SFX Entertainment Inc · S-1/A · On 1/22/98 · EX-10.27

Filed On 1/22/98   ·   SEC File 333-43287   ·   Accession Number 950136-98-76

Pre-Effective Amendment to Registration Statement (General Form)   ·   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amended Registration Statement                        18    106K 
 2: EX-10.12    Indenture of Lease                                    66    296K 
 3: EX-10.20    Lease and Agreement                                  157    326K 
 4: EX-10.27    Partnership Agreement                                238    783K 
 5: EX-10.28    Purchase Agreement                                    33    147K 
 6: EX-10.29    Letter Purchase Agreement                              8     40K 
 7: EX-10.30    Extended Events Management Agreement                  64    254K 
 8: EX-10.31    Operator Lease Agreement                             120    395K 
 9: EX-10.32    Addendum to Operator Lease Agreement                   3     20K 
10: EX-10.33    Memorandum of Lease                                    5     22K 
11: EX-10.34    Lease Agreement                                      164    573K 
12: EX-10.35    First Amendment to Lease Agreement                     6     35K 
13: EX-10.36    Second Amendment to Lease Agreement                   35    136K 
14: EX-10.37    Third Amendment to Lease Agreement                    14     47K 
15: EX-10.38    Fourth Amendment to Lease Agreement                    5     22K 
16: EX-10.39    Three Way Agreement                                   17     74K 
17: EX-10.40    Lease Agreement Dated as of December 1, 1989          78    263K 
18: EX-10.41    Assignment of Ground Lease                            19     81K 
19: EX-10.42    Partnership Agreement                                 38    140K 
20: EX-10.43    First Amendment to Partnership Agreement               2     18K 
21: EX-10.44    Lease Agreement                                       43    152K 
22: EX-10.45    Amendment to Lease Agreement                           4     24K 
23: EX-10.46    Mutual Recognition Agreement                          21     79K 
24: EX-10.47    Development Management Agreement                      14     61K 
25: EX-10.48    Partnership Agreement                                 16     94K 
26: EX-10.49    First Amendment to Partnership Agreement               2     20K 
27: EX-10.50    Partnership Agreement                                 49    199K 
28: EX-10.51    Lease Agreement                                       53    174K 
29: EX-10.52    First Amendment to Lease Agreement                    51    181K 
30: EX-10.53    Partnership Agreement Dated as of April 4, 1997       49    180K 
31: EX-10.54    Agreement Dated as of October 1, 1991                 88    290K 
32: EX-10.55    Concession Lease                                     100    373K 
33: EX-10.56    Partnership Formation Agreement                       10     49K 
34: EX-10.57    Lease and Use Agreement                               78    171K 
35: EX-10.58    Agreement Dated as of October 10, 1988                86    243K 
36: EX-10.59    Amended Indenture of Lease                           156    434K 
37: EX-10.60    Amendment to Lease Agreement                           6     24K 
38: EX-10.61    Agreement Regarding Sublet                            12     45K 
39: EX-10.62    First Amendment to Sublease                            3     18K 
40: EX-10.63    Second Amendment to Sublease                           2     16K 
41: EX-10.64    Third Amendment to Sublease                            2     16K 
42: EX-10.65    Memorandum of Agreement                                6     30K 
43: EX-10.66    Assignment of Sublease                                 6     34K 
44: EX-10.67    Assignment of Sublease                                 6     38K 
45: EX-10.68    Assignment of Agreement                                6     34K 
46: EX-10.69    Assignment of Agreement                                6     37K 
47: EX-10.70    Lease                                                 86    268K 
48: EX-10.71    Master Licensed User Agreement                        37    136K 
49: EX-10.72    Joint Venture Agreement                               19     55K 
50: EX-10.73    Amended and Restated Employment Agreement             20     83K 
51: EX-10.74    Second Amended & Restated Partnership Agreement       62    182K 
52: EX-10.75    Employment Agreement                                  37     96K 
53: EX-10.76    Employment Agreement                                  37     95K 
54: EX-10.77    Sfx Entertainment, Inc. Letter                         5     31K 
55: EX-10.78    Summary of Principal Terms and Conditions             11     55K 

EX-10.27   ·   Partnership Agreement
Exhibit Table of Contents

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 PARTNERSHIP AGREEMENT

 FOR

 PAVILION PARTNERS

 a partnership between

SM/PACE, INC.,
a wholly owned subsidiary of
PACE Music Group, Inc.

 and

AMPHITHEATER ENTERTAINMENT PARTNERSHIP
a Delaware general partnership
 whose sole general partners are
(i) YM Corp., a wholly-owned
         subsidiary of Sony Music Entertainment Inc. and
        (ii) Charlotte Amphitheater Corporation, an indirect
wholly-owned subsidiary of
 Blockbuster Entertainment Corporation and
(iii) The Westside Amphitheatre Corporation,
an indirect wholly-owned subsidiary of
 Blockbuster Entertainment Corporation

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 TABLE OF CONTENTS

 ARTICLE I

Definitions ..........................................................1         
1.1   Admission Agreement.......................................1   
1.2   Affiliate.................................................1   
1.3   Amphitheater..............................................1   
1.4   Amphitheater Cost Limit...................................2   
1.5   Amphitheater Loan.........................................2   
1.6   Amphitheater Pro Forma....................................3   
1.7   Annual Operating Budget...................................3   
1.8   Approved Project..........................................3   
1.9   Balloon Amphitheater Loan.................................3   
1.10  Blockbuster...............................................3   
1.11  Blockbuster's Initial Contribution Amount.................3   
1.12  Blockbuster Guaranty......................................3   
1.13  Blockbuster Specific Obligations..........................3   
1.14  Blockbuster Subsidiary....................................4   
1.15  Blockbuster Subsidiary Cash Amount........................4   
1.15A Budget Year...............................................4   
1.16  Budgeted Project Cost.....................................4   
1.17  Camden Amphitheater.......................................4   
1.18  Camden Asset..............................................4   
1.19  Capital Account...........................................5   
1.20  Cash Flow.................................................5   
1.21  Cash Flow from Operations.................................5   
1.22  Charlotte Amphitheater....................................5   
1.23  Charlotte Asset ..........................................5   
1.24  Charlotte Loan ...........................................5   
1.25  Code......................................................5   
1.26  Concession Loan...........................................5   
1.27  Construction/Acquisition Recourse Obligations.............5   
1.28  Construction Completion Date..............................6   
1.29  Construction Costs........................................6   
1.30  Contributed Project Funds............................ ....6   
1.31  Controlling Interest......................................6   
1.32  Cost Overruns.............................................6   
1.33  CPI.......................................................6   
1.34  Debt Coverage Ratio.......................................7   
1.35  Defaulting Partner........................................7   
1.36  Effective Date of Termination.............................7   
1.37  Event of Withdrawal.......................................7   

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1.38  Executive Committee ......................................  7 
1.39  Executory Contract .......................................  7 
1.40  Existing Assets ..........................................  7 
1.41  Existing Blockbuster Assets ..............................  8 
1.42  Existing Facility Closing ................................  8 
1.43  Existing Pace Assets .....................................  8 
1.44  Existing Sony Assets .....................................  8 
1.45  Existing Sony/Block Assets ...............................  8 
1.46  First Group ..............................................  8 
1.47  Fiscal Year ..............................................  8 
1.48  Foregone Concession Advance Amount .......................  8 
1.49  Free Cash ................................................  8 
1.50  Gross Asset Value ........................................  8 
1.51  Hard Costs ...............................................  9 
1.52  Land Acquisition Costs ...................................  9 
1.53  London Amphitheater ......................................  9 
1.54  Major Capital Improvements ...............................  9 
1.55  Manager ..................................................  9 
1.56  Market ...................................................  9 
1.57  Maximum Rate .............................................  9 
1.58  MCA/Pace Amphitheaters ...................................  9 
1.59  Nashville Amphitheater ................................... 10 
1.60  Nashville Asset .......................................... 10 
1.61  Nashville Partnership .................................... 10 
1.62  Net Value ................................................ 10 
1.63  New Amphitheater ......................................... 10 
1.64  Non-Defaulting Partner ................................... 10 
1.65  Non-Recourse Amphitheater ................................ 10 
1.66  Non-Recourse Loan ........................................ 11 
1.67  Nonrecourse Deductions ................................... 11 
1.68  Nonrecourse Liability .................................... 11 
1.69  Old Partnership Agreement ................................ 11 
1.70  Operating Obligations .................................... 11 
1.71  Operational Shortfall .................................... 11 
1.72  Pace ..................................................... 11 
1.73  Pace Rejected Amphitheater ............................... 12 
1.74  Pace's Initial Contribution Amount ....................... 12 
1.75  PEC ...................................................... 12 
1.76  PMG ...................................................... 12 
1.77  Partner Default .......................................... 12 
1.78  Partner Nonrecourse Debt ................................. 12 
1.79  Partner Nonrecourse Debt Minimum Gain .................... 12 
1.80  Partner Nonrecourse Deductions ........................... 12 
1.81  Partners ................................................. 12 

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1.82  Partnership .............................................. 12 
1.83  Partnership Act .......................................... 13 
1.84  Partnership Interest ..................................... 13 
1.85  Partnership Minimum Gain ................................. 13 
1.86  Percentage Interest ...................................... 13 
1.87  Person or person ......................................... 13 
1.88  Phoenix Amphitheater ..................................... 13 
1.89  Phoenix Asset ............................................ 13 
1.90  Pittsburgh Amphitheater .................................. 13 
1.91  Pittsburgh ............................................... 13 
1.92  Plans and Specifications ................................. 14 
1.93  Pre-opening Concessionaire Advances ...................... 14 
1.94  Principal Reduction Amount ............................... 14 
1.95  Project Budget ........................................... 14 
1.96  Project Costs ............................................ 15 
1.97  Project Loan ............................................. 15 
1.98  Proposed Amphitheater Approval Meeting ................... 15 
1.99  Proposed Amphitheater Approval Request ................... 15 
1.100 Proposed Project Budget .................................. 15 
1.101 PWOC ..................................................... 15 
1.102 Qualified Amphitheater ................................... 15 
1.103 Qualified Market ......................................... 16 
1.104 R&D Expenditures ......................................... 16 
1.105 Raleigh Amphitheater ..................................... 16 
1.106 Raleigh Asset ............................................ 16 
1.107 Raleigh Leasehold Estate ................................. 16 
1.108 Raleigh Partnership ...................................... 16 
1.109 Regulations .............................................. 17 
1.110 Representative ........................................... 17 
1.111 Renewal Loan ............................................. 17 
1.112 Replacement Loan ......................................... 17 
1.113.Restricted Funds ......................................... 17 
1.114 Restricted Portion of the Earth .......................... 17 
1.115 San Bernardino Amphitheater .............................. 17 
1.116 San Bernardino Asset ..................................... 17 
1.117 Second Group ............................................. 17 
1.118 Short Term Rate .......................................... 17 
1.119 Sinking Fund ............................................. 17 
1.120 SMP ...................................................... 17 
1.121 Soft Costs ............................................... 17 
1.122 Sony ..................................................... 18 
1.123 Sony's Initial Contribution Amount ....................... 18 
1.124 Sony/Block ............................................... 18 
1.125 Sony/Block Note #1 ....................................... 18 

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1.126 Sony/Block Note #2 ....................................... 18 
1.127 Sony/Block Notes ......................................... 18 
1.128 Sony/Block Rejected Amphitheater ......................... 19 
1.129 Sony/Block Related Party ................................. 19 
1.130 Sony/Block Shared Obligations ............................ 19 
1.131 Sony Guaranty ............................................ 20 
1.132 Sony Specific Obligations ................................ 20 
1.133 Sony Subsidiary .......................................... 20 
1.134 Sony Subsidiary Cash Amount .............................. 20 
1.135 Tampa Amphitheater ....................................... 21 
1.136 Tampa Asset .............................................. 21 
1.137 Tampa Purchase Agreement ................................. 21 
1.138 Termination Notice ....................................... 21 
1.139 Treasury Rate ............................................ 21 
1.140 Unamortized Amount ....................................... 21 
1.141 Unrestricted Funds ....................................... 21 
1.142 Unwind Amphitheater Loans ................................ 22 
1.143 Unwind Assets ............................................ 22 
1.144 Unwind Concession Loan ................................... 22 
1.145 Unwind Procedure ......................................... 22 
1.146 Westside ................................................. 22 
1.147 Woodlands Agreement ...................................... 22 
1.148 Woodlands Amphitheater ................................... 22 
1.149 Woodlands Asset .......................................... 22 
1.150 Cross-References to other Defined Terms .................. 22 

ARTICLE II                                                                      

Continuation, Name and Commencement ............................ 26 
2.1   Continuation of Partnership .............................. 26 
2.2   Partnership Name ......................................... 26 
2.3   Offices .................................................. 26 
2.4   Term of Partnership ...................................... 26 

ARTICLE III                                                                     

Purposes and Powers ............................................ 27 
3.1   Purposes of the Partnership .............................. 27 
3.2   Powers of the Partnership ................................ 27 

ARTICLE IV                                                                      

Existing Assets and                                                 
Capital Contributions .......................................... 28 

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4.1   Contribution of Woodlands Asset .......................... 28 
4.2   Contribution of Nashville Asset .......................... 28 
4.3   Ownership of the Raleigh Asset, the                           
Camden Asset, the Tampa Asset and                       
     the Pittsburgh Asset ..................................... 28
4.4   [Intentionally Left Blank] ............................... 28 
4.5   Contribution of Phoenix Asset ............................ 28 
4.6   Contribution of Charlotte Asset .......................... 28 
4.7   Contribution of San Bernardino Asset ..................... 28 
4.8   Capital Accounts; Percentage Interests ................... 28 
4.9   Transfer of the Sony Subsidiary's                             
     Partnership Interest to Sony/Block ....................... 29
4.10  Sony/Block's Initial Cash Contribution ................... 29 
4.11  Capital Contributions for Budgeted                            
     Project Cost of Approved Projects ........................ 32
4.12  Operational Shortfalls ................................... 33 
4.13  Cost Overruns ............................................ 33 
4.14  No Other Capital Contribution Obligations ................ 34 
4.15  Interim Development Costs ................................ 34 
4.16  Repayment of Temporary Construction Advance............... 35 
4.17  Special Provisions Relating to the                            
     Woodlands Agreement ...................................... 35
4.18  Minneapolis/St. Paul...................................... 39 

ARTICLE V                                                                       

Project Loans, Renewal Loans and Replacement Loans ............. 41 
5.1    Obligation of Sony/Block to Provide Project                  
      Loan .................................................... 41
5.2    Definition of Project-Loan .............................. 43 
5.3    Protection of Sony/Block Related Parties ................ 48 
5.4    Renewal Loans ........................................... 49 
5.5    Replacement Loans ....................................... 52 
5.6    Special Provisions Relating to Charlotte                     
      Amphitheater............................................. 53
5.7    Certain Defined Terms Used in Article V ................. 55 

ARTICLE VI                                                                      

Partnership's Obligation to Construct and                           
Acquire Amphitheaters .......................................... 58 
6.1   Construction of Approved Projects ........................ 58 
6.2   Purchase of Existing Amphitheaters ....................... 58 

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ARTICLE VII                                                                     

Provisions Relating to the MCA/PACE Amphitheaters .............. 60 
7.1.  Generally ................................................ 60 
7.2   Pace's Obligations to Partnership Regarding                   
     MCA/PACE Amphitheaters ................................... 60
7.3   Number of New Amphitheaters .............................. 63 
7.4   Best Efforts to Obtain a Transferable                         
  Interest .................................................

ARTICLE VIII                                                                    

Tax Allocations, Maintenance of Capital Accounts                    
and Distributions of Cash ...................................... 64 
8.1   Tax Allocations .......................................... 64 
8.2   Transferor/Transferee Allocations ........................ 67 
8.3   Maintenance of Capital Accounts .......................... 67 
8.4   Partnership's Use and Distribution                            
     of Free Cash ............................................. 70
8.5   Provisions Regarding Sinking Funds ....................... 73 
8.6   Distribution of Proceeds from Sale of an Amphitheater .... 73 
8.7   Pace's Priority Distribution .............................    

ARTICLE IX                                                                      

Unwind Procedure ............................................... 75 
9.1   Generally ................................................ 75 
9.2   Commencement of Unwind Procedure ......................... 75 
9.3   Timing of Closing the Unwind Procedure ................... 75 
9.4   Unwind Closing ........................................... 76 
9.5   Other Provisions Relating to the Unwind                       
     Procedure ................................................ 86
9.6   Effect of Partner Default on Unwind                           
     Procedure ................................................ 87

ARTICLE X                                                                       

Management of Partnership Affairs .............................. 91 
10.1  Management ............................................... 91 
10.2  Executive Committee ...................................... 91 
10.3  Manager .................................................. 92 
10.4  Meetings of the Executive Committee ...................... 95 
10.5  Annual Operating ......................................... 97 

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10.6  Development of Proposed Amphitheaters .................... 99 
10.7  Management, Booking and Consulting Services ............. 103 
10.8  Removal of Manager .......................................104 
10.9  Provisions Regarding Qualified Markets ...................106 

ARTICLE XI                                                                      

Rights and Obligations Following Termination                        
of Pace as Manager .............................................110 
11.1  Generally ................................................110 
11.2  Pace's Right to Commence Unwind Procedure ................110 
11.3  Selection and Designation of Successor                        
     Manager ..................................................111
11.4  Minimum Economic Criteria to be Imposed                       
     Upon Successor Manager ...................................112
11.5  Special Provisions Relating to Construction                   
of Approved Projects by the Partnership after           
     Removal of Pace as Manager ...............................114

ARTICLE XII                                                                     

Exclusivity, Non-Compete and Interaction with                       
partners .......................................................116 
12.1  Exclusivity ..............................................116 
12.2  Exceptions to Exclusivity ................................116 
12.3  Continuing Noncompete Covenant After                          
     Certain Circumstances ....................................117
12.4  Reformation of Unenforceable Provisions ..................121 
12.5  Partners Arms-Length Dealing with                             
     Partnership ..............................................121
12.6  Special Provisions Relating to Rejection                      
     of Qualified Amphitheaters ...............................122

ARTICLE XIII                                                                    

Fiscal Matters .................................................127 
13.1  Fiscal Year ..............................................127 
13.2  Books and Records ........................................127 
13.3  Partnership Bank Accounts ................................127 
13.4  Tax Matters and Reports ..................................127 
13.5  Tax Returns ..............................................128 
13.6  Tax Matters Partner ......................................128 
13.7  Section 754 Election .....................................128 
13.8  Reimbursement of Expenses ................................128 

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13.9  Indemnity for Constructive Termination ...................129 

ARTICLE XIV                                                                     

Representations and Warranties of Partners .....................131 
14.1  Representations and Warranties of Pace ...................131 
14.2  Representations and Warranties of                             
     Sony/Block ...............................................131
14.3  Indemnification Provisions ...............................133 

ARTICLE XV                                                                      

Transfer Restrictions ..........................................137 
15.1  Partner Interest .........................................137 
15.2  Ownership Interests in Partners ..........................138 
15.3  Transfer Triggering Events................................142 
15.4  Limited Right of Sony/Block to Admit                          
     Minority Partners ........................................148
15.5  Notices ..................................................149 
15.6  Representations and Covenants Relating                        
     to Certain Voting Rights and Matters .....................150

ARTICLE XVI                                                                     

Dissolution and Termination ....................................151 
16.1  Dissolution ..............................................151 
16.2  Option to Purchase Partnership Interest                       
     of Withdrawing Partner ...................................151
16.3  Dissolution in the Event Option is Not                        
     Exercised ................................................151
16.4  Waiver ...................................................152 
16.5  Distributions Upon Termination ...........................152 
16.6  Voluntary Withdrawal .....................................153 

ARTICLE XVII                                                                    

Default of a Partner ...........................................154 
17.1  Default ..................................................154 
17.2  Rights and Remedies ......................................154 
17.3  Special Provisions Relating to Sony/Block                     
     being a Defaulting Partner ...............................156

ARTICLE XVIII                                                                   

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Miscellaneous Provisions .......................................164 
18.1  Notices ..................................................164 
18.2  Delaware Law to Apply ....................................165 
18.3  Other Instruments ........................................165 
18.4  Headings .................................................165 
18.5  Parties Bound ............................................165 
18.6  Legal Construction .......................................165 
18.7  Counterparts .............................................166 
18.8  Gender ...................................................166 
18.9  Entire Agreement, Modification, Consents                      
     and Waivers ..............................................166
18.10 Press Release; Right to Use of Certain Names .............166 
18.11 Joinder by Parents .......................................166 
18.12 Acquisition of Partners' Interests .......................168 
18.13 Selection of Deciding Voter ..............................169 
18.14 Amendment and Restatement ................................170 

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SCHEDULE OF EXHIBITS                                                            

EXHIBIT "A"                                                                     
EXHIBIT "B"                                                                     
EXHIBIT "C"                                                                     
EXHIBIT "D"                                                                     
EXHIBIT 5.3(a)(1)                                                               
EXHIBIT 5.3(a)(2)                                                               

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 PARTNERSHIP AGREEMENT
 [PAVILION PARTNERS]

This Partnership Agreement ("Agreement") is made and entered into   
effective as of the 1st day of April, 1994 ("Effective Date"), by and among (a) 
SM/PACE, INC., a Texas corporation, (b) YM CORP., a Delaware corporation, (c)   
THE WESTSIDE AMPHITHEATRE CORPORATION, an Arizona corporation, (d) CHARLOTTE    
AMPHITHEATER CORPORATION, a Delaware corporation, and (e) AMPHITHEATER          
ENTERTAINMENT PARTNERSHIP, a Delaware general partnership. For and in           
consideration of the mutual covenants herein contained, the parties hereto      
hereby agree as follows:                                                        

 ARTICLE I

 Definitions

    As used in this Agreement, the following terms shall have the respective
meanings indicated:                                                             

    1.1 Admission Agreement: That certain Agreement to Admit New Partner and
to Amend and Restate Partnership Agreement dated October 29, 1993 and entered   
into by and among the Partnership, Pace, the Sony Subsidiary, the Blockbuster   
Subsidiary and Sony/Block.                                                      

1.2 Affiliate: With respect to any Person, any other Person that,   
directly or indirectly, through one or more intermediaries, controls, or is     
controlled by, or is under common control with, the Person specified. The term  
"control," (including, with correlative meanings, the terms "controlled by" and 
"under common control with") as used in the immediately preceding sentence, when
used with respect to any specified Person, means the power to direct the        
management and policies of such Person, directly or indirectly, whether through 
the ownership of voting securities, by contract or otherwise. For purposes of   
this Agreement, (a) neither (i) H. Wayne Huizenga nor (ii) any Person (other    
than Blockbuster and any Person directly or indirectly controlled by            
Blockbuster) directly or indirectly controlled by Wayne Huizenga shall be an    
Affiliate of Blockbuster unless, at any time hereafter, H. Wayne Huizenga shall 
own, directly or indirectly, through one or more intermediaries, 50% or more of 
Blockbuster's voting securities (or the equivalent thereof) and (b) the only    
Affiliates of the Sony Subsidiary shall be (i) Sony and (ii) Persons that are,  
directly or indirectly, through one or more intermediaries, controlled by Sony. 

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                                                         Article I - Definitions
                                                                          Page 2

     1.3 Amphitheater: Any existing or proposed open-air (with or without some
covered seating) or partially enclosed facility (excluding sports stadiums)     
which has a capacity for 2,500 patrons or more and is designed primarily as a   
venue for the presentation of live musical concerts. By way of example, and not 
limitation, the following facilities are Amphitheaters:                         

(a)   Star Lake (Pittsburgh);                                       

(b)   Walnut Creek (Raleigh);                                       

(c)   Pine Knob (Michigan);                                         

(d)   Shoreline (California);                                       

(e)   Great Woods (Massachusetts); and                              

(f)   Starplex (Dallas).                                            

As the context may require, the term "Amphitheater" may also mean and include   
the fee or leasehold interest in the facility and the land upon which it is     
situated, all furniture, fixtures and equipment affixed to or otherwise used in 
connection with the operation of the facility, all appurtenances to the land and
the facility and all other interests, privileges and other rights associated    
with or related to one or both of the land and the facility.                    

    1.4 Amphitheater Cost Limit: With respect to (i) a proposed Amphitheater
located within North America, Hawaii or the Caribbean Islands, $15,000,000.00   
and (ii) a proposed Amphitheater located anywhere else in the Restricted Portion
of the Earth, $17,000,000.00. For purposes of the immediately preceding         
sentence, the amounts "$15,000,000.00" and "$17,000,000.00" shall be deemed to  
be increased on April 1, 1995 and on each successive April 1st thereafter in    
the same proportionate amount by which the CPI most recently reported prior to  
such date exceeds the CPI most recently reported prior to April 1, 1994.        

   1.5 Amphitheater Loan: With respect to (i) any Unwind Asset (other than
the Camden Asset and the Charlotte Asset), the loan or loans which are secured  
by such Unwind Asset (or by the Amphitheater related to such Unwind Asset) at   
the time of the Existing Facility Closing, (ii) the Charlotte Asset, the        
Charlotte Loan and (iii) any other Amphitheater (or interest therein), the loan 
or loans, whether secured by such Amphitheater or not, which funded any portion 
of the Project Costs or purchase price of such Amphitheater or the proceeds of  
which were used to reimburse to the Partnership any portion of said Project     
Costs or purchase price originally paid from other funds of the Partnership.    
The term "Amphitheater Loan" shall include any and                              

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                                                         Article I - Definitions
                                                                          Page 3

all renewals, extensions, rearrangements, replacements or consolidations of the 
loan or loans described in the immediately preceding sentence. Notwithstanding  
anything to the contrary contained in, or implied by, the provisions of this    
Section 1.5, a loan or grant for which both of the following conditions are     
satisfied shall not be an "Amphitheater Loan" for purposes of this Agreement:   

         (a) The Partnership, the Partners, the Affiliates of the Partners
    and the Sony/Block Related Parties have no legal liability or obligation
to repay any portion of such loan or grant; and                     

            (b) The Partnership's ownership interest or possessory rights in the
     Amphitheater to which such loan or grant relates are not subject to being
     terminated, sold, restricted, foreclosed upon or limited by reason of any
failure to repay such loan or grant.                                

1.6 Amphitheater Pro Forma: With respect to any Amphitheater being  
considered by the Manager for construction by the Partnership, a pro forma of   
operating costs and operating revenue projected for the first four full years   
for such proposed Amphitheater prepared by the Manager in good faith in         
accordance with generally accepted accounting principles. In addition, such pro 
forma shall be based upon such assumptions as shall be reasonable and consistent
with the financing, construction and operating history of the Partnership and   
general economic conditions prevailing at the location of the site proposed for 
construction of such Amphitheater.                                              

    1.7 Annual Operating Budget: The budget for the Partnership's operations
for each Budget Year to be established in accordance with, and pursuant to, the 
provisions of Section 10.5 hereof.                                              

1.8 Approved Project: A proposed Amphitheater which the Executive   
Committee has approved in accordance with the provisions of Section 10.6(b)     
hereof as an Amphitheater which the Partnership will construct. Notwithstanding 
anything to the contrary contained in this Agreement, the Camden Amphitheater is
an Approved Project for all purposes of this Agreement.                         

     1.9 Balloon Amphitheater Loan: An Amphitheater Loan which has a scheduled
amortization period extending beyond the scheduled maturity date for such       
Amphitheater Loan.                                                              

   1.10 Blockbuster: (i) Blockbuster Entertainment Corporation, a Delaware
corporation, and its successors or (ii) if different, the ultimate corporate    
parent of the affiliated group which is currently owned, directly or indirectly,
through one or more intermediaries, by Blockbuster Entertainment Corporation.   

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    1.11 Blockbuster's Initial Contribution Amount: A pecuniary amount equal
to the sum of (i) the Net Value of the Phoenix Asset, (ii) the Net Value of     
the San Bernardino Asset and (iii) the Net Value of the Charlotte Asset.        

 1.12 Blockbuster Guaranty: The unconditional and irrevocable guaranty
required to be executed by Blockbuster in the form of Exhibit "B" attached      
hereto if Sony/Block elects to deliver Sony/Block Note #2 to the Partnership    
pursuant to the provisions of Section 4.10(b)(2) of this Agreement.             

      1.13 Blockbuster Specific Obligations: The following obligations for which
Sony/Block is responsible for performing, observing or discharging pursuant to  
this Agreement:                                                                 

      (a) The obligation of Sony/Block to contribute the Blockbuster
    Subsidiary Cash Amount pursuant to Section 4.1O(b)(1) and the obligation
    of Sony/Block to make payments on Sony/Block Note #2 as they become due.

     (b) The obligation of Sony/Block to indemnify the Partnership
    pursuant to one or both of Section 14.3 and Section 9.4(n) hereof to the
   extent that either such indemnity relates to one or more of the Phoenix
Amphitheater, the Charlotte Amphitheater and the San Bernardino     
Amphitheater.                                                       

         (c) The obligation of Sony/Block to make a payment to Pace at the
    closing of the Unwind Procedure pursuant to Section 9.4(g)(2) or Section
9.4(k)(4) or (5) hereof.                                            

      (d) The obligations, restrictions and limitations imposed upon
    Sony/Block and the Sony/Block Related Parties pursuant to the provisions
      of Articles XII and XV hereof, to the extent that such provisions apply to
one or more of the Blockbuster Subsidiary and the Affiliates of the 
Blockbuster Subsidiary.                                             

   (e) The obligations imposed upon Sony/Block pursuant to the
   provisions of Section 11.3(a) hereof to the extent that such provisions
apply to the Blockbuster Subsidiary or its Affiliates.              

    (f) The obligation imposed upon Sony/Block to make a capital
contribution pursuant to Section 4.15(b) hereof.                    

           (g) The obligations imposed upon Sony/Block pursuant to Section 9.6
    to the extent related to one or more of the Existing Blockbuster Assets.

1.14 Blockbuster Subsidiary: Both individually and collectively, The
Westside Amphitheatre Corporation, an Arizona corporation, and Charlotte        
Amphitheater                                                                    

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Corporation, a Delaware corporation, both of which are wholly-owned by          
Blockbuster through one or more intermediaries.                                 

      1.15 Blockbuster Subsidiary Cash Amount: The amount of the initial capital
contribution required to be made by Sony/Block pursuant to Section 4.10(b) of   
this Agreement.                                                                 

1.15A Budget Year: The fiscal year of the Partnership for financial 
accounting and book reporting purposes, which shall end on October 31, unless   
the Partners mutually designate a different financial accounting and book fiscal
year.                                                                           

1.16 Budgeted Project Cost: With respect to any Amphitheater to be  
constructed by the Partnership, the total budgeted amount of Project Costs set  
forth in the Project Budget for such Amphitheater.                              

  1.17 Camden Amphitheater: The proposed Amphitheater to be located on a
site located near the Beckett Street Terminal on the Delaware River in Camden,  
New Jersey, together with all of the Partnership's interests, privileges and    
other rights associated therewith or related thereto.                           

    1.18 Camden Asset: All of the Partnership's rights, titles and interests
in and to the Camden Amphitheater.                                              

1.19 Capital Account: The tax capital account maintained by the     
Partnership for each Partner in accordance with, and as required by, the        
provisions of Section 8.3 of this Agreement.                                    

    1.20 Cash Flow: For any Amphitheater, during any period of time, (a) the
amount of all revenues, receipts and other funds received by the owner of a     
Controlling Interest in such Amphitheater, on a cash basis, from the operation, 
ownership or use of such Amphitheater during such period of time minus (b) the  
amount of (i) all expenditures paid by the owner of such Controlling Interest in
such Amphitheater, on a cash basis, during such period of time for any expenses,
costs or charges which are related to the use, ownership, maintenance,          
management or operation of such Amphitheater and (ii) regularly scheduled       
principal and interest payments paid, on a cash basis, by the owner of such     
Controlling Interest in such Amphitheater during such period of time on any     
Amphitheater Loan which relates to such Amphitheater.                           

