FIFTH SUPPLEMENTAL INDENTURE Dated as of October 31, 2016 Among LIVE NATION ENTERTAINMENT, INC., The Guarantors Party Hereto And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
EXHIBIT 10.42
FIFTH SUPPLEMENTAL INDENTURE
Dated as of October 31, 2016
Among
The Guarantors Party Hereto
And
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), entered into as of October 31, 2016, 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 May 23, 2014, as supplemented by the First Supplemental Indenture, dated as of August 27, 2014, the Second Supplemental Indenture, dated as of October 31, 2014, the Third Supplemental Indenture, dated as of March 27, 2015, and the Fourth Supplemental Indenture, dated as of August 13, 2015 (as so supplemented, the “Indenture”), relating to the Issuer’s 5.375% Senior Notes due 2022 (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, Section 10.05(1) of the Indenture provides that guarantors may be released from their obligations as guarantors in the event of the dissolution of such guarantor;
WHEREAS, the guarantors listed in Appendix III (the “Released Guarantors”) attached hereto have been dissolved and the Issuer desires to remove each 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 Guarantors;
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.
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
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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. Each of the Released Guarantors is hereby released as a guarantor under the Indenture pursuant to the terms of Section 10.05(1) 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.
as Issuer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President, Chief Financial Officer and Assistant Secretary
Signature Page to Fifth Supplemental Indenture
LIVE NATION PRODUCTIONS, LLC
WESTMINSTER CREDIT OPPORTUNITIES FUNDS, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
HOB ACE OF SPADES CORP.
HOB GRAND RAPIDS, LLC
HOB PUNCH LINE PENN CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Signature Page to Fifth Supplemental Indenture
F AND F CONCESSIONS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Executive Vice President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
MBA ARTIST MANAGEMENT COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Chief Executive Officer, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
SOUNDCHECK, LLC
By: TICKETMASTER L.L.C.,
its sole member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Executive Vice President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
CUMBERLAND AMPHITHEATRE PARTNERS, LLC
By: LIVE NATION WORLDWIDE, INC.,
its managing member.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
CONNECTICUT PERFORMING ARTS PARTNERS
By: NOC, INC.,
a partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | President, Chief Financial Officer and Assistant Secretary |
By: CONNECTICUT AMPHITHEATER
DEVELOPMENT CORPORATION,
a partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
ARTIST NATION HOLDINGS CORP.
▇▇▇▇ ▇▇▇▇▇▇ ENTERPRISES, INC.
CELLAR DOOR VENUES, INC.
▇▇▇▇’▇ COMEDY INC.
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION
CONNECTICUT PERFORMING ARTS, INC.
EXMO INC.
FILLMORE THEATRICAL SERVICES
HOB MARINA CITY, INC.
IAC PARTNER MARKETING, INC.
LIVE NATION MARKETING, INC.
LIVE NATION MERCHANDISE, INC.
LIVE NATION WORLDWIDE, INC.
NOC, INC.
THE V.I.P. TOUR COMPANY
TICKETMASTER NEW VENTURES HOLDINGS, INC.
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
TM VISTA INC.
TNOW ENTERTAINMENT GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth 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 ▇▇▇▇▇▇, LLC
LIVE NATION CHICAGO, INC.
LIVE NATION CONCERTS, INC.
LIVE NATION MID-ATLANTIC, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Signature Page to Fifth Supplemental Indenture
LIVE NATION STUDIOS, LLC
By: LIVE NATION WORLDWIDE, INC.,
its sole member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
ARTIST NATION MANAGEMENT, INC.
ARTIST NATION MANAGEMENT GROUP, INC.
GUYO ENTERTAINMENT, INC.
SPALDING ENTERTAINMENT, LLC
VECTOR MANAGEMENT LLC
VECTOR WEST LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
EVENING STAR PRODUCTIONS, INC.
EVENT MERCHANDISING INC.
FG ACQUISITIONCO, LLC
FRONT GATE HOLDINGS, LLC
FRONT GATE TICKETING SOLUTIONS, LLC
HARD EVENTS LLC
MICROFLEX 2001 LLC
NEW YORK THEATER, LLC
REIGNDEER ENTERTAINMENT CORP.
SHORELINE AMPHITHEATRE, LTD.
TICKETMASTER ADVANCE TICKETS, L.L.C.
TICKETMASTER CHINA VENTURES, L.L.C.
TICKETMASTER EDCS LLC
TICKETMASTER-INDIANA, L.L.C.
TICKETMASTER L.L.C.
