Related Party Transactions and Outside Related Director Information

Live Nation (LYV)

6/2/2006 8K Information

Consideration Received by Cohl in the Transaction and Cohl’s Interests in the CPI Entities following the Transaction

Pursuant to the terms of the Purchase Agreement, Concert Productions and CPI Entertainment sold to SFX an aggregate 50.0% ownership interest in each of the Non-Touring Companies. Cohl owns a 72.37% direct interest in Concert Productions, which, in turn, owns 100% of CPI Entertainment. Consequently, through his ownership interest in Concert Productions, Cohl indirectly received consideration in this sale of (i) $72,370 in cash, and (ii) 54,419 Restricted Shares.

Following the Transaction, Cohl retains an approximate 36.2% indirect interest in each of the Non-Touring Companies, through his ownership interest in Concert Productions, but does not hold any ownership interest in the Touring Companies. However, pursuant to the terms of a Securityholders Agreement (the “Securityholders Agreement”), dated May 26, 2006, by and among Live Nation, SFX, the Sellers, Cohl, and the CPI Entities, Cohl currently serves as the “CPI Representative” (as defined in the Securityholders Agreement) and holds an irrevocable proxy for all of the voting interests of the CPI Entities, other than the voting interests held by SFX. As the CPI Representative, Cohl exercises sole voting power with respect to 50.0% of the voting interests of the Non-Touring Companies and 49.9% of the voting interests of the Touring Companies. SFX holds the remaining voting interests of these companies.

Securityholders Agreement

The Securityholders Agreement provides further rights and obligations of the parties thereto with respect to their interests in, and the operations of, the CPI Entities. Under the terms of the Securityholders Agreement, (i) Concert Productions and CPI Entertainment are entitled to an annual management fee for certain office and administrative expenses they incur on behalf of Cohl and the CPI Entities, which was set at $200,000 for the 2006 fiscal year and is payable by the CPI Entities; (ii) upon achieving their budgeted consolidated pre-tax net income for any year, the CPI Entities are required to fund an annual bonus pool equal to 10% of the actual consolidated pre-tax net income of the CPI Entities, which is payable to Cohl and the other employees of the CPI Entities in such amounts as determined by their Boards of Directors (after giving due consideration to the recommendation of Cohl); (iii) to the extent permitted by applicable law, the CPI Entities are required to annually distribute their consolidated net income (subject to certain timing adjustments) to their securityholders; and (iv) Live Nation is required to provide certain tour management and other support services to the Touring Companies without additional consideration other than (x) reimbursement of incremental costs incurred by Live Nation and (y) a 15% finders fee for sponsorship services provided by Live Nation to the Touring Companies.

Additionally, upon the occurrence of a Trigger Event (as defined below), Cohl has the right to purchase a 0.1% interest in each of the Touring Companies, thereby reducing SFX’s interest in the Touring Companies from 50.1% to 50.0%. If Cohl exercises such right, he will have the right to nominate an additional member to each of the Touring Companies’ Board of Directors. Pursuant to the Securityholders Agreement, a “Trigger Event” includes, among others, any action by the Touring Companies’ Boards of Directors that materially limits or restricts the CPI Entities’ ability to seek or pursue global touring rights for any music concert, that materially reduces the budgeted fixed costs of any CPI Entity (and such reduction can not be reasonably justified in light of prevailing business circumstances) or disapproves the acquisition of certain global music touring rights. Upon Cohl exercising this purchase right, Live Nation has the right (the “Forced Sale Right”) to require all of the assets or equity interests of the CPI Entities to be sold pursuant to certain procedures set forth in the Securityholders Agreement. If Live Nation exercises the Forced Sale Right, then Cohl, on behalf of the Sellers, will have a right to match the final terms upon which the assets or equity interests of the CPI Entities are proposed to be sold by Live Nation.

Except through the CPI Entities, Live Nation may not pursue any project relating to the Business that Cohl or any other employee of the CPI Entities originated. Additionally, Live Nation must provide the Non-Touring Companies the first and exclusive right to manage the Phantom-Vegas and Cirque Arena tour projects on mutually agreeable terms. If mutually agreeable terms are not reached, then Live Nation may not engage a third party to manage the Phantom-Vegas and Cirque Arena tour projects without first offering the Non-Touring Companies a matching right to manage the projects.

The Securityholders Agreement also sets forth provisions governing the treatment of rebates and other similar payments received by Live Nation, provides Cohl certain indemnification rights with respect to personal guarantees he previously made, restricts the transferability of equity interests in the CPI Entities, provides for the make-up of the CPI Entities’ Boards of Directors (including Cohl’s right to appoint directors), provides Cohl the exclusive right to approve certain corporate actions of the Touring Companies, and sets forth provisions governing the forced sale of the CPI Entities upon the occurrence of certain events.