     1.21 Cash Flow from Operations: For any Amphitheater during any period of
time, (i) the Cash Flow of the owner of a Controlling Interest in such          
Amphitheater during such period of time plus (ii) the amount of regularly       
scheduled principal and interest payments paid during such period of time, on a 
cash basis, by the owner of                                                     

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such Controlling Interest in such Amphitheater on any Amphitheater Loan which   
relates to such Amphitheater.                                                   

    1.22 Charlotte Amphitheater: The currently existing Amphitheater located
at 707 Blockbuster Boulevard in Charlotte, North Carolina and owned in fee      
simple by the Partnership, together with all of the Partnership's interests,    
privileges and other rights associated therewith or related thereto.            

1.23 Charlotte Asset: All of the Partnership's rights, titles and   
interests in and to the Charlotte Amphitheater.                                 

      1.24 Charlotte Loan: Shall have the meaning assigned to it pursuant to the
provisions of Section 5.6(a) hereof.                                            

1.25 Code: The Internal Revenue Code of 1986, as amended.           

 1.26 Concession Loan: Any lump sum payment, advance or loan made by a
concessionaire to the owner of a Controlling Interest in an Amphitheater in     
exchange for the right to sell food, beverages, novelties, merchandise or       
other concessions at such Amphitheater, regardless of whether such payment,     
advance or loan is required to be repaid to the concessionaire.                 

   1.27 Construction/Acquisition Recourse Obligations: With respect to the
Partnership's construction of, or acquisition of a Controlling Interest in, any 
Amphitheater the following:                                                     

        (a) the Project Costs paid by the Partnership in connection with
the development and construction of such Amphitheater other than any
 Project Costs funded by, or reimbursed from, a Non-Recourse Loan; and

       (b) other contractual liabilities or obligations (which are not
     included in the Project Costs of such Amphitheater) undertaken or assumed
    by the Partnership in consideration for its acquisition of a Controlling
    Interest in such Amphitheater (such as, by way of example, annual rental
obligations under a ground lease or annual guaranties on management 
      agreement) other than any liabilities or obligations for which the obligee
     has recourse against the Partnership's Interest in such Amphitheater only
   and not against any other asset of the Partnership, either Partner, any
Affiliate of a Partner or a Sony/Block Related Party.               

For purposes of calculating the amount of Construction/Acquisition Recourse     
Obligations that are attributable to clause (b) above, any prospective          
obligations shall be discounted to present value using the Treasury Rate as the 
discount factor.                                                                

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    1.28 Construction Completion Date: With respect to an Amphitheater being
constructed, the date on which the owner of a Controlling Interest in such      
Amphitheater either (i) obtains a permanent certificate of occupancy for such   
Amphitheater or (ii) obtains a temporary certificate of occupancy which permits 
the use of such Amphitheater for its intended purpose.                          

1.29 Construction Costs: With respect to any Amphitheater, all costs
(other than Land Acquisition Costs and Soft Costs) directly associated with or  
attributable to the actual construction of such Amphitheater including, without 
limitation, (i) all costs associated with the obtaining of materials and        
services relating to the construction of such Amphitheater, (ii) all fees and   
other sums payable to any contractor relating to or in connection with the      
construction of such Amphitheater and (iii) all interest which accrues on the   
Amphitheater Loan related to such Amphitheater through the Construction         
Completion Date.                                                                

  1.30 Contributed Project Funds: Cash funds of the Partnership received
from (i) contributions to the capital of the Partnership pursuant to Section    
4.10(a)(1) or Section 4.10(b)(1) or (ii) principal payments under either of the 
Sony/Block Notes.                                                               

      1.31 Controlling Interest: With respect to any Amphitheater, any ownership
interest, direct or indirect, or management right in such Amphitheater for which
the owner of such interest or right is obligated or entitled to direct and      
control the management and operation of such Amphitheater. As currently owned,  
the Partnership has a Controlling Interest in each of the Amphitheaters related 
to the Existing Assets.                                                         

   1.32 Cost Overruns: With respect to any Amphitheater constructed by the
Partnership, all Project Costs incurred by the Partnership with respect to such 
Amphitheater which are, when taken together with all previously expended Project
Costs with respect to such Amphitheater, in excess of the Budgeted Project Cost 
of such Amphitheater.                                                           

     1.33 CPI: Consumer Price Index for All Urban Consumers (all U.S. cities),
1982-84 equals 100 Base, published monthly by the U.S. Department of Labor's    
Bureau of Labor of Statistics, or any successor publication.                    

      1.34 Debt Coverage Ratio: For any Amphitheater, during any period of time,
the ratio of (a) the Cash Flow from Operations of the Partnership for such      
Amphitheater during such period of time to (b) the amount of regularly scheduled
principal and interest payments due on the Amphitheater Loans of the Partnership
which relate to such Amphitheater during such period of time.                   

    1.35 Defaulting Partner: Shall have the meaning assigned pursuant to the
provisions of Section 17.1 of this Agreement.                                   

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 1.36 Effective Date of Termination: The date upon which a Termination
Notice is effective in accordance with the provisions of Section 10.8(a) hereof.

      1.37 Event of Withdrawal: The occurrence of any of the following events in
respect of a Partner: (i) the withdrawal by such Partner from the Partnership in
violation of the provisions of Section 16.6 hereof, (ii) the granting of relief 
against such Partner in an involuntary case under the Federal Bankruptcy Code   
which is not removed or discharged within ninety (90) days, or in any such      
involuntary case, the approval of the petition by such Partner as properly      
filed, or the admission of such Partner of material allegations contained in the
petition, (iii) the execution by such Partner of a general assignment for the   
benefit of creditors, (iv) the commencement of a voluntary case under the       
Federal Bankruptcy Code by such Partner, or (v) the appointment of a receiver   
for a Partner or for all or a substantial part of the assets of such Partner and
such receivership proceedings are not removed or discharged within ninety (90)  
days after the receiver's appointment.                                          

1.38. Executive Committee: The committee of three (3) individuals   
selected from time to time, by the Partners pursuant to the provisions of       
Section 10.2(c) of this Agreement, to whom the responsibility of managing and   
controlling the operations of the Partnership is delegated.                     

 1.39. Executory Contract: Collectively, the several written contracts
entered into of even date with the Admission Agreement between and among the    
Partners, the Partnership and all of the respective owners of the Existing      
Assets in which, among other things, (i) the owner of each Existing Asset not   
owned by the Partnership at the time of execution of the Admission Agreement    
agreed to transfer, convey and assign such Existing Asset to the Partnership at 
the Existing Facility Closing on and subject to the terms, conditions and       
provisions contained therein and (ii) the Sony Subsidiary and Pace, as the sole 
partners of the owner of the other Existing Assets, made certain                
representations, warranties and covenants with respect to such Existing Assets  
for the benefit of the Partnership.                                             

1.40 Existing Assets: The Raleigh Asset, the Pittsburgh Asset, the  
Woodlands Asset, the Nashville Asset, the Phoenix Asset, the Charlotte Asset,   
the Camden Asset, the Tampa Asset and the San Bernardino Asset.                 

    1.41 Existing Blockbuster Assets: The Phoenix Asset, the Charlotte Asset
and the San Bernardino Asset.                                                   

1.42 Existing Facility Closing: The closing of even date herewith of
the transfer to the Partnership of the Phoenix Asset, the Charlotte Asset, the  
San Bernardino Asset, the Woodlands Asset and the Nashville Asset in accordance 
with,                                                                           

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and as contemplated by, the provisions of the Admission Agreement and the       
Executory Contract.                                                             

   1.43 Existing Pace Assets: The Woodlands Asset, the Nashville Asset, an
undivided one-half interest in the Raleigh Asset, an undivided one-half interest
in the Pittsburgh Asset, an undivided one-half interest in the Camden Asset and 
an undivided one-half interest in the Tampa Asset.                              

    1.44 Existing Sony Assets: An undivided one-half interest in the Raleigh
Asset, an undivided one-half interest in the Pittsburgh Asset, an undivided     
one-half interest in the Camden Asset, and an undivided one-half interest in the
Tampa Asset.                                                                    

    1.45 Existing Sony/Block Assets: The Phoenix Asset, the Charlotte Asset,
the San Bernardino Asset, an undivided one-half interest in the Raleigh Asset,  
an undivided one-half interest in the Pittsburgh Asset, an undivided one-half   
interest in the Camden Asset and an undivided one-half interest in the Tampa    
Asset.                                                                          

1.46 First Group: The first six (6) New Amphitheaters.              

   1.47 Fiscal Year: The fiscal year of the Partnership for federal income
tax purposes, which shall end on October 31, unless the Partners mutually       
designate a different fiscal year which complies with the provisions and        
limitations contained in the Code and the Treasury Regulations promulgated      
thereunder.                                                                     

1.48 Foregone Concession Advance Amount: With respect to each Unwind
Asset, the Unamortized Amount at the time of the closing of the Unwind Procedure
of the Partnership's share of any Concession Loan obtained after the Existing   
Facility Closing with respect to the Amphitheater related to such Unwind Asset. 

  1.49 Free Cash: The portion of the Partnership's cash held on or about
November 1 of each calendar year which the Executive Committee determines is    
available for use by the Partnership in accordance with the provisions of       
Section 8.4 hereof for prepayments on Amphitheater Loans and distributions to   
the Partners.                                                                   

    1.50 Gross Asset Value: Subject to the adjustments described in the next
succeeding sentence, the fair market value of each item of Partnership property 
at the time of contribution to the capital of the partnership or, if applicable,
at the time of the determination required to be made under Section 8.3 (e)      
hereof. The Gross Asset Value of each item of Partnership property shall be     
adjusted by depreciation, amortization or other cost recovery deductions        
determined pursuant to Section 8.3(c)(ii) of this Agreement.                    

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 1.51 Hard Costs: With respect to any Amphitheater, the sum of (x) all
Construction Costs incurred or expended in connection with such Amphitheater by 
the owner of a Controlling Interest in such Amphitheater and (y) all Land       
Acquisition Costs incurred or expended in connection with such Amphitheater by  
the owner of a Controlling Interest in such Amphitheater.                       

      1.52 Land Acquisition Costs: With respect to any Amphitheater, all amounts
expended and costs incurred (other than Construction Costs and Soft Costs) in   
connection with the acquisition of a site for the construction of such          
Amphitheater, including, without limitation, (i) the payment of the purchase    
price for such site, (ii) all brokerage fees and other commissions incurred in  
connection with the Acquisition of such site, (iii) all option payments and fees
payable in connection with the Partnership's acquisition of such site and (iv)  
all lease payments and lease deposits payable until the Construction Completion 
Date under the terms of any ground lease which grants to the owner of such      
Amphitheater possessory rights to, and use of, such site.                       

    1.53 London Amphitheater: The currently existing Amphitheater located in
Milton Keynes, England and commonly referred to as "The National Bowl."         

  1.54 Major Capital Improvements: With respect to any Amphitheater, any
reconstruction, rehabilitation or capital improvements made with respect to such
Amphitheater after completion of its initial construction involving,            
individually or in the aggregate, no less than $100,000.00 in costs, but        
specifically excluding (i) any routine repair or maintenance and (ii)           
reconstruction or repair following damage from any casualty to the extent of    
casualty insurance proceeds.                                                    

1.55 Manager: The Person that has (i) the authority to, and the     
responsibility of, overseeing and directing the day-to-day operations of the    
Partnership in the manner described in Section 10.3 hereof and (ii) the         
obligation to provide the management, booking and consulting services in        
connection with the development, construction, maintenance and operation of the 
Partnership's Amphitheaters as described in Section 10.7(a) hereof. Unless and  
until Pace has been removed as the Manager pursuant to the provisions of Section
10.8 hereof, the Manager shall be Pace.                                         

     1.56 Market: The greater of any Area of Dominant Influence (as defined by
the Arbitron Ratings Service) or Standard Metropolitan Statistical Area within  
the United States or any equivalent metropolitan designation in any other part  
of the Restricted Portion of the Earth.                                         

    1.57 Maximum Rate: The lesser of (a) eighteen percent (18%) per annum or
(b) the maximum non-usurious interest rate permitted by applicable law from time
to time in effect.                                                              

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 1.58 MCA/Pace Amphitheaters: Starplex Amphitheater located in Dallas,
Texas and Lakewood Amphitheater located in Atlanta, Georgia, both of which are  
owned by MCA/Pace Amphitheaters Group, L.P., a Delaware limited partnership.    

    1.59 Nashville Amphitheater: The currently existing Amphitheater located
in Davidson County, Tennessee and commonly known as "Starwood Amphitheater."    

1.60 Nashville Asset: All of the Partnership's rights, titles and   
interests in and to the Nashville Partnership.                                  

  1.61 Nashville Partnership: Starwood Amphitheater Operating Company, a
Tennessee general partnership which has as its sole general partners            
Belz-Starwood, Inc. and the Partnership. The Nashville Partnership owns the     
Nashville Amphitheater.                                                         

    1.62 Net Value: With respect to (i) any asset contributed to the capital
of the Partnership at the Existing Facility Closing, such asset's fair market   
value at the time of the Existing Facility Closing net of liabilities assumed by
the Partnership with respect to the contributed asset or to which the           
contributed asset is subject and (ii) any asset owned by the Partnership at the 
time of the Existing Facility Closing, such asset's fair market value at the    
time of the Existing Facility Closing net of liabilities of the Partnership with
respect to such asset or to which such asset is subject. The parties to this    
Agreement previously set forth their agreement as to the Net Value of each of   
the Existing Assets in the Admission Agreement.                                 

   1.63 New Amphitheater: Except for any Non-Recourse Amphitheater and the
Camden Amphitheater, any Amphitheater that is described below:                  

       (a) An Amphitheater that the Partnership constructs at any time
after the Existing Facility Closing; or                             

            (b) Any previously constructed Amphitheater in which the Partnership
   acquires a Controlling Interest at any time after the Existing Facility
Closing.                                                            

1.64 Non-Defaulting Partner: Shall have the meaning assigned to it  
pursuant to the provisions of Section 17.1 of this Agreement.                   

    1.65 Non-Recourse Amphitheater: Any Amphitheater which satisfies both of
the following criteria:                                                         

          (a) the Partnership constructs, or acquires a Controlling Interest
in, such Amphitheater after the Existing Facility Closing; and      

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         (b) in connection with the construction of, or acquisition of the
     Partnership's Controlling Interest in, such Amphitheater, the Partnership
incurs $1,000,000.00 or less of Construction/Acquisition Recourse   
Obligations.                                                        

      1.66 Non-Recourse Loan: Any Amphitheater Loan for which the lender thereof
shall have recourse only against the Partnership's interest in the Amphitheater 
to which such Amphitheater Loan relates and not against any other asset of the  
Partnership, either Partner, any Affiliate of a Partner or any Sony/Block       
Related Party.                                                                  

1.67 Nonrecourse Deductions: Shall have the meaning set forth in    
Section 1.7O4-2(b)(1) of the Regulations.                                       

   1.68 Nonrecourse Liability: Shall have the meaning set forth in Section
1.704-2(b)(3) of the Regulations.                                               

    1.69 Old Partnership Agreement: That certain Partnership Agreement dated
April 6, 1990 entered into by and between Pace and the Sony Subsidiary pursuant 
to which this Partnership was originally formed. This Agreement is a complete   
amendment and restatement of the Old Partnership Agreement.                     

     1.70 Operating Obligations: Any and all obligations of the Partnership to
make payments or expenditures which are not Project Costs. Specifically included
within the term "Operating Obligations," but subject to the provisions of the   
immediately preceding sentence, shall be all of the Partnership's obligation    
to pay overhead, operating and other expenses such as (i) salaries for employees
and staff for the Amphitheaters, (ii) the reimbursement of Pace's overhead costs
pursuant to Section 10.7(b) hereof, (iii) utility costs for the Partnership's   
Amphitheaters, (iv) insurance costs related to the maintenance of casualty and  
liability insurance for the Partnership's Amphitheaters, (v) regularly scheduled
payments of principal and interest on indebtedness related to the Partnership's 
Amphitheaters such as Amphitheater Loans and Concession Loans, (vi) costs       
relating to maintenance, repair and upkeep of the Partnership's Amphitheaters   
and the personal property and equipment used in connection with the operation of
the Partnership's Amphitheaters, (vii) costs for the purchase of office supplies
and equipment at the Partnership's Amphitheaters, (viii) the costs directly     
attributable to or associated with the booking, production, presentation or     
promotion of any performance or events at any of the Partnership's Amphitheaters
(such as artist costs, advertising costs and costs of staging), (ix) costs or   
expenses in excess of insurance proceeds which may be incurred as the result    
of any emergency, casualty or other unforeseeable occurrence at any of the      
Amphitheaters, (x) costs for defense or settlement of litigation, claims or     
assessments against the Partnership, (xi) any adverse judgments entered         
against the Partnership which are not covered by insurance and (xii) any and all
rent and other payments due and                                                 

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payable  by the  Partnership  under  and  pursuant  to the  terms of any lease  
agreement to which it is a party.                                               

  1.71 Operational Shortfall: Shall mean the occurrence or happening, at
any time, of the circumstance of the Partnership having an insufficient amount  
of Unrestricted Funds to pay its Operating Obligations as they become due.      

     1.72 Pace: SM/Pace, Inc. (formerly known as PACE Concerts, Inc.), a Texas
corporation, one of the general partners in the Partnership and a wholly owned  
subsidiary of PMG.                                                              

1.73 Pace Rejected Amphitheater: A Qualified Amphitheater which is  
proposed for development after Pace has been removed as Manager pursuant to the 
provisions of Section 10.8 and which satisfies the following conditions:        

        (a) The Executive Committee, at a Proposed Amphitheater Approval
Meeting, declines to approve such Qualified Amphitheater as an      
Amphitheater which the Partnership will construct; and              

       (b) The Representatives designated by Sony/Block present at the
   Proposed Amphitheater Approval Meeting voted in favor of approving such
Qualified Amphitheater as an Amphitheater which the Partnership will
construct.                                                          

    1.74 Pace's Initial Contribution Amount: A pecuniary amount equal to the
sum of (i) the Net Value of the Woodlands Asset, (ii) the Net Value of the      
Nashville Asset, (ii) one-half (1/2) of the Net Value of the Raleigh Asset, (iv)
one-half (1/2) of the Net Value of the Pittsburgh Asset, (v) one-half (1/2) of  
the Net Value of the Camden Asset and (vi) one-half (1/2) of the Net Value of   
the Tampa Asset.                                                                

     1.75 PEC: (i) PACE Entertainment Corporation, a Texas corporation and its
successors or (ii) if different, the ultimate corporate parent of the affiliated
group which is currently owned, directly or indirectly, through one or more     
intermediaries, by PACE Entertainment Corporation.                              

    1.76 PMG: PACE Music Group, Inc., a Texas corporation and a wholly-owned
subsidiary of PEC.                                                              

 1.77 Partner Default: Shall have the meaning assigned pursuant to the
provisions of Section 17.1 hereof.                                              

1.78 Partner Nonrecourse Debt: Shall have the meaning set forth in  
Section 1.704-2(b)(4) of the Regulations.                                       

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  1.79 Partner Nonrecourse Debt Minimum Gain: An amount, with respect to
each Partner Non-recourse Debt, equal to the Partnership Minimum Gain that would
result if such Partner Nonrecourse Debt were treated as a Nonrecourse           
Liability, determined in accordance with Section 1.704-2(i)(3) of the           
Regulations.                                                                    

    1.80 Partner Nonrecourse Deductions: Shall have the meaning set forth in
Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.                    

     1.81 Partners: (i) Prior to the assignment of the Partnership interest of
the Sony Subsidiary to Sony/Block as contemplated by the provisions of Section  
4.9 hereof, Pace, the Sony Subsidiary and Sony/Block and (ii) after the         
assignment of the Partnership Interest of the Sony Subsidiary to Sony/Block as  
contemplated by provisions of Section 4.9 hereof, Pace and Sony/Block.          

      1.82 Partnership: The Partnership created by the Old Partnership Agreement
and continued by this Agreement                                                 

1.83 Partnership Act: The Delaware Uniform Partnership Act, Title 6,
Chapter 15 of the Delaware Code (1974 Revision), as amended from time to time.  

1.84 Partnership Interest: All of the interest of any Partner in the
Partnership, including its respective (a) capital interest in the Partnership,  
(b) right to a distributive share of the profits and losses of the Partnership, 
(c) right to a distributive share of the assets of the Partnership, and (d)     
right to participate in the management of the affairs of the Partnership as     
provided herein.                                                                

1.85 Partnership Minimum Gain: Shall have the meaning set forth in  
Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.                       

 1.86 Percentage Interest: The respective Partnership Interest of each
Partner in the Partnership expressed as a percentage of the Partnership         
Interests owned by all Partners. The Percentage Interest of Pace is thirty-three
and one-third percent (33-1/3%). Prior to the assignment of the Partnership     
Interest of the Sony Subsidiary to Sony/Block as contemplated by the provisions 
of Section 4.9 hereof, the respective Percentage Interest of the Sony Subsidiary
and Sony/Block shall be determined in accordance with the provisions of Section 
4.8 hereof. After the assignment of the Partnership Interest of the Sony        
Subsidiary to Sony/Block, as contemplated by the provisions of Section 4.9      
hereof, the Percentage Interest of Sony/Block will be sixty-six and two-thirds  
percent (66-2/3%).                                                              

    1.87 Person or person: Any Individual corporation, partnership, business
trust, business association, governmental entity, governmental authority or     
other legal entity.                                                             

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     1.88 Phoenix Amphitheater: The currently existing Amphitheater located at
2121 North 83rd Avenue in Phoenix, Arizona.                                     

1.89 Phoenix Asset: The leasehold estate currently owned by the     
Partnership which creates a possessory right to the Phoenix Amphitheater and    
created pursuant to that certain Amended and Restated Operator Lease Agreement  
dated September 26, 1989 and entered into by and between Westside, as operator  
and lessee, and The City of Phoenix, as landlord, together with all interests,  
privileges and other rights associated therewith or related thereto.            

     1.90 Pittsburgh Amphitheater: The currently existing Amphitheater located
in Hanover Township, Pennsylvania and commonly known as "Star Lake              
Amphitheater."                                                                  

   1.91 Pittsburgh Asset: The leasehold estate and option rights currently
owned by the Partnership which creates a possessory right to the Pittsburgh     
Amphitheater and created pursuant to (a) that certain Lease Agreement between   
Crossroads Properties, Inc., as landlord, and PMG, as tenant, executed by the   
landlord on December 1, 1989 and the tenant on November 29, 1989, as assigned   
to the Partnership by PMG pursuant to that certain Assignment of Ground Lease   
dated April 6, 1990 and recorded in Book 2403, Page 374 with the Recorder of    
Deeds in Washington County, Pennsylvania and (b) that certain Option Agreement  
between Crossroads Properties, Inc. and PMG dated January 10, 1989, together    
with all interests, privileges and other rights associated therewith or related 
thereto.                                                                        

    1.92 Plans and Specifications: With respect to any proposed Amphitheater
being considered by the Manager as a possible project for construction by the   
Partnership, the plans and specifications, including a site plan, of such       
proposed Amphitheater prepared by a qualified architect or civil engineer       
consistent in form and format with the plans and specifications prepared for the
Raleigh Amphitheater and the Pittsburgh Amphitheater.                           

   1.93 Pre-opening Concessionaire Advances: With respect to (i) any newly
constructed Amphitheater, any Concessionaire Loan made to the Partnership prior 
to the first public use of such Amphitheater and (ii) any existing Amphitheater 
with respect to which the Partnership is acquiring a Controlling Interest, any  
Concessionaire Loan made to the Partnership prior to the first use of such      
Amphitheater by the Partnership. "Pre-opening Concessionaire Advances" shall not
include Concession Loans made to the Partnership upon the renewal of an existing
concession arrangement (unless and except such renewal coincides with the       
Partnership's acquisition of a Controlling Interest in an Amphitheater).        

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 1.94 Principal Reduction Amount: With respect to any Unwind Asset, an
amount of money equal to the sum of the following:                              

  (a) (i) The Partnership's share of the amount of principal
      outstanding under the Amphitheater Loan which relates to such Unwind Asset
     at the time of the Existing Facility Closing minus (ii) the Partnership's
    share of the amount of principal outstanding under the Amphitheater Loan
which relates to such Unwind Asset at the time of the closing of the
Unwind Procedure; and                                               

        (b) (i) The Partnership's share of the Unamortized Amount of the
    Unwind Concession Loan which relates to such Unwind Asset at the time of
   the Existing Facility Closing minus (ii) the Partnership's share of the
  Unamortized Amount of the Unwind Concession Loan which relates to such
Unwind in Asset at the time of the closing of the Unwind Procedure. 

As used throughout this Agreement, the term "Partnership's share" shall mean (i)
100% for the Pittsburgh Asset, the Phoenix Asset, the Charlotte Asset, the      
Woodlands Asset and the San Bernardino Asset, (ii) 66-2/3% for the Raleigh      
Asset, and (iii) 50% for the Nashville Asset. Notwithstanding anything to the   
contrary contained in this Section 1.91, the Principal Reduction Amount shall be
$0.00 for any Unwind Asset which is not distributed at the closing of the Unwind
Procedure because the Partnership sold, distributed or otherwise transferred all
of its interest therein prior to the closing of the Unwind Procedure.           

1.95 Project Budget: With respect to any proposed Amphitheater being
considered by the Manager as a possible project for construction by the         
Partnership, the budget for the Project Costs for such proposed Amphitheater    
which has been approved by the Executive Committee following delivery of a      
Proposed Amphitheater Approval Request pursuant to Section 10.6(b) hereof. A    
Project Budget may only be amended in accordance with the provisions of Section 
10.6(c) hereof.                                                                 

 1.96 Project Costs: With respect to any Amphitheater, all of the Hard
Costs and all of the Soft Costs associated with such Amphitheater.              

    1.97 Project Loan: A loan extended to the Partnership for the funding of
the Project Costs of an Approved Project upon the terms and conditions          
described in Section 5.2 hereof.                                                

     1.98 Proposed Amphitheater Approval Meeting: The meeting of the Executive
Committee required to be held pursuant to Section 10.6(b) hereof following      
delivery of a Proposed Amphitheater Approval Request by the Manager to the      
Representatives.                                                                

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     1.99 Proposed Amphitheater Approval Request: With respect to any proposed
Amphitheater being considered by the Manager as a possible project for          
construction by the Partnership, a formal written request provided to the       
Representatives by the Manager pursuant to Section 10.6(b) hereof requesting    
that the Executive Committee meet to determine whether the proposed Amphitheater
will be constructed by the Partnership.                                         

    1.100 Proposed Project Budget: With respect to any proposed Amphitheater
being considered by the Manager as a possible project for construction by the   
Partnership, a proposed budget of the Project Costs for such Amphitheater       
prepared by the Manager in good faith, in a manner consistent with and in       
accordance with generally accepted accounting principles. A Proposed Project    
Budget shall set forth in reasonable detail the projected total Project Costs   
for such Amphitheater divided into three separate sections composed of the      
projected amount of Construction Costs, Soft Costs and Land Acquisition Costs   
for such proposed Amphitheater. The Manager may include in a Proposed Project   
Budget a line item for "contingencies" or "cost overruns" equal to no more than 
10% of the other Project Costs reflected therein, and the amount included in    
such contingency line item shall be classified as a part of the Project Costs   
for the proposed Amphitheater.                                                  

 1.101 PWOC: Pace Woodlands Operating Company, a Texas corporation and
wholly-owned subsidiary of PMG.                                                 

     1.102 Qualified Amphitheater: Any Amphitheater which the Manager proposes
for development by the Partnership and which satisfies the following conditions:

          (a) the Manager has determined, in its reasonable discretion, that
     the site which has been selected for the development of such Amphitheater
is suitable for such development;                                   

           (b) the projections contained in the Amphitheater Pro Forma and the
    Proposed Project Budget for such proposed Amphitheater indicate that the
  Debt Coverage Ratio (assuming, for these purposes, that a Project Loan
  bearing an interest rate which is reasonable based on information made
      available to Pace by Sony/Block, but in no event greater than the Treasury
Rate, will be extended to the Partnership on the terms described in 
    Section 5.2 hereof) for such Amphitheater in each of the first four full
years of operation will be no less than 1.3 to 1.0;                 

        (c) the site which has been selected for the development of such
Amphitheater is located in a Qualified Market; and                  

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       (d) the total budgeted amount of Project Costs projected in the
 Proposed Project Budget for such Amphitheater (including any budgeted
    contingencies) is less than the then applicable Amphitheater Cost Limit.

 1.103 Qualified Market: Any Market which is designated as a Qualified
Market pursuant to the provisions of Section 10.9 hereof, until such Market is  
removed from the list of Qualified Markets in accordance with, or as required   
by, the provisions of Section 10.9(c) hereof.                                   

1.104 R&D Expenditures: With respect to any Market which the Manager
considers as a potential site for the development of an Amphitheater by the     
Partnership, all reasonable amounts expended or incurred by the Partnership     
which are associated with or attributable to activities related to the          
determination by the Partnership as to the feasibility of developing an         
Amphitheater in such Market including, without limitation, (i) travel expenses  
which are directly expended or incurred in connection with the research and     
development of such market or attempts to acquire a site for the Amphitheater in
such market, (ii) all costs and professional fees expended or incurred by the   
Partnership in connection with demographic studies, feasibility studies and     
other pre-development studies of such Market or specific sites in such Market   
and (iii) all other miscellaneous expenses expended or incurred by the          
Partnership which are directly attributable to or incurred in connection with   
the research and development of a potential Amphitheater in such Market.        

   1.105 Raleigh Amphitheater: The currently existing Amphitheater located
Raleigh, North Carolina and commonly referred to as the "Walnut Creek           
Amphitheater."                                                                  

1.106 Raleigh Asset: All of the Partnership's rights, titles and    
interests in and to the Raleigh Partnership.                                    

   1.107 Raleigh Leasehold Estate: The leasehold estate currently owned by
the Raleigh Partnership with respect to the Raleigh Amphitheater and created    
pursuant to that certain Lease Agreement dated December 1, 1990 and entered by  
and between the City of Raleigh, North Carolina, as landlord, and the           
Partnership, as tenant.                                                         

   1.108 Raleigh Partnership: Walnut Creek Amphitheater Partnership, a New
York general partnership, which has as its sole general partners the Partnership
and CDC Amphitheaters/I, Inc., a North Carolina corporation, which was formed   
pursuant to a Partnership Agreement dated July 1, 1991 and entered into by and  
between the Partnership and CDC Amphitheaters/I, Inc. The Raleigh Partnership   
owns the Raleigh Leasehold Estate.                                              

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1.109 Regulations: The Income Tax Regulations, including Temporary  
Regulations, promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).    

    1.110 Representative: One of the individuals who serves on the Executive
Committee.                                                                      

     1.111 Renewal Loan: A loan extended to the Partnership in connection with
a matured Balloon Amphitheater Loan upon the terms and conditions set forth in  
Section 5.4 of this Agreement.                                                  

     1.112 Replacement Loan: A loan extended to the Partnership as a "takeout"
loan for any existing Amphitheater Loan in accordance with, and as contemplated 
by, the provisions of Section 5.5 hereof.                                       

 1.113 Restricted Funds: All Sinking Funds and all Contributed Project
Funds.                                                                          

     1.114 Restricted Portion of the Earth: The geographical areas encompassed
by (a) the continents of North America, Europe and Australia, (b) the State of  
Hawaii and (c) the Caribbean Islands.                                           

     1.115 San Bernardino Amphitheater: The currently existing Amphitheater in
San Bernardino, California.                                                     

   1.116 San Bernardino Asset: The leasehold estate currently owned by the
Partnership which creates a possessory right to the San Bernardino Amphitheater 
and created pursuant to that certain Concession Lease dated October 19, 1992 and
entered into by and between San Bernardino Amphitheater Corporation, as lessee, 
and the County of San Bernardino, California, as lessor.                        