TICKETWEB, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Executive Vice President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
LIVE NATION - ▇▇▇▇▇▇ VENTURES, LLC
By: LIVE NATION WORLDWIDE, INC.,
its sole member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
COUNTRY NATION, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Chief Financial Officer and Assistant Secretary |
HOUSE OF BLUES SAN DIEGO, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Executive Vice President and Chief Accounting Officer |
LIVE NATION TICKETING, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Chief Financial Officer, Chief Accounting Officer and Assistant 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.
TNA TOUR II (USA) INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Chief Executive Officer, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
BIGCHAMPAGNE, LLC
By: TICKETMASTER L.L.C.,
its sole member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | Executive Vice President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
LN ACQUISITION HOLDCO LLC
MICHIGAN LICENSES, LLC
TICKETSTODAY, LLC
WILTERN RENAISSANCE LLC
By: LIVE NATION WORLDWIDE, INC.,
its sole member.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: | President, Chief Financial Officer and Assistant Secretary |
Signature Page to Fifth Supplemental Indenture
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Signature Page to Fifth Supplemental Indenture
APPENDIX I
Existing Guarantors
ARTIST NATION MANAGEMENT, INC.,
ARTIST NATION HOLDINGS CORP.
ARTIST NATION MANAGEMENT GROUP, INC.
BIGCHAMPAGNE, LLC,
▇▇▇▇ ▇▇▇▇▇▇ ENTERPRISES, INC.,
CELLAR DOOR VENUES, INC.,
▇▇▇▇’▇ COMEDY INC.,
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION,
CONNECTICUT PERFORMING ARTS, INC.,
CONNECTICUT PERFORMING ARTS PARTNERS,
COUNTRY NATION, LLC,
EVENING STAR PRODUCTIONS, INC.,
EVENT MERCHANDISING INC.,
EXMO INC.,
FG ACQUISITIONCO, LLC,
FILLMORE THEATRICAL SERVICES,
FRONT GATE HOLDINGS, LLC,
FRONT GATE TICKETING SOLUTIONS, LLC,
GUYO ENTERTAINMENT, INC.,
HARD EVENTS LLC,
HOB BOARDWALK, INC.,
Appendix I
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,
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,
Appendix I
HOUSE OF BLUES SAN DIEGO RESTAURANT CORP.,
IAC PARTNER MARKETING, INC.,
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,
LIVE NATION TOURING (USA), INC.,
LIVE NATION USHTOURS (USA), LLC,
LIVE NATION UTOURS (USA), INC.,
LIVE NATION WORLDWIDE, INC.,
LN ACQUISITION HOLDCO LLC,
MICHIGAN LICENSES, LLC,
MICROFLEX 2001 LLC,
NEW YORK THEATER, LLC,
NOC, INC.,
REIGNDEER ENTERTAINMENT CORP.,
SHORELINE AMPHITHEATRE, LTD.,
Appendix I
SPALDING ENTERTAINMENT, LLC,
THE V.I.P. TOUR COMPANY,
TICKETMASTER ADVANCE TICKETS, L.L.C.,
TICKETMASTER CHINA VENTURES, L.L.C.,
TICKETMASTER EDCS LLC,
TICKETMASTER NEW VENTURES HOLDINGS, INC.,
TICKETMASTER-INDIANA, L.L.C.,
TICKETMASTER L.L.C.,
TICKETMASTER L.L.C.,
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.,
TICKETSTODAY, LLC,
TICKETWEB, LLC,
TM VISTA INC.,
TNA TOUR II (USA) INC.,
TNOW ENTERTAINMENT GROUP, INC.,
VECTOR MANAGEMENT LLC,
VECTOR WEST LLC,
WILTERN RENAISSANCE LLC
Appendix I
APPENDIX II
New Guarantors
CUMBERLAND AMPHITHEATRE PARTNERS, LLC,
F AND F CONCESSIONS, INC.,
HOB ACE OF SPADES CORP.,
HOB GRAND RAPIDS, LLC,
HOB PUNCH LINE PENN CORP.,
LIVE NATION PRODUCTIONS, LLC,
MBA ARTIST MANAGEMENT COMPANY, LLC,
SOUNDCHECK, LLC,
WESTMINSTER CREDIT OPPORTUNITIES FUNDS, LLC
Appendix II
APPENDIX III
Released Guarantors
▇▇▇ MANAGEMENT, INC.,
VIP NATION, INC.,
LIVE NATION VENTURES, INC.,
▇▇▇▇▇▇ ARTISTS MANAGEMENT LLC
Appendix III