FIFTH SUPPLEMENTAL INDENTUREDated as of November 16, 2023AmongLIVE NATION ENTERTAINMENT, INC., The Guarantors Party HeretoAndTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as Trustee

EXHIBIT 10.47
Dated as of November 16, 2023
Among
The Guarantors Party Hereto
And
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee


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THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), entered into as of November 16, 2023, among LIVE NATION ENTERTAINMENT, INC., a Delaware corporation (the “Issuer”), the guarantors listed in Appendix I attached hereto (the “Existing Guarantors”), the guarantors listed in Appendix II attached hereto (the “New Guarantors,” 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, certain guarantors party thereto and the Trustee are parties to an Indenture, dated as of October 31, 2016, as supplemented by the First Supplemental Indenture, dated as of April 7, 2017, the Second Supplemental Indenture, dated as of March 20, 2018, the Third Supplemental Indenture, dated as of October 17, 2019, and the Fourth Supplemental Indenture, dated as of May 20, 2020 (as so supplemented, the “Indenture”), relating to the Issuer’s 4.875% Senior Notes due 2024 (the “Notes”);
WHEREAS, each guarantor listed in Appendix IV attached hereto merged with and into another Guarantor that is a wholly owned Restricted Subsidiary of the Issuer, as permitted under Section 10.03 of the Indenture, and immediately after such permitted merger, no Default or Event of Default existed under the Indenture, and furthermore, pursuant to such aforementioned permitted merger, each guarantor listed on Appendix IV is no longer a Guarantor of the Notes under the Indenture;
WHEREAS, Section 4.13 of the Indenture requires the Issuer to cause each Domestic Subsidiary (as defined in the Indenture) that is not a Guarantor under the Notes but becomes a guarantor under a Credit Facility (as defined in the Indenture) 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, Section 10.05(3)(ii) of the Indenture provides that guarantors may be released from their obligations as guarantors in the event that following a transaction, such guarantor is a Restricted Subsidiary (as defined in the Indenture) that is not a guarantor under any Credit Facility incurred under Section 4.07(b)(2) of the Indenture;
WHEREAS, the guarantor listed in Appendix III (the “Released Guarantor”) attached hereto is a Restricted Subsidiary that is not a guarantor under any Credit Facility and the Issuer desires to remove such guarantor as a guarantor of the Notes under the Indenture;
WHEREAS, the Issuer desires to amend the Notes pursuant to Section 9.01 of the Indenture to reflect the addition of the New Guarantors and the release of the Released Guarantor;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuer, the Guarantors and the Trustee can execute this Fifth Supplemental Indenture without the consent of holders; and
WHEREAS, all things necessary have been done to make this Fifth 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.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Fifth 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.
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Section 1.2        Agreement to Guarantee. Each of the New Guarantors 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, each of the New Guarantors shall be a Guarantor for all purposes under the Indenture and the Notes.
Section 1.3        Incorporation of Terms of Indenture. The obligations of each of the New Guarantors under the Guarantee shall be governed in all respects by the terms of the Indenture and shall constitute a Guarantee thereunder. Each of the New Guarantors shall be bound by the terms of the Indenture as they relate to the Guarantee.
ARTICLE II
Section 2.1        Agreement to Release. The Released Guarantor is hereby released as a guarantor under the Indenture pursuant to the terms of Section 10.05(3)(ii) of the Indenture.
ARTICLE III
Section 3.1        Amendment of the Notes. Any corresponding provisions reflected in the Notes shall also be deemed amended in conformity herewith.
Section 3.2        Effectiveness of Amendments. This Fifth Supplemental Indenture shall be effective upon execution hereof by the Issuer, the Guarantors and the Trustee.
Section 3.3        Interpretation; Severability. The Indenture shall be modified and amended in accordance with this Fifth 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 Fifth Supplemental Indenture will control. The Indenture, as modified and amended by this Fifth 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 Fifth Supplemental Indenture, the provisions of the Indenture, as modified by this Fifth Supplemental Indenture, shall control. In case any provision in this Fifth 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 3.4        Governing Law. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 3.5        Counterparts. This Fifth Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 3.6        Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction hereof.
Section 3.7        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 Fifth 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 Fifth Supplemental Indenture.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary

