Exhibit 10.14

 

 

ELEVENTH SUPPLEMENTAL INDENTURE

Dated as of August 16, 2012

Among

LIVE NATION ENTERTAINMENT, INC.,

HARD EVENTS LLC

The Existing Guarantors Party Hereto

And

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

 

 


THIS ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), entered into as of August 16, 2012, among LIVE NATION ENTERTAINMENT, INC., a Delaware corporation (the “Issuer”), the guarantors listed in Appendix I attached hereto (the “Existing Guarantors”), HARD EVENTS LLC, a California limited liability company (the “New Guarantor,” and together with the Existing Guarantors, the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer, the Existing Guarantors and the Trustee are parties to an Indenture, dated as of July 28, 2008, as supplemented by the First Supplemental Indenture, dated as of August 20, 2008, the Second Supplemental Indenture, dated as of April 30, 2009, the Third Supplemental Indenture, dated as of July 23, 2009, the Fourth Supplemental Indenture, dated as of January 25, 2010, the Fifth Supplemental Indenture, dated as of April 30, 2010, the Sixth Supplemental Indenture, dated as of May 6, 2010, the Seventh Supplemental Indenture, dated as of February 14, 2011, the Eighth Supplemental Indenture, dated as of August 4, 2011, the Ninth Supplemental Indenture, dated as of January 4, 2012 and the Tenth Supplemental Indenture, dated as of February 28, 2012 (as so supplemented, the “Indenture”), relating to the Issuer’s 10.75% Senior Notes due 2016 (the “Notes”);

WHEREAS, Section 4.13 of the Indenture requires the Issuer to cause each Domestic Subsidiary that is not a Guarantor under the Notes but becomes a guarantor under a Credit Facility to execute and deliver to the Trustee a supplemental indenture pursuant to which such Domestic Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Indenture and the Notes;

WHEREAS, the Issuer desires to amend the Notes pursuant to Section 9.01 of the Indenture to reflect the addition of the New Guarantor;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuer, the Guarantors and the Trustee can execute this Eleventh Supplemental Indenture without the consent of holders;

WHEREAS, all things necessary have been done to make this Eleventh Supplemental Indenture, when executed and delivered by the Issuer and the Guarantors, the legal, valid and binding agreement of the Issuer and the Guarantors, in accordance with its terms; and

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Eleventh Supplemental Indenture hereby agree as follows:

ARTICLE I

Section 1.1 Capitalized Terms. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 1.2 Agreement to Guarantee. The New Guarantor hereby agrees to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture. From and after the date hereof, the New Guarantor shall be a Guarantor for all purposes under the Indenture and the Notes.

Section 1.3 Incorporation of Terms of Indenture. The obligations of the New Guarantor under the Guarantee shall be governed in all respects by the terms of the Indenture and shall constitute a Guarantee thereunder. The New Guarantor shall be bound by the terms of the Indenture as they relate to the Guarantee.

 

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Section 1.4 Amendment of the Notes. Any corresponding provisions reflected in the Notes shall also be deemed amended in conformity herewith.

Section 1.5 Effectiveness of Amendments. This Eleventh Supplemental Indenture shall be effective upon execution hereof by the Issuer, the Guarantors and the Trustee.

Section 1.6 Interpretation; Severability. The Indenture shall be modified and amended in accordance with this Eleventh Supplemental Indenture, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this Eleventh Supplemental Indenture will control. The Indenture, as modified and amended by this Eleventh Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every holder of Notes. In case of conflict between the terms and conditions contained in the Notes and those contained in the Indenture, as modified and amended by this Eleventh Supplemental Indenture, the provisions of the Indenture, as modified by this Eleventh Supplemental Indenture, shall control. In case any provision in this Eleventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.7 Governing Law. This Eleventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 1.8 Counterparts. This Eleventh Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 1.9 Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction hereof.

Section 1.10 Trustee. The recitals contained herein are made by the Issuer and the Guarantors, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Eleventh Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Eleventh Supplemental Indenture.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed as of the date first above written.

 

LIVE NATION ENTERTAINMENT, INC.,
as Issuer
By:  

/s/ Michael Rowles

Name:   Michael Rowles
Title:   Executive Vice President,
  General Counsel and Secretary

 

HARD EVENTS LLC,
as New Guarantor
By:  

/s/ Michael Rowles

Name:   Michael Rowles
Title:   Executive Vice President,
  General Counsel and Secretary

 

Signature Page to Eleventh Supplemental Indenture


LN ACQUISITION HOLDCO LLC
By:   LIVE NATION ENTERTAINMENT, INC.,
  its sole member
By:  

/s/ Michael Rowles

Name:   Michael Rowles
Title:   Executive Vice President, General Counsel
  and Secretary

 

CONNECTICUT PERFORMING ARTS
PARTNERS
By:   NOC, INC., a general partner
By:  

/s/ Kathy Willard

Name:   Kathy Willard
Title:   Executive Vice President

 

By:  

CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION,

a general partner

By:  

/s/ Kathy Willard

Name:   Kathy Willard
Title:   Executive Vice President

 

NEW YORK THEATER, LLC

By:   LIVE NATION ENTERTAINMENT, INC.,
  its sole member

 

By:

 

/s/ Michael Rowles

Name:

  Michael Rowles

Title:

  Executive Vice President, General Counsel
  and Secretary

 

Signature Page to Eleventh Supplemental Indenture


BILL GRAHAM ENTERPRISES, INC.