      1.117 Second Group: All New Amphitheaters not included in the First Group.

      1.118 Short Term Rate: A rate of interest per annum equal to the per annum
yield on newly issued three year U.S. Treasury Notes, as it may vary from time  
to time.                                                                        

  1.119 Sinking Fund: The sinking fund maintained in accordance with the
provisions of Section 8.5 of this Agreement.                                    

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1.120 SMP: Sony Music/Pace Partnership 1994, a New York general     
partnership created of even date herewith and whose sole general partners are   
the Sony Subsidiary and Pace.                                                   

 1.121 Soft Costs: With respect to any Amphitheater, all out-of-pocket
costs incurred by the owner of a Controlling Interest in such Amphitheater which
are directly associated with or attributable to the research, development,      
design or construction of such Amphitheater or the obtaining of, or attempts to 
obtain, a site for the construction of such Amphitheater, other than the Hard   
Costs associated with such Amphitheater. Soft Costs shall include, without      
limitation, (a) pre-development costs incurred in connection with such          
Amphitheater, (b) all fees and payments made to architects, land planners,      
engineers and other consultants which are directly attributable to the design   
and construction of such Amphitheater, (c) all attorneys' fees and other        
consultants' fees incurred in connection with and directly attributable to the  
planning, developing, designing and constructing of such Amphitheater or the in 
acquisition of or attempts to acquire, a site for the construction of such      
Amphitheater, (d) travel expenses which are directly attributable to or incurred
in connection with the planning, developing, designing or constructing of such  
Amphitheater or the acquisition of, or attempts to acquire, a site for the      
construction of such Amphitheater, (e) all R&D Expenditures expended or incurred
in connection with the city, population center or other market in which such    
Amphitheater is located and (f) all start-up expenses (including but not limited
to salaries, office rental and supply costs expended or incurred prior to the   
first entertainment event held at such Amphitheater) incurred with respect to   
such Amphitheater.                                                              

      1.122 Sony: (i) Sony Music Entertainment Inc., a Delaware corporation, and
its successors or (ii) if different, the Person or Persons which directly own   
(and not any parent Person) the United States recorded music business presently 
owned by Sony Music Entertainment Inc.                                          

     1.123 Sony's Initial Contribution Amount: A pecuniary amount equal to the
sum of (i) one-half (1/2) of the Net Value of the Raleigh Asset, (ii) one-half  
(1/2) of the Net Value of the Pittsburgh Asset, (iii) one-half (1/2) of the Net 
Value of the Camden Asset and (iv) one-half (1/2) of the Net Value of the Tampa 
Asset.                                                                          

1.124 Sony/Block: Amphitheater Entertainment Partnership, a Delaware
general partnership, and one of the general partners in the Partnership. The    
current sole general partners of Amphitheater Entertainment Partnership are the 
Blockbuster Subsidiary and the Sony Subsidiary.                                 

    1.125 Sony/Block Note #1: The promissory note in the form of Exhibit "A"
which may be executed and delivered to the Partnership by Sony/Block pursuant   

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to the right created in Section 4.1O(a)(2) in lieu of a current cash            
contribution to the capital of the Partnership pursuant to Section 4.10(a)(1)   
hereof.                                                                         

    1.126 Sony/Block Note #2: The promissory note in the form of Exhibit "A"
attached hereto which may be executed and delivered to the Partnership by       
Sony/Block pursuant to the right created in Section 4.1O(b)(2) in lieu of a     
current cash contribution to the capital of the Partnership pursuant to Section 
4.10(b)(1) hereof.                                                              

   1.127 Sony/Block Notes: Collectively, Sony/Block Note #1 and Sony/Block
Note #2.                                                                        

  1.128 Sony/Block Rejected Amphitheater: A Qualified Amphitheater which
satisfies one of the following conditions:                                      

     (a) (i) the Partnership elects to abandon further development
     activities with respect to such Qualified Amphitheater, at any time, as a
 result of an affirmative vote by the Executive Committee and (ii) the
Representative designated by Pace present at the Executive Committee
meeting voted against the resolution to abandon further development 
activities with respect to such Qualified Amphitheater; or          

            (b) (i) the Executive Committee, at a Proposed Amphitheater Approval
Meeting, declines to approve such Qualified Amphitheater as an      
Amphitheater which the Partnership will construct and (ii) the      
  Representative designated by Pace present at the Proposed Amphitheater
    Approval Meeting voted in favor of approving such Qualified Amphitheater
as an Amphitheater which the Partnership will construct.            

1.129 Sony/Block Related Party: Any one of Sony/Block, the Sony     
Subsidiary, the Blockbuster Subsidiary, any Affiliate of the Sony Subsidiary or 
any Affiliate of the Blockbuster Subsidiary.                                    

     1.130 Sony/Block Shared Obligations: All obligations for which Sony/Block
is responsible for performing, observing or discharging pursuant to this        
Agreement other than the Sony Specific Obligations and the Blockbuster Specific 
Obligations. The Sony/Block Shared Obligations shall include, without           
limitation, the following:                                                      

         (a) The obligation of Sony/Block to make capital contributions to
  the Partnership for the Budgeted Project Cost of each Approved Project
pursuant to Section 4.11 hereof.                                    

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         (b) The obligation of Sony/Block to make loans to the Partnership
for any Operational Shortfall pursuant to section 4.12 hereof.      

         (c) The obligation of Sony/Block to make loans to the Partnership
for any Cost Overruns pursuant to Section 4.13 hereof.              

     (d) The obligation of Sony/Block to make Project Loans to the
 Partnership for each Approved Project pursuant to Section 5.1 hereof.

          (e) The obligation of Sony/Block to make Renewal Loans pursuant to
Section 5.4 hereof.                                                 

           (f) The obligation of Sony/Block to make Replacement Loans pursuant
to Section 5.5 hereof.                                              

         (g) The obligation of Sony/Block to make loans to the Partnership
pursuant to Section 6.2(a) hereof.                                  

         (h) The obligation of Sony/Block to make capital contributions to
the Partnership pursuant to Section 62(b) hereof.                   

      (i) The obligations, restrictions and limitations imposed upon
   Sony/Block pursuant to the provisions of Articles XIV and XV hereof, to
the extent that such provisions apply to Sony/Block itself.         

           (j) The obligation of Sony/Block to indemnify Pace under clause (y)
of Section 5.1 (b) hereof.                                          

    1.131 Sony Guaranty: The unconditional and irrevocable guaranty required
to be executed by Sony in the form of Exhibit "B" attached hereto if Sony/Block 
elects to deliver Sony/Block Note #1 to the Partnership pursuant to the         
provisions of Section 4.1O(a)(2) of this Agreement.                             

1.132 Sony Specific Obligations. The following obligations for which
Sony/Block is responsible for performing, observing or discharging pursuant to  
this Agreement;                                                                 

          (a) The obligation of Sony/Block to contribute the Sony Subsidiary
   Cash Amount pursuant to Section 4.1O(a)(1) hereof and the obligation of
Sony/Block to make required payments on Sony/Block Note #1.         

     (b) The obligation of Sony/Block to indemnify the Partnership
    pursuant to one or both of Section 14.3 and Section 9.4(n) hereof to the
extent that                                                         

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     either such indemnity relates to the Raleigh Amphitheater, the Pittsburgh
Amphitheater or the Camden Amphitheater.                            

      (c) The obligations, restrictions and limitations imposed upon
    Sony/Block and the Sony/Block Related Parties pursuant to the provisions
      of Articles XII and XV hereof, to the extent that such provisions apply to
one or more of the Sony Subsidiary and the Affiliates of the Sony   
Subsidiary.                                                         

  (d) The obligation imposed upon Sony/Block pursuant to the
     provisions of Section 11.3(a) to the extent that such provisions apply to
the Sony Subsidiary or its Affiliates.                              

  (e) The obligation imposed upon Sony/Block pursuant to the
    provisions of Section 9.6 hereof to the extent related to one or more of
the Raleigh Asset, the Pittsburgh Asset and the Camden Asset.       

  (f) The obligation imposed upon Sony/Block pursuant to the
provisions of Section 18.12(a) hereof.                              

    1.133 Sony Subsidiary: YM Corp., a Delaware corporation and wholly-owned
subsidiary of Sony.                                                             

1.134 Sony Subsidiary Cash Amount: The amount of the initial capital
contribution required to be made by Sony/Block pursuant to Section 4.10(a) of   
this Agreement.                                                                 

    1.135 Tampa Amphitheater: The proposed Amphitheater to be constructed on
several tracts of land located in Hillsborough County, Florida, which are       
covered by and included within the Tampa Purchase Agreement.                    

    1.136 Tampa Asset: All of the Partnership's rights, titles and interests
in and to the Tampa Purchase Agreement and the Tampa Amphitheater.              

   1.137 Tampa Purchase Agreement: Collectively, (i) that certain Contract
for Sale and Purchase of Real Property dated August 29, 1991 and entered into by
and between Consolidated Minerals, Inc., as seller, and the Partnership, as     
purchaser, as such Contract has been subsequently amended and revised and       
covering a tract of land containing approximately 110 acres in Hillsborough     
County, Florida, (ii) that certain Sale and Purchase Agreement dated February 7,
1992 and entered into by and among B. Ann Roberts and Don L. Roberts, as seller,
and the Partnership, as purchaser, as such Agreement has been subsequently      
amended from time to time and covering a tract of land containing approximately 
23 acres in Hillsborough County, Florida, and (iii) that certain Sale and       
Purchase Agreement dated September 2, 1992,                                     

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and entered into by and among George W. Gibbs and wife, Marie Gibbs, as seller, 
and the Partnership, as purchaser, and covering a tract of land containing      
approximately 2.04 acres located in Hillsborough County, Florida.               

      1.138 Termination Notice: A notice provided by Sony/Block to Pace pursuant
to Section 10.8 hereof terminating Pace as the Manager.                         

  1.139 Treasury Rate: At anytime, (a) the then per annum yield on newly
issued ten year U.S. Treasury notes plus (b) three percent (3%).                

1.140 Unamortized Amount: With respect to any Concession Loan, the  
unamortized balance of such Concession Loan at a particular time determined in  
accordance with the following provisions:                                       

        (a) If a Concession Loan is required to be repaid in full by its
   terms, then the Unamortized Amount with respect to such Concession Loan
shall be, as of any time, the outstanding principal balance of such 
Concession Loan at such time.                                       

        (b) If a Concession Loan is not required to be repaid in full by
its terms, then the initial amount of such Concession Loan shall    
    be amortized in equal annual installments over the term of the agreement
    creating the concession rights to which such Concession Loan relates for
     purposes of determining the Unamortized Amount of such Concession Loan at
any given time.                                                     

      1.141 Unrestricted Funds: All cash funds of the Partnership other than the
Restricted Funds.                                                               

   1.142 Unwind Amphitheater Loans: The Amphitheater Loans which relate to
the Unwind Assets.                                                              

1.143 Unwind Assets. The Existing Assets other than the Tampa Asset.

   1.144 Unwind Concession Loan: With respect to any of the Unwind Assets,
any Concession Loan made to the owner (or its predecessor in interest) of such  
Unwind Asset prior to the occurrence of the Existing Facility Closing pursuant  
to, or in connection with, a concession agreement which remains in effect at the
time of the Existing Facility Closing and is related to the sale of concessions 
at the Amphitheater related to such Unwind Asset.                               

      1.145 Unwind Procedure: The right governed by the provisions of Article IX
of this Agreement to cause the Unwind Assets to be distributed by the           
Partnership in accordance with the provisions thereof.                          

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1.146 Westside: The Westside Amphitheater Corporation, an Arizona   
corporation.                                                                    

     1.147 Woodlands Agreement: The Events Management Agreement dated February
14, 1990 entered into by and between The Woodlands Center for the Performing    
Arts (d/b/a Cynthia Woods Mitchell Center for the Performing Arts), as owner,   
and PWOC, as facility manager, pursuant to which PWOC obtained the right to     
manage and operate the Woodlands Amphitheater.                                  

     1.148 Woodlands Amphitheater: The currently existing Amphitheater located
in The Woodlands, Texas and commonly known as the "Cynthia Woods Mitchell       
Pavilion."                                                                      

1.149 Woodlands Asset: All of the Partnership's rights, titles and  
interests in and to the Woodlands Agreement.                                    

  1.150 Cross-References to other Defined Terms. The following terms are
defined in the Sections of this Agreement indicated below.                      

Acceptable Form                                  9.4(j)(2)          
Accused Partner                                  9.6                
Acquired Person                                  12.2(c)            
Acquiring Person                                 12.2(c)            
Acting Party                                     13.9(b)            
Advocating Partner                               10.5(b)            
Applicable Criteria                              18.13(f)           
Applicable Two Year Periods                      10.9(c)(2)(i)      
Applicable Percentage                            6.2(a)             
Approved Project Contribution Amount             4.11               
Blockbuster Actual Contribution Amount           17.3(a)(7)(v)(B)   
Blockbuster Parties                              15.2(e)(7)         
Blockbuster's Allocated Debt                     8.4(c)(6)          
Camden Make-Up Amount                            9.4(h)             
Casualty Termination Provision                   4.17(a)(4)         
Charlotte Distribution Amount                    5.7(k)             
Charlotte Excess Receipts                        5.7(i)             
Charlotte Phantom Loan Account                   5.7(g)             
Charlotte Scheduled Principal Payment Amount     5.7(h)             
Clause K Sum                                     9.4(k)             
Clause G & K Sum                                 9.4(k)             
Clause G Sum                                     9.4(g)             
Communications                                   18.1               

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Consecutive Turndown Rejection Triggering Event  12.6(a)(3)         
Constructive Termination                         13.9               
Constructive Termination Damage Notice           13.9(b)            
Constructive Termination Notice                  13.9(b)            
control                                          15.2(e)(8)         
Corresponding Price                              15.3(b)(1)         
Debt Prepayment Portion of Free Cash             8.4(c)(1)          
Default Notice                                   17.1               
Disputed Changes                                 10.5(b)            
Distributed Assets                               9.6(b)(2)          
Distributee                                      9.4(m)(1)          
Division of Responsibility Notice                17.3               
Effective Date                                   opening paragraph  
Equalizing Purchase Option                       15.3(b)            
Equalizing Purchase Price                        15.3(b)(1)         
Equalizing Partnership interest                  15.3(b)            
Existing MCA Concession Loan                     7.2(d)(3)          
General Funds                                    9.4(h)(2)          
Indemnitee                                       14.3(c)            
Indemnitor                                       14.3(c)            
Innocent Partner                                 9.6                
Interim Development Costs                        4.15(a)            
Management Selection Dispute Resolution                             
Notice                                       11.3(b)(1)     
Management Selection Plan                        11.3(b)(3)         
MCA Partnership                                  7.1                
MCA Purchase Option                              7.2(a)             
Measuring Amphitheaters                          9.4(j)(1)          
Minimum Economic Standards                       11.4.              
Minimum Number                                   10.9(a)            
Neutral Selector                                 18.13              
Nominal Principal Balance                        8.4(c)(2)          
Non-Debt Related Charlotte Operation                                
Expenditures                                 5.7(j)         
Nonreceiving Partner                             8.3(d)(1)          
Objecting Partner                                10.5(b)            
Objecting Party's Proposed Changes               10.5(b)(2)         
Objection Notice                                 10.5(b)            
Offer                                            12.2(c)(2)         
Ordinary Distributions                           15.1(b)            
Other Facilities Make-Up Amount                  9.4(i)             
Other Partner Equity Contribution Amount         9.4(i)             

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                                                         Article I - Definitions
                                                                         Page 27
Owner's Early Termination Option                 4.17(a)(3)         
Pace Party                                       2.3(a)(2)          
Pace Designated Markets                          12.3(a)            
Pace Controlled MCA Amphitheaters                7.2                
Pace Preferred Account                           8.7(b)             
Pace Rejection Triggering Event                  12.6(a)(2)         
Pace's Allocated Debt                            8.4(c)(4)          
Pace's Permitted Number                          12.6(a)(2)         
PAI                                              7.1                
Parent Corporation                               9.6(c)(2)          
Partnership MCA Amphitheaters                    7.2(d)             
Partnership's share                              1.94               
Permitted Blockbuster Persons                    15.2(e)(1)         
Permitted Sony Persons                           15.2(e)(2)         
Preliminary Budget Unwind Notice                 1O.5(b)(2)         
Previously Allocated Interim Development                            
Deductions                                  4.16(b)       
Project Loan                                     5.2                
Proposed Annual Operating Budget                 10.5(a)            
Real Principal Balance                           8.4(c)(3)          
Rejection Dispute Notice                         12.6(d)            
Rejection Occurrence Notice                      12.6(d)            
Required Woodlands Distribution Amount           4.17(b)(2)         
S/B Partners                                     17.3               
SCA Limited Parties                              15.2(e)(4)         
SCA Total Parties                                15.2(e)(5)         
SCA                                              15.2(e)(3)         
Secondary Manner                                 2.5                
Sony Actual Contribution Amount                  17.3(a)(7)(v)(A)   
Sony/Block Rejection Triggering Event            12.6(a)(1)         
Sony/Block Guarantor                             5.3(a) and (b);    
                                           5.4(c);5.5(c)
Sony Parties                                     15.2(e)(6)         
Sony/Block's Permitted Number                    12.6(a)(1)         
Sony's Allocated Debt                            8.4(c)(5)          
Special Miami Amphitheater                       12.2(d)            
Special Rejection Event                          1O.6(d)(2)         
Special Woodlands Contribution Amount            4.17(b)(2)         
Special Woodlands Termination                    4.17(c)(2)         
Special Woodlands Use Impairment                 4.l7(c)(1)         
Transfer Triggering Event                        15.3(c)            
Transferred Liabilities                          9.4(I)(1)          
Unacceptable Person                              15.4               
Unwind Debt Amount                               8.4(b)(1)(iv)      

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Unwind Notice                                    9.2                
Voting Representations                           15.5               
Woodlands Reduction Amount                       4.17(c)(3)         
Woodlands Reduction Percentage                   4.17(c)(4)         

[END OF ARTICLE I]                                    

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                                Article II - Continuation, Name and Commencement
                                                                         Page 29

ARTICLE II  
Continuation, Name and Commencement     

 2.1 Continuation of Partnership. The Partners do hereby continue, and
confirm the continuation of, pursuant to the Partnership Act, the general       
partnership originally formed pursuant to the Old Partnership Agreement. The    
rights and liabilities of the Partners shall, except as may be hereinafter      
expressly stated to the contrary, be as provided for in the Partnership Act.    

 2.2 Partnership Name. From and after the date hereof, the name of the
Partnership shall be, and the business of the Partnership shall be conducted    
under the name of PAVILION PARTNERS or such other name or names as the Partners 
may select from time to time. The Partners shall execute and file such          
certificates, if any, as are required by the provisions of any assumed name law 
or statute in any jurisdiction in which the Partnership conducts business, as   
may be required to reflect the Partnership's operation under such names.        

    2.3 Offices. The principal place of business of the Partnership shall be
at 515 Post Oak Boulevard, Suite 300, Houston, Texas 77027. Substitute or       
additional places of business may be established at such other locations as may,
from time to time, be approved by the Executive Committee.                      

   2.4 Term of Partnership. The Partnership commenced on April 6, 1990 and
shall remain effective until the earlier to occur of (a) thirty-five (35) years 
after the date of this Agreement or (b) the Partnership being dissolved and     
terminated pursuant to any provision of this Agreement.                         

 [END OF ARTICLE II]

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                                               Article III - Purposes and Powers
                                                                         Page 30

ARTICLE III   

 Purposes and Powers

   3.1 Purposes Partnership. The Partnership shall have as its purpose the
development, acquisition, construction, ownership, management, use, leasing and 
operation of Amphitheaters in the Restricted Portion of the Earth.              

   3.2 Powers of the Partnership. The Partnership shall have the power, in
fulfilling the purposes set forth in Section 3.1, to conduct any business or    
take any action which is lawful and which is not prohibited by the Partnership  
Act.                                                                            

[END OF ARTICLE III]

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                          Article IV - Existing Assets and Capital Contributions
                                                                         Page 31

ARTICLE IV  
Existing Assets and   
Capital Contributions 

  4.1 Contribution of Woodlands Asset. Pace contributed, or caused to be
contributed, the Woodlands Asset to the capital of the Partnership at the       
Existing Facility Closing in accordance with the terms of the Executory         
Contract.                                                                       

  4.2 Contribution of Nashville Asset. Pace contributed, or caused to be
contributed, the Nashville Asset to the capital of the Partnership at the       
Existing Facility Closing in accordance with the terms of the Executory         
Contract.                                                                       

     4.3 Ownership of the Raleigh Asset, the Camden Asset, the Tampa Asset and
the Pittsburgh Asset. The Partnership owned prior to the occurrence of the      
Existing Facility Closing, and will continue to own hereafter, the Raleigh      
Asset, the Camden Asset, the Tampa Asset and the Pittsburgh Asset. At the       
Existing Facility Closing, the Gross Asset Value of each of the Raleigh Asset,  
the Camden Asset, the Tampa Asset and the Pittsburgh Asset have been adjusted,  
and the Capital Accounts of the Sony Subsidiary and Pace have been charged or   
credited, as provided and contemplated in Section 3(d) of the Admission         
Agreement.                                                                      

4.4 [Intentionally Left Blank]                                      

      4.5 Contribution of Phoenix Asset. Sony/Block contributed, or caused to be
contributed, the Phoenix Asset to the capital of the Partnership at the Existing
Facility Closing in accordance with the terms of the Executory Contract.        

     4.6 Contribution of Charlotte Asset. Sony/Block contributed, or caused to
be contributed, the Charlotte Asset to the capital of the Partnership at the    
Existing Facility Closing in accordance with the terms of the Executory         
Contract.                                                                       

      4.7 Contribution of Bernardino Asset. Sony/Block contributed, or caused to
be contributed, the San Bernardino Asset to the capital of the Partnership at   
the Existing Facility Closing in accordance with the terms of the Executory     
Contract.                                                                       

4.8 Capital Accounts; Percentage Interests. Immediately after the   
completion of the contributions to the capital of the Partnership and the       
adjustments to the Capital Accounts at the Existing Facility Closing as referred
to in Sections 4.1 through 4.7 hereof, the balance of the Capital Accounts of   
the Partners shall be as follows:                                               

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          (a) The balance of Pace's Capital Account shall be equal to Pace's
Initial Contribution Amount.                                        

         (b) The balance of the Sony Subsidiary's Capital Account shall be
equal to Sony's Initial Contribution Amount.                        

         (c) The balance of Sony/Block's Capital Account shall be equal to
      the sum of (i) Blockbuster's Initial Contribution Amount and (ii) the cash
 sums, if any, contributed to the Partnership upon execution hereof by
Sony/Block pursuant to Sections 4.1O(a)(1) and 4.1O(b)(1) hereof.   

Prior to the transfer of the Sony Subsidiary's Partnership Interest to          
Sony/Block as contemplated by the provisions of Section 4.9 hereof, the         
Percentage Interest of (i) the Sony Subsidiary shall be equal to (x) 66-2/3%    
multiplied by (y) a fraction, the numerator of which is the balance of the      
Capital Account of the Sony Subsidiary immediately after completion of the      
Existing Facility Closing as determined in accordance with the foregoing        
provisions and the denominator of which is the sum of the balances of the       
Capital Account of the Sony Subsidiary and Sony/Block immediately after         
completion of the Existing Facility Closing as determined in accordance with the
foregoing provisions and (ii) Sony/Block shall be equal to (x) 66-2/3%          
multiplied by (y) a fraction, the numerator of which is the balance in the      
Capital Account of Sony/Block immediately after completion of the Existing      
Facility Closing as determined in accordance with the foregoing provisions and  
the denominator of which is the sum of the balances of the Capital Account of   
the Sony Subsidiary and Sony/Block immediately after completion of the Existing 
Facility Closing as determined in accordance with the foregoing provisions;     
provided, however, for these purposes by the Capital Account of Sony/Block      
immediately after completion of the Existing Facility Closing shall be deemed to
have been increased by the then outstanding principal balance under the         
Sony/Block Notes.                                                               

      4.9 Transfer of the Sony Subsidiary's Partnership Sony/Block. Within seven
(7) days after the Effective Date, but in no event before the next day after the
Effective Date, the Sony Subsidiary shall assign its Partnership Interest to    
Sony/Block as a contribution to the capital of Sony/Block. Immediately following
the assignment of the Partnership Interest of the Sony Subsidiary to Sony/Block,
as contemplated by the provisions contained in the immediately preceding        
sentence, the sole partners in the Partnership shall be Pace, with a Percentage 
Interest of thirty-three and one-third percent (33-1/3%), and Sony/Block with a 
Percentage Interest of sixty-six and two-thirds percent (66-2/3%). The Capital  
Accounts of the Sony Subsidiary and of Sony/Block shall be combined into one    
Capital Account for all purposes hereof upon the assignment of the Sony         
Subsidiary's Partnership Interest to Sony/Block.                                

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4.10 Sony/Block's Initial Cash Contribution.                        

(a) Sony Subsidiary.                                    

                 (l) Upon execution hereof, Sony/Block shall contribute to the
    capital of the Partnership a cash sum ("Sony Subsidiary Cash
           Amount") equal to (i) Pace's Initial Contribution Amount minus (ii)
Sony's Initial Contribution Amount.                     

                (2) Notwithstanding the foregoing, Sony/Block shall have the
            right and option, exercisable in its sole discretion, to satisfy the
     obligation contained in clause (1) of this Section 4.10(a) by
   delivering, or causing to be delivered, to the Partnership,
       simultaneously with the execution hereof, (i) a promissory note
           ("Sony/Block Note #1") originally executed by an authorized partner
        or other agent on behalf of Sony/Block in the original principal
          amount of the Sony Subsidiary Cash Amount and in substantially the
       same form as is attached hereto as Exhibit "A," (ii) a guaranty
         ("Sony Guaranty") originally executed by an authorized officer of
           Sony in substantially the same form as the Guaranty attached hereto
           as Exhibit "B" pursuant to which Sony guarantees the full and final
      repayment of Sony/Block Note #1, (iii) such evidence as may be
            necessary, including extracts from minutes of a meeting of the board
           of directors of the Sony Subsidiary and the Blockbuster Subsidiary,
            to demonstrate that the execution and delivery of Sony/Block Note #1
           by Sony/Block is fully authorized and (iv) extracts from minutes of
   a meeting of the board of directors of Sony authorizing the
           execution and delivery of the Sony Guaranty and certified to by the
           Secretary or Assistant Secretary of Sony. Pace shall have the right
        to retain possession of Sony/Block Note #1 and the Sony Guaranty
for, and on behalf of, the Partnership.                 

(b) Blockbuster Subsidiary.                                         

                 (1) Upon execution hereof, Sony/Block shall contribute to the
           capital of the Partnership a cash sum ("Blockbuster Subsidiary Cash
            Amount"), equal to (i) Pace's Initial Contribution Amount minus (ii)
Blockbuster's Initial Contribution Amount.              

                (2) Notwithstanding the foregoing, Sony/Block shall have the
            right and option, exercisable in its sole discretion, to satisfy the
     obligation contained in clause (1) of this Section 4.10(b) by
   delivering, or causing to be delivered, to the Partnership,
       simultaneously with the execution hereof, (i) a promissory note
("Sony/Block Note #2") originally                       

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     executed by an authorized partner or other agent on behalf of
     Sony/Block in the original principal amount of the Blockbuster Subsidiary
   Cash Amount and in substantially the same form as is attached hereto as
     Exhibit "A," (ii) a guaranty ("Blockbuster Guaranty") originally executed
     by an authorized officer of Blockbuster in substantially the same form as
     the Guaranty attached hereto as Exhibit "B" pursuant to which Blockbuster
     guarantees the full and final repayment of Sony/Block Note #2, (iii) such
      evidence as may be necessary, including extracts from minutes of a meeting
of the board of directors of the Blockbuster Subsidiary and the Sony
    Subsidiary, to demonstrate that the execution and delivery of Sony/Block
    Note #2 by Sony/Block is fully authorized and (iv) extracts from minutes
 of a meeting of the board of directors of Blockbuster authorizing the
      execution and delivery of the Blockbuster Guaranty and certified to by the
Secretary or Assistant Secretary of Blockbuster. Pace shall have the
 right, to retain possession of Sony/Block Note #2 and the Blockbuster
Guaranty for, and on behalf of, the Partnership.                    

            (c) Limitations on Use of Contributed Project Funds. All Contributed
     Project Funds shall be (i) maintained in a separate interest bearing bank
     account (or in such other investments as may be approved by the Executive
     Committee) in the name of the Partnership and in no event commingled with
   any other funds of the Partnership and (ii) applied or used (subject to
      the budgetary restrictions contained elsewhere in this Agreement) for only
one or more of the following purposes:                              

                  (l) Payment of R&D Expenditures or other Project Costs related
         to any Amphitheater being considered by the Manager as a possible
project for construction by the Partnership;            

                 (2) Payment of any portion of the Budgeted Project Cost of an
     Approved Project as contemplated by the provisions of Section
4.11(c) hereof;                                         

               (3) Payment of the purchase price or other costs related to
         the acquisition of an existing Amphitheater by the Partnership as
contemplated by the provisions of Section 6.2(b) hereof;

            (4) For distribution to Sony/Block at the closing of the
  Unwind Procedure as contemplated by Section 9.4(f) hereof;

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              (5) Payment of the Temporary Construction Advance (as such
            term is defined in Section 2(d) of the Admission Agreement) pursuant
to the provisions of Section 4.16 hereof;               

                 (6) For distribution to Sony/Block pursuant to the provisions
      of Section 4.17(b)(2)(i) hereof, following the occurrence of a
            Special Woodlands Termination or a Special Woodlands Use Impairment;

                (7) For reimbursement to Pace and the Sony Subsidiary of the
     amounts described in Section 4.18 hereof for R&D Expenditures
relating to the Minneapolis/St. Paul Market; and        

                (8) For distribution to the Partners upon dissolution of the
          Partnership pursuant to, and in accordance with, the provisions of
Article XVI hereof.                                     

Notwithstanding anything to the contrary contained herein or implied
 hereby, interest earned on Contributed Project Funds and all interest
   which accrues on the Sony/Block Notes shall not be Restricted Funds but
shall instead become a part of the Partnership's Unrestricted Funds 
immediately upon receipt by the Partnership.                        

            (d) Demand for Principal Payments on Sony/Block Notes. The principal
  outstanding under each of the Sony/Block Notes shall be payable within
      three (3) business days after demand of the Manager in accordance with the
following provisions:                                               

               (1) No demand may be made by the Manager for payment of any
         principal outstanding under either of the Sony/Block Notes at any
  time that the Partnership has in its possession unexpended
Contributed Project Funds.                              

               (2) The aggregate amount of principal payments which may be
          demanded, at any time, shall not exceed the then amounts which are
   due and payable from the Partnership for one or more of the
           permitted uses of Contributed Project Funds described in clause (c)
of this Section 4.10.                                   

                 (3) Each demand for payment of principal under the Sony/Block
            Notes by the Manager shall be allocated between the Sony/Block Notes
  in proportion to the then principal balance of each of the
Sony/Block Notes.                                       

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                 (4) Simultaneously with the making of each demand for payment
         of principal under the Sony/Block Notes, the Manager shall notify
    Sony/Block of the intended use of the amount being demanded.

      4.11 Capital Contributions for Budgeted Project Cost of Approved Projects.
The Budgeted Project Cost of each Approved Project shall be paid or reimbursed  
from the following sources:                                                     

       (a) The proceeds of the Project Loan for such Approved Project;

           (b) The proceeds of any and all Pre-opening Concessionaire Advances
for such Approved Project;                                          

     (c) The Contributed Project Funds (including unpaid principal
   amounts under the Sony/Block Notes which are payable upon the demand of
the Manager); and                                                   

        (d) Unrestricted Funds of the Partnership to the extent that the
     Executive Committee determines that such funds will not be needed for the
payment of Operating Obligations of the Partnership.                