Signature Page to Fifth Supplemental Indenture

CONNECTICUT PERFORMING ARTS PARTNERS
By: NOC, INC., a partner
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary


By: CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a partner
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary
Signature Page to Fifth Supplemental Indenture





CELLAR DOOR VENUES, INC.
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION
LIVE NATION MARKETING, INC.
LIVE NATION PRODUCTIONS, LLC.
LIVE NATION WORLDWIDE, INC.
NOC, INC.
TICKETMASTER NEW VENTURES HOLDINGS, INC.
TM VISTA INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary




Signature Page to Fifth Supplemental Indenture






BLUES AT THE DEPOT, LLC
FILLMORE NEW ORLEANS CORP.
HOB ACE OF SPADES CORP.
HOB BOARDWALK, INC.
HOB CAFE CORP.
HOB CHICAGO, INC.
HOB DEPOT CORP.
HOB ENTERTAINMENT, LLC
HOB GRAND RAPIDS, LLC
HOB HIFI DALLAS CORP.
HOB MARINA CITY, INC.
HOB MARQUIS CORP.
HOB PUNCH LINE PENN CORP.
HOB PUNCH LINE S.F. CORP.
HOB QUEEN THEATER CORP.
HOB ROSE CITY MH CORP.
HOB SUMMIT MH CORP.
HOB VARSITY ▇▇▇▇.
▇▇▇▇▇ OF BLUES ANAHEIM RESTAURANT ▇▇▇▇.
▇▇▇▇▇ OF BLUES CLEVELAND, LLC
HOUSE OF BLUES CONCERTS, ▇▇▇.
▇▇▇▇▇ OF BLUES DALLAS RESTAURANT ▇▇▇▇.
▇▇▇▇▇ OF BLUES HOUSTON RESTAURANT ▇▇▇▇.
▇▇▇▇▇ OF BLUES LAS VEGAS RESTAURANT ▇▇▇▇.
▇▇▇▇▇ OF BLUES MYRTLE BEACH RESTAURANT ▇▇▇▇.
▇▇▇▇▇ OF BLUES NEW ORLEANS RESTAURANT ▇▇▇▇.
▇▇▇▇▇ OF BLUES ORLANDO RESTAURANT ▇▇▇▇.
▇▇▇▇▇ OF BLUES RESTAURANT HOLDING ▇▇▇▇.
▇▇▇▇▇ OF BLUES SAN DIEGO, LLC
HOUSE OF BLUES SAN DIEGO RESTAURANT ▇▇▇▇.
▇▇▇▇ NATION ▇▇▇▇▇▇, LLC
LIVE NATION CHICAGO, INC.
MICHIGAN LICENSES, LLC
NO LIMIT ENTERTAINMENT LLC
SPACELAND PRODUCTIONS LLC
THE ECHO LLC

By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:President
Signature Page to Fifth Supplemental Indenture




LIVE NATION STUDIOS HOLDINGS, LLC
TICKETSTODAY, LLC
WILTERN RENAISSANCE LLC
By: LIVE NATION WORLDWIDE, INC., its sole member
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary




Signature Page to Fifth Supplemental Indenture


ARTIST NATION MANAGEMENT GROUP, LLC
BARON GLOBAL, INC.
SPALDING ENTERTAINMENT, LLC
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary




Signature Page to Fifth Supplemental Indenture


ASSEMBLY ROOM STUDIOS, LLC
EIGHT BALL PRICING SOLUTIONS, LLC
F AND F CONCESSIONS, INC.
FACULTY MANAGEMENT, LLC
FACULTY PRODUCTIONS, LLC
FRONT GATE TICKETING SOLUTIONS, LLC
HARD EVENTS LLC
HOFESH, LLC
IO MEDIA, INC.
IOMEDIA TECHNOLOGIES, LLC
LIVE NATION TICKETING, LLC
MICROFLEX 2001 LLC
NEW YORK THEATER, LLC
TICKETMASTER L.L.C.
TICKETWEB, LLC
FESTIVAL HOLDINGS, L.L.C.
NEW ERA FARMS, LLC
RIVAL LABS, INC.
▇▇▇▇▇▇▇ ENTERTAINMENT, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary


FILLMORE MINNEAPOLIS CORP.


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:President



LMG MANAGEMENT LLC
REIGNDEER ENTERTAINMENT CORP.