CELLAR DOOR VENUES, INC.

COBB’S COMEDY INC.

CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION

CONNECTICUT PERFORMING ARTS, INC.

EVENING STAR PRODUCTIONS, INC.

EVENTINVENTORY.COM, INC.

EVENT MERCHANDISING INC.

FILLMORE THEATRICAL SERVICES

FLMG HOLDINGS CORP.

HOB MARINA CITY, INC.

HOUSE OF BLUES SAN DIEGO, LLC

IAC PARTNER MARKETING, INC.

LIVE NATION LGTOURS (USA), LLC

LIVE NATION MARKETING, INC.

LIVE NATION MTOURS (USA), INC.

LIVE NATION TOURING (USA), INC.

LIVE NATION UTOURS (USA), INC.

LIVE NATION WORLDWIDE, INC.

MICROFLEX 2001 LLC

NETTICKETS.COM, INC.

NOC, INC.

OPENSEATS, INC.

PREMIUM INVENTORY, INC.

SHORELINE AMPHITHEATRE, LTD.

SHOW ME TICKETS, LLC

THE V.I.P. TOUR COMPANY

TICKETMASTER ADVANCE TICKETS, L.L.C.

TICKETMASTER CHINA VENTURES, L.L.C.

TICKETMASTER EDCS LLC

TICKETMASTER-INDIANA, L.L.C.

TICKETMASTER L.L.C.

TICKETMASTER MULTIMEDIA HOLDINGS LLC

TICKETMASTER NEW VENTURES HOLDINGS, INC.

TICKETSNOW.COM, INC.

TICKETWEB, LLC

TM VISTA INC.

TNA TOUR II (USA) INC.

TNOW ENTERTAINMENT GROUP, INC.

 

By:  

/s/ Kathy Willard

Name:   Kathy Willard
Title:   Executive Vice President

 

Signature Page to Eleventh Supplemental Indenture


HOB BOARDWALK, INC.

HOB CHICAGO, INC.

HOB ENTERTAINMENT, LLC

HOB PUNCH LINE S.F. CORP.

HOUSE OF BLUES ANAHEIM RESTAURANT CORP.

HOUSE OF BLUES CLEVELAND, LLC

HOUSE OF BLUES CONCERTS, INC.

HOUSE OF BLUES DALLAS RESTAURANT CORP.

HOUSE OF BLUES HOUSTON RESTAURANT CORP.

HOUSE OF BLUES LAS VEGAS RESTAURANT CORP.

HOUSE OF BLUES LOS ANGELES RESTAURANT CORP.

HOUSE OF BLUES MYRTLE BEACH RESTAURANT CORP.

HOUSE OF BLUES NEW ORLEANS RESTAURANT CORP.

HOUSE OF BLUES ORLANDO RESTAURANT CORP.

HOUSE OF BLUES RESTAURANT HOLDING CORP.

HOUSE OF BLUES SAN DIEGO RESTAURANT CORP.

LIVE NATION CHICAGO, INC.

LIVE NATION CONCERTS, INC.

LIVE NATION MID-ATLANTIC, INC.

 

By:  

/s/ Michael Rowles

Name:   Michael Rowles
Title:   President

 

LIVE NATION MERCHANDISE, INC.
LIVE NATION TICKETING, LLC
LIVE NATION VENTURES, INC.
By:  

/s/ Michael Rowles

Name:   Michael Rowles
Title:   Executive Vice President, General Counsel and Secretary

 

LIVE NATION BOGART, LLC

LIVE NATION – HAYMON VENTURES, LLC

LIVE NATION STUDIOS, LLC

MICHIGAN LICENSES, LLC

MUSICTODAY, LLC

WILTERN RENAISSANCE LLC

 

By:   LIVE NATION WORLDWIDE, INC.,
  its sole member
By:  

/s/ Kathy Willard

Name:   Kathy Willard
Title:   Executive Vice President

 

 

Signature Page to Eleventh Supplemental Indenture


AZOFF PROMOTIONS LLC

CAREER ARTIST MANAGEMENT LLC

ENTERTAINERS ART GALLERY LLC

FRONT LINE BCC LLC

FRONT LINE MANAGEMENT GROUP, INC.

ILA MANAGEMENT, INC.

MORRIS ARTISTS MANAGEMENT LLC

VECTOR MANAGEMENT LLC

VECTOR WEST, LLC

VIP NATION, INC.