If sufficient funds are not available from the foregoing sources to pay the     
entire amount of the Budgeted Project Cost of any Approved Project, then the    
Partners shall be obligated to contribute to the capital of the Partnership an  
amount ("Approved Project Contribution Amount") equal to that amount which is   
necessary to cause the total amount of funds available to in the Partnership for
payment of the Project Costs of such Approved Project, when combined with all   
funds available from the sources listed above, to equal the Budgeted Project    
Cost for such Approved Project. Contributions to the capital of the Partnership 
required to be made pursuant to this Section 4.11 shall be due and payable, at  
such times and in such amounts as may be necessary to enable the Partnership to 
pay all Project Costs with respect to the applicable Approved Project as such   
amounts become due and payable. The Manager shall provide notice to the Partners
as to the amount and due date of contributions to be made pursuant to this      
Section 4.11 in accordance with the standards set forth in the immediately      
preceding sentence. However, in no event shall the total amount required to be  
contributed by the Partners pursuant to this Section 4.11 with respect to any   
Approved Project exceed the Approved Project Contribution Amount for that       
Approved Project. The amounts to be contributed to the capital of the           
Partnership pursuant to this Section 4.11 shall be made by the Partners in      
proportion to their respective Percentage interests.                            

  4.12 Operational Shortfalls. If an Operational Shortfall occurs at any
time, then the Manager shall deliver a notice to the Partners specifying that an
Operational                                                                     

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Shortfall has occurred, the reasons for the occurrence of such Operational      
Shortfall, the amount of funds needed to cover such Operational Shortfall and   
stating that each Partner is obligated to loan to the Partnership, in proportion
to their respective Percentage Interests, that amount of funds needed to cover  
such Operational Shortfall. The loan which each Partner is obligated to make to 
the Partnership pursuant to the provisions of this Section 4.12 must be fully   
advanced to the Partnership within fifteen (15) days after the Manager has      
provided the notice referred to in the immediately preceding sentence. The loan 
required to be made pursuant to the provisions of this Section 4.12 shall be    
governed by the following provisions:                                           

      (a) Interest shall accrue on the principal balance outstanding
   thereunder from time to time at a variable rate equal to the Short Term
Rate.                                                               

         (b) Installments shall be payable on such loan on the last day of
    each of the next three calendar months following the advancement of such
      loan by the Partners to the Partnership. Each such installment shall be in
    an amount equal to the amount (if any) of the Partnership's Unrestricted
    Funds as of such date that the Manager determines will not be needed for
    the payment of Operating Obligations of the Partnership. If such loan is
     not repaid in full with the three monthly installments referred to in the
      immediately preceding sentence, then it may only be repaid thereafter from
distributions made pursuant to Section 8.4(b)(2)(i) hereof.         

     (c) All payments made on any such loan shall be applied first
   against the accrued, unpaid interest thereon and, second, to reduce the
outstanding principal balance thereunder.                           

    4.13 Cost Overruns. Cost Overruns with respect to any Amphitheater shall
be paid, to the extent that the Executive Committee determines that all or any  
portion of such Cost Overruns need to be paid to protect the Partnership from   
adverse legal proceedings or to enable the construction of the Amphitheater to  
be completed, from the Partnership's Unrestricted Funds (to the extent that the 
Executive Committee determines that such funds will not be needed for the       
payment of Operating Obligations of the Partnership). If sufficient funds are   
not available from the foregoing source to pay the Cost Overruns described in   
the immediately preceding sentence, then the Partners shall be obligated to loan
to the Partnership, in proportion to their respective Percentage Interests, that
amount necessary to cause the total amount of funds available to the            
Partnership, when combined with the available Unrestricted Funds as described   
above, to equal the amount of the Cost Overruns which must be paid by the       
Partnership. The loan which each Partner is obligated to make to the Partnership
pursuant to the provisions of this Section 4.13 must be fully advanced to the   
Partnership within fifteen (15) days after the Manager has provided notice to   
the Partners of the amounts required to be loaned in accordance with the        
provisions of                                                                   

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this Section 4.13. The loan required to be made by each Partner pursuant to this
Section 4.13 shall be governed by the following provisions:                     

      (a) Interest shall accrue on the principal balance outstanding
   thereunder from time to time at a variable rate equal to the Short Term
Rate.                                                               

         (b) Payments shall be due on such loan on the last day of each of
    the next three calendar months following the advancement of such loan by
 the Partners to the Partnership. Each such installment shall be in an
 amount equal to the amount (if any) of the Partnership's Unrestricted
    Funds as of such date that the Manager determines will not be needed for
    the payment of Operating Obligations of the Partnership. If such loan is
     not repaid in full with the three monthly installments referred to in the
      immediately preceding sentence, then it may only be repaid thereafter from
distributions made pursuant to Section 8.4(b)(2)(i) hereof.         

     (c) All payments made on any such loan shall be applied first
      against in the accrued, unpaid interest thereon and, second, to reduce the
outstanding principal balance thereunder.                           

   4.14 No Other Capital Contribution Obligations. Except for the specific
obligations to make contributions to the capital of the Partnership as expressly
set forth in this Agreement, neither Partner shall have any other obligation to 
make contributions to the capital of the Partnership.                           

4.15 Interim Development Costs.                                     

            (a) Definition. As used herein, the term "Interim Development Costs"
   shall mean all R&D Expenditures and other Project Costs incurred by the
    Partnership after the date upon which the Admission Agreement was signed
    and prior to the date of the occurrence of the Existing Facility Closing
in connection with any Market other than the Markets in which the   
Amphitheaters related to the Existing Assets are located.           

         (b) Special Provisions Related to Interim Development Costs. Upon
execution hereof, Sony/Block shall contribute to the capital of the 
 Partnership an amount equal to one-third (1/3rd) of the amount of the
    Interim Development Costs; provided however, in no event shall the total
 amount required to be contributed by Sony/Block to the capital of the
 Partnership pursuant to the provisions of this Section 4.15(b) exceed
      one-third (1/3rd) of the total amount projected to be incurred for Interim
   Development Costs in the budget attached to the Admission Agreement. If
any portion of the deductions and losses attributable to the Interim
Development Costs have been, or will be, allocated                  

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      50% to Pace and 50% to Sony as contemplated by the provisions of Section 7
     of the Admission Agreement (the "Previously Allocated Interim Development
     Deductions"), then, notwithstanding anything to the contrary contained in
  Section 8.1 hereof, a special allocation of Partnership deductions and
   losses equal to one-third of the amount of Previously Allocated interim
  Development Deductions shall be made to Sony/Block in the first Fiscal
Year ending after the execution of this Agreement.                  

4.16 Repayment of Temporary Construction Advance.                   

         (a) Upon execution of this Agreement, the Partnership shall repay
      the principal amount of, and all accrued unpaid interest on, the Temporary
      Sony/Pace Construction Advance (as such term is defined in Section 2(b) of
the Admission Agreement), one-half to Pace and one-half to the Sony 
    Subsidiary. Such repayment shall be made with Contributed Project Funds.
   The amount of Contributed Project Funds so applied towards repayment of
     the Temporary Sony/Pace Construction Advance, to the extent it relates to
    the Camden Amphitheater, shall be, for purposes of clause (1) of Section
      9.4(h) and clause (iv) of Section 9.4(i) of this Agreement, deemed to have
been expended on Project Costs for the Camden Amphitheater.         

         (b) Upon execution of this Agreement, the Partnership shall repay
      the principal amount of, and all accrued unpaid interest on, the Temporary
     Blockbuster Construction Advance (as such term is defined in Section 2(c)
      of the Admission Agreement). Such repayment shall be made with Contributed
Project Funds.                                                      

4.17 Special Provisions Relating to the Woodlands Agreement.        

 (a) Factual Recitals. Reference is made to the following:

            (l) The Net Value of the Woodlands Asset was agreed upon
          between the Partners on the assumption that the rights acquired by
          the Partnership under the Woodlands Agreement would continue until
October 31, 2003.                                       

                  (2) The current stated term of the Woodlands Agreement expires
December 31, 1999.                                      

            (3) Pursuant to the provisions of Section 7.04(a) of the
           Woodlands Agreement ("Owner's Early Termination Option"), the owner
           of the Woodlands Amphitheater has the unilateral right to terminate
the Wood-                                               

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           lands Agreement prior to its stated term for expiration on, subject
    to and in accordance with the terms and provisions contained
therein.                                                

         (4) Pursuant to the provisions of Section 7.03 of the
            Woodlands Agreement ("Casualty Termination Provision"), the owner of
            the Woodlands Amphitheater has the unilateral right to terminate the
           Woodlands Agreement following a major casualty which results in the
      Woodlands Amphitheater no longer being able to be used for its
           intended purposes without the making of significant capital repairs
and improvements.                                       

            (b) Equalization of Initial Contribution Amounts Upon the Occurrence
     of a Special Woodlands Termination or a Special Woodlands Use Impairment.
      If, prior to October 31, 2003, (i) a Special Woodlands Termination becomes
 effective or (ii) a Special Woodlands Use Impairment occurs, then the
following provisions shall apply:                                   

              (1) The Net Value of the Woodlands Asset shall promptly be
           retroactively reduced effective as of the Existing Facility Closing
          by the Woodlands Reduction Amount and Pace's Capital Account shall
            accordingly be reduced by an amount equal to the Woodlands Reduction
Amount.                                                 

        (2) The Partnership shall promptly thereafter make a
            distribution of cash to Sony/Block in an amount ("Required Woodlands
          Distribution Amount") equal to (x) two (2.0) multiplied by (y) the
           Woodlands Reduction Amount. The distribution required to be made by
          the provisions of the immediately preceding sentence shall be paid
   from the following sources in the order of priority listed:

                 (i) first, to the extent thereof, the Contributed
               Project Funds (including unpaid principal amounts under the
             Sony/Block Notes which are payable upon the demand of the
Manager); and                               

                     (ii) second, Unrestricted Funds of the Partnership to
                the extent that the Executive Committee determines that such
         funds will not be needed for the payment of Operating
Obligations of the Partnership.             

           If sufficient funds are not available from the foregoing sources to
      make the entire distribution required to be made to Sony/Block
           pursuant to the provisions of this Section 4.17(b)(2), then (x) the
            remainder of such distribution, notwithstanding the other provisions
of this Section 4.17(b),                                

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           shall not be made and (y) Pace shall, in lieu thereof, be obligated
           to contribute to the capital of the Partnership a cash sum equal to
    one-half (1/2) of the amount by which the Required Woodlands
      Distribution Amount exceeds the amount actually distributed to
   Sony/Block pursuant to clauses (i) and (ii) of this Section
4.17(b)(2).                                             

                  (3) After the occurrence of a Special Woodlands Use Impairment
     and after completion of the distributions and, if applicable,
         contribution contemplated by the provisions of Section 4.17(b)(2)
            hereof, the Partnership shall promptly distribute to Pace all of its
           rights, titles and interest, if any, in and to the Woodlands Asset.
       The fair market value of the Woodlands Asset shall be deemed to
       equal $0.00 at such time for all purposes hereof. Pace (and its
           Affiliates) may thereafter be or become interested in the Woodlands
           Amphitheater without being deemed to have violated the restrictions
contained in Article XII hereof.                        

          (c) Certain Definitions used in this Section 4.17. As used herein,
the following terms shall have the respective meanings indicated:   

         (1) "Special Woodlands Use Impairment" shall mean the
         occurrence of any event or circumstance, other than (i) a Special
     Woodlands Termination or (ii) a Pace Default (as such term is
 defined in the Woodlands Agreement), which results in the
           Partnership suffering a material impairment (or termination) of its
            right to book, produce, present and promote T&P Events (as such term
            is defined in the Woodlands Agreement) at the Woodlands Amphitheater
            pursuant to the provisions of the Woodlands Agreement. The following
   are examples (which are intended to be illustrative and not
      exclusive) of events or circumstances which would constitute a
          "Special Woodlands Use Impairment" for purposes of this Agreement:

                      (i) The owner of the Woodlands Amphitheater losing its
                 possessory right to the Woodlands Amphitheater as a result of
a failure of title or any other reason.     

                       (ii) A determination that the Woodlands Amphitheater is
                  an unsafe locale for the presentation of public events because
              of the presence of toxic or hazardous waste on the site at
which the Woodlands Amphitheater is located.

            The election as to whether an event or circumstance which materially
     impairs the Partnership's right to book, produce, present and
promote                                                 

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            T&P Events will be deemed to be a "Special Woodlands Use Impairment"
      for purposes hereof shall be made exclusively by the Executive
     Committee. Notwithstanding anything to the contrary contained
 herein, or implied hereby, the occurrence of any event or
        circumstance which would give rise to the Partnership having the
  right to terminate the Woodlands Agreement pursuant to the
         provisions of Section 6.04 or Section 7.04(b), (c) or (d) thereof
  shall not constitute a "Special Woodlands Use Impairment."

                  (2) "Special Woodlands Termination" shall mean the termination
          of the Partnership's rights under the Woodlands Agreement (i) upon
           the expiration of its stated term (including any extensions thereof
           by written agreement with the owner of the Woodlands Amphitheater),
           (ii) pursuant to an exercise of the Owner's Early Termination Right
or (iii) pursuant to the Casualty Termination Provision.

               (3) "Woodlands Reduction Amount" shall mean, as of the date
        that a Special Woodlands Termination becomes effective or that a
           Special Woodlands Use Impairment occurs, an amount equal to (i) the
            then Woodlands Reduction Percentage multiplied by (ii) the Net Value
   of the Woodlands Asset as determined in accordance with the
provisions of the Admission Agreement.                  

              (4) "Woodlands Reduction Percentage" shall mean, as of the
        effective date of a Special Woodlands Termination or the date of
        occurrence of a Special Woodlands Use Impairment, the percentage
specified in the table below:                           

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Effective Date of                     
Special Woodlands Termination                     
                 or Date of Occurrence of                  Woodlands Reduction
             Special Woodlands Use Impairment                       Percentage
             --------------------------------                       ----------

After the Effective Date but                      
        before October 31, 1994                            100.00%

        After October 30, 1994 but                          87.29%
before October 31, 1995                           

        After October 30, 1995 but                          75.28%
before October 31, 1996                           

        After October 30, 1996 but                          63.92%
before October 31, 1997                           

        After October 30, 1997 but,                         53.19%
before October 31, 1998                           

        After October 30, 1998 but                          43.04%
before October 31,1999                            

        After October 30, 1999 but                          33.44%
before October 31, 2000                           

        After October 30, 2000 but                          24.86%
before October 31, 2001                           

        After October 30, 2001 but                          16.75%
before October 31, 2002                           

        After October 30, 2002 but                           9.08%
before October 31, 2003                           

        After October 30, 2003                               0.00%

           (d) Termination of These Provisions. The provisions of this Section
   4.17 shall automatically terminate and be of no further force or effect
after the closing of the Unwind Procedure.                          

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4.18 Minneapolis/St. Paul. If the Partnership should construct an   
Amphitheater in the Minneapolis/St. Paul Market, then the Partnership shall be  
obligated to reimburse $140,590.00 to Pace and $111,590.00 to the Sony          
Subsidiary for R&D Expenditures previously incurred by such parties for or on   
behalf of the Partnership in such Market. Such reimbursement shall be made from 
the following sources in the order of priority listed:                          

       (a) first, to the extent thereof, the Contributed Project Funds
  (including unpaid amounts under the Sony/Block Notes which are payable
upon demand of the Manager); and                                    

       (b) second, Unrestricted Funds to the extent that the Executive
      Committee determines that such funds will not be needed for the payment of
Operating Obligations of the Partnership.                           

Pace and the Sony Subsidiary each represent and warrant to the Partnership that 
the amounts specified above are the true and actual amounts previously expended 
by each such Person for R&D Expenditures in the Minneapolis/St. Paul Market.    

 [END OF ARTICLE IV]

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 ARTICLE V

Project Loans, Renewal Loans and Replacement Loans

5.1 Obligation of Sony/Block to Provide Project Loans.              

      (a) Generally. Subject to the provisions of clause (b) of this
    Section 5.1, Sony/Block shall make a Project Loan to the Partnership for
each Approved Project. Sony/Block shall have the right and option,  
      exercisable in its sole discretion, to fulfill the obligation set forth in
      the immediately preceding sentence with respect to any Approved Project by
  causing a financially responsible lender to make a Project Loan to the
     Partnership for such Approved Project. Each Project Loan must close on or
   before the later to occur of (i) the scheduled date for commencement of
   construction of the Approved Project to which such Project Loan relates
  (provided that the Manager shall have given Sony/Block at least thirty
   (30) days prior written notice of such date and provided, further, that
    the Partnership is able to commence construction on such scheduled date)
     or (ii) the date which is sixty (60) days after the Proposed Amphitheater
     Approval Meeting at which the Approved Project to which such Project Loan
   relates was approved by the Executive Committee as an Amphitheater that
the Partnership would construct.                                    

    (b) Limited Exception to Obligation. If, notwithstanding the
     obligation created by the provisions of Section 5.1(a) hereof, Sony/Block
      elects not to make, or cause to be made, a Project Loan to the Partnership
   for any Approved Project, then Sony/Block shall be excused and relieved
  from such obligation by (x) paying directly to Pace an amount equal to
    one-third (1/3rd) of all Project Costs incurred by the Partnership since
    the date upon which the proposed Amphitheater became an Approved Project
     (any amount payable from Sony/Block to Pace pursuant to the provisions of
this clause (x) of Section 5.1(b) shall be, for all purposes of this
Agreement, deemed to have been contributed to the capital of the    
    Partnership by Sony/Block and deemed to have been immediately thereafter
    distributed by the Partnership to Pace), (y) executing an instrument, in
form reasonably satisfactory to Pace, in which Sony/Block agrees to 
     indemnify, defend and hold harmless the Partnership and Pace from any and
    all claims, demands, liabilities and other losses (including the loss of
   any earnest money deposits and any reasonable attorneys' fees) relating
     to, arising out of or otherwise attributable to the failure of Sony/Block
to make such Project Loan and (z) executing an instrument, in form  
     reasonably satisfactory to Pace, in which Sony/Block agrees that Pace (or
   its Affiliates) shall have the right, notwithstanding the provisions of
  Section 12.1 hereof, to construct and develop, at any time thereafter,
such Approved Project for its own account outside of the Partnership
without any duty, liability or obligation                           

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      to the Partnership the Partners. The following additional provisions shall
      apply with respect to any Approved Project for which Sony/Block elects not
      to a make, or cause to be made, a Project Loan to the Partnership pursuant
to the provisions of this Section 5.1(b):                           

             (1) Whether such Approved Project shall be deemed to be a
       Sony/Block Rejected Amphitheater for purposes of this Agreement
        shall be determined in accordance with the following provisions:

                        (i) If Sony/Block's Permitted Number is zero at the time
              that Sony/Block elects not to make, or cause to be made, a
                 Project Loan to the Partnership pursuant to the right created
               in this Section 5.1(b), then such Approved Project shall be
           deemed to be a Sony/Block Rejected Amphitheater for all
                  purposes of this Agreement immediately upon the making of such
              election by Sony/Block, regardless of whether Pace (or its
           Affiliates) elect to construct and develop, at any time
                 thereafter, such Approved Project outside of the Partnership.

                    (ii) Subject to the provisions of clause (i) of this
           Section 5.1(b)(1), such Approved Project shall not be a
           Sony/Block Rejected Amphitheater if Pace (or any of its
              Affiliates) elect to construct and develop, within 2 years
                 thereafter, such Approved Project outside of the Partnership.

                     (iii) Subject to the provisions of clause (i) of this
                Section 5.1(b)(1), if Pace (and its Affiliates) elect not to
              construct and develop such Approved Project outside of the
            Partnership, then upon the making of such election, such
                Approved Project shall be deemed to be a Sony/Block Rejected
                Amphitheater for all purposes of this Agreement. If Pace has
                  not made its election within 2 years, then it shall be deemed,
               for purposes of this clause (iii) only, to have elected not
                 to construct and develop such Approved Project outside of the
Partnership.                                

                 (2) If Pace (or any of its Affiliates) elect to construct and
          develop any such Approved Project outside of the Partnership, then
    Pace shall (i) be required and obligated to reimburse to the
            Partnership all Project Costs previously incurred by the Partnership
            with respect to such Approved Project, (ii) return to Sony/Block any
            amounts previously paid to Pace pursuant to the provisions of clause
          (x) of Section 5.1(b) hereof and (iii) release Sony/Block from any
        further obligation to make any payments to Pace pursuant to such
clause (x) of Section 5.1(b) hereof.                    

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          Any amounts returned to Sony/Block by Pace pursuant to clause (ii)
           of the immediately preceding sentence shall be, for all purposes of
         this Agreement, deemed to have been contributed to the capital of
         the Partnership by Pace and immediately thereafter distributed by
the Partnership to Sony/Block.                          

           (c) Pace Procured Project Loans. Pace shall have the specific right
      to seek Project Loans for the Partnership from its own lending sources. If
      Pace is successful in obtaining a commitment to make any Project Loan with
      respect to an Approved Project (i) with a lower effective rate of interest
    than is obtained by Sony/Block (taking into account any commitment fees,
     loan origination fees, or similar fees charged by the lender of the loans
 being compared and the guaranty fee payable to Sony/Block pursuant to
 Section 5.2(c)(1)(ii) hereof, if any), (ii) which does not impose any
    negative covenants on Sony or Blockbuster or require the delivery of any
     financial statements or information by Sony or Blockbuster and (iii) that
     otherwise satisfies all of the conditions of Section 5.2 hereof, then the
following provisions shall apply:                                   

                  (1) Sony/Block shall be obligated to cause, if requested, Sony
    and Blockbuster to execute a guaranty pursuant to which each
       severally guarantees the repayment of 50% of such Project Loan.

                  (2) The Partnership shall accept such loan obtained by Pace as
the Project Loan for such Approved Project.             

       (d) Partner Nonrecourse Debt. The Partnership may not incur any
    Partner Nonrecourse Debt without the unanimous approval of the Executive
Committee.                                                          

           (e) Requirement of Parent Guaranty. Notwithstanding any provision a
herein to the contrary, if the lender of any Project Loan for an    
   Amphitheater in the First Group is not a Sony/Block Related Party, then
   Sony/Block shall be required to cause the full faith and credit of Sony
 and Blockbuster to be utilized in the obtaining of such Project Loan.

5.2 Definition of Project Loan. As used in this Agreement, the term 
"Project Loan" shall mean a loan to the Partnership in connection with an       
Approved Project upon substantially the following terms:                        

   (a) Use of Project Loan Advances. Principal advances to the
      Partnership under a Project Loan may be used by the Partnership solely for
 payment or reimbursement of Project Costs for the Approved Project to
which the Project Loan relates.                                     

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   (b) Principal Amount. The principal amount available to the
      Partnership under a Project Loan shall be equal to an amount determined in
accordance with the following provisions:                           

                  (1) For a Project Loan which relates to an Approved Project in
           the First Group or to the Camden Amphitheater, the principal amount
       shall be equal to (x) eighty-five percent (85%) of the Budgeted
      Project Cost of the Approved Project to which the Project Loan
           relates minus (y) the amount of Pre-opening Concessionaire Advances
   for the Approved Project to which the Project Loan relates.

                  (2) For a Project Loan which relates to an Approved Project in
            the Second Group, the principal amount shall be equal to (x) seventy
          percent (70%) of the Budgeted Project Cost of the Approved Project
 to which the Project Loan relates minus (y) the amount of
       Pre-opening Concessionaire Advances for the Approved Project to
which the Project Loan relates.                         

      (c) Interest Rate. The interest rate which shall accrue on the
      principal balance outstanding from time to time under a Project Loan shall
be determined in accordance with the following provisions:          

          (1) Subject to the provisions of clause (2) below, the
            interest rate shall be a fixed rate of interest per annum during the
   term of such Project Loan determined in accordance with the
following provisions:                                   

                       (i) If a Sony/Block Related Party is the lender of such
                  Project Loan, the interest rate shall be (i) the lender's cost
of funds plus (ii) 0.75% per annum.         

                (ii) If the lender of such Project Loan is not a
               Sony/Block Related Party, but the Project Loan is fully and
      unconditionally guaranteed by one or both Sony and
              Blockbuster, then (i) the interest rate shall be the fixed
             rate per annum charged by such lender and (ii) Sony/Block
                 shall have the right to charge the Partnership a guaranty fee
         of 0.75% per annum on that portion of the outstanding
              principal balance outstanding from time to time under such
               Project Loan which is guaranteed by one or both of Sony and
Blockbuster.                                

                 (iii) If the lender of such Project Loan is not a
                  Sony/Block Related Party, and the Project Loan is not required
to be guaran-                               

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                  teed by one or both of Sony and Blockbuster, then the interest
          rate shall be the fixed rate per annum charged by such
lender.                                     

               (2) Notwithstanding the provisions of clause (1) above, the
following provisions shall apply:                       

                         (i) If (x) the fixed rate of interest per annum payable
          by the Partnership for any Project Loan (including any
                 guaranty fee payable to Sony/Block) exceeds the Treasury Rate
              at the time of the making of such Project Loan and (y) the
                full faith and credit of one or both of Sony and Blockbuster
                 were not utilized in the obtaining of such Project Loan or in
                the obtaining of the source of funding for the Project Loan,
               then Sony/Block shall be required to obtain another Project
                Loan for the Partnership utilizing the full faith and credit
                  of both Sony and Blockbuster in an attempt to reduce the fixed
               rate of interest payable by the Partnership with respect to
              such Project Loan, in which event the deadline for closing
                  such Project Loan, as provided in Section 5.1 hereof, shall be
extended for an additional thirty (30) days.

                      (ii) If (x) the aggregate interest rate payable by the
                Partnership for any Project Loan (including any guaranty fee
                payable to Sony/Block) exceeds the Treasury Rate and (y) the
           full faith and credit of both Sony and Blockbuster were
           utilized in obtaining the Project Loan or the source of
          funding for such Project Loan, then the Representative
                  designated by Pace shall have the right and option to withdraw
             his prior approval for the Approved Project to which such
                 Project Loan relates, in which event (i) the Partnership will
              not construct such Approved Project and (ii) such Approved
                Project shall be deemed, for all purposes of this Agreement,
               to be a Sony/Block Rejected Amphitheater (unless Sony/Block
         can reasonably demonstrate that Sony and Blockbuster,
                combined, do not have a sufficient amount of available funds
of their own to make the Project Loan).     

                  (iii) To avoid any ambiguity or uncertainty, it is
                  hereby specifically recognized, agreed and acknowledged that a
           guaranty arrangement whereby Sony and Blockbuster, on a
             several basis, each guarantee 50% of a Project Loan (or a
                 Renewal Loan) or the source of funding for a Project Loan (or
              a Renewal Loan) shall, for all purposes of Section 5.1(e),
                 this Section 5.2(c)(2) and Section 5.4(b)(3), be deemed to be
                 the utilization of the full faith and credit of both Sony and
Blockbuster in obtaining such Project Loan  

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             (or such Renewal Loan) or such source of funding for such
Project Loan (or such Renewal Loan).        

                  (d) Amortization. On or about the Construction Completion Date
     for the Approved Project to which a Project Loan relates, the
         outstanding principal balance of the Project Loan shall be placed
      on an amortization schedule of at least twenty (20) years with
          equal quarterly combined payments of principal and interest. Prior
       to the Construction Completion Date for the Approved Project to
            which a Project Loan relates, interest only shall be due and payable
no more frequently than once per calendar month.        

                 (e) Term. The entire unpaid principal balance and all accrued
            unpaid interest on a Project Loan shall be due and payable no sooner
         than ten (10) years after the Construction Completion Date of the
Approved Project to which such Project Loan relates.    

                  (f) Prepayment Rights. For a Project Loan made by a Sony/Block
            Related Party, the Partnership shall have the right to prepay all or
     any portion of the principal of such Project Loan at any time
        without payment of any premium or penalty. For any other Project
      Loan, Sony/Block shall attempt, but shall not be obligated, to
         obtain an agreement from the lender permitting the Partnership to
            have the right to prepay all or any portion of the principal balance
          of such Project Loan at any time without payment of any premium or
penalty.                                                

              (g) Conditions on Advances. If required by the lender of a
          Project Loan, the obligation of such lender to make advances under
            the Project Loan may be conditioned upon commercially reasonable and
      customary requirements set forth in a loan agreement, mortgage
       instrument or other written agreement with the Partnership. The
           following are non-exclusive examples of commercially reasonable and
        customary requirements which may be imposed as conditions to the
making of advances under a Project Loan:                

                      (1) That advances may not be made more often than once
per month.                                  

                        (2) That the lender of the Project Loan has received (i)
                 copies of the construction plans (approved by the appropriate
        governmental authorities) and specifications and all
       construction contracts, (ii) a certificate from the
          Amphitheater's architect certifying that the plans and
         specifications have been approved by him and that the
                 construction contracts executed to date are acceptable to him
          and satisfactorily provide for the construction of the
             Amphitheater, (iii) a copy of the building permit for the
    Amphitheater, (iv) an original current survey of

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             the land upon which the Amphitheater is to be constructed
               prepared by a registered public surveyor in form reasonably
                acceptable to the lender, (v) copies of insurance polices or
                  certificates of insurance indicating that appropriate policies
                  of liability and property insurance are in place, (vi) written
             statements from the applicable agencies or municipalities
                which, when taken together, provide evidence satisfactory to
                 the lender of the Project Loan that all utilities and related
               services necessary for the construction of the Amphitheater
              and the operation thereof for its intended purpose are (or
        will be prior to commencement of construction of the
              Amphitheater) available to the boundaries of the land upon
                which the Amphitheater shall be constructed, (vii) a written
                 report of soil tests prepared by a qualified engineering firm
              acceptable to the lender of the Project Loan containing no
                information deemed to be unsatisfactory by the lender in its
     reasonable discretion, (viii) a copy of a written
              environmental audit or assessment with respect to the land
          upon which the Amphitheater shall be constructed by an
                engineering firm acceptable to such lender and containing no
          information deemed to be unacceptable by lender in its
                 reasonable discretion, (ix) evidence that the Partnership has
            adequate funds available to complete construction of the
         Amphitheater if the Budgeted Project Cost exceeds the
              principal amount of the Project Loan and (x) evidence that
              there is or will be appropriate public access to the site,
  through direct access, easements or otherwise.

                    (3) That the lender has received (i) a legal opinion
           from counsel to the Partnership that the loan documents
       evidencing the Project Loan are duly authorized and
             enforceable in accordance with their terms and as to such
             other matters as such lender may reasonably request, (ii)
           executed originals of a promissory note, deed of trust,
             mortgage or other lien creating instrument and such other
          reasonable loan documents as are typically required to
                document a construction loan similar to the Project Loan and
                (iii) a copy of this Agreement, with all amendments thereto,
                  and such other documents required by the lender to evidence in
                a manner reasonably acceptable to the lender that the person
               executing the loan documents related to the Project Loan on
          behalf of the Partnership has proper authorization and
authority to do so.                         

                      (4) That the lender has received a mortgagee policy of
                title insurance in form reasonably acceptable to it and, for
                each advance, a down-date endorsement to such policy showing
no additional liens or exceptions to title. 

                      (5) That the lender has received a written request for
                 advance in form and substance reasonably acceptable to lender
certifying as to                            

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                 the Project Costs to be paid or reimbursed from the requested
                 advance under the Project Loan, with such supporting data and
            invoices and architect's certification as the Lender may
require.                                    

                     (6) If permitted in the applicable jurisdiction, lien
waivers from contractors and subcontractors.

                     (7) With respect to the final advance, a temporary or
                 permanent certificate of occupancy, guaranties and warranties
               from contractors and subcontractors, final lien waivers and
 releases from contractors and subcontractors.

                (h) Collateral. If required by the lender of a Project Loan,
         payment and performance of the obligations and liabilities of the
         Partnership in respect of such Project Loan shall be secured by a
          first and prior lien on the Partnership's interest in the Approved
         Project to which such Project Loan relates and such lien shall be
   created by a mortgage, deed of trust or other lien creating
       instrument which contains commercially reasonable and customary
terms and provisions.                                   

              (i) Closing Costs. The Partnership shall pay, if required,
        commitment fees, loan origination fees, or similar fees and such
            actual out-of-pocket expenses of the lender which directly relate to
          such Project Loan and which are customarily paid by borrowers when
          obtaining a construction loan similar to the Project Loan, such as
   the lender's attorneys' and consultants' fees, filing fees,
       recording costs and the cost of obtaining a mortgagee policy of
      title insurance for the lender. Notwithstanding the provisions
        contained in the immediately preceding sentence, the Partnership
            will not be required to pay any "commitment fees," "loan origination
            fees" or other similar fees in respect of any Project Loan made by a
Sony/Block Related Party.                               

