INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT

EXHIBIT 4.2

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this “Amendment”) dated as of November 3, 2006, to the CREDIT AGREEMENT dated as of December 21, 2005 (the “Credit Agreement”), among LIVE NATION, INC. (f/k/a CCE SPINCO, INC.), LIVE NATION WORLDWIDE, INC. (f/k/a SFX ENTERTAINMENT, INC.) and the FOREIGN BORROWERS party thereto, as Borrowers, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, J.P. MORGAN EUROPE LIMITED, as London Agent, and BANK OF AMERICA, N.A. (“BofA”), as Syndication Agent.

A. Pursuant to the Credit Agreement, the Lenders and the Issuing Banks (such terms and each other capitalized term used but not defined herein having the meaning assigned to such term in the Credit Agreement (as amended hereby)) have extended credit to the US Borrower, and have agreed to extend credit to the Borrowers, in each case pursuant to the terms and subject to the conditions set forth therein.

B. Pursuant to Section 2.21 of the Credit Agreement, the US Borrower has requested that the Incremental Term Lenders provide Incremental Term Loans to the US Borrower under the Credit Agreement in an aggregate principal amount of U.S. $200,000,000.

C. The Incremental Term Lenders are willing to provide such Incremental Term Loans to the US Borrower pursuant to the terms and subject to the conditions set forth herein.

D. J.P. Morgan Securities Inc. (“JPMorgan”) and Banc of America Securities LLC (“BAS” and, together with JPMorgan, the “Lead Arrangers”) will act as co-lead arrangers and joint bookrunners in respect of such Incremental Term Loans.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. As used in this Amendment, the following terms have the meanings specified below:

“Amendment Transactions” means the execution and delivery of this Amendment and the Reaffirmation Agreement (as defined in Section 10(g) hereof) by each Person party hereto or thereto, the satisfaction of the conditions to the effectiveness hereof and thereof and the consummation of the transactions contemplated hereby and thereby.

“HOBE” means HOB Entertainment, Inc., a Delaware corporation.

“HOBE Acquisition” means the US Borrower’s acquisition of HOBE, pursuant to the HOBE Merger Agreement.

“HOBE Merger Agreement” means the Agreement and Plan of Merger, dated as of June 30, 2006, by and among the US Borrower, Harry Merger Sub Inc., a Delaware corporation, HOBE and the stockholders party thereto.

“Incremental Effective Date” shall mean the first Business Day on or after November 3, 2006, on which all the conditions set forth or referred to in Section 10 hereof shall have been satisfied (or waived by each of the Administrative Agent and the Incremental Term Lenders), but in no event later than November 10, 2006.

“Incremental Term Lenders” means the Persons listed on Schedule 1 hereto.

“Incremental Term Commitment” means, with respect to each Incremental Term Lender, the commitment of such Incremental Term Lender to make an Incremental Term Loan hereunder on the Incremental Effective Date, expressed as an amount representing the maximum principal amount of the Incremental Term Loan to be made by such Incremental Term Lender hereunder, as set forth on Schedule 1 hereto. The aggregate amount of the Incremental Term Commitments of all Incremental Term Lenders as of the date of this Amendment will be U.S. $200,000,000.

SECTION 2. Commitment. Subject to the terms and conditions set forth herein, each Incremental Term Lender agrees to make an Incremental Term Loan to the US Borrower on the Incremental Effective Date in a principal amount not exceeding such Incremental Term Lender’s Incremental Term Commitment. The funding of the Incremental Term Loans on the Incremental Effective Date shall be consummated at a closing to be held at the offices of Cravath, Swaine & Moore LLP, or at such other place as the US Borrower and the Administrative Agent shall agree upon. Unless previously terminated, the Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the Incremental Effective Date.

SECTION 3. Amendments to Section 1.01. (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“Incremental Assumption Agreement” means the Incremental Assumption Agreement and Amendment No. 1 dated as of November 3, 2006, among Parent, the US Borrower, the Incremental Term Lenders party thereto and the Administrative Agent.

“Incremental Effective Date” has the meaning set forth in Section 1 of the Incremental Assumption Agreement.

“Incremental Term Maturity Date” means December 21, 2013.

(b) The definition of the term “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “and (b)” in the third line of the first paragraph thereof and inserting the following text in its place: “, (b) with respect to any Incremental Term Loan, (i) 1.50% per annum, in the case of an ABR Loan, or (ii) 2.50% per annum, in the case of a Eurocurrency Loan, and (c)”.

(c) The definition of the term “Commitment” in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “, Incremental Term Commitment” immediately following the text “Term Commitment”.

(d) The definition of the term “Lenders” in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “or an Incremental Assumption Agreement” immediately following the first occurrence of the text “Assignment and Assumption”.

(e) The definition of the term “Loan Documents” in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “any Incremental Document,” immediately following the text “Section 2.09(e),”.

(f) The definition of the term “Loans” in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “or an Incremental Assumption Agreement” at the end thereof.