Services Agreement

On May 26, 2006, KSC Consulting (Barbados) Inc. (“KSC”), a consulting company affiliated with Cohl, entered into a Services Agreement (the “Services Agreement”) with the CPI Entities. Pursuant to the Services Agreement, KSC agreed to provide the services of Cohl to serve as Chief Executive Officer of each of the CPI Entities for a term of five years (the “Term”). In exchange for Cohl’s services, the CPI Entities will pay KSC an annual aggregate fee of $1,036,000 (the “Service Fee”) and reimburse KSC for its actual costs in providing Cohl an employee benefit package; provided, however, the CPI Entities are not required to reimburse KSC more than Live Nation’s actual costs of providing such benefit package to its senior executives who reside in the United States (the “Benefit Reimbursement Amount”). KSC is also entitled to be reimbursed for all normal and reasonable travel and entertainment expenses (collectively, the “Out-of-Pocket Expenses”) it or Cohl incurs in rendering the employment services. Under the Services Agreement, Cohl is not required to devote his full working time and efforts to the business and affairs of the CPI Entities, but is required to provide such time and attention as required to direct and manage the day-to-day operations of each of the CPI Entities. For example, Cohl has the right, subject to certain conditions, to render services to the Rolling Stones for his own account and to pursue certain business opportunities that were initially offered to, but declined by, the CPI Entities.

If the CPI Entities terminate the Services Agreement without Cause (as defined in the Services Agreement), or if KSC terminates the Services Agreement for Good Reason (as defined in the Services Agreement), then the CPI Entities will pay to KSC (i) any accrued and unpaid Service Fee and the Benefit Reimbursement Amount incurred through the date of such termination, and (ii) an amount equal to the discounted present value of the remaining unpaid installments of the Service Fee and the Benefit Reimbursement Amount from the date of such termination through the remainder of the Term. KSC is also entitled to any unpaid Out-of-Pocket Expenses as of the date of termination. The Services Agreement also imposes upon KSC and Cohl certain confidentiality, non-solicitation and non-competition obligations.

Credit Agreement

In connection with the Transaction, SFX, as the lender, and Live Nation, as the guarantor, entered into a Credit Agreement (the “Credit Agreement”) on May 26, 2006 with the CPI Entities agreeing to extend loans to each of them for all their working capital and project funding requirements. Under the terms of the Credit Agreement, the CPI Entities may borrow funds to purchase assets and/or entities or reimburse funds advanced from Concert Productions and CPI Entertainment, as well as for payments of permitted dividends to their securityholders. At the beginning of each calendar quarter, commencing with the quarterly period beginning July 1, 2006, SFX and the CPI Entities will meet to determine the anticipated cash needs of each CPI Entity, and the amount of payments each CPI Entity is expected to make under the Credit Agreement, during such quarter. Additional advances may be made during a calendar quarter pursuant to certain procedures set forth in the Credit Agreement.

On May 26, 2006, SFX made an initial $16,915,313 advancement under the Credit Agreement for the purpose of funding the CPI Entities’ reimbursement to the Sellers and certain parties related to the Sellers of (i) working capital expenses incurred by the CPI Entities since July 1, 2005, (ii) investments previously made in certain projects already in development by the CPI Entities, and (iii) certain costs incurred in connection with the corporate reorganization of the CPI Entities immediately prior to the closing of the Transaction. Additionally, under the terms of the Purchase Agreement, one or more of the Sellers and/or Cohl will transfer certain other entertainment projects to the CPI Entities, whereupon, the CPI Entities will reimburse such Sellers and/or Cohl for their previous investments in such projects. The CPI Entities may fund these reimbursements to such Sellers and/or Cohl through loans made under the Credit Agreement.

All loans made under the Credit Agreement bear interest at a specified rate, based on the type of project that is being financed and SFX’s average cost of borrowed funds, and are secured by substantially all of the material assets of the CPI Entities. The Credit Agreement terminates on May 26, 2011, at which time SFX is only required to make further loans under the Credit Agreement that relate to certain projects that were approved prior to such date. All outstanding loans, together with any accrued and unpaid interest, are due on the Credit Agreement’s termination date and generally must be repaid with CPI Entities’ existing cash and future revenues.

Under the terms of the Credit Agreement, SFX has agreed to apply for certain letters of credit, and to cause financial institutions with whom it has a relationship to issue letters of credit, for the benefit of the CPI Entities. Amounts advanced under any such letters of credit will be treated as an advance to the CPI Entities under the Credit Agreement, and must be repaid in the manner provided for all other advances made under the Credit Agreement.

The above descriptions of the Purchase Agreement, Securityholders Agreement, Services Agreement and Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached to this report as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated by reference herein.

12/8/2005 10-12B/A Information

Mr. Lowry Mays is the father of Mark P. Mays and Randall T. Mays, who serve as the President and Chief Executive Officer, and the Executive Vice President and Chief Financial Officer of Clear Channel, respectively. Clear Channel Communications has provided funding for certain of the Company's acquisitions of net assets. The Company purchases advertising from Clear Channel Communications and its subsidiaries. For the years ended December 31, 2004, 2003 and 2002, the Company recorded $16.7 million, $15.7 million and $16.4 million, respectively, in expense for these advertisements. It is the Company's opinion that these transactions were recorded at fair value. Clear Channel Communications owns the trademark and trade names used by the Company.

Mrs. McNab is the daughter of B. J. McCombs, the co-founder of Clear Channel Communications.