5.3 Protection of Sony/Block Related Parties.                       

            (a) Collateral for Guarantor. If (i) the lender of a Project Loan is
     not a Sony/Block Related Party, (ii) the lender of such Project Loan does
not require that the Project Loan be secured by a lien on the       
    Partnership's interest in the Approved Project to which the Project Loan
 relates and (iii) a Sony/Block Related Party ("Sony/Block Guarantor")
   has guaranteed the repayment of all or any portion of the Project Loan,
      then the Partnership shall do each and all of the following simultaneously
with the closing of the Project Loan:                               

          (1) Execute, acknowledge and deliver to the Sony/Block
      Guarantor an instrument in the form attached hereto as Exhibit
5.3(a)(1)                                               

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            pursuant to which the Partnership indemnifies and holds harmless the
         Sony/Block Guarantor from and against any and all liability, loss
           or expense (including reasonable attorneys' fees and disbursements)
       arising out of or relating to the guaranty of the Project Loan.

          (2) Execute, acknowledge and deliver to the Sony/Block
            Guarantor a first mortgage encumbering the Partnership's interest in
          the Approved Project to which the Project Loan relates as security
           for the performance by the Partnership of its obligations under the
     indemnity instrument delivered pursuant to clause (1) of this
         Section 5.3(a). Any such mortgage instrument shall be in the form
            attached hereto as Exhibit 5.3(a)(2), with such modifications as may
           be reasonably necessary to conform to the requirements of the local
jurisdiction.                                           

               (3) Pay for and deliver to the Sony/Block Guarantor a title
           insurance policy insuring the mortgage delivered pursuant to clause
       (2) of this Section 5.3(a), free of any title exceptions except
those that are reasonably satisfactory to Sony/Block.   

                 (4) Deliver to the Sony/Block Guarantor an endorsement to the
    casualty insurance policy naming the Sony/Block Guarantor as
mortgagee.                                              

          (b) Restrictions on Loan Advances for Benefit of Guarantor. If (i)
    the lender of a Project Loan is not a Sony/Block Related Party, (ii) the
      lender does not impose any requirements upon the Partnership which must be
      satisfied as conditions to the making of advances to the Partnership under
the Project Loan and (iii) a Sony/Block Related Party ("Sony/Block  
     Guarantor") has guaranteed repayment of all or any portion of the Project
Loan, then the following provisions shall apply:                    

                 (1) Sony/Block may receive advances under the Project Loan on
            behalf of the Partnership and hold such funds in a separate account.

               (2) Sony/Block may condition the release of such funds held
           pursuant to clause (1) of this Section 5.3(b) upon the satisfaction
         of certain commercially reasonable and customary requirements set
          forth in a separate written instrument between the Partnership and
         Sony/Block. Non-exclusive examples of commercially reasonable and
     customary requirements which may be imposed as conditions for
         release of such funds to the Partnership are set forth in Section
5.2(g) of this Agreement.                               

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        (c) Limited Exception to Exclusivity Provisions. If a Sony/Block
     Related Party should ever acquire the Partnership's ownership interest in
  an Amphitheater as a result of a foreclosure under a mortgage provided
    pursuant to Sections 5.3(a)(2), 5.4(c)(2) or 5.5(c)(2) hereof, then such
     Sony/Block Related Party may thereafter own, manage and otherwise operate
such Amphitheater without being deemed to be in violation of the    
   exclusivity provisions or restrictions contained in Article XII of this
Agreement.                                                          

5.4 Renewal Loans.                                                  

           (a) Funding Sources for Balloon Amphitheater Loans. The Partnership
      shall fund the remaining principal balance due on any Balloon Amphitheater
   Loan at its maturity from the Sinking Fund. If (i) sufficient funds are
   not available from the foregoing source to pay the entire amount of the
   remaining principal balance due on any Balloon Amphitheater Loan at its
maturity and (ii) the Manager has not been able to obtain for the   
    Partnership, notwithstanding its reasonable best efforts to do so (which
shall require, at a minimum, offering to prospective lenders the    
  opportunity to receive a lien upon the then unencumbered assets of the
    Partnership), another source of funding reasonably satisfactory to Pace,
     then Sony/Block shall be obligated to make a loan ("Renewal Loan") to the
      Partnership at the maturity of such Balloon Amphitheater Loan in an amount
    necessary to cause the funds available to the Partnership, when combined
      with all funds available from the Sinking Fund, if any, to equal the final
    installment due on such Balloon Amphitheater Loan. Sony/Block shall have
    the right and option, exercisable in its sole discretion, to fulfill the
    obligations set forth in the immediately preceding sentence with respect
 to any Balloon Amphitheater Loan by causing a financially responsible
lender to make a Renewal Loan to the Partnership for such Balloon   
Amphitheater Loan.                                                  

          (b) Required Terms of Renewal Loan. As used in this Agreement, the
  term "Renewal Loan" shall mean a loan to the Partnership in connection
      with a matured Balloon Amphitheater Loan, upon substantially the following
terms:                                                              

                (1) The principal of the Renewal Loan shall be advanced in a
          single installment for the sole purpose of paying all amounts then
            due and payable in respect of the Balloon Amphitheater Loan to which
the Renewal Loan relates.                               

                  (2) The principal amount to be advanced under the Renewal Loan
           shall be in an amount equal to the (i) final installment due on the
         Balloon Amphitheater Loan to which the Renewal Loan relates minus
(ii) the then balance of the Sinking Fund.              

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                  (3) Interest shall accrue on the principal balance outstanding
          from time to time under a Renewal Loan at a fixed rate of interest
         per annum determined in accordance with the following provisions:

                       (i) If a Sony/Block Related Party is the lender of such
             Renewal Loan, the interest rate shall be (i) the lender's
cost of funds plus (ii) 1.0% per annum.     

                (ii) If the lender of such Renewal Loan is not a
                Sony/Block Related Party, but the Renewal Loan is guaranteed
        by one or both of Sony and Blockbuster, then (i) the
              interest rate shall be the fixed rate per annum charged by
                  such lender and (ii) Sony/Block shall have the right to charge
            the Partnership a guarantee fee of 1.0% per annum on the
                 portion of the principal amount outstanding from time to time
              under such Renewal Loan which is guaranteed by one or both
Sony and Blockbuster.                       

                 (iii) If the lender of such Project Loan is not a
                  Sony/Block Related Party, and the Project Loan is not required
                 to be guaranteed by one or both of Sony and Blockbuster, then
                  the interest rate shall be the fixed rate per annum charged by
such lender.                                

         If (x) the interest rate per annum payable by the Partnership for
           any Renewal Loan (including any guaranty fee payable to Sony/Block)
          exceeds the Treasury Rate and (y) the full faith and credit of one
          or both of Sony and Blockbuster were not utilized in the obtaining
         of such Renewal Loan or in the obtaining of the source of funding
         for the Renewal Loan, then Sony/Block shall be required to obtain
         another Renewal Loan for the Partnership utilizing the full faith
           and credit of both Sony and Blockbuster in an attempt to reduce the
     interest rate payable by the Partnership with respect to such
     Renewal Loan. Notwithstanding the provisions contained in the
           immediately preceding sentence, with respect to any Renewal Loan to
          be obtained to fund the Amphitheater Loan related to the Nashville
           Amphitheater upon its stated maturity, in no event shall Sony/Block
          be required to provide or obtain a guaranty from Sony in excess of
          twenty-five percent (25%) of such Renewal Loan or from Blockbuster
in excess of twenty-five percent (25%) of such Loan.    

              (4) A Renewal Loan shall be amortized with equal quarterly
          combined payments of principal and interest equal to the quarterly
          payments which were payable under the Balloon Amphitheater Loan to
which such Renewal Loan relates.                        

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                  (5) The Renewal Loan shall have as its scheduled maturity date
    the date upon which the Renewal Loan is to be fully paid and
        amortized based upon the amount of equal quarterly payments made
pursuant to clause (4) of this Section 5.4(b).          

                (6) If required by the lender of a Renewal Loan, payment and
            performance of the obligations and liabilities of the Partnership in
         respect of the Renewal Loan shall be secured by a first and prior
            lien on the Partnership's interest in the Amphitheater which had its
           Project Costs originally funded by the Balloon Amphitheater Loan to
which the Renewal Loan relates.                         

        (c) Protection of Sony/Block Related Party Guarantor. If (i) the
lender of a Renewal Loan is not a Sony/Block Related Party, (ii) the
 lender of such Renewal Loan does not require that the Renewal Loan be
     secured by a lien on the Partnership's interest in the Amphitheater which
    had its Project Costs originally funded by the Balloon Amphitheater Loan
  to which the Renewal Loan relates and (iii) a Sony/Block Related Party
      ("Sony/Block Guarantor") has guaranteed repayment of all or any portion of
the Renewal Loan, then the Partnership shall do each and all of the 
following simultaneously with the closing of the Renewal Loan:      

          (1) Execute, acknowledge and deliver to the Sony/Block
      Guarantor an instrument in the form attached hereto as Exhibit
         5.3(a)(1) pursuant to which the Partnership indemnifies and holds
      harmless the Sony/Block Guarantor from and against any and all
            liability, loss or expense (including reasonable attorneys' fees and
        disbursements) arising out of or relating to the guaranty of the
Renewal Loan.                                           

          (2) Execute, acknowledge and deliver to the Sony/Block
            Guarantor a first mortgage encumbering the Partnership's interest in
         the Amphitheater which had its Project Costs originally funded by
          the Balloon Amphitheater Loan to which the Renewal Loan relates as
            security for performance by the Partnership of its obligations under
        the indemnity instrument provided pursuant to clause (1) of this
        Section 5.4(c). The form of such mortgage instrument shall be in
the form attached hereto as Exhibit 5.3(a)(2), with such
      modifications as may be reasonably necessary to conform to the
requirements of the local jurisdiction.                 

               (3) Pay for and deliver to the Sony/Block Guarantor a title
           insurance policy insuring the mortgage delivered pursuant to clause
(2)                                                     

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         of this Section 5.4(c), free of any title exceptions except those
that are reasonably satisfactory to Sony/Block.         

                 (4) Deliver to the Sony/Block Guarantor an endorsement to the
    casualty insurance policy naming the Sony/Block Guarantor as
mortgagee.                                              

5.5 Replacement Loans.                                              

        (a) Determination of Need for Replacement Loan. If the Executive
    Committee unanimously agrees that the economic effect to the Partnership
  of the interest rate, amortization schedule, maturity date, prepayment
 rights and other terms of any Amphitheater Loan related to any of the
      Unwind Assets could be improved by replacing such Amphitheater Loan with a
new loan on the same general economic terms described in Section 5.2
hereof (taking into account any guaranty fee which may be payable to
  Sony/Block), then Sony/Block shall make a loan ("Replacement Loan") or
cause a financially responsible lender to make a Replacement Loan.  

          (b) Required Terms of a Replacement Loan. As used herein, the term
    "Replacement Loan" shall mean a loan made by Sony/Block or a financially
responsible lender on substantially the following terms:            

              (1) The Replacement Loan shall be made to the owner of the
         Amphitheater which secures repayment of the existing Amphitheater
Loan being replaced.                                    

                 (2) The proceeds of the Replacement Loan shall be used solely
           to pay and discharge the existing Amphitheater Loan being replaced.

              (3) The principal balance of the Replacement Loan shall be
      equal to the then principal balance outstanding, together with
           accrued and unpaid interest thereon and all other amounts then due,
under the existing Amphitheater Loan being replaced.    

                  (4) If required by a lender of a Replacement Loan, payment and
        performance of the obligations and liabilities of the obligor of
           such Replacement Loan shall be secured by a first and prior lien on
            the same assets and properties which secured payment of the existing
            Amphitheater Loan being replaced and such lien shall be created by a
       mortgage, deed of trust or other lien creating instrument which
            contains commercially reasonable and customary terms and provisions.

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                 (5) The other economic terms of the Replacement Loan shall be
          the same as those that are required for Project Loans as described
in Section 5.2 hereof.                                  

        (c) Protection of Sony/Block Related Party Guarantor. If (i) the
    lender of a Replacement Loan is not a Sony/Block Related Party, (ii) the
     lender of the Replacement Loan does not require that the Replacement Loan
be secured by a lien on the assets and properties which secure the  
    existing Amphitheater Loan being replaced and (iii) a Sony/Block Related
 Party ("Sony/Block Guarantor") has guaranteed repayment of all or any
      portion of the Replacement Loan, then the borrower of the Replacement Loan
     shall, as a condition to the closing of such loan, do each and all of the
following simultaneously with the closing of the Renewal Loan:      

          (1) Execute, acknowledge and deliver to the Sony/Block
      Guarantor an instrument in the form attached hereto as Exhibit
      5.3(a)(1) pursuant to which the borrower indemnifies and holds
      harmless the Sony/Block Guarantor from and against any and all
            liability, loss or expense (including reasonable attorneys' fees and
        disbursements) arising out of or relating to the guaranty of the
Replacement Loan.                                       

          (2) Execute, acknowledge and deliver to the Sony/Block
            Guarantor a first mortgage encumbering the same assets or properties
       which secured repayment of the existing Amphitheater Loan being
       replaced as security for the performance by the borrower of its
       obligations under the indemnity agreement delivered pursuant to
    clause (1) of this Section 5.5(c). The form of such mortgage
  instrument shall be in the form attached hereto as Exhibit
            5.3(a)(2), with such modifications as may be reasonably necessary to
conform to the requirements of the local jurisdiction.  

               (3) Pay for and deliver to the Sony/Block Guarantor a title
           insurance policy insuring the mortgage delivered pursuant to clause
       (2) of this Section 5.5(c), free of any title exceptions except
those that are reasonably satisfactory to Sony/Block.   

                 (4) Deliver to the Sony/Block Guarantor an endorsement to the
    casualty insurance policy naming the Sony/Block Guarantor as
mortgagee.                                              

      5.6 Special Provisions Relating to Charlotte Amphitheater. Notwithstanding
anything to the contrary contained elsewhere in this Agreement, the following   
provisions shall apply with respect to the Charlotte Amphitheater:              

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      (a) The Charlotte Loan. Reference is made to the fact that the
     Charlotte Asset has been contributed to the capital of the Partnership of
even date herewith at the Existing Facility Closing subject to an   
Amphitheater Loan ("Charlotte Loan") generally described as follows:

              (1) The initial principal balance at the Existing Facility
      Closing of the Charlotte Loan is $8,000,000. No accrued unpaid
        interest is outstanding under the Charlotte Loan at the Existing
Facility Closing.                                       

              (2) Interest shall accrue on the Charlotte Loan at a fixed
rate of seven percent (7.0%) per annum.                 

                 (3) Quarterly payments of $186,640.00 shall be payable on the
     Charlotte Loan based on a 20 year amortization schedule. Each
          payment shall be applied first against the accrued unpaid interest
thereon and then against the principal balance thereof. 

                (4) On April 1, 2004, the entire unpaid principal balance of
     the Charlotte Loan, together with all accrued unpaid interest
            thereon shall become due and payable. Prepayments of principal under
            the Charlotte Loan shall be expressly permitted without any penalty.

                  (5) The form and content of the promissory note evidencing the
           Charlotte Loan and the mortgage on the Charlotte Asset securing the
            Charlotte Loan shall be in form and content reasonably acceptable to
the Executive Committee.                                

    The obligation to perform and discharge the Charlotte Loan in accordance
with its terms is hereby contractually assumed by the Partnership.  

          (b) Priority Equity Distributions for Charlotte. Within forty-five
   (45) days after the end of each Debt Free Charlotte Year, the Charlotte
 Distribution Amount shall be disbursed by the Partnership as follows:

              (1) Sixty-five percent (65%) of the Charlotte Distribution
       Amount shall be distributed to Sony/Block as a special priority
            distribution; provided, that in no event shall any distribution made
            pursuant to this clause (1) ever be in excess of the then balance of
the Charlotte Preferred Cash Distribution Account; and  

               (2) Thirty-five percent (35%) of the Charlotte Distribution
          Amount shall be distributed to the Partners in proportion to their
respective Percentage Interests.                        

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      Notwithstanding the other provisions of this Section 5.6(b), for the first
     Debt Free Charlotte Year only, the Charlotte Distribution Amount shall be
 reduced by the sum of the amount, if any, by which the balance of the
Charlotte Phantom Loan Account exceeded the principal balance of the
Charlotte Loan as of the first day of such Debt Free Charlotte Year.

            (c) Special Distributions of Proceeds from Sales of Charlotte Asset.
    Notwithstanding the provisions of Section 8.6 hereof, but subject to the
    provisions of Section 16.5 hereof, the net cash proceeds received by the
 Partnership upon the disposition of the Charlotte Amphitheater or any
   portion thereof or any interest therein, after payment and discharge of
 the Amphitheater Loan related to the Charlotte Amphitheater, shall be
distributed, as soon after the completion of such disposition as is 
    reasonably practicable, to the Partners in accordance with the following
provisions:                                                         

                (1) First, to Sony/Block to the extent of the balance of the
        Charlotte Preferred Cash Distribution Account at the time of the
closing of such disposition; and                        

                 (2) Second, to the Partners in proportion to their respective
Percentage Interests.                                   

           (d) Termination of these Provisions. The provisions of this Section
   5.6 shall automatically terminate, with no action required by any party
 hereto, upon the earlier to occur of (i) the balance in the Charlotte
    Preferred Cash Distribution Account becoming $0.00, (ii) the Partnership
completing a disposition of its entire interest in the Charlotte    
Amphitheater or (iii) the closing of the Unwind Procedure.          

   5.7 Certain Defined Terms Used in Article V. As used in this Article V,
the following terms shall have the meanings indicated:                          

          (a) Charlotte Operations Expenditures: For any Charlotte Year, the
sum of the following:                                               

                (1) All Operating Obligations (including regularly scheduled
           principal and interest payments under the Amphitheater Loan related
          to the Charlotte Amphitheater) attributable to such Charlotte Year
   which are related to the use, ownership or operation of the
Charlotte Amphitheater;                                 

                 (2) All amounts applied against the Amphitheater Loan related
          to the Charlotte Amphitheater during such Charlotte Year which are
not                                                     

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            regularly scheduled payments of principal and interest thereon, such
as principal prepayments.                               

              (3) The cost of any capital improvements or refurbishments
           made to the Charlotte Amphitheater during such Charlotte Year which
   are either approved by the Executive Committee or expressly
      contemplated by the Annual Operating Budget applicable to such
Charlotte Year; and                                     

           (4) The Special Charlotte Ratio for such Charlotte Year
       multiplied by (i) the total amount required to be reimbursed to
        Pace pursuant to the provisions of Section 10.7(b) hereof during
            such Charlotte Year or (ii) such other amount that may be payable to
            a successor Manager for the provision of its management, booking and
          consulting services to the Partnership during such Charlotte Year.

       (b) Charlotte Receipts: With respect to any Charlotte Year, all
   revenues, receipts and other funds received by the Partnership from the
 operation, ownership or use of the Charlotte Amphitheater during such
  Charlotte Year (but specifically excluding any amounts received from a
sale of the Charlotte Asset by the Partnership).                    

         (c) Charlotte Year: A fiscal year beginning on November 1 of each
  calendar year and ending on October 31 of the following calendar year.

        (d) Debt Free Charlotte Year: Any one of the following described
Charlotte Years:                                                    

              (1) The Charlotte Year in which the Charlotte Phantom Loan
Account becomes $0.00.                                  

                (2) The Charlotte Year in which the balance of the Charlotte
Preferred Cash Distribution Account becomes $0.00.      

                 (3) All Charlotte Years between the Charlotte Years described
in clauses (1) and (2) of this Section 5.7(d).          

          (e) Special Charlotte Ratio: With respect to any Charlotte Year, a
   fraction, the numerator of which is one and the denominator of which is
     the total number of existing Amphitheaters in which the Partnership has a
Controlling Interest as of the end of such Charlotte Year.          

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        (f) Charlotte Preferred Cash Distribution Account: A bookkeeping
    account which shall be established and maintained in accordance with the
following provisions:                                               

           (1) The initial balance of the Charlotte Preferred Cash
Distribution Account shall be $7,000,000.               

                (2) The balance of the Charlotte Preferred Cash Distribution
        Account shall be decreased by (i) the amount of any distribution
            made to Sony/Block pursuant to Section 5.6(b)(1) hereof and (ii) the
     amount of any distribution made to Sony/Block pursuant to the
provisions of Section 5.6(c)(1) hereof.                 

       (g) Charlotte Phantom Loan Account: A bookkeeping account which
shall be established and maintained in accordance with the following
provisions:                                                         

                 (1) The initial balance of the Charlotte Phantom Loan Account
shall be $8,000,000.00.                                 

                (2) Except for the Charlotte Years covered by the provisions
            of clause (3) below, as of the last day of each Charlotte Year which
         ends after the Effective Date, the Charlotte Phantom Loan Account
shall be reduced by the lesser of:                      

                       (i) the actual amount by which the principal balance of
              the Charlotte Loan (or, if applicable, renewal, extension,
            rearrangement, replacement or consolidation thereof) was
                reduced by way of scheduled principal payments and principal
   prepayments made during such Charlotte Year; or

                     (ii) the sum of (x) the Charlotte Scheduled Principal
             Payment Amount for such Charlotte Year and (y) 65% of any
      Excess Charlotte Receipts for such Charlotte Year.

           For purposes of clause (i) of this Section 5.7(g)(2), any principal
            prepayments made on the Charlotte Loan pursuant to the provisions of
         Section 8.4(b) hereof within sixty (60) days after the end of any
    Charlotte Year shall be deemed to have been made during such
Charlotte Year.                                         

             (3) As of the last day of the Charlotte Year in which the
Charlotte Loan (or, if applicable, renewal, extension,  
         rearrangement, replacement or consolidation thereof) is fully and
     finally discharged by the Partnership and each Charlotte Year
thereafter, the Charlotte                               

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   Phantom Loan Account shall be reduced by the sum of (i) the
            Charlotte Scheduled Principal Payment Amount for such Charlotte Year
        and (ii) 65% of any Excess Charlotte Receipts for such Charlotte
Year.                                                   

           (h) Charlotte Scheduled Principal Payment Amount: For any Charlotte
   Year, the total amount of regularly scheduled principal payments due on
    the Charlotte Loan during such Charlotte Year based upon the original 20
year amortization schedule assuming, for these purposes, that (i) no
     prepayments of principal are ever made on the Charlotte Loan and (ii) the
     remaining principal balance of the Charlotte Loan is due on April 1, 2014
instead of April 1, 2004.                                           

          (i) Excess Charlotte Receipts: For any Charlotte Year, the amount,
if any, by which (x) the total amount of Charlotte Receipts for such
Charlotte Year exceeds (y) the sum of $746,560.00 and the amount of 
      Non-Debt Related Charlotte Operating Expenditures for such Charlotte Year.

      (j) Non-Debt Related Charlotte Operating Expenditures: For any
   Charlotte Year, all Charlotte Operating Expenditures for such Charlotte
    Year other than those attributable to principal and interest payments on
the Charlotte Loan.                                                 

            (k) Charlotte Distribution Amount: For any Debt Free Charlotte Year,
    the amount by which the total amount of Charlotte Receipts for such Debt
Free Charlotte Year exceeds the total amount of Charlotte Operating 
Expenditures for such Debt Free Charlotte Year.                     

[END OF ARTICLE V]

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ARTICLE VI

 Partnership's Obligation to Construct and Acquire Amphitheaters

      6.1 Construction of Approved Projects. The Partnership shall construct all
Approved Projects.                                                              

    6.2 Purchase of Existing Amphitheaters. The Partnership will not acquire
or purchase any interest in a previously existing Amphitheater without the      
unanimous consent of the Representatives attending a duly called and held       
meeting of the Executive Committee at which a quorum of the Representatives are 
present. However, the following provisions shall apply with respect to any      
existing Amphitheater which the Executive Committee does so approve for purchase
by the Partnership:                                                             

         (a) At the closing of the purchase of an interest in a previously
     existing Amphitheater, Sony/Block shall make a loan or cause a loan to be
      made by a financially responsible lender, upon the same economic terms and
      with the same collateral described in Section 5.2 hereof that are required
for a Project Loan related to an Approved Project, but in a single  
    principal advance in the amount of (i) the Applicable Percentage (herein
defined) of the gross purchase price of such previously existing    
Amphitheater minus (ii) the amount of any Pre-opening Concessionaire
Advances for such previously existing Amphitheater. As used in the  
  immediately preceding sentence, the term "Applicable Percentage" shall
    mean (i) 85% if the existing Amphitheater to be purchased will be in the
      First Group and (ii) 70% if the existing Amphitheater to be purchased will
  be in the Second Group. If applicable, a Sony/Block Guarantor shall be
     entitled to the same rights, protections and privileges in respect of any
    loan made pursuant to this Section 6.2(a) as are provided for in Section
     5.3 hereof with respect to a Project Loan. The loan to be extended to the
     Partnership pursuant to the provisions of this Section 6.2(a) shall be an
     "Amphitheater Loan" related to the Amphitheater (or the interest therein)
  being purchased by the Partnership for all purposes of this Agreement.

    (b) The balance of the purchase price shall be paid from the
following sources:                                                  

                 (1) The Contributed Project Funds (including unpaid principal
            amounts under the Sony/Block Notes which are payable upon the demand
of the Manager); and                                    

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                (2) Unrestricted Funds of the Partnership to the extent that
          the Executive Committee reasonably determines that such funds will
     not be needed for the payment of Operating Obligations of the
Partnership.                                            

   If sufficient funds are not available from the foregoing sources to pay
     the balance of the purchase price of any such existing Amphitheater, then
the Partners shall be obligated to contribute to the capital of the 
      Partnership an amount equal to that amount which is necessary to cause the
      total amount of funds available to the Partnership for the payment of such
   purchase price, when combined with all funds available from the sources
      listed in clause (b) above, to equal the balance of the purchase price for
    such existing Amphitheater. The amounts to be contributed to the capital
of the Partnership pursuant to this Section 6.2 shall be made in    
proportion to the Percentage Interest of the Partners.              

 [END OF ARTICLE VI]

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                 Article VII - Provisions Relating to the MCA/PACE Amphitheaters
                                                                         Page 66

 ARTICLE VII

 Provisions Relating to the MCA/PACE Amphitheaters

      7.1 Generally. Reference is made to the fact that PACE Amphitheatres, Inc.
("PAI"), an Affiliate of Pace, is a 32.5% partner in MCA/Pace Amphitheaters     
Group, L.P. ("MCA Partnership"). No interest in the MCA/Pace Amphitheaters has  
been contributed to the Partnership. Pace represents and warrants to the        
Partnership that the MCA Partnership owns a Controlling Interest in each of the 
MCA/Pace Amphitheaters. Pace represents and warrants to the Partnership that    
PAI's ownership interest in the MCA Partnership is not a Controlling Interest in
the MCA/Pace Amphitheaters.                                                     

      7.2 Pace's Obligations to Partnership Regarding MCA/PACE Amphitheaters. If
Pace, or any one or more of Pace's Affiliates, should at any time hereafter     
acquire a transferrable Controlling Interest in one or both of the MCA/Pace     
Amphitheaters ("Pace Controlled MCA Amphitheaters"), then the following         
provisions shall apply:                                                         

          (a) Offer to Sell to Partnership. Pace shall be required to offer,
   or cause to be offered, to the Partnership the option to purchase ("MCA
  Purchase Option") such Controlling Interest in the Pace Controlled MCA
Amphitheaters upon the following terms:                             

                  (1) With respect to any Pace Controlled MCA Amphitheaters, the
            MCA Purchase Option must be extended to the Partnership in a written
           notice from Pace to Sony/Block on or before 120 days after Pace, or
      any one or more of Pace's Affiliates, acquire such Controlling
Interest in such Amphitheater.                          

                (2) The MCA Purchase Option must be open for exercise by the
         Partnership for at least 90 days following delivery of the notice
     provided to Sony/Block pursuant to clause (1) of this Section
7.2(a).                                                 

          (3) The Partnership shall have the right and option to
            purchase all, but not a portion of, such Controlling Interest in the
      Pace Controlled MCA Amphitheaters pursuant to the MCA Purchase
      Option for a purchase price equal to the sum of the following:

                       (i) For that portion of such Controlling Interest which
                is attributable to the 32.5% partnership interest in the MCA
                Partnership currently owned by Pace Amphitheaters, Inc., the
          sum of (A) $6,400,341.00 if both MCA/Amphitheaters are
involved,                                   

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            $1,285,165.00 if only Lakewood Amphitheater (Atlanta) is
           involved or $5,115,176.00 if only Starplex Amphitheater
                 (Dallas) is involved and (B) 32.5% of the amount by which the
                  principal balance of the currently existing Amphitheater Loans
              related to the MCA/Pace Amphitheaters are reduced (if any)
                between the date of this Agreement and the date that the MCA
               Purchase Option is extended by Pace to the Partnership; and

                  (ii) For the remaining portion of such Controlling
                 Interest in the Pace Controlled MCA Amphitheaters, Pace's (or
            its Affiliates') actual cost of acquiring such remaining
                  portion of the Controlling Interest (such cost to specifically
               include the principal balance of any debt which Pace or its
                 Affiliates assumes or takes subject to in connection with the
                acquisition of such Controlling Interest; provided, that the
                 Partnership (x) shall apply the payment of the purchase price
            funded in the manner described in clause (c) below first
              against the discharge and payment of such debt or (y) may,
               upon unanimous consent of the Partners, pay this portion of
              the purchase price by assuming such debt or taking subject
thereto).                                   

              (4) Pace shall promptly provide to Sony/Block all relevant
            financial data and other information that is reasonably necessary to
         assist in the calculation and determination of the purchase price
described in clause (3) of this Section 7.2(a).         

         (b) Sony/Block's Decision. Notwithstanding any other provision of
      this Agreement to the contrary, the decision as to whether the Partnership
will exercise the MCA Purchase Option shall be made unilaterally by 
Sony/Block.                                                         

         (c) Financing of Purchase Price. If the Partnership exercises the
  MCA Purchase Option, the purchase price of the Controlling Interest in
      the Pace Controlled MCA Amphitheaters shall be financed in accordance with
the provisions of Section 6.2 hereof.                               

      (d) Effect on Unwind Procedure. If the Partnership purchases a
      Controlling Interest in any Pace Controlled MCA Amphitheater ("Partnership
 MCA Amphitheaters") pursuant to the MCA Purchase Option, then (i) the
 Amphitheater Loan related to such Partnership MCA Amphitheaters shall
thereafter be included in Pace's Allocated Debt for purposes of the 
     provisions of a Section 8.4 hereof and (ii) the Partnership's Controlling
  Interest in such Partnership MCA Amphitheaters shall be distributed to
Pace (or its designee)                                              

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   at the closing of the Unwind Procedure and Pace shall be required to do
the following at the closing of the Unwind Procedure as a result:   

          (1) If any Major Capital Improvements were made by the Partnership
     with respect to the Partnership MCA Amphitheaters, then Pace shall pay to
    Sony/Block an amount equal to two-thirds of the total cost of such Major
Capital Improvements pursuant to clause (g) of Section 9.4 hereof.  

          (2) Pace shall pay to Sony/Block an amount equal to the sum of the
following:                                                          

                (i) 100% of the Contributed Project Funds previously applied
   to the purchase price of the Partnership MCA Amphitheaters.

               (ii) Two-thirds of the Partnership's General Funds (as such
          term is defined in clause (h)(2) of Section 9.4 hereof) previously
           applied to the purchase price of the Partnership MCA Amphitheaters.

  All amounts payable to Sony/Block pursuant to this clause (2) shall be
     deemed, to be payable pursuant to Section 9.4(h) hereof at the closing of
the Unwind Procedure.                                               

         (3) Pace shall pay to Sony/Block an amount equal to two-thirds of
the sum of the following:                                           

              (i) (A) The Partnership's share of the amount of principal
    outstanding under the Amphitheater Loans which relate to the
          Partnership MCA Amphitheaters at the time the Controlling Interest
          in such Amphitheaters is acquired by the Partnership minus (B) the
            Partnership's share of the amount of principal outstanding under the
            Amphitheater Loans which relate to the Partnership MCA Amphitheaters
at the time of the closing of the Unwind Procedure; and 

                  (ii) (A) The Unamortized Amount of any Existing MCA Concession
Loans at the time that the Controlling Interest in such 
   Amphitheaters was acquired by the Partnership minus (B) the
            Unamortized Amount of such Existing MCA Concession Loans at the time
of the closing of the Unwind Procedure.                 

