Exhibit



EXHIBIT 10.1





FIRST SUPPLEMENTAL INDENTURE
Dated as of April 7, 2017
Among
LIVE NATION ENTERTAINMENT, INC., 
The Guarantors Party Hereto
And
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee




















THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of April 7, 2017, 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 (the “Indenture”), relating to the Issuer’s 4.875% Senior Notes due 2024 (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 Guarantors;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuer, the Guarantors and the Trustee can execute this First Supplemental Indenture without the consent of holders; and
WHEREAS, all things necessary have been done to make this First 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 First 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 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.






1







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 First 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 First 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 First Supplemental Indenture will control.  The Indenture, as modified and amended by this First 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 First Supplemental Indenture, the provisions of the Indenture, as modified by this First Supplemental Indenture, shall control.  In case any provision in this First 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 First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 2.5    Counterparts.  This First 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 First 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 First Supplemental Indenture.
[Signature Pages Follow]




2












IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.
LIVE NATION ENTERTAINMENT, INC., 
as Issuer


By:     /s/ Kathy Willard
Name:    Kathy Willard
Title:    Executive Vice President, Chief Financial Officer and Assistant Secretary








Signature Page to First Supplemental Indenture








LMG MANAGEMENT LLC






By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Executive Vice President, Chief Financial Officer and Assistant Secretary






Signature Page to First Supplemental Indenture











EIGHT BALL PRICING SOLUTIONS, LLC




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Executive Vice President, Chief Financial Officer and Assistant Secretary














Signature Page to First Supplemental Indenture









IO MEDIA, INC.




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Executive Vice President, Chief Financial Officer and Assistant Secretary




Signature Page to First Supplemental Indenture









IOMEDIA TECHNOLOGIES, LLC


By: IO MEDIA, INC.,
       its sole member




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Executive Vice President, Chief Financial Officer and Assistant Secretary








Signature Page to First Supplemental Indenture









CONNECTICUT PERFORMING ARTS PARTNERS


By: NOC, INC.,
       a partner




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	President, Chief Financial Officer and Assistant Secretary






By: CONNECTICUT AMPHITHEATER
      DEVELOPMENT CORPORATION, 
      a partner




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	President, Chief Financial Officer and Assistant Secretary




Signature Page to First Supplemental Indenture









ARTIST NATION HOLDINGS CORP.
BILL GRAHAM ENTERPRISES, INC.
CELLAR DOOR VENUES, INC.
COBB’S 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 PRODUCTIONS, LLC
LIVE NATION WORLDWIDE, INC.
NOC, INC.
THE V.I.P. TOUR COMPANY
TICKETMASTER NEW VENTURES HOLDINGS, INC.
TICKETSNOW.COM, INC.
TM VISTA INC.
TNOW ENTERTAINMENT GROUP, INC.
WESTMINSTER CREDIT OPPORTUNITIES FUNDS, LLC






By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	President, Chief Financial Officer and Assistant Secretary






Signature Page to First Supplemental Indenture









HOB ACE OF SPADES CORP.
HOB BOARDWALK, INC.
HOB CHICAGO, INC.
HOB ENTERTAINMENT, LLC
HOB GRAND RAPIDS, LLC
HOB PUNCH LINE PENN CORP.
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 BOGART, LLC
LIVE NATION CHICAGO, INC.
LIVE NATION CONCERTS, INC.
LIVE NATION MID-ATLANTIC, INC.




By:    /s/ Michael Rowles
Name:    Michael Rowles
Title:    President






Signature Page to First Supplemental Indenture











LIVE NATION STUDIOS, LLC


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




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	President, Chief Financial Officer and Assistant Secretary






CUMBERLAND AMPHITHEATRE PARTNERS, LLC


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




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	President, Chief Financial Officer and Assistant Secretary






Signature Page to First 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/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary 








Signature Page to First Supplemental Indenture











EVENING STAR PRODUCTIONS, INC.
EVENT MERCHANDISING INC.
F AND F CONCESSIONS, INC.
FG ACQUISITIONCO, LLC
FRONT GATE HOLDINGS, LLC
FRONT GATE TICKETING SOLUTIONS, LLC
HARD EVENTS LLC
MBA ARTIST MANAGEMENT COMPANY, 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/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Executive Vice President, Chief Financial Officer and Assistant Secretary