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:General Counsel and Secretary
Signature Page to Fifth Supplemental Indenture


LIVE NATION LGTOURS (USA), LLC
LIVE NATION MTOURS (USA), INC.
LIVE NATION TOURING (USA), INC.
LIVE NATION USHTOURS (USA), LLC
LIVE NATION UTOURS (USA), INC.
MBA ARTIST MANAGEMENT COMPANY, LLC
TNA TOUR II (USA) INC.


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary

Signature Page to Fifth Supplemental Indenture




BIGCHAMPAGNE, LLC
By: TICKETMASTER L.L.C., its sole member
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary



Signature Page to Fifth Supplemental Indenture


C3 BOOKING, LLC
C3 PRESENTS, L.L.C.
C3P EMO’S, LLC


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary


Signature Page to Fifth Supplemental Indenture


AXIS NATION, LLC
FH JV HOLDINGS, LLC


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary

Signature Page to Fifth Supplemental Indenture


BIG LOUD MOUNTAIN MANAGEMENT, LLC
HILLSIDE PRODUCTIONS, INC.
PIZZA FRIDAY PRODUCTIONS, LLC
REBEL ARTIST MANAGEMENT, LLC


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:General Counsel and Secretary


ELEMENT1 MANAGEMENT, LLC
REIGNDEER ENTERTAINMENT, LLC
UNIVERSE INC. (F/K/A UNIIVERSE
     COLLABORATIVE LIFESTYLE, INC.)


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:Executive Vice President, General Counsel and Secretary


HOB ROXIAN CORP.
HOB SEATTLE CORP.
STATESIDE GROUP, LLC
STUBB'S AUSTIN RESTAURANT COMPANY ▇▇
▇▇▇ ▇▇▇▇▇ GROUP HOLDINGS, LLC
VN WAUKEE CORP


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:President



Signature Page to Fifth Supplemental Indenture


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity but solely as Trustee


By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:Vice President


Signature Page to Fifth Supplemental Indenture


APPENDIX I
Existing Guarantors
ARTIST NATION MANAGEMENT GROUP, LLC,
ASSEMBLY ROOM STUDIOS LLC,
BARON GLOBAL, INC.,
BLUES AT THE DEPOT, LLC,
BIGCHAMPAGNE, LLC,
C3 BOOKING, LLC,
C3 PRESENTS, L.L.C.,
C3P EMO’S, LLC,
CELLAR DOOR VENUES, INC.,
CONNECTICUT AMPHITHEATRE DEVELOPMENT CORPORATION,
CONNECTICUT PERFORMING ARTS PARTNERS,
EIGHT BALL PRICING SOLUTIONS, LLC,
F AND F CONCESSIONS, INC.,
FACULTY MANAGEMENT, LLC,
FACULTY PRODUCTIONS, LLC,
FILLMORE MINNEAPOLIS CORP.,
FILLMORE NEW ORLEANS CORP.,
FRONT GATE TICKETING SOLUTIONS, LLC,
HARD EVENTS LLC,
HOB ACE OF SPADES CORP.,
HOB BOARDWALK, INC.,
HOB CAFE CORP.,
HOB CHICAGO, INC.,
Appendix I
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HOB DEPOT CORP.,
HOB ENTERTAINMENT, LLC,
HOB GRAND RAPIDS, LLC,
HOB HIFI DALLAS CORP.,
HOB MARINA CITY, INC.,
HOB MARQUIS CORP.,
HOB PUNCH LINE PENN CORP.,
HOB PUNCH LINE S.F. CORP.,
HOB QUEEN THEATER CORP.,
HOB ROSE CITY MH CORP.,
HOB SUMMIT MH CORP.,
HOB VARSITY CORP.,
HOFESH, LLC,
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 MYRTLE BEACH RESTAURANT CORP.,
HOUSE OF BLUES NEW ORLEANS RESTAURANT CORP.,
HOUSE OF BLUES ORLANDO RESTAURANT CORP.,
Appendix IV