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           All amounts payable to Sony/Block pursuant to this clause (3) shall
        be deemed to be payable pursuant to Section 9.4(k) hereof at the
          closing of the Unwind Procedure. As used above, the term "Existing
       MCA Concession Loan" shall mean any Concession Loan made to the
   owner (or its predecessor in interest) of a Partnership MCA
     Amphitheater prior to the acquisition of such Partnership MCA
           Amphitheater (or a Controlling Interest therein) by the Partnership
        pursuant to, or in connection with, a concession agreement which
           remains in effect at the time of such acquisition and is related to
     the sale of concessions at such Partnership MCA Amphitheater.

                 (4) If Pace, or any one or more Pace's Affiliates, acquires a
         Controlling Interest in one or both of the MCA/PACE Amphitheaters
   after the closing of the Unwind Procedure, then none of the
         provisions of this Section 7.2 shall apply and Pace shall have no
           obligation or duty to offer any of its Controlling Interest in such
      Amphitheaters to the Partnership pursuant to this Section 7.2.

     7.3 Number of New Amphitheaters. Notwithstanding anything to the contrary
contained in this Agreement, if the Partnership acquires a Controlling Interest 
in both MCA/Pace Amphitheaters at any time after the date hereof, such          
Amphitheaters shall, for all purposes hereof, be deemed to be only one (1) New  
Amphitheater.                                                                   

      7.4 Best Efforts to Obtain a Transferrable Interest. If Pace or any of its
Affiliates should ever enter negotiations with the other partners in the MCA    
Partnership in connection with the possible acquisition by Pace or any of its   
Affiliates of a Controlling Interest in one or both of the MCA/Pace             
Amphitheaters, then Pace hereby covenants and agrees with Sony/Block that it    
will exercise its best efforts to structure such acquisition in a manner that   
Pace or its Affiliate will acquire a Controlling Interest in such Amphitheaters 
that will be transferable on a reasonable basis.                                

[END OF ARTICLE VII]

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                                                                         Page 70

ARTICLE VIII

Tax Allocations, Maintenance of Capital Accounts
 and Distributions of Cash

8.1 Tax Allocations.                                                

           (a) Generally. Except as provided to the contrary elsewhere in this
      Section 8.1, all of the Partnership's income, gain, losses, deductions and
credits shall be allocated among the Partners in proportion to their
respective Percentage Interests.                                    

            (b) Section 704(c). Income, gain, loss and deduction with respect to
 any item of property contributed to the Partnership shall, solely for
   federal income tax purposes, be allocated between the Partners so as to
  take into account any difference between the Gross Asset Value of such
      item of property and its adjusted basis for federal income tax purposes on
 the date of such contribution, in accordance with the requirements of
   Section 704(c) of the Code. If the Gross Asset Value of any Partnership
property is adjusted pursuant to Section 8.3(e) hereof, subsequent  
allocations of income, gain, loss and deduction with respect to such
      property shall take account of any variation between the adjusted basis of
      such property and its Gross Asset Value as so adjusted, in the same manner
   as provided for under Section 704(c) of the Code. All allocations under
    this Section 8.1(b) shall be made in such a manner as the Partners shall
   determine reasonably reflects the requirements of Section 704(c) of the
      Code. No allocations pursuant to this Section 8.1(b) shall be reflected as
an adjustment to any Partner's Capital Account.                     

      (c) Gain or Loss upon Sale of an Amphitheater. Notwithstanding
   clause (a) of this Section 8.1, but subject to the provisions of clause
(b) of this Section 8.1,                                            

                (1) the gain, if any, recognized by the Partnership upon any
 disposition of any Amphitheater (other than the Charlotte
          Amphitheater) or any portion thereof or any interest therein shall
be allocated as follows:                                

                      (i) first, to any Partner the balance of whose Capital
                Account is negative, in the amount necessary to restore such
balance to zero;                            

                     (ii) second, to the Partners to the extent and in the
            ratios necessary to cause the balances in the respective
Capital Ac-                                 

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        counts of they Partners to be in the ratios of their
                respective Percentage Interests (provided, that for purposes
           of this clause (c)(1)(ii) only, prior to the allocation
            required by this clause (c)(1)(ii), Sony/Block's Capital
              Account shall be deemed to have been increased by the then
                outstanding principal balance of the Sony/Block Notes unless
          such outstanding principal balance has previously been
            reflected as an increase in Sony/Block's Capital Account
              pursuant to the provisions of clause (x) or (y) of Section
8.3(i) hereof); and                         

                     (iii) any remaining gain shall be allocated among the
         Partners in the ratios of their respective Percentage
Interests.                                  

                (2) the gain, if any, recognized by the Partnership upon any
           disposition of the Charlotte Amphitheater or any portion thereof or
any interest therein shall be allocated as follows:     

                        (i) First, to Sony/Block to the extent of the balance of
                 the Charlotte Preferred Cash Distribution Account at the time
of the closing of such disposition; and     

                      (ii) Any remaining gain shall be allocated between the
               Partners in accordance with the provisions of clause (1) of
this Section 8.1(c).                        

                 (3) the loss, if any, recognized by the Partnership, upon any
     disposition of any Amphitheater or any portion thereof or any
interest therein shall be allocated as follows:         

                   (i) First, to the Partners to the extent and in the
            ratios necessary to cause the balances in the respective
                 Capital Accounts of the Partners to be in the ratios of their
                respective Percentage Interests (provided, that for purposes
          of this clause (c)(3)(i) only, prior to the allocation
           required by this clause (c)(3)(i), Sony/Block's Capital
              Account shall be deemed to have been increased by the then
                outstanding principal balance of the Sony/Block Notes unless
          such outstanding principal balance has previously been
            reflected as an increase in Sony/Block's Capital Account
              pursuant to the provisions of clause (x) or (y) of Section
8.3(i) hereof); and                         

                    (ii) Any remaining loss shall be allocated among the
         Partners in the ratios of their respective Percentage
Interests.                                  

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            (d) Minimum Gain Chargeback. Except as otherwise provided in Section
      1.704-2(f) of the Regulations, notwithstanding any other provision of this
      Section 8.1, if there is a net decrease in Partnership Minimum Gain during
any Fiscal Year, each Partner shall be specially allocated items of 
Partnership income and gain for such Fiscal Year (and, if necessary,
      subsequent Fiscal Years) in an amount equal to such Partner's share of the
   net decrease in Partnership Minimum Gain, determined in accordance with
Regulations Section 1.704-2(g). Allocations pursuant to the previous
      sentence shall be made in proportion to the respective amounts required to
be allocated to each Partner pursuant thereto. The items to be so   
   allocated shall be determined in accordance with Sections 1.704-2(f)(6)
    and 1.704-2(j)(2) of the Regulations. This Section 8.1(d) is intended to
     comply with the minimum gain chargeback requirement in Section 1.704-2(f)
of the Regulations and shall be interpreted consistently therewith. 

         (e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal
   Year or other period shall be specially allocated among the Partners in
proportion to their Percentage Interests.                           

            (f) Partner Minimum Gain Chargeback. Except as otherwise provided in
Section 1.704-2(i)(4) of the Regulations, notwithstanding any other 
provision of this Section 8.1, if there is a net decrease in Partner
    Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt
during any Fiscal Year, each Partner who has a share of the Partner 
  Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse
Debt, determined in accordance with Section 1.704-2(i)(5) of the    
     Regulations, shall be specially allocated items of Partnership income and
     gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in
  an amount equal to such Partner's share of the net decrease in Partner
  Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse
  Debt, determined in accordance with Regulations Section 1.704-2(i)(4).
     Allocations pursuant to the previous sentence shall be made in proportion
to the respective amounts required to be allocated to each Partner  
 pursuant thereto. The items to be so allocated shall be determined in
accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the     
   Regulations. This Section 8.1(f) is intended to comply with the minimum
   gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations
and shall be interpreted consistently therewith.                    

   (g) Partner Nonrecourse Deductions. Any Partner Nonrecourse
      Deductions for any Fiscal Year shall be specially allocated to the Partner
who bears the economic risk of loss with respect to the Partner     
Nonrecourse Debt to which such Partner Nonrecourse Deductions are   
attributable in accordance with Regulations Section 1.704-2(i)(1).  

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        (h) Special Income Allocation for Charlotte. Notwithstanding any
 other provision of this Section 8.1, for each Fiscal Year, Sony/Block
   shall be specially allocated items of Partnership gross income equal to
  the amount of cash distributions made to Sony/Block during such Fiscal
Year pursuant to the provisions of Section 5.6(b)(1) hereof.        

     (i) Special Allocations Related to Abandonment of an Approved
Project. Notwithstanding any other provision of this Section 8.1,   

              (1) For any Fiscal Year in which Sony/Block makes a deemed
     capital contribution pursuant to clause (x) of Section 5.1(b)
            hereof, Sony/Block shall be specially allocated items of Partnership
          deduction and loss equal to (i) three (3.0) multiplied by (ii) the
      amount of such deemed capital contributions made by Sony/Block
           during such Fiscal Year pursuant to the provisions of clause (x) of
   Section 5.1(b) hereof. To the extent possible, the items of
        Partnership deduction and loss specially allocated to Sony/Block
       pursuant to the immediately preceding sentence shall consist of
            those deductions and losses related to the Project Costs referred to
in clause (x) of Section 5.1(b) hereof.                 

                (2) For any Fiscal Year in which Pace makes a deemed capital
         contribution pursuant to clause (ii) of Section 5.1(b)(2) hereof,
            Pace shall be specially allocated items of Partnership deduction and
       loss equal to (i) one and one-half (1.5) multiplied by (ii) the
            amount of such deemed capital contributions made by Pace during such
        Fiscal Year pursuant to the provisions of clause (ii) of Section
5.1(b)(2) hereof.                                       

          (j) Interim Development Costs. Notwithstanding any other provision
      of this Section 8.1, certain special allocations of Partnership deductions
     and losses shall be made to Sony/Block, if applicable, in accordance with
   the provisions of Section 4.15(b) hereof in the first Fiscal Year which
ends after the execution of this Agreement.                         

           (k) Special Income Allocation for Distributions Attributable to the
Pace Preferred Account. Notwithstanding any other provision of this 
      Section 8.1, for each Fiscal Year, Pace shall be specially allocated items
      of Partnership gross income equal to the amount of cash distributions made
 to Pace during such Fiscal Year pursuant to the provisions of Section
8.7(a) hereof.                                                      

8.2 Transferor/Transferee Allocations. If a Partnership Interest is 
transferred during any year, the income, gains, losses and deductions allocable 
in respect of that Partnership Interest shall be prorated between the transferor
and the transferee on the                                                       

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basis of the number of days in the year that each was the holder of that        
Partnership Interest without regard to the results of the Partnership operations
during the period before and after the transfer (unless either the transferor or
the transferee elects to use an allocation based on the results as of the record
date of transfer, to the extent permitted by the Code, and agrees to reimburse  
the Partnership for the cost of making and recording such allocation).          

8.3 Maintenance of Capital Accounts. A Capital Account shall be     
established and maintained for each Partner in accordance with the following    
provisions:                                                                     

         (a) Increases in Capital Accounts. Each Partner's Capital Account
     shall be increased by (i) the amount of cash and the fair market value of
all property contributed by such Partner to the Partnership (net of 
liabilities assumed by the Partnership or to which the contributed  
   property is subject), (ii) that Partner's allocable share of income and
gain for federal income tax purposes (excluding any allocations made
    pursuant to Section 8.1(b) hereof), (iii) that Partner's allocable share
    of the unrealized gain attributable to property with respect to which an
 adjustment shall have been effected pursuant to subsection (d) or (e)
      below, and (iv) that Partner's allocable share (determined by reference to
      its share of the proceeds of such items under the terms of this Agreement)
    of income exempt from tax described in section 705(a)(1)(B) of the Code.

         (b) Decreases in Capital Accounts. Each Partner's Capital Account
     shall be decreased by (i) the amount of cash and the fair market value of
   all property distributed to such Partner (net of liabilities assumed by
 the Partner or to which the property is subject), (ii) that Partner's
     allocable share of losses and other items of deduction for federal income
   tax purposes (excluding any allocations made pursuant to Section 8.1(b)
hereof), (iii) that Partner's allocable share of the unrealized loss
   attributable to property with respect to which an adjustment shall have
been effected pursuant to subsection (d) or (e) below, and (iv) that
Partner's allocable share of expenditures described in Section      
705(a)(2)(B) of the Code.                                           

          (c) Use of Gross Asset Value. For purposes of computing the amount
  of any item of income, gain, loss, or deduction to be reflected in the
Partners' Capital Accounts, the determination, recognition and      
  classification of such items shall be the same as their determination,
  recognition and classification for federal income tax purposes, except
that (i) gain or loss resulting from any disposition of Partnership 
 property with respect to which gain or loss is recognized for federal
 income tax purposes (including any deemed disposition required by the
    provisions of Section 8.3(d) hereof) shall be computed with reference to
the Gross Asset Value of the property disposed of, rather than its  
adjusted basis, and (ii) depreciation, amortization, or other cost  
recovery                                                            

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deductions with respect to an item of Partnership property shall be computed    
with reference to the Gross Asset Value of such property rather than its        
adjusted basis.                                                                 

       (d) Effect of Distributions In Kind on Capital Accounts. If any
     asset of the Partnership is distributed in kind, then pursuant to Section
   1.704-1(b)(2)(iv)(e) of the Regulations, such asset shall be treated as
  if it were sold in a taxable disposition equal to its then fair market
     value (determined by taking into account the effect of Section 7701(g) of
     the Code, if applicable) just prior to its distribution and the resulting
deemed gain or loss shall be allocated pursuant to the following    
     provisions for purposes of adjusting the balances of the Capital Accounts
of the Partners only:                                               

             (1) If such asset of the Partnership is being distributed
            pursuant to the Unwind Procedure, then (i) the deemed gain from such
            asset shall be allocated first to the Partner which does not receive
   and is not deemed to receive the distribution of such asset
         ("Nonreceiving Partner") to the extent of depreciation deductions
           with respect to such asset previously allocated to the Nonreceiving
      Partner and then to the Partner which receives or is deemed to
        receive the distribution of such asset; and (ii) the deemed loss
           from such asset shall be allocated to the Partner which receives or
is deemed to receive the distribution of such asset; and

                (2) If such asset is being distributed for any other reason,
          then deemed gain or loss from such asset shall be allocated in the
manner described in Section 8.1(c) hereof.              

            (e) Effect of New Partners or Retiring Partners on Capital Accounts.
    Upon the acquisition of an additional interest in the Partnership by any
  new or existing partner in exchange for more than a de minimis capital
     contribution, or immediately prior to the distribution by the Partnership
to a Partner of more than a de minimis amount of money or other     
     Partnership property as consideration for an interest in the Partnership,
    at the request of any Partner made within 60 days of such acquisition or
      distribution, the Gross Asset Value of all Partnership properties shall be
     determined, and the unrealized gain or loss that would have been realized
   if the sale of such properties at their Gross Asset Values had occurred
      shall be charged or credited to the Capital Accounts of the Partners as if
such properties had actually been sold by the Partnership.          

          (f) Compliance with Treasury Regulations. The foregoing provisions
      and the other provisions of this Agreement relating to they maintenance of
 Capital Accounts are intended to comply with the Treasury Regulations
issued                                                              

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pursuant to Section 704(b) of the Code, and shall be interpreted and
 applied in a manner consistent with such regulations. If the Partners
shall determine that it is prudent to modify the manner in which the
    capital accounts are computed or maintained in order to comply with such
regulations, the Partners may make such modification.               

           (g) Transferee of Partnership Interest. A transferee of an interest
      in the Partnership shall succeed to the Capital Account of the transferor.

     (h) Capital Account Make-Up Provision. If a Partner's Capital
Account has a deficit balance following liquidation (as defined in  
Treasury Regulation Section 1.704-1(b)(2)(ii)(g)) of the Partner's  
      interest in the Partnership (after taking into account all Capital Account
    adjustments for the taxable year of the Partnership in which liquidation
      occurs), the Partner shall, by the end of such taxable year (or, if later,
 within 90 days after the date of such liquidation), contribute to the
  Partnership an amount necessary to increase the balance in its Capital
Account to zero. Any amount so contributed shall be distributed as  
provided in Section 16.5 hereof.                                    

       (i) Effect of Sony/Block Notes on Capital Accounts. Pursuant to
      Section 1.704-1(b)(2)(iv)(d)(2) of the Regulations, the Capital Account of
Sony/Block shall not be increased by the principal amount of the    
Sony/Block Notes upon contribution of the Sony/Block Notes to the   
      Partnership; however, Sony/Block's Capital Account shall be increased upon
   (x) a taxable disposition of the Sony/Block Notes by the Partnership or
 (y) any principal payments being made on the Sony/Block Notes (to the
    extent of such payments). Interest payments made on the Sony/Block Notes
   shall not be treated as contributions to the capital of the Partnership
     and therefore shall not be credited to the Capital Account of Sony/Block.

8.4 Partnership's Use and Distribution of Free Cash.                

       (a) Determination of Amount of Free Cash. On November 1 of each
     calendar year, the Executive Committee shall determine the amount of cash
then held by Partnership which is "Free Cash." For purposes of the  
     immediately preceding sentence, the Partnership's Free Cash, at any given
    time, shall be all of the Partnership's cash on hand at such time except
for:                                                                

              (1) subject to the adjustment to the amount of the Sinking
           Fund required by Section 8.5(c) hereof, the Restricted Funds of the
Partnership;                                            

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                  (2) that portion of the Partnership's Unrestricted Funds which
   the Manager reasonably determines will be needed to pay the
   Partnership's Operating Obligations between the date of the
     determination of the amount of Free Cash and the next revenue
generating period for the Partnership;                  

               (3) the proceeds of any Pre-opening Concessionaire Advances
         which are then held by the Partnership and required to be applied
   against the Project Costs of the Amphitheater to which such
  Pre-opening Concessionaire Advances relate pursuant to the
provisions of this Agreement;                           

                  (4) that portion of the Partnership's Unrestricted Funds which
           the Executive Committee has previously determined shall be used (i)
     to pay a portion of the Budgeted Project Cost of any Approved
          Project pursuant to the provisions of Section 4.11(d) hereof, (ii)
          to pay for any Cost Overruns pursuant to the provisions of Section
      4.13 hereof or (iii) to apply towards the purchase price of an
          existing Amphitheater pursuant to the provisions of Section 6.2(b)
(2) hereof;                                             

           (5) any Partnership funds attributable to any Charlotte
           Receipts received by the Partnership during any Debt Free Charlotte
        Year which shall be governed by the provisions of Section 5.6(b)
hereof;                                                 

                  (6) all net cash proceeds received by the Partnership from the
          disposition of its interest in any Amphitheater, after payment and
        discharge of any Amphitheater Loan related to such Amphitheater,
           which shall be governed by the provisions of Sections 5.6(c) or 8.6
hereof; and                                             

            (7) that portion of the Partnership's Unrestricted Funds
           needed to fund the priority equity distribution then required to be
         made to Pace pursuant to the provisions of Section 8.7(a) hereof.

       (b) Distribution and Use of Free Cash. Within fifteen (15) days
      after the determination of the amount of Free Cash held by the Partnership
pursuant to the provisions of clause (a) of this Section 8.4, the   
   Partnership shall utilize, apply and distribute all of the Free Cash in
accordance with the following provisions:                           

             (1) Prepayment of Amphitheater Loans. The Debt Prepayment
          Portion of the Free Cash (herein defined) shall be segregated from
          the other funds of the Partnership to be specifically used for the
reduction                                               

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  of the principal balance of the Partnership's share of the
       Amphitheater Loans in accordance with the following provisions:

                     (i) The Debt Prepayment Portion of Free Cash shall be
                  allocated between and among the Amphitheater Loans relating to
                the Amphitheaters in which the Partnership has a Controlling
              Interest in such amounts and in such proportions as may be
determined by the Executive Committee.      

                        (ii) Subject to the provisions of clauses (iii) and (iv)
               below, the part of the Debt Prepayment Portion of Free Cash
              allocated to each Amphitheater Loan in accordance with the
                 provisions of clause (i) above shall be paid to the lender of
             such Amphitheater Loan as a principal prepayment thereon.

                    (iii) With respect to any Amphitheater Loan that the
                  Executive Committee has determined cannot be prepaid without a
           material adverse effect on the economic interest of the
                Partnership, the part of the Debt Prepayment Portion of Free
                 Cash which is allocated to such Amphitheater Loan pursuant to
                  the provisions of clause (i) above shall be held in a separate
              account maintained by the Partnership ("Sinking Fund") and
                thereafter governed by the provisions of Section 8.5 hereof.
         Examples of reasons why the Executive Committee might
              determine an Amphitheater Loan cannot be prepaid without a
           material adverse effect on the economic interest of the
                  Partnership include (x) the existence of a material prepayment
               penalty under the terms of the Amphitheater Loan or (y) the
           Amphitheater Loan is owed by a partnership in which the
                Partnership is only a partner and the other partners in such
                partnership are not willing to pay their proportionate share
of such a principal prepayment.             

                     (iv) If any amount ("Unwind Debt Amount") of the Debt
              Prepayment Portion of Free Cash is allocated to any of the
                  Unwind Amphitheater Loans pursuant to the provisions of clause
               (i) above, then, unless the Executive Committee unanimously
           agrees otherwise, the following provisions shall apply:

                            (A) The Unwind Debt Amount, or any part thereof,
             may only be paid to the lenders of the Unwind
                    Amphitheater Loans to which it has been allocated as
                    principal prepayments thereon to the extent that the
                  principal balance of Pace's Allocated Debt, Sony's
Allocated Debt and Block-       

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                    buster's Allocated Debt will be reduced equally as a
     result of such principal prepayments.

                           (B) Any part of the Unwind Debt Amount which is
                        not paid to the lenders of the Unwind Amphitheater Loans
                      as a principal prepayment thereon shall be held in the
                      Sinking Fund and thereafter governed by the provisions
of Section 8.5 hereof.          

                       (2) Distribution to Partners. The remainder of the Free
              Cash shall be distributed to the Partners in the following
          order of priority and in accordance with the following
provisions:                                 

                              (i) First, to the Partners for application against
                        any outstanding loans previously made by the Partners to
                 the Partnership pursuant to Sections 4.12 or 4.13
                   hereof, in proportion to, and to the extent of, the
                    outstanding principal balance of, and accrued unpaid
interest on, such loans.        

                            (ii) Second, to the Partners, the balance of any
                      Free Cash in proportion to their respective Percentage
Interests.                      

           (c) Defined Terms Used in Article VIII. As used in this
            Article VIII, the following terms shall have the respective meanings
indicated:                                              

                      (1) "Debt Prepayment Portion of Free Cash" shall mean,
                  at the time that the Executive Committee determines the amount
                  of Free Cash held by the Partnership pursuant to clause (a) of
              this Section 8.4, an amount equal to the lesser of (i) the
                 Real Principal Balance at such time or (ii) 65% of the amount
                of Partnership cash determined by the Executive Committee to
be Free Cash at such time.                  

                        (2) "Nominal Principal Balance" shall mean, at any time,
                  an amount of money equal to the sum of the Partnership's share
      of the then actual principal balance of all of the
                 Amphitheater Loans relating to the Amphitheaters in which the
Partnership has a Controlling Interest.     

                     (3) "Real Principal Balance" shall mean, at any time,
                 (i) the Nominal Principal Balance at such time minus (ii) the
  amount of funds then held in the Sinking Fund.

                     (4) "Pace's Allocated Debt" shall mean (i) all of the
                Partnership's share of the Amphitheater Loans related to the
Nashville Asset                             

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                  and the Woodlands Asset and (ii) one-half of the Partnership's
             share of the Amphitheater Loans related to the Pittsburgh
  Asset, the Raleigh Asset and the Camden Asset.

                      (5) "Sony's Allocated Debt" shall mean one-half of the
                Partnership's share of the Amphitheater Loans related to the
             Pittsburgh Asset, the Raleigh Asset and the Camden Asset.

                        (6) "Blockbuster's Allocated Debt" shall mean all of the
                Partnership's share of the Amphitheater Loans related to the
             Phoenix Asset, the San Bernardino Asset and the Charlotte
Asset.                                      

    8.5 Provisions Regarding Sinking Funds. The funds required to be held in
the Sinking Fund pursuant to Section 8.4(b)(1)(iii) and Section                 
8.4(b)(1)(iv)(B) hereof shall be governed by the following provisions:          

        (a) Separate Account for the Sinking Fund. All funds held in the
      Sinking Fund shall be held in a separate interest bearing bank account (or
any other investment approved by the Executive Committee) in the    
     Partnership's name and in no event commingled with any other funds of the
Partnership.                                                        

        (b) Application of Sinking Funds against Amphitheater Loans. The
     funds contained in the Sinking Fund shall be paid and applied against the
   principal balance of any one or more Amphitheater Loans as soon as such
   application can be made without violating the restrictions contained in
clauses (iii) and (iv) of Section 8.4(b)(1) hereof.                 

  (c) Release of Excess Sinking Funds to Unrestricted Funds.
     Immediately before determining the amount of the Partnership's cash which
    is Free Cash in accordance with the provisions of Section 8.4(a) hereof,
    the portion of the Sinking Fund which exceeds the then Nominal Principal
  Balance shall be released from the Sinking Fund and become part of the
Partnership's Unrestricted Funds.                                   

           (d) Interest on Sinking Funds. All interest and other income earned
on the Sinking Fund shall be a part of the Sinking Fund.            

     8.6 Distribution of Proceeds from Sale of an Amphitheater. Subject to the
provisions of Sections 5.6(c) and 16.5 hereof, the net cash proceeds received by
the Partnership from the disposition of its interest in an Amphitheater, after  
payment and discharge of any Amphitheater Loan related to such Amphitheater,    
shall be distributed as soon after the completion of such sale as is reasonably 
practicable, to the Partners in proportion to their respective Percentage       
Interests.                                                                      

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8.7 Pace's Priority Distribution.                                   

           (a) The Priority Distribution. On November 1 of each calendar year,
a priority distribution of cash shall be made to Pace, prior to the 
  determination of the amount of Free Cash pursuant to the provisions of
    Section 8.4(a) hereof, in an amount equal to the lesser of the following
amounts:                                                            

             (1) The sum of (i) $666,666.67 plus (ii) the amount added
         pursuant to Section 8.7(b)(2) to the Pace Preferred Account since
the immediately preceding November 1;                   

          (2) The then balance of the Pace Preferred Account; or

                 (3) The amount of Cash Flow attributable to the Partnership's
    interest in the Woodlands Amphitheater for the most recently
completed Fiscal Year.                                  

           (b) The Pace Preferred Account. As used in this Agreement, the term
    "Pace Preferred Account" shall mean a bookkeeping account which shall be
   established and maintained in accordance with the following provisions:

                  (1) The initial balance of the Pace Preferred Account shall be
$2,000,000.00.                                          

          (2) The balance of the Pace Preferred Account shall be
         increased on the last day of each Fiscal Year after the Effective
       Date by an amount equal to 7.0% of the then balance of the Pace
Preferred Account.                                      

          (3) The balance of the Pace Preferred Account shall be
          decreased by the amount of each distribution made to Pace pursuant
to Section 8.7(a) hereof.                               

         (c) Termination of Provisions. The provisions of this Section 8.7
shall automatically terminate, with no action required by any party 
      hereto, upon the earlier to occur of (i) the balance of the Pace Preferred
    Account becoming $0.00, (ii) the Partnership completing a disposition of
   its entire interest in the Woodlands Amphitheater, (iii) the closing of
the Unwind Procedure, (iv) the occurrence of a Special Woodlands    
    Termination or (v) the occurrence of a Special Woodlands Use Impairment.

 [END OF ARTICLE VIII]

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ARTICLE IX

Unwind Procedure

      9.1 Generally. If Pace wishes to commence the Unwind Procedure pursuant to
an express right to do so set forth in this Agreement, then the provisions of   
this Article IX shall apply and govern. For ease of reference, the following is 
a cross-reference to the provisions in this Agreement which create a right in   
favor of Pace to commence the Unwind Procedure:                                 

           (a) Section 12.6(b), relating to the occurrence of a certain number
of Qualified Amphitheaters having become Sony/Block Rejected        
Amphitheaters.                                                      

        (b) Section 11.2, relating to Sony/Block's election to terminate
    Pace as the Manager or subsequent changes in the identity of the Manager
of the Partnership.                                                 

            (c) Section 15.3(a), relating to certain changes in the ownership of
  Sony/Block or the partners of Sony/Block which occur prior to April 1,
1996.                                                               

            (d) Section 10.5(b)(2), relating to a failure to unanimously approve
an Annual Operating Budget.                                         

 9.2 Commencement of Unwind Procedure. If Pace desires to commence the
Unwind Procedure pursuant to a right set forth in this Agreement, Pace must     
first provide, within the specific time limit required by the provision         
contained in this Agreement which creates such right, notice ("Unwind Notice")  
thereof to Sony/Block with (i) a statement setting forth the specific basis upon
which Pace is exercising its right to commence the Unwind Procedure and (ii) a  
citation to the specific provision contained in this Agreement which creates    
such right.                                                                     

 9.3 Timing of Closing the Unwind Procedure. The closing of the Unwind
Procedure shall occur on the date determined in accordance with the following   
provisions:                                                                     

          (a) If the Unwind Notice is provided during the calendar months of
     October, November or December of any year, then the closing of the Unwind
Procedure shall occur on the date which is sixty (60) days after the
giving of the Unwind Notice.                                        

       (b) If the Unwind Notice is provided at any other time during a
  year, then the closing of the Unwind Procedure shall occur on the next
November 30 following the giving of the Unwind Notice.              

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Between the date of the Unwind Notice and the occurrence of the closing of the  
Unwind Procedure, the Partnership shall continue its business operations in     
accordance with, and subject to, all of the provisions of this Agreement.       

   9.4 Unwind Closing. At the closing of the Unwind Procedure, each of the
Partners shall, in accordance with the terms and provisions set forth below,    
take such actions as are required to cause the following to occur:              

    (a) Distributions to SMP. The Partnership shall convey, as a
   distribution in-kind, all of its rights, titles and interests in and to
the Raleigh Amphitheater, the Pittsburgh Amphitheater and the Camden
Amphitheater to SMP. This conveyance shall be made to SMP (or its   
    designees) for the account of Pace (as to a fifty percent (50%) interest
   therein) and Sony/Block (as to a fifty percent (50%) interest therein).
    Accordingly, Pace and Sony/Block shall be deemed to have each received a
     distribution of a one-half interest in such assets for purposes of making
adjustments to the Capital Accounts of the Partners.                

(b) [Intentionally Left Blank]                          

     (c) Distributions to Pace. The Partnership shall convey, as a
   distribution in-kind, all of its rights, titles and interests in and to
     the Woodlands Amphitheater and the Nashville Amphitheater to Pace (or its
designees).                                                         

            (d) Distributions to Blockbuster. The Partnership shall convey, as a
   distribution in-kind, all of its rights, titles and interests in and to
the Phoenix Amphitheater, the Charlotte Amphitheater and the San    
Bernardino Amphitheater to Sony/Block (or its designees).           

      (e) Sinking Fund. If, at the time of the closing of the Unwind
Procedure, the total amount of the Sinking Fund exceeds the combined
   aggregate principal balance of the Amphitheater Loans relating to those
      Amphitheaters (if any) in which the Partnership has a Controlling Interest
      and that are not being distributed at the closing of the Unwind Procedure,
  then such excess shall be distributed to the Partners in proportion to
their Percentage Interests at the closing of the Unwind Procedure.  

