SECOND SUPPLEMENTAL INDENTURE
Exhibit 10.1
EXECUTION COPY
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of August 13, 2013, among Live Nation Entertainment, Inc., a Delaware corporation (the “Issuer”), the guarantors listed on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S SE T H
WHEREAS, the Issuer initially issued $225,000,000 aggregate principal amount of 7.000% Senior Notes due 2020 (the “Existing Notes”) under an indenture, dated as of August 20, 2012 (as amended and supplemented through the date of this Second Supplemental Indenture, the “Indenture”), among the Issuer, the Guarantors party thereto and the Trustee;
WHEREAS, Section 2.02 of the Indenture provides that the Issuer may issue additional Notes (the “Additional Notes”) under the Indenture subject to certain conditions set forth in the Indenture;
WHEREAS, the Issuer wishes to issue an additional $200,000,000 aggregate principal amount of its 7.000% Senior Notes due 2020 as Additional Notes under the Indenture (the “New Notes” and together with the Existing Notes, the “Notes”);
WHEREAS, pursuant to Sections 9.01(e) and 9.06 of the Indenture, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AMOUNT OF NEW NOTES. The aggregate principal amount of New Notes to be authenticated and delivered under the Indenture on August 13, 2013 is $200,000,000.
3. TERMS OF NEW NOTES. The New Notes to be issued as Additional Notes under the Indenture and pursuant to this Second Supplemental Indenture shall:
(a) be issued as part of the existing class of Existing Notes previously issued under the Indenture, and the New Notes and the Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase;
(b) be issued on August 13, 2013, at a purchase price of 104.5% of the principal amount, plus accrued interest from March 1, 2013, and shall otherwise have the same terms and conditions in all respects as the Existing Notes issued on August 20, 2012, except for the issue date;
(c) be issuable in whole in the form of Global Notes to be held by the Depositary and in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Indenture; and
(d) (x) in the case of the Restricted Global Note, initially bear the CUSIP number of 000000XX0 and ISIN number of US538034AF69, and (y) in the case of the Regulation S Global Note, initially bear the CUSIP number of X00000XX0 and ISIN number of USU53897AC53.
4. AMENDMENT TO SECTION 10.05; RELEASES FROM GUARANTEES. Section 10.05(3)(ii) of the Indenture is hereby amended to replace the reference to “Section 4.07(b)(2)” with “Section 4.09(b)(2)”.
5. REAFFIRMATION AND RATIFICATION OF INDENTURE, GUARANTEES AND NOTES; SECOND SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly set forth herein, this Second Supplemental Indenture shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Holders under the Indenture or Notes and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Indenture or Notes, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Second Supplemental Indenture shall apply to and be effective only with respect to the provisions of the Indenture or Notes specifically referred to herein. Each and every term, condition, obligation, covenant and agreement contained in the Indenture, including the Guarantees contained therein, and Notes is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.
6. NO PERSONAL LIABILITY OF DIRECTORS, OWNERS, EMPLOYEES, INCORPORATORS AND STOCKHOLDERS. No director, owner, officer, employee, incorporator or stockholder of the Issuer, the Guarantors or any of their Affiliates, as such, shall have any liability for any obligations of the Issuer, the Guarantors or any of their Affiliates under the Notes, the Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the New Notes.
7. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES (INCLUDING THE NEW NOTES) AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
8. COUNTERPART ORIGINALS. This Second Supplemental Indenture may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Second Supplemental Indenture by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Second Supplemental Indenture.
9. HEADINGS. The headings of Sections hereof have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
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10. THE 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 Second 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 Second Supplemental Indenture.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
| Very truly yours, | ||
| LIVE NATION ENTERTAINMENT, INC., as Issuer | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Executive Vice President, General Counsel and Secretary | ||
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
| CONNECTICUT PERFORMING ARTS PARTNERS | ||
| By: | NOC, INC., a general partner | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Executive Vice President, Chief Financial Officer and Assistant Secretary | ||
| By: | CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a general partner | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Executive Vice President, Chief Financial Officer and Assistant Secretary | ||
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
| XXXX XXXXXX ENTERPRISES, INC. CELLAR DOOR VENUES, INC. XXXX’X COMEDY INC. CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION CONNECTICUT PERFORMING ARTS, INC. EVENING STAR PRODUCTIONS, INC. EVENT MERCHANDISING INC. FILLMORE THEATRICAL SERVICES FLMG HOLDINGS CORP. HARD EVENTS 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 USHTOURS (USA), LLC LIVE NATION UTOURS (USA), INC. LIVE NATION WORLDWIDE, INC. MICROFLEX 2001 LLC NEW YORK THEATER, LLC NOC, INC. SHORELINE AMPHITHEATRE, LTD. THE V.I.P. TOUR COMPANY 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. TICKETWEB, LLC TM VISTA INC. TNA TOUR II (USA) INC. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Executive Vice President, Chief Financial Officer and Assistant Secretary | ||
SIGNATURE PAGE TO SECOND 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/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: President | ||
| CAREER ARTIST MANAGEMENT LLC FRONT LINE MANAGEMENT GROUP, INC. XXX MANAGEMENT, INC. LIVE NATION MERCHANDISE, INC. LIVE NATION TICKETING, LLC LIVE NATION VENTURES, INC. XXXXXX ARTISTS MANAGEMENT LLC SPALDING ENTERTAINMENT, LLC VECTOR MANAGEMENT LLC VECTOR WEST, LLC VIP NATION, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Executive Vice President, General Counsel and Secretary | ||
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
| LIVE NATION – XXXXXX VENTURES, LLC LIVE NATION XXXXXX, LLC LIVE NATION STUDIOS, LLC LN ACQUISITION HOLDCO LLC MICHIGAN LICENSES, LLC MUSICTODAY, LLC WILTERN RENAISSANCE LLC | ||
| By: | LIVE NATION WORLDWIDE, INC., its sole member | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Executive Vice President, Chief Financial Officer and Assistant Secretary | ||
| XXXXXXXXXXXXXX.XXX, INC. XXXXXXXXXX.XXX, INC. OPENSEATS, INC. PREMIUM INVENTORY, INC. SHOW ME TICKETS, LLC XXXXXXXXXX.XXX, INC. TNOW ENTERTAINMENT GROUP, INC. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title:Executive Vice President and Assistant Secretary | ||
| HOB MARINA CITY, INC. HOUSE OF BLUES SAN DIEGO, LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Executive Vice President and Chief Accounting Officer | ||
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Vice President | ||
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