 

By:  

/s/ Michael Rowles

Name:   Michael Rowles
Title:   Vice President and Assistant Secretary

 

FEA MERCHANDISE INC.
SPALDING ENTERTAINMENT, LLC
By:  

/s/ Michael Rowles

Name:   Michael Rowles
Title:   Vice President and Assistant Secretary

 

Signature Page to Eleventh Supplemental Indenture


THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By:  

/s/ Lawrence M. Kush

  Name:   Lawrence M. Kusch
  Title:   Vice President

 

Signature Page to Eleventh Supplemental Indenture


APPENDIX I

Existing Guarantors

 

FLMG HOLDINGS CORP.,

IAC PARTNER MARKETING, INC.,

MICROFLEX 2001 LLC,

TICKETMASTER ADVANCE TICKETS, L.L.C.,

TICKETMASTER CHINA VENTURES, L.L.C.,

TICKETMASTER EDCS LLC,

TICKETMASTER L.L.C.,

TICKETMASTER MULTIMEDIA HOLDINGS LLC,

TICKETMASTER NEW VENTURES HOLDINGS, INC.,

TICKETMASTER-INDIANA, L.L.C.,

TM VISTA INC.,

EVENTINVENTORY.COM, INC.,

NETTICKETS.COM, INC.,

OPENSEATS, INC.,

PREMIUM INVENTORY, INC.,

SHOW ME TICKETS, LLC,

THE V.I.P. TOUR COMPANY,

TICKETSNOW.COM, INC.,

TNOW ENTERTAINMENT GROUP, INC.,

TICKETWEB, LLC,

FRONT LINE MANAGEMENT GROUP, INC.,

AZOFF PROMOTIONS LLC,

CAREER ARTIST MANAGEMENT LLC,

 

Appendix I


FRONT LINE BCC LLC,

ILA MANAGEMENT, INC.,

ENTERTAINERS ART GALLERY LLC,

FEA MERCHANDISE INC.,

MORRIS ARTISTS MANAGEMENT LLC,

SPALDING ENTERTAINMENT, LLC,

VECTOR MANAGEMENT LLC,

VECTOR WEST, LLC,

VIP NATION, INC.,

BILL GRAHAM ENTERPRISES, INC.,

CELLAR DOOR VENUES, INC.,

COBB’S COMEDY INC.,

CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION,

CONNECTICUT PERFORMING ARTS, INC.,

CONNECTICUT PERFORMING ARTS PARTNERS,

EVENING STAR PRODUCTIONS, INC.,

EVENT MERCHANDISING INC.,

FILLMORE THEATRICAL SERVICES,

HOB BOARDWALK, INC.,

HOB CHICAGO, INC.,

HOB ENTERTAINMENT, LLC,

HOB MARINA CITY, INC.,

HOB PUNCH LINE S.F. CORP.

HOUSE OF BLUES ANAHEIM RESTAURANT CORP.,

HOUSE OF BLUES CLEVELAND, LLC,

 

Appendix I


HOUSE OF BLUES CONCERTS, INC.,

HOUSE OF BLUES DALLAS RESTAURANT CORP.,

HOUSE OF BLUES HOUSTON RESTAURANT CORP.,

HOUSE OF BLUES LAS VEGAS RESTAURANT CORP.,

HOUSE OF BLUES LOS ANGELES RESTAURANT CORP.,

HOUSE OF BLUES MYRTLE BEACH RESTAURANT CORP.,

HOUSE OF BLUES NEW ORLEANS RESTAURANT CORP.,

HOUSE OF BLUES ORLANDO RESTAURANT CORP.,

HOUSE OF BLUES RESTAURANT HOLDING CORP.,

HOUSE OF BLUES SAN DIEGO, LLC,

HOUSE OF BLUES SAN DIEGO RESTAURANT CORP.,

LIVE NATION BOGART, LLC

LIVE NATION CHICAGO, INC.

LIVE NATION CONCERTS, INC.

LIVE NATION – HAYMON VENTURES, LLC

LIVE NATION LGTOURS (USA), LLC,

LIVE NATION MARKETING, INC.,

LIVE NATION MERCHANDISE, INC.,

LIVE NATION MID-ATLANTIC, INC.,

LIVE NATION MTOURS (USA), INC.,

LIVE NATION STUDIOS, LLC,

LIVE NATION TICKETING, LLC,

 

Appendix I


LIVE NATION TOURING (USA), INC.,

LIVE NATION UTOURS (USA), INC.,

LIVE NATION VENTURES, INC.,

LIVE NATION WORLDWIDE, INC.,

LN ACQUISITION HOLDCO LLC,

MICHIGAN LICENSES, LLC,

MUSICTODAY, LLC,

NEW YORK THEATER, LLC,

NOC, INC.,

SHORELINE AMPHITHEATRE, LTD.,

TNA TOUR II (USA) INC.,

WILTERN RENAISSANCE LLC

 

Appendix I