FORM OF BRIDGE NOTE

EXHIBIT 4.1

 

FORM OF BRIDGE NOTE

 

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

 

$			New York, New York
				, 200

 

 

FOR VALUE RECEIVED, the undersigned, CKX UK HOLDINGS LIMITED, a company incorporated in England and Wales with registered number 05389449 (the “Borrower”), hereby unconditionally promises to pay to [               ] (the “Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, the principal amount of (a) [                             ] DOLLARS ($[            ]), or, if less, (b) the unpaid principal amount of the Bridge Loan of the Lender outstanding under the Credit Agreement.  The principal amount shall be paid in the amounts and on the dates specified in Section 2.3 of the Credit Agreement.  The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 3.5 of the Credit Agreement.

 

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

 

This Note (a) is one of the Notes evidencing the Bridge Loan under the Credit Agreement, dated as of March [     ], 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SPORTS ENTERTAINMENT ENTERPRISES, INC. (d/b/a CKX, INC.), a Colorado corporation (“Holdings”), the Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders (the “Lenders”), Bear, ▇▇▇▇▇▇▇ & Co. Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), and Bear ▇▇▇▇▇▇▇ Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement.  This Note is secured and guaranteed as provided in the Loan Documents.  Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.

 

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

 

 

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

 

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

 

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

 

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

 

	CKX UK HOLDINGS LIMITED
	By:
		Name:
		Title:

 

 

Schedule A

to Bridge Note

 

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS

 

Date

Amount of Base Rate Loans

Amount Converted to Base Rate Loans

Amount of Principal of Base Rate Loans Repaid

Amount of Base Rate Loans Converted to Eurodollar Loans

Unpaid Principal Balance of Base Rate Loans

Notation Made By

 

 

Schedule B

to Bridge Note

 

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

 

Date

Amount of Eurodollar Loans

Amount Converted to Eurodollar Loans

Interest Period and Eurodollar Rate with Respect Thereto

Amount of Principal of Eurodollar Loans Repaid

Amount of Eurodollar Loans Converted to Base Rate Loans

Unpaid Principal Balance of Eurodollar Loans

Notation Made By