SIXTH SUPPLEMENTAL INDENTURE Dated as of October 4, 2012 Among LIVE NATION ENTERTAINMENT, INC., LIVE NATION USHTOURS (USA), LLC, The Existing Guarantors Party Hereto And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
EXHIBIT 10.4
SIXTH SUPPLEMENTAL INDENTURE
Dated as of October 4, 2012
Among
LIVE NATION ENTERTAINMENT, INC.,
LIVE NATION USHTOURS (USA), LLC,
The Existing Guarantors Party Hereto
And
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), entered into as of October 4, 2012, among LIVE NATION ENTERTAINMENT, INC., a Delaware corporation (the “Issuer”), the guarantors listed in Appendix I attached hereto (the “Existing Guarantors”), LIVE NATION USHTOURS (USA), LLC, a Delaware 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 May 6, 2010, as supplemented by the First Supplemental Indenture, dated as of February 14, 2011, the Second Supplemental Indenture dated as of August 4, 2011, the Third Supplemental Indenture, dated as of January 4, 2012, the Fourth Supplemental Indenture dated as of February 28, 2012 and the Fifth Supplemental Indenture dated as of August 16, 2012 (as so supplemented, the “Indenture”), relating to the Issuer’s 8.125% Senior Notes due 2018 (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 Sixth Supplemental Indenture without the consent of holders;
WHEREAS, all things necessary have been done to make this Sixth 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 Sixth 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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ARTICLE II
Section 2.1 Amendment of the Notes. Any corresponding provisions reflected in the Notes shall also be deemed amended in conformity herewith.
Section 2.2 Effectiveness of Amendments. This Sixth Supplemental Indenture shall be effective upon execution hereof by the Issuer, the Guarantors and the Trustee.
Section 2.3 Interpretation; Severability. The Indenture shall be modified and amended in accordance with this Sixth 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 Sixth Supplemental Indenture will control. The Indenture, as modified and amended by this Sixth 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 Sixth Supplemental Indenture, the provisions of the Indenture, as modified by this Sixth Supplemental Indenture, shall control. In case any provision in this Sixth 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 2.4 Governing Law. This Sixth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 2.5 Counterparts. This Sixth Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 2.6 Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction hereof.
Section 2.7 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 Sixth 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 Sixth Supplemental Indenture.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the date first above written.
| LIVE NATION ENTERTAINMENT, INC., as Issuer | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Executive Vice President, Chief Financial Officer and Assistant Secretary | |
| LIVE NATION USHTOURS (USA), LLC, as New Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Executive Vice President, Chief Financial Officer and Secretary | |
Signature Page to Sixth Supplemental Indenture
| LN ACQUISITION HOLDCO LLC | ||||
| By: | LIVE NATION ENTERTAINMENT, INC., its sole member |
|||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Executive Vice President, General Counsel and Secretary |
|||
| CONNECTICUT PERFORMING ARTS PARTNERS | ||||
| By: | NOC, INC.,a general partner |
|||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Executive Vice President |
|||
| By: | CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a general partner |
|||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Executive Vice President |
|||
| NEW YORK THEATER, LLC | ||||
| By: | LIVE NATION ENTERTAINMENT, INC., its sole member |
|||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Executive Vice President, General Counsel and Secretary |
|||
Signature Page to Sixth Supplemental Indenture
▇▇▇▇ ▇▇▇▇▇▇ ENTERPRISES, INC.
CELLAR DOOR VENUES, INC.
▇▇▇▇’▇ COMEDY INC.
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION
CONNECTICUT PERFORMING ARTS, INC.
EVENING STAR PRODUCTIONS, INC.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, 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
▇▇▇▇▇▇▇▇▇▇.▇▇▇, 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.
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
TICKETWEB, LLC
TM VISTA INC.
TNA TOUR II (USA) INC.
TNOW ENTERTAINMENT GROUP, INC.
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Executive Vice President |
Signature Page to Sixth 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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | President |
HARD EVENTS LLC
LIVE NATION MERCHANDISE, INC.
LIVE NATION TICKETING, LLC
LIVE NATION VENTURES, INC.
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Executive Vice President, General Counsel and Secretary |
LIVE NATION ▇▇▇▇▇▇, LLC
LIVE NATION – ▇▇▇▇▇▇ VENTURES, LLC
LIVE NATION STUDIOS, LLC
MICHIGAN LICENSES, LLC
MUSICTODAY, LLC
WILTERN RENAISSANCE LLC
| By: | LIVE NATION WORLDWIDE, INC., its sole member |
|||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Executive Vice President | |||
Signature Page to Sixth Supplemental Indenture
AZOFF PROMOTIONS LLC
CAREER ARTIST MANAGEMENT LLC
ENTERTAINERS ART GALLERY LLC
FRONT LINE BCC LLC
FRONT LINE MANAGEMENT GROUP, INC.
▇▇▇ MANAGEMENT, INC.
▇▇▇▇▇▇ ARTISTS MANAGEMENT LLC
VECTOR MANAGEMENT LLC
VECTOR WEST, LLC
VIP NATION, INC.
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Vice President and Assistant Secretary |
FEA MERCHANDISE INC.
SPALDING ENTERTAINMENT, LLC
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Vice President and Assistant Secretary |
Signature Page to Sixth Supplemental Indenture
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Vice President |
Signature Page to Sixth 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.,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.,
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.,
OPENSEATS, INC.,
PREMIUM INVENTORY, INC.,
SHOW ME TICKETS, LLC,
THE V.I.P. TOUR COMPANY,
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.,
TNOW ENTERTAINMENT GROUP, INC.,
TICKETWEB, LLC,
FRONT LINE MANAGEMENT GROUP, INC.,
AZOFF PROMOTIONS LLC,
CAREER ARTIST MANAGEMENT LLC,
FRONT LINE BCC LLC,
Appendix I
▇▇▇ MANAGEMENT, INC.,
ENTERTAINERS ART GALLERY LLC,
FEA MERCHANDISE INC.,
▇▇▇▇▇▇ ARTISTS MANAGEMENT LLC,
SPALDING ENTERTAINMENT, LLC,
VECTOR MANAGEMENT LLC,
VECTOR WEST, LLC,
VIP NATION, INC.,
▇▇▇▇ ▇▇▇▇▇▇ ENTERPRISES, INC.,
CELLAR DOOR VENUES, INC.,
▇▇▇▇’▇ COMEDY INC.,
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION,
CONNECTICUT PERFORMING ARTS, INC.,
CONNECTICUT PERFORMING ARTS PARTNERS,
EVENING STAR PRODUCTIONS, INC.,
EVENT MERCHANDISING INC.,
FILLMORE THEATRICAL SERVICES,
HARD EVENTS LLC
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 ▇▇▇▇▇▇, LLC
LIVE NATION CHICAGO, INC.
LIVE NATION CONCERTS, INC.
LIVE NATION – ▇▇▇▇▇▇ 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