Signature Page to First Supplemental Indenture











LIVE NATION - HAYMON VENTURES, LLC


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




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	President, Chief Financial Officer and Assistant Secretary






Signature Page to First Supplemental Indenture











COUNTRY NATION, LLC




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Chief Financial Officer and Assistant Secretary






HOUSE OF BLUES SAN DIEGO, LLC




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Executive Vice President and Chief Accounting Officer








LIVE NATION TICKETING, LLC




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Chief Financial Officer, Chief Accounting Officer and Assistant Secretary








Signature Page to First 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/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Chief Executive Officer, Chief Financial Officer and Assistant Secretary




Signature Page to First Supplemental Indenture









BIGCHAMPAGNE, LLC
SOUNDCHECK, LLC


By: TICKETMASTER L.L.C.,
       its sole member




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	Executive Vice President, Chief Financial Officer and Assistant Secretary








Signature Page to First Supplemental Indenture











LN ACQUISITION HOLDCO LLC
MICHIGAN LICENSES, LLC
TICKETSTODAY, LLC
WILTERN RENAISSANCE LLC


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




By:    /s/ Kathy Willard
Name:    Kathy Willard
		
	Title:
	President, Chief Financial Officer and Assistant Secretary








Signature Page to First Supplemental Indenture












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




By:    /s/ Julie Hoffman-Ramos
Name:    Julie Hoffman-Ramos
Title:    Vice President
 


Signature Page to First Supplemental Indenture





 






APPENDIX I
Existing Guarantors
ARTIST NATION MANAGEMENT, INC.,
ARTIST NATION HOLDINGS CORP.
ARTIST NATION MANAGEMENT GROUP, INC.
BIGCHAMPAGNE, LLC,
BILL GRAHAM ENTERPRISES, INC.,
CELLAR DOOR VENUES, INC.,
COBB’S COMEDY INC.,
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION,
CONNECTICUT PERFORMING ARTS, INC.,
CONNECTICUT PERFORMING ARTS PARTNERS,
COUNTRY NATION, LLC,
CUMBERLAND AMPHITHEATRE PARTNERS, LLC,
EVENING STAR PRODUCTIONS, INC.,
EVENT MERCHANDISING INC.,
EXMO INC.,
F AND F CONCESSIONS, INC.,
FG ACQUISITIONCO, LLC,
FILLMORE THEATRICAL SERVICES,
FRONT GATE HOLDINGS, LLC,
FRONT GATE TICKETING SOLUTIONS, LLC,
GUYO ENTERTAINMENT, INC.,


Appendix I









HARD EVENTS LLC,
HOB ACE OF SPADES CORP.,
HOB BOARDWALK, INC.,
HOB CHICAGO, INC.,
HOB ENTERTAINMENT, LLC,
HOB GRAND RAPIDS, LLC,
HOB MARINA CITY, INC.,
HOB PUNCH LINE PENN CORP.,
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.,


Appendix I









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.,
IAC PARTNER MARKETING, INC.,
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 PRODUCTIONS, LLC,
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,


Appendix I









MBA ARTIST MANAGEMENT COMPANY, LLC,
MICHIGAN LICENSES, LLC,
MICROFLEX 2001 LLC,
NEW YORK THEATER, LLC,
NOC, INC.,
REIGNDEER ENTERTAINMENT CORP.,
SHORELINE AMPHITHEATRE, LTD.,
SOUNDCHECK, LLC,
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.,
TICKETSNOW.COM, INC.,
TICKETSTODAY, LLC,
TICKETWEB, LLC,
TM VISTA INC.,
TNA TOUR II (USA) INC.,
TNOW ENTERTAINMENT GROUP, INC.,
VECTOR MANAGEMENT LLC,
VECTOR WEST LLC,


Appendix I









WESTMINSTER CREDIT OPPORTUNITIES FUNDS, LLC
WILTERN RENAISSANCE LLC








Appendix I





 






APPENDIX II
New Guarantors
LMG MANAGEMENT LLC,
EIGHT BALL PRICING SOLUTIONS, LLC,
IO MEDIA, INC.,
IOMEDIA TECHNOLOGIES, LLC,




Appendix II