        (f) Distribution of Proceeds of Sony/Block Notes. The Sony/Block
 Notes (if any principal balance remains outstanding) shall be due and
    payable, in full, at the closing of the Unwind Procedure. At the closing
    of the Unwind Procedure, all unexpended Contributed Project Funds, after
 full payment and discharge by Sony/Block of its obligations under the
Sony/Block Notes at the closing of the Unwind Procedure, shall be   
distributed to Sony/Block; provided, however, if the Partnership is 
obligated to construct, or otherwise acquire a                      

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      Controlling Interest in, an Amphitheater at the time of the closing of the
    Unwind Procedure, then a sufficient portion of Contributed Project Funds
shall be withheld by the Partnership to fund the Project Costs or   
     acquisition cost of such Amphitheater (or interest therein) in accordance
with the terms and provisions of this Agreement.                    

        (g) Make-up for Major Capital Improvements. If any Major Capital
Improvements are made by the Partnership after the Existing Facility
Closing with respect to any of the Amphitheaters distributed at the 
    closing of the Unwind Procedure utilizing any source of funds other than
 an Amphitheater Loan relating to such Amphitheater, then certain cash
amounts shall be payable at the closing of the Unwind Procedure in  
accordance with the following provisions:                           

                 (1) If such Major Capital Improvements were made with respect
           the Woodlands Amphitheater or the Nashville Amphitheater, then Pace
          shall pay to Sony/Block an amount equal to two-thirds of the total
cost of such Major Capital Improvements.                

                 (2) If such Major Capital Improvements were made with respect
          to the Phoenix Amphitheater, the Charlotte Amphitheater or the San
            Bernardino Amphitheater, then Sony/Block shall pay to Pace an amount
  equal to one-third of the total cost of such Major Capital
Improvements.                                           

                 (3) If such Major Capital Improvements were made with respect
   to the Raleigh Amphitheater, the Camden Amphitheater or the
            Pittsburgh Amphitheater, then Pace shall pay to Sony/Block an amount
equal to 16-2/3% of the total cost of such Major Capital
Improvements.                                           

   If amounts are payable by each Partner to the other Partner pursuant to
 the provisions of this clause (g), then such amounts shall be applied
against each other and a single net sum ("Clause G Sum") shall be   
calculated as being due from one Partner to the other. The final net
  amount payable from one Partner to the other pursuant to the foregoing
   provisions shall be, for all purposes of this Agreement, deemed to have
    been contributed to the capital of the Partnership by the paying Partner
and deemed to have been immediately thereafter distributed by the   
Partnership to the receiving Partner.                               

           (h) Make-up for Camden. If the Partnership's interest in the Camden
 Amphitheater is distributed at the closing of the Unwind Procedure as
 provided for herein, then Pace shall pay to Sony/Block in cash at the
     closing of the Unwind Procedure an amount ("Camden Make-Up Amount") equal
to the sum of the following:                                        

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                 (1) One-half of the total amount of Contributed Project Funds
         previously expended on Project Costs for the Camden Amphitheater;
and                                                     

          (2) 16-2/3% of the amount of all General Funds (herein
      defined) expended on Project Costs after the Existing Facility
            Closing for the Camden Amphitheater (where "General Funds" means any
         funds of the Partnership other than (i) Contributed Project Funds
 and (ii) funds advanced to the Partnership pursuant to an
Amphitheater Loan).                                     

    The amount payable from Pace to Sony/Block pursuant to the provisions of
  this clause (h) shall be, for all purposes of this Agreement deemed to
      have been contributed to the capital of the Partnership by Pace and deemed
 to have been immediately thereafter distributed by the Partnership to
Sony/Block.                                                         

           (i) Make-up for Other Facilities. If, at the time of the closing of
    the Unwind Procedure, the Partnership (a) owns a Controlling Interest in
      any existing Amphitheater which is not required to be distributed pursuant
     to the provisions hereof at the closing of the Unwind Procedure or (b) is
   obligated to construct, or otherwise acquire a Controlling Interest in,
     any other Amphitheater, then Pace shall be required and obligated to make
     a payment in cash to Sony/Block at the closing of the Unwind Procedure in
    an amount ("Other Facilities Make-Up Amount") equal to one-third (1/3rd)
of the Other Partner Equity Contribution Amount. As used in the     
immediately preceding sentence, the term "Other Partner Equity      
     Contribution Amount" shall mean, at the time of the closing of the Unwind
    Procedure, (i) the aggregate original principal amount of the Sony/Block
Notes plus (ii) the amount (if any) of cash funds contributed to the
  Partnership by Sony/Block upon execution of this Agreement pursuant to
     Sections 4.10(a)(1) and 4.l0(b)(1) hereof minus (iii) the total amount of
Contributed Project Funds previously or then being distributed to   
   Sony/Block pursuant to the provisions of Section 9.4(f) or Section 4.17
(b)(2)(i) hereof minus (iv), the total amount of Contributed Project
   Funds previously expended by the Partnership for any one or more of (x)
Project Costs related to the Camden Amphitheater, (y) Major Capital 
    Improvements with respect to any of the Amphitheaters distributed at the
closing of the Unwind Procedure and (z) the purchase price of the   
Partnership's Controlling Interest in any Partnership MCA/Pace      
      Amphitheaters. Any amount paid by Pace to Sony/Block at the closing of the
    Unwind Procedure pursuant to the provisions of this Section 9.4(i) shall
      be, for all purposes of this Agreement, deemed to have been contributed to
the capital of the Partnership by Pace and immediately thereafter   
distributed by the Partnership to Sony/Block.                       

(j) Deferral of Pace's Camden and Other Facility Make-up
   Obligations. Pace may, at its sole option, elect to make the payment of
the amounts due to                                                  

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     Sony/Block pursuant to the provisions of clauses (h) and (i) by doing the
following at the closing of the Unwind Procedure:                   

                (1) Executing and delivering to Sony/Block a promissory note
            in Acceptable Form, in the principal amount of the sum of the Camden
            Make-Up Amount and the Other Facilities Make-Up Amount and providing
           for interest thereon at the Short Term Rate. The payment provisions
           of such promissory note shall provide that annual payments shall be
       due thereunder on each November 30 following the closing of the
           Unwind Procedure, each such annual payment to be in an amount equal
        to two-thirds of Pace's share of the Cash Flow for the Woodlands
Amphitheater and the Nashville Amphitheater ("Measuring 
         Amphitheaters") for the twelve month period then ended; provided,
          however, if, at any time during which any principal amounts remain
          outstanding under the promissory note referred to herein, Pace (or
          any of its Affiliates) should no longer own substantially the same
       interest in one of the Measuring Amphitheaters, then the annual
           payment due thereunder shall be equal to two-thirds of Pace's share
         of the Cash Flow for the remaining Measuring Amphitheater and one
           other Amphitheater in which Pace (or any of its Affiliates) owns an
           interest and which has historically produced an amount of Cash Flow
          to Pace comparable to the Cash Flow previously produced to Pace by
       the Measuring Amphitheater in which Pace (or its Affiliates) no
          longer owns an interest. In any event, the entire unpaid principal
        balance and all interest accrued thereon of such promissory note
          shall be payable on or before the third anniversary of the closing
            of the Unwind Procedure. Pace shall be required to (i) cause each of
         the Measuring Amphitheaters to be operated in a manner consistent
            with past practices and (ii) prohibit any Major Capital Improvements
         to be made in respect of either Measuring Amphitheater during the
          time that any amounts remain outstanding under the promissory note
delivered pursuant to the provisions of this clause (1).

              (2) Executing and delivering to Sony/Block such mortgages,
    security agreements or other security instruments reasonably
           satisfactory to Sony/Block and as may be necessary to create valid,
           binding and perfected first priority liens or security interests on
       Pace's Partnership Interest (if the Partnership is to remain in
           existence after the closing of the Unwind Procedure) and Pace's (or
    its Affiliates') interest in the Woodlands Amphitheater, the
        Nashville Amphitheater, the Raleigh Amphitheater, the Pittsburgh
           Amphitheater and the Camden Amphitheater in order to secure payment
       of the promissory note delivered pursuant to clause (1) of this
Section 9.4(j).                                         

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  If Pace exercises its option to deliver the above-described promissory
      note then such promissory note shall be deemed to have been contributed to
    the capital of the Partnership and immediately thereafter distributed by
    the Partnership to Sony/Block. As used herein the term "Acceptable Form"
     shall mean, with respect to the promissory note which Pace may deliver to
Sony/Block pursuant to the provisions of clause (1) of this Section 
    9.4(j), a promissory note issued by Pace to Sony/Block containing, among
    other things which may be reasonably requested by Sony/Block, provisions
    concerning (A) the acceleration of such promissory note, if (x) payments
of principal and interest on such note are not paid when due, (y) a 
default occurs under any other promissory note issued by Pace to    
     Sony/Block, (z) an Event of Withdrawal occurs with respect to Pace or any
guarantor of such promissory note and (B) payment of legal fees and 
disbursements incurred by the holder of such note in the event an   
enforcement action is commenced with respect to said note.          

            (k) Make-up Provision for Principal Reductions. Certain cash amounts
      shall be payable at the closing of the Unwind Procedure in accordance with
the following provisions:                                           

                  (1) Pace shall pay to Sony/Block an amount equal to two-thirds
         of the Principal Reduction Amount for the Nashville Asset and the
Woodlands Asset.                                        

                  (2) Pace shall pay to Sony/Block an amount equal to 16-2/3% of
    the Principal Reduction Amount for the Raleigh Asset and the
Pittsburgh Asset.                                       

                (3) If the Partnership's interest in the Camden Amphitheater
         is distributed at the closing of the Unwind Procedure as provided
          for herein, then Pace shall pay to Sony/Block 16-2/3% of an amount
equal to the sum of the following:                      

                        (i) (x) the largest principal balance outstanding at any
                time under the Amphitheater Loan which relates to the Camden
       Amphitheater minus (y) the principal balance of the
                 Amphitheater Loan which relates to the Camden Amphitheater at
        the time of the closing of the Unwind Procedure; and

                  (ii) (x) the initial amount of the Concession Loan
                 related to the Camden Amphitheater (to the extent such amount
              was used to fund or reimburse Project Costs for the Camden
         Amphitheater) minus (y) the Unamortized Amount of the
Concession                                  

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              Loan related to the Camden Amphitheater at the time of the
closing of the Unwind Procedure.            

                 (4) Sony/Block shall pay to Pace an amount equal to one-third
    of the Principal Reduction Amount for the Phoenix Asset, the
Charlotte Asset and the San Bernardino Asset.           

      (5) If the Partnership's interest in the Charlotte
          Amphitheater is distributed at the closing of the Unwind Procedure
           as provided for herein, then Sony/Block shall pay to Pace an amount
         equal to one-third of the amount by which (if any) (i) $7,000,000
exceeds (ii) the balance of the Charlotte Preferred Cash
        Distribution Account as of the time of the closing of the Unwind
Procedure.                                              

     If the amount specified as being payable from one Partner to the other in
   any of the above clauses in this Section 9.4(k) is, in fact, a negative
   amount, then the other Partner shall owe the absolute amount thereof to
 the first Partner. The amounts payable pursuant to this clause (k) of
     Section 9.4 shall be added to and applied against each other and a single
      net sum ("Clause K Sum") shall be calculated as being due from one Partner
   to the other. The Clause K Sum and the Clause G Sum shall then be added
    to, or netted against, each other, as applicable, to arrive at final net
     sum ("Clause G & K Sum") being due from one Partner to the other pursuant
   to the provisions of clauses (g) and (k) of this Section 9.4. If, after
the calculations referred to in the immediately preceding sentences,
 Sony/Block owes to Pace a final net sum pursuant to the provisions of
      clauses (g) and (k) of this Section 9.4 and if Pace has elected to execute
     and deliver a promissory note pursuant to the right created in clause (j)
     of this Section 9.4, then Sony/Block may cause the Clause G & K Sum to be
offset against the principal of such promissory note, to the extent 
    thereof. The final amount payable from one Partner to the other pursuant
     to the foregoing provisions shall be, for all purposes of this Agreement,
    deemed to have been contributed to the capital of the partnership by the
     paying Partner and deemed to have been immediately thereafter distributed
by the Partnership to the receiving Partner.                        

        (l) Amphitheater Loans, Receivables, Payables, Concession Loans,
etc.                                                                

                 (1) Each Amphitheater (or the Partnership's interest therein)
         being distributed at the closing of the Unwind Procedure shall be
        distributed subject to the following liabilities and obligations
("Transferred Liabilities"), but no others:             

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                        (i) the obligation to repay the Amphitheater Loan (other
         than past due amounts) relating to such Amphitheater;

                     (ii) the obligation to pay the Partnership's accounts
                payable which directly relate to such Amphitheater and which
               were incurred in the ordinary course of the operation, use,
 management or ownership of such Amphitheater;

                   (iii) the obligation to make or pay lease or rental
               payments (other than past due amounts) directly relating to
              the occupancy or use of such Amphitheater or to the use or
               possession of any equipment or furnishings used directly in
           connection with the ownership, operation, management or
ownership of such Amphitheater;             

                       (iv) the Partnership's obligations (other than past due
         amounts) in respect of concession agreements, sponsor
                agreements, employment agreements and other similar types of
        contractual obligations which directly relate to the
                operation, use, ownership or management of such Amphitheater
                  and which were either in existence at the time of the Existing
           Facility Closing or were entered into thereafter by the
         Partnership in accordance with the provisions of this
Agreement; and                              

                       (v) the obligation to pay (other than past due amounts)
                all real estate taxes, ad valorem taxes, insurance premiums,
             and utility bills directly related to the use, operation,
 management or ownership of such Amphitheater.

                 (2) Each Amphitheater (or the Partnership's interest therein)
      being distributed at the closing of the Unwind Procedure shall
    include a transfer of (i) all of the Partnership's benefits,
    privileges, assets, licenses, permits, easements, equipment,
         supplies, sound systems, lighting systems, computers, contractual
          rights and other benefits or ownership interests relating directly
           to the use, operation, management, maintenance or ownership of such
       Amphitheater, (ii) all of the Partnership's accounts receivable
       which are directly related to, and which arose out of, the use,
         operation, management or ownership of such Amphitheater and (iii)
        the cash on hand then held in such Amphitheater's operating bank
account.                                                

              (3) The state and local transfer taxes, if any, payable by
reason of the distribution of each Amphitheater (or the 
Partnership's interest                                  

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            therein) at the closing of the Unwind Procedure shall be paid by the
Partnership at the closing of the Unwind Procedure.     

           (4) A special distribution of cash shall be made by the
           Partnership to the Partners simultaneously with the distribution of
       the Unwind Assets at the closing of the Unwind Procedure in the
amounts designated below:                               

              (i) to Pace, an amount equal to the sum of the
following:                                  

                          (A) 66-2/3% of the Foregone Concession Advance
                       Amount for the Nashville Asset and the Woodlands Asset.

                          (B) 16-2/3% of the Foregone Concession Advance
                   Amount for each of the Camden Asset, the Pittsburgh
Asset and the Raleigh Asset.    

                     (ii) to Sony/Block, an amount equal to the sum of the
following:                                  

                          (A) 66-2/3% of the Foregone Concession Advance
                     Amount for the Phoenix Asset, the Charlotte Asset and
the San Bernardino Asset.       

                          (B) 16-2/3% of the Foregone Concession Advance
                   Amount for each of the Camden Asset, the Pittsburgh
Asset and the Raleigh Asset.    

(m) Indemnification by Partnership.                     

         (1) With respect to each of the Amphitheaters (or the
           Partnership's interest therein) being distributed at the closing of
         the Unwind Procedure, the Partnership shall reimburse, indemnify,
defend and hold the Person ("Distributee") receiving the
   distribution of such Amphitheater (or the interest therein)
harmless, on an after-tax basis, from and against:      

              (i) any and all damages, losses, deficiencies,
               liabilities, costs and expenses based upon, resulting from,
                  relating to or arising out of any one or more of the following
matters:                                    

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                            (A) any of the representations expressly made by
                        the Partnership in connection with, or relating to, such
                       Amphitheater in any document or instrument executed and
                delivered as a part of the closing of the Unwind
Procedure;                      

                       (B) the material breach or violation of any
                covenant or agreement made by the Partnership in
                     connection with, or relating to, such Amphitheater in
                    any document or instrument executed as a part of the
closing of the Unwind Procedure;

                            (C) any liabilities, duties, responsibilities or
                       obligations, other than the Transferred Liabilities, to
         the extent that such liabilities, duties,
                      responsibilities or obligations relate to or arose out
                  of, the operation, use, management, maintenance or
                 ownership of such Amphitheater after the Existing
                     Facility Closing and before the closing of the Unwind
Procedure;                      

                           (D) any liability, responsibility or obligation
                        arising from existing litigation or claims or subsequent
                       litigation to the extent that any of such matters arise
                      out of, or relate to, an occurrence or event happening
                      at, or in connection with, such Amphitheater after the
                       Existing Facility Closing and before the closing of the
Unwind Procedure; and           

                         (E) any liability based upon, arising from or
                   attributable to claims made before, on or after the
                     closing of the Unwind Procedure for personal injuries
                       (including claims for wrongful death), property damages
                     or consequential damages with respect thereto, to the
                       extent that such liability arises or results from or is
                    attributable to the operations of the Partnership at
                     such Amphitheater after the Existing Facility Closing
                   and before the closing of the Unwind Procedure; and

                     (ii) any and all actions, suits, claims, proceedings,
        investigations, demands, assessments, audits, fines,
           judgments, costs and other expenses (including, without
                  limitation, reasonable attorneys' fees) incident to (A) any of
                  the matters listed and described in clause (1)(i) above or (B)
             the enforcement of the provisions of this Section 9.4(m).

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              (2) If any Distributee receives notice of any claim or the
          commencement of any action or proceeding with respect to which the
            Partnership is obligated to provide indemnification pursuant to this
           Section 9.4(m), the Distributee shall promptly give the Partnership
         and the Partners notice thereof. Such notice shall be a condition
          precedent to any liability or obligation of the Partnership or the
           Partners under the provisions for indemnification contained in this
    Section 9.4(m) unless the Distributee can establish that the
        Partnership and the Partners have not been materially prejudiced
          thereby. If the Partnership (or the Partners) choose to defend any
   claim, it (or they) shall be permitted to do so (unless the
            Distributee can establish that (x) it is reasonably likely to bear a
          greater portion of the potential losses associated with such claim
    or (y) pendency of such claim is reasonably likely to have a
       material adverse effect on the Distributee's continued business
   operations) and the Distributee shall make available to the
          Partnership and the Partners any books, records or other documents
     within its control that are necessary or appropriate for such
            defense. The Distributee shall not settle any claim or liability for
          which it is claiming indemnification hereunder without the consent
          of the Partnership (such consent not to be unreasonably withheld).

     At the closing of the Unwind Procedure, the Partnership shall execute and
deliver such instruments or other documents in favor of the various 
Distributees as may be reasonably necessary to further evidence and 
    document the indemnity obligations imposed upon the Partnership pursuant
to the provisions of this Section 9.4(m).                           

(n) Indemnification of the Partnership.                 

         (1) With respect to each of the Amphitheaters (or the
           Partnership's interest therein) being distributed at the closing of
          the Unwind Procedure, the Distributee of such Amphitheater (or the
          Partnership's interest therein) shall reimburse, indemnify, defend
          and hold the Partnership harmless, on an after-tax basis, from and
against:                                                

              (i) any and all damages, losses, deficiencies,
               liabilities, costs and expenses based upon, resulting from,
             relating to or arising out of any Transferred Liabilities
                  relating to such Amphitheater to the extent that such damages,
              losses, deficiencies, liabilities, costs or expenses arise
  after the closing of the Unwind Procedure; and

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                     (ii) any and all actions, suits, claims, proceedings,
        investigations, demands, assessments, audits, fines,
           judgments, costs and other expenses (including, without
               limitation, reasonable attorneys' fees) incident to (A) any
                 of the matters listed and described in clause (1)(i) above or
                 (B) the enforcement of the provisions of this Section 9.4(n).

              (2) If the Partnership receives notice of any claim or the
        commencement of any action or proceeding with respect to which a
            Distributee is obligated to provide indemnification pursuant to this
           Section 9.4(n), the Partnership shall promptly give the Distributee
         notice thereof. Such notice shall be a condition precedent to any
           liability or obligation of the Distributee under the provisions for
   indemnification contained in this Section 9.4(n) unless the
   Partnership can establish that the Distributee has not been
           materially prejudiced thereby. If the Distributee chooses to defend
         any claim, it shall be permitted to do so (unless the Partnership
        can establish that (x) it is reasonably likely to bear a greater
         portion of the potential losses associated with such claim or (y)
      pendency of such claim is reasonably likely to have a material
          adverse effect on the Partnership's continued business operations)
       and the Partnership shall make available to the Distributee any
     books, records or other documents within its control that are
        necessary or appropriate for such defense. The Partnership shall
  not settle any claim or liability for which it is claiming
        indemnification hereunder without the consent of the Distributee
(such consent not to be unreasonably withheld).         

At the closing of the Unwind Procedure, each Distributee shall be   
    required, as a condition to the distribution of the Amphitheater (or the
  Partnership's interest therein) being distributed to such Distributee,
     such instruments or other documents in favor of the Partnership as may be
reasonably necessary to further evidence and document the indemnity 
   obligations imposed upon each Distributee pursuant to the provisions of
this Section 9.4(n).                                                

         (o) Continuing Noncompete Covenants. The Partners, PMG, PEC, Sony
    and Blockbuster shall each execute such documents as may be necessary to
evidence their respective agreement to the continuing noncompete    
covenants described in Section 12.3 hereof.                         

The Partnership shall execute such documents and instruments of conveyance, and 
obtain such consents and releases, as may be necessary to complete the foregoing
distributions utilizing the same form of conveyancing documents as were used in 
the original transfer of these assets to the Partnership at the Existing        
Facility Closing. To the extent that the Partnership's rights to any of the     
Unwind Assets may not be                                                        

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assigned and distributed without the consent or approval of another person which
is not obtained at or before the closing of the Unwind Procedure, the provisions
of this Article IX shall not constitute an agreement to assign and distribute   
the same if an attempted assignment and distribution would constitute a breach  
of any agreement or obligation or be unlawful, and the Partnership, at its      
expense, shall use its best efforts to obtain any such required consent or      
approval as promptly as possible. If any such consent or approval shall not be  
obtained or any attempted assignment or distribution would be ineffective or    
impair the Distributee's right to the Unwind Asset in question so that the      
Distributee would not in effect acquire the benefit of all of the Partnership's 
rights in and to such Unwind Asset, the Partnership, to the maximum extent      
permitted by law, shall act after the closing of the Unwind Procedure as the    
Distributee's agent in order to obtain for the Distributee the benefits         
thereunder, and shall cooperate, to the maximum extent permitted by law, with   
the Distributee in any other reasonable arrangements designed to provide such   
benefits to the Distributee. Without limiting the generality of the provisions  
contained in the immediately preceding sentence, the Partnership acknowledges   
and agrees that its obligation contained herein is to place each Distributee in 
a position at the closing of the Unwind Procedure to effectively manage the     
operations of such Distributee's Unwind Asset and to receive all revenues       
derived therefrom to the same extent that such Distributee would have received  
such revenues had the Partnership obtained all required consents and approvals  
to the distribution and transfer of such Unwind Asset to the Distributee and the
Distributee had obtained title to such Unwind Asset at the closing of the Unwind
Procedure. Each distributee shall be entitled to have the same closing          
procedures used as were followed at the Existing Facility Closing (such as, by  
way of example, if the Partnership received a policy of title insurance with    
respect to any asset conveyed to it at the Existing Facility Closing, then the  
distributee of that same asset at the closing of the Unwind Procedure will be   
also entitled to the same type and quality of title insurance). If the          
Partnership's interest in any of the Amphitheaters which are required by the    
provisions of this Section 9.4 to be distributed at the closing of the Unwind   
Procedure has been previously sold, distributed or otherwise transferred by the 
Partnership, then, notwithstanding the provisions of this Section 9.4, the      
Partnership's interest in any such Amphitheater shall not be distributed at the 
closing of the Unwind Procedure and no adjustments shall be required to be made 
between the Partners as a result thereof.                                       

 9.5 Other Provisions Relating to the Unwind Procedure. The additional
following provisions shall apply with regard to the Unwind Procedure:           

            (a) If, after completion of the closing of the Unwind Procedure, the
Partnership (i) does not own a Controlling Interest in any existing 
     Amphitheater and (ii) is not obligated to construct, or otherwise acquire
   a Controlling Interest in, any other Amphitheater, then the Partnership
   shall be deemed to be dissolved immediately following the completion of
the closing of the Unwind                                           

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      Procedure and the Partnership shall commence to wind up the affairs of the
      Partnership and distribute its assets in accordance with the provisions of
Article XVI hereof.                                                 

            (b) Following the giving of an Unwind Notice pursuant to Section 9.2
     hereof, no further Amphitheaters (or interests therein) will be acquired,
    developed or constructed by the Partnership (other than (i) any proposed
     Amphitheater which became an Approved Project prior to the giving of such
      Unwind Notice and (ii) any existing Amphitheater which the Partnership was
      obligated to acquire a Controlling Interest in prior to the giving of such
Unwind Notice).                                                     

            (c) Following the giving of an Unwind Notice pursuant to Section 9.2
 hereof, notwithstanding the provisions of Section 10.5(c), no further
    R&D Expenditures shall be budgeted or expended by the Partnership at any
time thereafter.                                                    

          (d) If, after the closing of the Unwind Procedure, the Partnership
   (i) owns a Controlling Interest in any existing Amphitheater or (ii) is
   obligated to construct, or otherwise acquire a Controlling Interest in,
    any other Amphitheater, then the Partnership shall continue in existence
    in accordance with all of the terms, provisions and conditions contained
in this Agreement, with the exception that the general exclusivity  
   provisions contained in Section 12.1 of this Agreement shall terminate;
provided, however, that, pursuant to the provisions of Section 12.3 
  hereof, certain continuing noncompete and exclusivity provisions shall
continue to be in effect as specified therein.                      

     9.6 Effect of Partner Default on Unwind Procedure. If, at the time of the
closing of the Unwind Procedure, either Partner ("Innocent Partner") asserts or 
alleges that a Partner Default has occurred with respect to the other Partner   
("Accused Partner"), then the closing of the Unwind Procedure shall still occur 
in accordance with the provisions of Section 9.4 hereof, but subject to the     
following special provisions and conditions:                                    

       (a) Notwithstanding any other provision hereof, the Partnership
    shall not dissolve following the closing of the Unwind Procedure until a
final non-appealable determination is made by a court of competent  
   jurisdiction concerning the Innocent Partner's allegations of a Partner
  Default with respect to the Accused Partner. The Accused Partner shall
     continue to be liable and responsible to the Partnership and the Innocent
Partner for all damages and remedies to which the Partnership or the
      Innocent Partner is entitled pursuant to the provisions of this Agreement,
      at law or in equity if it is ultimately determined by a court of competent
jurisdiction that a Partner Default has occurred with               

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respect to the Accused Partner prior to the closing of the Unwind   
Procedure.                                                          

            (b) If the Innocent Partner obtains, after the closing of the Unwind
Procedure, a final, nonappealable judgment of a court of competent  
    jurisdiction that (i) a Partner Default had occurred with respect to the
      Accused Partner prior to the closing of the Unwind Procedure and (ii) as a
 part of its damages, the Innocent Partner is entitled to purchase the
      Accused Partner's Partnership Interest pursuant to Section 17.2(e) hereof,
  then, in order that the Innocent Partner shall be entitled to the full
benefit of any and all remedies to which it would have been entitled
     pursuant to the provisions of Section 17.2(e) hereof as if the closing of
   the Unwind Procedure had never occurred, the following provisions shall
apply:                                                              

             (1) The Accused Partner shall be obligated to immediately
            after the entry of such judgment convey, or cause to be conveyed, to
            the Partnership, as a contribution to capital, all of the assets and
         interests which were distributed, or deemed to be distributed, to
         the Accused Partner at the closing of the Unwind Procedure in the
           same manner, and utilizing the same procedures, as were used in the
       distribution of such interests and assets at the closing of the
        Unwind Procedure. The Accused Partner's Capital Account shall be
         increased as a result of the contribution to capital described in
       the immediately preceding sentence in the same amount as it was
           decreased as a result of the distribution of assets made, or deemed
        to have been made, at the Closing of the Unwind Procedure to the
Accused Partner.                                        

               (2) The Accused Partner shall be obligated, with respect to
           each of the assets or interests which were distributed or deemed to
          be distributed to the Accused Partner at the closing of the Unwind
            Procedure (the "Distributed Assets"), to immediately after the entry
        of such judgment pay to the Partnership, as damages and not as a
          contribution to capital, an amount equal to the Cash Flow from the
      Distributed Assets, since the occurrence of the closing of the
         Unwind Procedure as if such closing had not occurred. The Accused
         Partner shall make all books and records reflecting the financial
   results from the operation, ownership and management of the
        Distributed Assets available to the Innocent Partner in order to
          assist in the calculation and determination of the amount of funds
        payable by the Accused Partner in accordance with the provisions
contained in the immediately preceding sentence.        

        (3) The Accused Partner shall indemnify and hold the
      Partnership and the Innocent Partner harmless, on an after-tax
basis, from and                                         

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     against any taxes and any other cost, loss, damage or expense
          (including, but not limited to, additional federal, state or local
taxes being owed or the due date of any such taxes being
   accelerated) in connection with, or arising out of, (i) the
           original occurrence of the Unwind Procedure and (ii) the subsequent
    transfer of assets to the Partnership by the Accused Partner
           pursuant to clauses (1) and (2) of this Section 9.6(b). The Accused
           Partner shall also be required to reimburse the Partnership and the
            Innocent Partner for their respective actual out-of-pocket costs for
      any attorneys', fees, accountants' fees or other fees of other
           professionals or advisors in enforcing or determining the amount of
            the indemnity obligation created pursuant to the preceding sentence.
           The indemnity obligations contained in this Section 9.6(b)(3) shall
   operate independently of, and in addition to, the indemnity
         obligations created pursuant to the provisions of Section 13.9(c)
hereof.                                                 

            (4) The Innocent Partner shall thereafter be entitled to
      exercise its right to purchase the Partnership Interest of the
            Accused Partner in accordance with the provisions of Section 17.2(e)
hereof.                                                 

      (c) As a condition to the closing of the Unwind Procedure, the
   Accused Partner must cause the following to occur at the closing of the
Unwind Procedure:                                                   

          (1) Each Distributee which receives any interest in an
          Amphitheater at the closing of the Unwind Procedure which is being
        deemed to have been distributed to the Accused Partner, shall be
            required to execute and deliver to the Partnership such mortgages or
          other security instruments reasonably satisfactory to the Innocent
          Partner as may be necessary to create valid, binding and perfected
       first priority liens or security interests (subject only to any
        liens or security interests securing the applicable Amphitheater
   Loans in existence at the time of the closing of the Unwind
           Procedure) on the Distributee's interest in such distributed assets
      or interests in order to secure payment and performance of the
            obligations, responsibilities and liabilities of the Accused Partner
     under and pursuant to the provisions of this Section 9.6. The
          mortgages or other security instruments required to be executed by
      the Accused Partner pursuant to the foregoing provisions shall
       include (i) a covenant from the Accused Partner to continue the
            management and operation of all Amphitheaters which are distributed,
         or deemed to have been distributed, to the Accused Partner at the
       closing of the Unwind Procedure in a manner consistent with the
    operation and management thereof by the Partnership and (ii)
restrictions prohibiting the sale or other conveyance   

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         of any such Amphitheaters (or interest therein) or the placing of
any other liens or security interests thereon.          

                 (2) The Accused Partner's Parent Corporation (herein defined)
  shall be required to execute a guaranty in form reasonably
        acceptable to the innocent Partner, pursuant to which the Parent
          Corporation guarantees the full and final performance, payment and
  discharge of all liabilities, duties, responsibilities and
    obligations of the Accused Partner under and pursuant to the
            provisions of this Section 9.6 (provided, however, that the guaranty
          provided pursuant to this clause (2) shall be limited, in absolute
           amount, to an amount equal to the sum of (i) the total net value of
            the Distributed Assets plus (ii) the Cash Flow from such Distributed
         Assets after the closing of the Unwind Procedure). As used in the
           immediately preceding sentence, the term "Parent Corporation" shall
 mean (i) PEC and PMG, with respect to Pace, (ii) Sony and
Blockbuster, with respect to Sony/Block.                