HOUSE OF BLUES RESTAURANT HOLDING CORP.,
HOUSE OF BLUES SAN DIEGO, LLC,
HOUSE OF BLUES SAN DIEGO RESTAURANT CORP.,
IO MEDIA, INC.,
IOMEDIA TECHNOLOGIES, LLC,
LIVE NATION ▇▇▇▇▇▇, LLC,
LIVE NATION CHICAGO, INC.,
LIVE NATION LGTOURS (USA), LLC,
LIVE NATION MARKETING, INC.,
LIVE NATION MTOURS (USA), INC.,
LIVE NATION PRODUCTIONS, LLC,
LIVE NATION STUDIOS HOLDINGS, LLC,
LIVE NATION TICKETING, LLC,
LIVE NATION TOURING (USA), INC.,
LIVE NATION USHTOURS (USA), LLC,
LIVE NATION UTOURS (USA), INC.,
LIVE NATION WORLDWIDE, INC.,
LMG MANAGEMENT LLC,
MBA ARTIST MANAGEMENT COMPANY, LLC,
MICHIGAN LICENSES, LLC,
MICROFLEX 2001 LLC,
NEW YORK THEATER, LLC,
NO LIMIT ENTERTAINMENT LLC,
NOC, INC.,
REIGNDEER ENTERTAINMENT CORP.,
Appendix IV


SPACELAND PRODUCTIONS, LLC,
SPALDING ENTERTAINMENT, LLC,
THE ECHO, LLC,
TICKETMASTER NEW VENTURES HOLDINGS, INC.,
TICKETMASTER L.L.C.,
TICKETSTODAY, LLC,
TICKETWEB, LLC,
TM VISTA INC.,
TNA TOUR II (USA) INC.,
WILTERN RENAISSANCE LLC
▇▇▇▇▇▇▇ ENTERTAINMENT, INC.,
AXIS NATION, LLC
FESTIVAL HOLDINGS, L.L.C.
NEW ERA FARMS, LLC
RIVAL LABS, INC.

Appendix IV


APPENDIX II
New Guarantors
BIG LOUD MOUNTAIN MANAGEMENT, LLC
ELEMENT1 MANAGEMENT, LLC
FH JV HOLDINGS, LLC
HILLSIDE PRODUCTIONS, INC.
HOB ROXIAN CORP.
HOB SEATTLE CORP.
PIZZA FRIDAY PRODUCTIONS, LLC
REBEL ARTIST MANAGEMENT, LLC
REIGNDEER ENTERTAINMENT, LLC
STATESIDE GROUP, LLC
STUBB'S AUSTIN RESTAURANT COMPANY LC
UNIVERSE INC. (F/K/A UNIIVERSE COLLABORATIVE LIFESTYLE, INC.)
VAN BUREN GROUP HOLDINGS, LLC
VN WAUKEE CORP.
Appendix II


APPENDIX III
Released Guarantor
VECTOR MANAGEMENT, LLC
Appendix III


APPENDIX IV
Merged Guarantors
ARTIST NATION MANAGEMENT, INC.
ARTIST NATION HOLDINGS CORP.
▇▇▇▇ ▇▇▇▇▇▇ ENTERPRISES, INC.
▇▇▇▇’▇ COMEDY INC.
CONNECTICUT PERFORMING ARTS, INC.
EXMO INC.
FG ACQUISITIONCO, LLC
FILLMORE THEATRICAL SERVICES
FRONT GATE HOLDINGS, LLC
GUYO ENTERTAINMENT, INC.
IAC PARTNER MARKETING, INC.
LIVE NATION - ▇▇▇▇▇▇ VENTURES, LLC
PRISTINE ALPINE ENTERTAINMENT, LLC
SEATSTREAM, LLC
SHORELINE AMPHITHEATRE, LTD
SOUNDCHECK, LLC
STROBE LABS, INC.
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.
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
TNOW ENTERTAINMENT GROUP, INC.
UNITED CONCERTS, INC.
WESTMINSTER CREDIT OPPORTUNITIES FUNDS, LLC
Appendix IV


WOMH HOLDINGS, LLC
AC ENTERTAINMENT, LLC
AC IP, LLC
ACSH-JV, LLC
AXIS HOLDINGS, LLC
AXIS OPERATIONS, LLC
AXIS SPONSORSHIPS, LLC
BOTTLEROCK MARKETING GROUP, LLC
CHARLESTON FESTIVAL, LLC
LATITUDE 38 ENTERTAINMENT, LLC
NEW ERA FARMS II, LLC
Appendix IV

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Filed: February 22nd, 2024