(g) The definition of the term “Required Lenders” in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the text “, Incremental Term Loans” immediately following the first occurrence of the text “Term Loans” and (ii) inserting the text “, outstanding Incremental Term Loans” immediately following the text “outstanding Term Loans”.

(h) The definition of the term “Tranche” in Section 1.01 of the Credit Agreement is hereby amended by (i) replacing the second occurrence of the text “and” in the fourth line thereof with “,” and (ii) inserting the text “and (d) the Incremental Term Commitments and the Incremental Term Loans” at the end of such definition.

SECTION 4. Amendment to Section 2.02. Section 2.02(b) of the Credit Agreement is hereby amended by deleting clause (i) of the first proviso thereof and inserting the following text: “all Borrowings made on the Effective Date and on the Incremental Effective Date must be denominated in US Dollars;”.

SECTION 5. Amendment to Section 2.09. Section 2.09(a) of the Credit Agreement is hereby amended by replacing “and (iii)” in the sixth line thereof with “, (iii) to the Administrative Agent for the account of each Incremental Term Lender the then unpaid principal amount of each Incremental Term Loan of such Incremental Term Lender as provided in Section 2.10 and (iv)”.

SECTION 6. Amendments to Section 2.10. Section 2.10 of the Credit Agreement is hereby amended as follows:

(a) by amending clause (a) thereof by inserting the text “(i)” immediately before the text “the US Borrower” in the second line thereof and inserting the following text at the end of such clause (a): “and (ii) the US Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Term Lenders on the last Business Day of each March, June, September and December, commencing on March 31, 2007, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental Term Loans outstanding on the Incremental Effective Date”

(b) by amending clause (b) thereof by inserting the text “and all Incremental Term Loans shall be due and payable on the Incremental Term Maturity Date” at the end thereof.

SECTION 7. Amendments to Section 2.11. Section 2.11 of the Credit Agreement is hereby amended by inserting the following clause (g) at the end thereof:

“(g) Any repayment or prepayment of Term Borrowings pursuant to this Section 2.11 shall be allocated between the Term Borrowings and the Incremental Term Borrowings ratably in accordance with the respective principal amounts outstanding thereof.”

SECTION 8. Amendment to Section 9.03. Section 9.03(c) of the Credit Agreement is hereby amended by inserting the text “, outstanding Incremental Term Loans” immediately following the text “outstanding Term Loans” in the last sentence thereof.

SECTION 9. Amendment to Section 9.04. Section 9.04(b) of the Credit Agreement is hereby amended as follows:

(a) by inserting the text “or Incremental Term Loan” immediately following the text “Term Loan” in clause (i)(B) thereof.

(b) by replacing the text “or a Term Loan” in the eighth line of clause (ii)(A) thereof with the following text: “, Term Loan, Incremental Term Commitment or Incremental Term Loan”.

SECTION 10. Conditions to Funding. The obligations of the Incremental Term Lenders to make the Incremental Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied:

(a) The Administrative Agent (or, in the case of clause (ii) below, its counsel) shall have received (i) from the US Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing request with respect to the Borrowing of the Incremental Term Loans (A) that complies with the requirements of Section 2.03 of the Credit Agreement and (B) pursuant to which the US Borrower agrees that the provisions of Section 2.16 of the Credit Agreement shall apply to any failure by the US Borrower to borrow the Incremental Term Loans on the Incremental Effective Date and (ii) from each of Parent, the US Borrower and the Incremental Term Lenders party hereto, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

(b) The HOBE Acquisition shall have been consummated prior to, or substantially concurrently with, the funding of the Incremental Term Loans in accordance with applicable law, the HOBE Merger Agreement and all other related documentation (without giving effect to any amendments or waivers to or of such documents that are adverse to the Incremental Term Lenders that have not been approved by the Lead Arrangers). The Administrative Agent and the Lead Arrangers shall have received certified copies of the HOBE Merger Agreement, all exhibits and schedules thereto and all material certificates and other documents delivered thereunder.

(c) The consummation of the Amendment Transactions and the other transactions contemplated hereby shall not result in (i) a violation by Parent or any of its Subsidiaries of any material law, rule or regulation generally applicable to Parent or any of its Subsidiaries or (ii) a default or event of default under any existing material obligation of Parent or any of its Subsidiaries under any agreement to which Parent or any of its Subsidiaries is a party, in each case after giving effect to the Amendment Transactions and the other transactions contemplated hereby, and the Administrative Agent and the Lead Arrangers shall have received a favorable written opinion (addressed to the Administrative Agent and the Incremental Term Lenders and dated the Incremental Effective Date) of each of (x) Fulbright & Jaworski, LLP, special counsel for the US Borrower, and (y) other counsel to Parent, the US Borrower and the other Subsidiaries, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Each of Parent and the US Borrower hereby requests such counsel to deliver such opinions.

(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Amendment Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Amendment Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(e) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied, (ii) all property, assets and businesses acquired in the HOBE Acquisition (other than Excluded Assets) shall constitute Collateral and each applicable Loan Party and HOBE and each of its subsidiaries shall be a Guarantor and shall have complied with the requirements of Section 5.11, (iii) HOBE shall be in a business of the t