         (d) Subject first to the Accused Partner having complied with the
 provisions of this Section 9.6, each of the Partners expressly waives
any right to enjoin or otherwise prohibit, through any judicial     
   proceeding, receivership proceeding or otherwise, the occurrence of the
 closing of the Unwind Procedure, it being agreed that the contractual
   remedies set forth in this Section 9.6, as to the Unwind Assets and the
Unwind Procedure, are exclusive.                                    

         (e) Notwithstanding anything to the contrary contained herein, if
(i) the Accused Partner is Sony/Block, (ii) a final non-appealable  
      determination is made by a court of competent jurisdiction that Sony/Block
     is a Defaulting Partner and (iii) the breached obligation which gave rise
     to such determination is also judicially determined to be a Sony Specific
    Obligation or a Blockbuster Specific Obligation only, then the following
provisions shall apply:                                             

             (1) if it is a Blockbuster Specific Obligation, then, for
           purposes of this Section 9.6, only the Blockbuster Subsidiary shall
    be deemed to be the Accused Partner and only the Blockbuster
       Subsidiary's Distributed Assets will have to be returned to the
          Partnership as required by the provisions of clause (b)(1) of this
Section 9.6.                                            

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                  (2) If it is a Sony Specific Obligation, then, for purposes of
            this Section 9.6, only the Sony Subsidiary shall be deemed to be the
         Accused Partner and only the Sony Subsidiary's Distributed Assets
      will have to be returned to the Partnership as required by the
provisions of clause (b)(1) of this Section 9.6.        

 [END OF ARTICLE IX]

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         ARTICLE X

 Management of Partnership Affairs

     10.1 Management. The management and control of the Partnership's business
shall be vested in the Partners, who shall exercise such management and control 
exclusively through and by virtue of their respective selection of the          
Representatives to serve on the Executive Committee in accordance with the      
provisions of this Article X.                                                   

10.2 Executive Committee.                                           

           (a) Executive Committee's Authority. The Executive Committee shall,
  subject to the provisions of clause (b) of this Section 10.2, have (i)
full, exclusive and complete authority and discretion to manage and 
control, and shall make all decisions affecting, the Partnership's  
business; (ii) full authority to effectuate the purposes of the     
Partnership and to take any action required, permitted or authorized
     pursuant to the terms of this Agreement; and (iii) full power to exercise
      all rights and powers generally inferred or conferred by law in connection
  therewith. The Executive Committee shall generally have the duties and
responsibilities of the Board of Directors of a corporation.        

      (b) Unanimous Partner Approval Required for Certain Decisions.
  Notwithstanding the provisions of clause (a) of this Section 10.2, but
  subject to the provisions of Articles XVI and XVII hereof, none of the
   following actions may be taken on behalf of the Partnership without the
specific authorization and approval of both Partners:               

         (1) selling or transferring all or any portion of the
Partnership's interest in any Amphitheater;             

                (2) borrowing money from any lender in any amount other than
         (i) the loans specifically contemplated by the provisions of this
         Agreement and (ii) normal trade payables and accounts incurred in
          the ordinary course of business consistent with the current Annual
Operating Budget;                                       

        (3) (i) constructing or undertaking to construct any
            Amphitheater which is not an Approved Project or (ii) subject to the
      provisions of Article VII hereof, purchasing or undertaking to
purchase any existing Amphitheater;                     

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            (4) subject to the provisions of Section 11.3(a) hereof,
            granting a right of possession or management rights to any Person at
           any of the Partnership's Amphitheaters, by lease, license, sublease
or other arrangement for a term of two years or more;   

                 (5) except as otherwise expressly provided to the contrary in
          this Agreement, entering into any type of contractual relationship
   with either Partner, any Affiliate of either Partner or any
Sony/Block Related Party;                               

                (6) offering any partnership or other ownership interests in
       the business of the Partnership to any other Person, including,
without limitation, an initial public offering;         

                (7) (a) selection of a successor Manager pursuant to Section
      11.3(b) hereof and (b) removal of a successor Manager selected
          pursuant to the provisions of Section 11.3(b) hereof except in the
          limited circumstances described in clause (i) and (iii) of Section
11.3(b)(9) hereof.                                      

                (8) doing any act which would make it impossible to carry on
the ordinary business of the Partnership;               

                  (9) doing any act which is outside of, or not directly related
            to, the purposes of the Partnership described in Article III hereof;
or                                                      

             (10) electing to dissolve the Partnership pursuant to the
provisions of Section 16.1(a) hereof.                   

    (c) Selection of Representatives on Executive Committee. The
Executive Committee shall be comprised of three (3) individual      
   Representatives. Sony/Block shall have the right, at any time, and from
time to time, to designate and select two (2) out of the three (3)  
  Representatives who shall serve on the Executive Committee. Pace shall
have the right, at any time, and from time to time, to designate and
      select one (1) out of the three (3) Representatives who shall serve on the
    Executive Committee. Except as provided in Articles XVI and XVII hereof,
    each Partner's Representatives on the Executive Committee may be removed
  or replaced at any time, for any reason, temporarily or permanently by
such Partner.                                                       

    (d) Brian E. Becker. Pace shall exercise its reasonable best
efforts to cause, for at least the first five (5) years after the   
     effective date of the execution of this Agreement, Brian E. Becker to (i)
be Pace's chief executive                                           

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     officer and president, (ii) perform, with respect to the Partnership, the
     same or similar functions and roles as he has performed historically with
      respect to the Partnership and (iii) attend, subject to his scheduling and
availability, the meetings of the Executive Committee.              

      10.3 Manager. Subject to the provisions of Section 10.8 of this Agreement,
the Manager shall be Pace. The Manager shall be responsible for the general     
supervision and management of the business, affairs and property of the         
Partnership and for the implementation of the decisions of the Executive        
Committee, and shall have the authority to conduct the day-to-day affairs of the
Partnership. The Manager shall generally have the duties and responsibilities of
the President and Chief Executive Officer of a corporation. Without limitation  
of the generality of the preceding provisions of this Section 10.3, the Manager 
shall have the authority to take or cause to be taken on behalf of the          
Partnership, and shall use its reasonable best efforts to take or cause to be   
taken on behalf of the Partnership, the following actions:                      

      (a) Implement or cause to be implemented any matters which are
     consistent with, or contemplated by, the current Annual Operating Budget;

  (b) Supervise the construction, development, operation and
maintenance of any Amphitheater owned, managed or leased by the     
Partnership or in which the Partnership has an interest;            

       (c) Take such actions in the ordinary course as the Manager may
reasonably determine are necessary and appropriate to preserve and  
maintain all rights and privileges of the Partnership, including    
   preserving the interest of the Partnership in and to any of its assets;

           (d) Pay all taxes, assessments, and other impositions applicable to
   the assets and business of the Partnership as and when the same are due
     and payable; provided, however, that the Manager shall not be required to
      pay any such tax, assessment or other imposition if the validity or amount
thereof shall be contested in good faith by proper proceedings;     

         (e) Take such actions as the Manager may reasonably determine are
necessary and appropriate to collect sums due to the Partnership and
   otherwise enforce all material agreements to which the Partnership is a
     party; provided, however, that the commencement of any litigation against
a third party shall require the consent of the Executive Committee; 

           (f) Cause all books of account and other records of the Partnership
   to be kept in accordance with generally accepted accounting principles;
  and such books and records shall fully and accurately reflect each and
every                                                               

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  financial transaction with respect to the operation of the business of
the Partnership in accordance with generally accepted accounting    
principles;                                                         

          (g) Retain or employ and coordinate the services of all employees,
supervisors, engineers, attorneys and other persons necessary or    
appropriate to carry out the business of the Partnership;           

          (h) Pay all debts and other obligations of the Partnership, as and
  when the same are due and payable; provided, however, that the Manager
shall not be required to pay any debt or other obligation of the    
    Partnership if the validity or amount thereof shall be contested in good
faith by proper proceedings;                                        

            (i) Enter into, make and perform all contracts, agreements and other
    undertakings binding the Partnership as may be necessary, appropriate or
   advisable in furtherance of the purposes of the Partnership, including,
    without limitation, such contracts, agreements and other undertakings as
may be necessary for the Partnership's pursuit and completion of any
      Approved Project; provided, however, that the Manager shall not enter into
      any agreement where the transaction contemplated thereunder is required by
    the terms of this Agreement to be approved by the Executive Committee or
   by all of the Partners or is outside the scope of this Agreement unless
      and until such transaction has been approved by the Executive Committee or
all of the Partners (as the case may be);                           

           (j) Maintain all funds of the Partnership in an account with a bank
or banks approved by the Executive Committee;                       

       (k) When the amount of Free Cash is determined by the Executive
      Committee, make required prepayments on Amphitheater Loans, make provision
for payments into the Sinking Fund and make distributions to the    
Partners in accordance with the provisions of this Agreement;       

            (l) Maintain with financially sound and reputable insurers insurance
  with respect to the properties and business of the Partnership against
     loss or damage of the kind and in the amounts customarily insured against
    by businesses of established reputation engaged in the same or a similar
business and similarly situated;                                    

        (m) Cause the Partnership to comply with the requirements of all
applicable laws, rules, regulations, or orders of any governmental  
  authority, and all agreements to which the Partnership is a party, the
    noncompliance with which laws, rules, regulations, orders and agreements
    could reasonably be expected to materially adversely affect the business
or assets of the Partnership                                        

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    or the business reputation of either Partner or any Affiliate thereof or
any Sony/Block Related Party;                                       

            (n) Promptly notify the Partners of any event which occurs or notice
  received which could reasonably be expected to have a material adverse
  effect on the business or assets of the Partnership including, without
   limitation, any notice received from any lender of an Amphitheater Loan
which accelerates, or threatens to accelerate, the indebtedness     
  represented thereby or claims that a default has occurred or may occur
 (with the passage of time or the giving of notice, or both) under any
Amphitheater Loan;                                                  

        (o) At the request of any Partner for information concerning any
      aspect of the business of the Partnership, to promptly supply such Partner
      with the information so requested, if such information is available or can
be obtained or compiled without unreasonable effort or unreasonable 
expense;                                                            

          (p) Promptly report to all of the Partners if the Partnership does
     not have sufficient Unrestricted Funds to cause any of the actions listed
in this Section 10.3 to be implemented or enacted;                  

           (q) Such other actions as are expressly set forth in this Agreement
which require action to be taken by the Manager; and                

          (r) Perform other normal business functions, and otherwise operate
    and manage the day-to-day business and affairs of the Partnership in the
ordinary course thereof.                                            

The Manager shall act as a fiduciary hereunder and act in good faith in the     
performance of its obligations hereunder, but shall not be liable to the        
Partners or the Partnership for any decision made or action taken in connection 
with the discharge of its duties hereunder except where such action or decision 
was not taken or made in good faith or was grossly negligent. The provisions    
contained in the immediately preceding sentence are intended to exculpate the   
Manager, on and subject to the terms thereof, from tort liability for           
mismanagement of the Partnership affairs. Accordingly, such exculpatory         
provisions shall not limit, restrict or otherwise adversely affect Sony/Block's 
right to assert any claim or cause of action against Pace for breach of a       
contractual duty, liability or obligation created pursuant to the provisions of 
this Agreement or otherwise assert that Pace is a Defaulting Partner. The       
Representatives, the Manager and all agents, employees, officers, directors and 
other representatives of the Manager shall be indemnified and held harmless by  
the Partnership, to the extent of the assets of the Partnership, from and       
against any and all claims, demands, liabilities, costs (including, without     
limitation, the cost of litigation and reasonable attorneys' fees), damages and 
causes of action of any nature                                                  

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whatsoever arising out of a claim asserted by a third party and relating to the 
management of the affairs of the Partnership, except where the claim at issue is
based upon the proven gross negligence or willful misconduct of the indemnified 
party. The indemnification rights herein contained shall be cumulative of, and  
in addition to, any and all rights, remedies and recourses to which the         
indemnified parties described herein shall be entitled, whether pursuant to     
some other provision of this Agreement, at law or in equity. The provisions of  
this Section 10.3 shall not apply with respect to any successor Manager         
following the removal of Pace pursuant to an exercise of the rights created in  
Section 10.8 hereof; provided, however, that the Management Agreement entered   
into by and between the Partnership and such successor Manager shall (absent    
some compelling reason to the contrary) contain provisions substantially similar
to this Section 10.3 with such necessary modifications as may be necessary to   
accommodate the fact that such successor Manager is not a Partner.              

10.4 Meetings of the Executive Committee.                           

           (a) Meetings of the Executive Committee may be held at such regular
      times as may be specified by the Executive Committee and, in addition, may
      be called by any Representative or the Manager by giving at least ten (10)
     days prior notice thereof to the Manager and each of the Representatives.
      Notice of each meeting shall be in writing and shall state the date, time,
   and place at which such meeting is to be held (which must be a place in
  either Houston, Texas or Ft. Lauderdale, Florida) and the purposes for
 which such meeting is called. The attendance of a Representative at a
    meeting shall constitute a waiver of notice of such meeting. For so long
    as Pace is the Manager, Pace shall designate the Representative who will
    serve as the chairman of the Executive Committee; thereafter, Sony/Block
    shall designate the Representative who will serve as the chairman of the
Executive Committee.                                                

         (b) An annual meeting of the Executive Committee shall be held on
     the first Monday of April in each year (unless such date is a holiday, in
which event such meeting shall be held on the next business day     
    thereafter) or at such other time and place as the Partners may mutually
designate.                                                          

            (c) Any action required or permitted to be taken at a meeting of the
    Executive Committee may be taken, (i) by means of a telephone conference
in which all Representatives participating in the meeting and       
   constituting a quorum can hear and speak to each other or (ii) by means
    of unanimous written consent executed by all of the Representatives. All
action taken pursuant to the immediately preceding sentence shall be
    deemed for all purposes to have been taken at a meeting of the Executive
Committee.                                                          

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(d) The presence at a meeting of at least two (2) of the
Representatives shall constitute a quorum for the transaction of all
business of the Executive Committee. Any meeting of the Executive   
      Committee which is properly called and at which a quorum is present may be
    adjourned to a date which is no later than twenty-one (21) days from the
date upon which the initial meeting was called. In the event that a 
  meeting was called and a quorum was not obtained for such meeting, any
 matters which were set forth in the notice of meeting to be discussed
 thereat shall, at the written election of the Partner then having the
right to select a minority of the Representatives to the Executive  
    Committee, served upon all of the members of the Executive Committee, be
deemed rejected by the Executive Committee.                         

            (e) Except for those decisions specified elsewhere in this Agreement
which require the unanimous vote of the Representatives present at a
meeting of the Executive Committee, all decisions of the Executive  
     Committee shall be made by a majority vote of the Representatives present
     at a meeting of the Executive Committee at which a quorum is present. For
     ease of reference, but without in any way limiting any other provision of
this Agreement, the following is a list of decisions which require  
 unanimous approval of the Representatives present at a meeting of the
Executive Committee:                                                

                  (1) A decision to incur Partner Nonrecourse Debt as referenced
in Section 5.1(d) hereof.                               

                (2) The determination pursuant to Section 5.5(a) hereof that
       the economic effect to the Partnership of any Amphitheater Loan
          related to any of the Unwind Assets could be improved by replacing
such Amphitheater Loan with a Replacement Loan.         

                 (3) The decision pursuant to Section 6.2 hereof to acquire or
   purchase an interest in a previously existing Amphitheater.

         (4) A decision to disregard the provisions of Section
8.4(b)(1)(iv) hereof.                                   

                 (5) The adoption of an Annual Operating Budget for any Budget
Year pursuant to Section 10.5(b) or (d) hereof.         

            (6) The decision to approve, pursuant to Section 10.6(c)
hereof, a proposed Amphitheater as an Approved Project. 

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            (7) A decision to disregard the restriction contained in
            Section 10.9(a), as to the maximum number of Qualified Markets which
may be located outside of the United States and Canada. 

10.5 Annual Operating Budget.                                       

       (a) Proposed Operating Budget. On or before September 1 of each
   year, Manager shall submit to the Executive Committee a proposed budget
("Proposed Annual Operating Budget"), which shall be prepared by the
Manager in good faith and shall set forth an overall program for the
    Partnership for the twelve (12) month period commencing on November 1 of
     that same year and ending on October 31 of the following year, showing in
  reasonable detail (i) all anticipated operating expenses and operating
receipts to be incurred or received (as the case may be) by the     
    Partnership for such twelve (12) month period, (ii) the estimated amount
      of R&D Expenditures to be expended by the Partnership for such twelve (12)
     month period and (iii) the projected amount of general and administrative
   expenses for the Partnership during such twelve (12) month period. Each
Proposed Annual Operating Budget shall be prepared based upon such  
   assumptions as shall be reasonable considering the operating history of
     the Partnership's Amphitheaters and shall specifically project the amount
    of Cash Flow from Operations for each of the Partnership's Amphitheaters
in the Budget Year covered thereby.                                 

    (b) Approval of Annual Operating Budget. The Proposed Annual
Operating Budget shall be considered for approval by the Executive  
   Committee at the next regularly held meeting of the Executive Committee
after submission thereof by the Manager or, if sooner, at a special 
      meeting of the Executive Committee called for such purpose pursuant to the
    provisions of Section 10.4(a) hereof. Each Representative attending such
     meeting at which the Proposed Annual Operating Budget is being considered
 may require changes or modifications to the Proposed Annual Operating
      Budget; provided, that, so long as Pace is the Manager, its Representative
may not require an increase in any amounts contained in the Proposed
Annual Operating Budget submitted by the Manager pursuant to Section
      10.5(a) hereof. Upon unanimous approval by the Representatives attending a
     duly called and held meeting of the Executive Committee at which a quorum
is present, such operating budget so approved shall be the Annual   
Operating Budget of the Partnership for the Budget Year to which it 
     relates, if the Annual Operating Budget is not adopted in accordance with
    the foregoing provisions within fifteen (15) days after the commencement
  of the Budget Year to which it relates, then, the following provisions
shall apply:                                                        

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               (1) So long as no Annual Operating Budget is so adopted for
       the Budget Year, the Annual Operating Budget shall be deemed to
       include all line items as to which unanimous agreement has been
           reached by the Representatives and, with respect to each other line
           item, the Annual Operating Budget shall be deemed to be the greater
            of (i) the smallest amount for such line item approved by any of the
            Representatives, or (ii) the amount for the same line item specified
           in the Annual Operating Budget for the immediately preceding Budget
           Year with such line item increased in the same proportionate amount
         by which the CPI most recently reported prior to the first day of
            such Budget Year exceeds the CPI most recently reported prior to the
first day of the immediately preceding Budget Year.     

                (2) If, at such time, (i) there are not nine (9) or more New
   Amphitheaters and (ii) the Partnership has not committed to
        construct, or acquire a Controlling Interest in, an Amphitheater
     which will be the ninth New Amphitheater upon construction or
            acquisition thereof, then Pace may thereafter, but in no event later
            than July 1 of such Budget Year, provide notice ("Preliminary Budget
         Unwind Notice") to Sony/Block that an Annual Operating Budget has
      not been adopted in accordance with the provisions hereof with
           respect to such Budget Year. If no Annual Operating Budget has been
      adopted for such Budget Year within thirty (30) days following
           delivery of a Preliminary Budget Unwind Notice then Pace shall have
         the right and option to commence the Unwind Procedure pursuant to
      the provisions of Article IX hereof by providing notice of the
      election to exercise such right and option to Sony/Block on or
  before the date which is 60 days after the delivery of the
       Preliminary Budget Unwind Notice, if Pace fails to exercise the
          right and option to commence the Unwind Procedure created pursuant
           to this Section 10.5(b)(2) any time that such right may arise prior
           to the expiration of the time period referred to in the immediately
            preceding sentence, then Pace shall be deemed to have elected to not
    exercise such right and option with respect to that specific
instance giving rise to the right and option.           

      (c) R&D Expenditures. Notwithstanding anything to the contrary
contained in this Agreement, the Partnership shall not incur any R&D
      Expenditures or any general administrative expenditures unless the same is
      consistent with the amounts contemplated in the Annual Operating Budget or
   is otherwise approved by the Executive Committee. Each Annual Operating
Budget shall provide for R&D Expenditures in an amount that is      
commensurate with the general business and development plan of the  
Partnership, taking into account, in any particular Budget Year, the
number of Markets in which the Partnership                          

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then has active and significant development activities. The Annual  
      Operating Budget will provide reasonable detail as to the projected use of
      the budgeted amount of R&D Expenditures by detailing a budgeted amount for
   various specific Markets and a separate amount to be unallocated to any
specific Market.                                                    

     10.6 Development of Proposed Amphitheaters. With respect to each proposed
Amphitheater being considered by the Manager as a possible project for          
construction by the Partnership, the following provisions shall apply:          

(a) Generally.                                          

           (1) Current Information to the Executive Committee. The
           Manager shall exercise all reasonable efforts as may be required to
keep the Executive Committee informed of all significant
     negotiations, developments and decisions relating to any such
          proposed Amphitheater by providing periodic written reports to the
        Representatives with copies of all materials and documents which
 relate to the proposed Amphitheater. Without limiting the
          foregoing, the Manager shall provide to the Representatives copies
     of site acquisition contracts, lease agreements, governmental
          agreements (bond financing or otherwise), preliminary budgets, the
     development plan presented for zoning approval, environmental
            reports, development schedules, material written communications from
            surrounding landowners or other citizen groups opposing the proposed
     development, traffic studies, demographic reports and similar
materials.                                              

        (2) Development Costs. With respect to each proposed
         Amphitheater which is beyond the initial research and development
        stage, the Manager shall submit to the Executive Committee, from
     time to time, proposed development budgets detailing the then
 anticipated Project Costs which are to be incurred by the
         Partnership in connection with such proposed Amphitheater. Except
            for R&D Expenditures (which will be governed by the Annual Operating
    Budget), no Project Costs may be incurred or expended by the
Partnership during the development phase of any proposed
         Amphitheater except and unless (i) such expenditure is consistent
      with, and contemplated by, a development budget which has been
            approved by the Executive Committee or (ii) specifically approved by
the Executive Committee.                                

             (3) Abandonment of a Proposed Amphitheater. The Executive
     Committee shall have the authority, by a majority vote of the
          Representatives present at a meeting of the Executive Committee at
which a                                                 

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  quorum is present, to elect to abandon further development
         activities with respect to any specific proposed Amphitheater, at
           any time and for any reason. Following any such affirmative vote by
          the Executive Committee, the Manager shall not expend or incur any
          further R&D Expenditures or any Project Costs with respect to such
   specific proposed Amphitheater. A decision by the Executive
           Committee to deny approval for the expenditure of any Project Costs
            for a proposed Amphitheater which will have the effect of materially
         and adversely affecting the Partnership's ability to continue the
          development of such proposed Amphitheater shall be deemed to be an
          affirmative decision by the Executive Committee to abandon further
            development activities with respect to such proposed Amphitheater if
          the Manager provides notice thereof to the Executive Committee and
30 days to change its prior decision with regard to such
expenditure.                                            

          (b) Proposed Amphitheater Approval Request. After the Manager has,
   on behalf of the Partnership, (i) obtained the rights to acquire a site
    for construction of a proposed Amphitheater and (ii) prepared, or caused
      to be prepared, Plans and Specifications, a Proposed Project Budget and an
     Amphitheater Pro Forma for such proposed Amphitheater, the Manager may at
any time thereafter, by formal written notification ("Proposed      
    Amphitheater Approval Request") to the Representatives, request that the
     Executive Committee approve such proposed Amphitheater as an Amphitheater
which the Partnership will construct. With the Proposed Amphitheater
   Approval Request, the Manager shall send to each Representative, to the
      extent not previously provided, a copy of the following materials relating
to the proposed Amphitheater:                                       

                (1) The contract, lease or other agreement pursuant to which
  the Partnership obtained the right to acquire the site for
        construction, along with all materials and documents relating to
            such site, including any environmental reports, title reports, soils
    reports, traffic studies and other related matters which the
Partnership or the Manager possesses.                   

(2) The Plans and Specifications.           

(3) The Proposed Project Budget.            

(4) The Amphitheater Pro Forma.             

The Executive Committee shall hold a meeting ("Proposed Amphitheater
    Approval Meeting") within thirty (30) days after receipt of the Proposed
Amphi-                                                              

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theater Approval Request for the purpose of determining whether the 
Executive Committee will approve the proposed Amphitheater as an    
   Amphitheater which the Partnership will construct. If, at or prior to a
 Proposed Amphitheater Approval Meeting, any Representative reasonably
 believes that additional information or clarification is needed to be
delivered by the Manager to permit such Representative to decide and
     determine whether the Amphitheater being proposed for construction by the
   Partnership should become an Approved Project, then such Representative
   may adjourn the Proposed Amphitheater Approval Meeting for no more than
    thirty (30) days by providing a written request to the Manager as to the
  additional information or clarifying matters which such Representative
believes is needed to so permit a decision with regard to such      
   determination. As long as the Manager has made a reasonable, good faith
 effort to comply with the specific requested additional or clarifying
     information, to the extent such information can be obtained and provided,
then the Proposed Amphitheater Approval Meeting shall be thereafter 
      reconvened in accordance with the provisions hereof, but in no event later
    than thirty (30) days after the original scheduled date for the Proposed
  Amphitheater Approval Meeting. In no event may a Proposed Amphitheater
    Approval Meeting be adjourned and subsequently reconvened more than once
   pursuant to the foregoing provisions. Notwithstanding the provisions of
   Section 10.4(e) hereof, the Executive Committee shall only be deemed to
have approved a proposed Amphitheater as an Amphitheater which the  
     Partnership will construct if the Representatives present at the Proposed
     Amphitheater Approval Meeting unanimously vote in favor of such approval.
    If a quorum of the Representatives do not attend a Proposed Amphitheater
    Approval Meeting, then it shall be deemed, for all purposes hereof, that
    the Executive Committee, at such Proposed Amphitheater Approval Meeting,
   declined to approve such proposed Amphitheater as an Amphitheater which
the Partnership will construct.                                     

    (c) Subsequent Changes to Approved Matters. If there are any
    significant or material changes or modifications to the site acquisition
contract, the Plans and Specifications, the Project Budget or the   
 Amphitheater Pro Forma with respect to any Approved Project (or, with
      respect to the Camden Amphitheater, any other information or material that
    was relied upon by the Representatives in deciding to approve the Camden
    Amphitheater as an Approved Project), then the Executive Committee shall
   be so advised by the Manager, and the Executive Committee shall meet to
  decide whether it will approve such significant or material changes or
     modifications (such approval not to be unreasonably withheld). If (i) any
such changes or modifications are not approved unanimously by the   
    Executive Committee at such meeting and (ii) the Manager determines that
      the Partnership shall not construct the proposed Amphitheater with respect
    to which such changes or modifications relate without the making of such
changes or modifications, then (x) such proposed                    

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    Amphitheater shall no longer be an Approved Project for purposes hereof,
      (y) the Partnership shall not construct such proposed Amphitheater and (z)
such proposed Amphitheater shall, for purposes of the defined terms 
   "Sony/Block Rejected Amphitheater" and "Pace Rejected Amphitheater," be
 deemed to have been rejected by the Executive Committee at a Proposed
Amphitheater Approval Meeting; provided, however, if such proposed  
      Amphitheater is not a Qualified Amphitheater with such material changes or
    modifications implemented, then it will not, regardless of any provision
     to the contrary contained herein, be a "Sony/Block Rejected Amphitheater"
    or a "Pace Rejected Amphitheater." For purposes of this Section 10.6(c),
it is specifically understood and acknowledged that any change to a 
     Project Budget which results in any increase in the Budgeted Project Cost
    of the Amphitheater to which such Project Budget relates shall be deemed
     to be a material change or modification to such Project Budget; provided,
    however, changes or modifications to a Project Budget which only involve
      the reallocation of amounts between and among line items contained in such
   Project Budget but which does not result in an increase in the Budgeted
   Project Cost shall be deemed to be an immaterial change to such Project
Budget.                                                             

            (d) Rejection for Material Adverse Change or Failure to Meet Certain
Physical Criteria.                                                  

      (1) Notwithstanding anything to the contrary contained in this
 Agreement, if it is determined that a Special Rejection Event (herein
defined) exists with respect to any proposed Amphitheater, then the 
    following actions or decisions may be taken with regard to such proposed
Amphitheater without causing such proposed Amphitheater to become a 
Sony/Block Rejected Amphitheater or a Pace Rejected Amphitheater:   

        (i) By majority vote of the Executive Committee, the
            Partnership may elect to abandon further development activities with
respect to such proposed Amphitheater.                  

                (ii) Any Representative may decline to approve such proposed
      Amphitheater for construction by the Partnership at a Proposed
Amphitheater Approval Meeting.                          

                  (iii) Any Representative may withdraw, within thirty (30) days
         after receipt of notice from the Manager that a Special Rejection
          Event has occurred with respect to such proposed Amphitheater, his
        previous consent and approval to such proposed Amphitheater at a
            Proposed Amphitheater Approval Meeting, in which event such proposed

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          Amphitheater shall no longer be an "Approved Project" for purposes
of this Agreement.                                      

        (2) As used in this Section 10.6(d), a "Special Rejection Event"
  shall mean, with respect to any proposed Amphitheater the happening or
      occurrence of any one or more of the following conditions or circumstances
in regard to such proposed Amphitheater:                            

                (i) A determination that any zoning variance or governmental
           permits or approvals which are necessary to permit the construction
           and development of such proposed Amphitheater cannot be obtained or
          issued without causing the total projected amount of Project Costs
         for such Amphitheater to exceed the Budgeted Project Cost of such
Amphitheater.                                           

         (ii) An environmental report having been issued which
        indicates that hazardous materials (within the scope of state or
        federal environmental laws) are present on the proposed site for
           construction of such proposed Amphitheater and cannot be removed or
        remediated without causing the total projected amount of Project
          Costs for such Amphitheater to exceed the Budgeted Project Cost of
such Amphitheater.                                      

                  (iii) The issuance of a final soils report reflecting that the
       site selected for the development of such proposed Amphitheater
     contains or possesses adverse soil conditions which cannot be
       corrected without causing the total projected amount of Project
          Costs for such Amphitheater to exceed the Budgeted Project Cost of
such Amphitheater.                                      

          (3) As soon as the Manager has determined that a Special Rejection
     Event has occurred with respect to any proposed Amphitheater, the Manager
shall provide notice thereof immediately to the Representatives.    

10.7 Management, Booking and Consulting Services.                   

        (a) In addition to the services which the Manager is required to
perform in accordance with the other provisions contained in this   
   Agreement, the Manager shall be obligated to provide to the Partnership
   such management, booking and consulting services in connection with the
     development, construction, maintenance and operation of the Amphitheaters
    in which the Partnership owns a Controlling Interest, from time to time,
      to the extent that such management, booking and consulting services may be
necessary to fulfill the Partnership's purposes contemplated by the 
provisions of this Agreement.                                       

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                                   Article X - Management of Partnership Affairs
                                                                        Page 114

         (b) Until such time as Pace may be removed as Manager pursuant to
     the provisions of Section 10.8 hereof, the Partnership shall pay to Pace,
as complete reimbursement of its overhead expenses related to the   
      management, booking and consulting services provided to the Partnership as
 required by the provisions of clause (a) of this Section 10.7 and the
    performance of all services imposed elsewhere in this Agreement upon the
 Manager, an annual amount determined in accordance with the following
provisions:                                                         

                  (1) The annual amount payable to Pace pursuant to this Section
           10.7(b) shall be (i) an Operating Obligation of the Partnership and
     included in each Annual Operating Budget and (ii) determined,
          subject to the provisions of this Section 10.7(b), for each Budget
      Year as a part of the process of adopting the Annual Operating
Budget of the Partnership.                              

                (2) Notwithstanding the provisions of clauses (1) and (3) of
         this Section 10.7(b), the amount payable to Pace pursuant to this
       Section 10.7(b) from April 1, 1994 until adoption of the Annual
           Operating Budget for the Budget Year beginning on November 1, 1994,
  shall be based upon an annualized amount of $1,400,000.00.