the case of Eurodollar Rate Loans and (y) 2.252.875% in the case of Base Rate Loans and (ii) with respect to Revolving Loans, Swingline Loans, Letter of Credit Fees and Term A Loans the following percentages per annum:

APPLICABLE PERCENTAGES FOR REVOLVING LOANS, SWINGLINE LOANS,
LETTER OF CREDIT FEES AND TERM A LOANS

Pricing Level	Consolidated Total Leverage Ratio	Eurodollar Rate Loans (other than for Revolving Loans)		Base Rate Loans (other than for Revolving Loans)		Eurodollar Rate Loans (for Revolving Loans) and Letter of Credit Fees		Base Rate Loans (for Revolving Loans)
I	< 1.50:1.00	2.252.875	%	1.251.875	%	1.752.375	%	0.751.375	%
II	> 1.50 but < 2.25:1.00	2.503.125	%	1.502.125	%	2.002.625	%	1.001.625	%
III	> 2.25 but < 3.00:1.00	2.753.375	%	1.752.375	%	2.252.875	%	1.251.875	%
IV	> 3.00:1.00	3.003.625	%	2.002.625	%	2.503.125	%	1.502.125	%

Applicable Percentages for Revolving Loans, Swingline Loans, Letter of Credit Fees and Term A Loans will be based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b). Any increase or decrease in such Applicable Percentage resulting from a change in the Consolidated Total Leverage Ratio shall become effective on the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b); provided, however, that if (i) a Compliance Certificate is not delivered when due in accordance therewith or (ii) an Event of Default pursuant to Section 9.01(a), (f) or (h) has occurred and is continuing, then, in the case of clause (i) pricing level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the first Business Day immediately following delivery thereof, and in the case of clause (ii) pricing level IV shall apply as of the first Business Day after the occurrence of such Event of Default until the first Business Day immediately following the cure or waiver of such Event of Default.  The Applicable Percentage in effect from the Closing Date through the date for delivery of the Compliance Certificate for the first full fiscal quarter ending after the Closing Date shall be determined based upon pricing level III for Revolving Loans, Swingline Loans, Letter of Credit Fees and Term A Loans.

Determinations by the Administrative Agent of the appropriate pricing level shall be conclusive absent manifest error.

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

EX-31.1

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Exhibit 31.1

Certification

I, Irving Azoff, Chief Executive Officer of Ticketmaster Entertainment, Inc., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Ticketmaster Entertainment, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

[Intentionally deleted];



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2009 /s/ IRVING AZOFF
Irving Azoff
Chief Executive Officer

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Exhibit 31.1

Certification

EX-31.2

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Exhibit 31.2

Certification

I, Brian Regan, Chief Financial Officer of Ticketmaster Entertainment, Inc., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Ticketmaster Entertainment, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

[Intentionally deleted];



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2009 /s/ BRIAN REGAN
Brian Regan
Executive Vice President and Chief Financial Officer

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Exhibit 31.2

Certification

EX-32.1

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Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350

        In connection with the Quarterly Report of Ticketmaster Entertainment, Inc. (the "Company") on Form 10-Q for the quarterly period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Irving Azoff, Chief Executive Officer of the Company, and Brian Regan, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

        1.     The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

        2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2009	/s/ IRVING AZOFF Irving Azoff Chief Executive Officer
Date: November 9, 2009	/s/ BRIAN REGAN Brian Regan Executive Vice President and Chief Financial Officer

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Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350