EX-10.2






EXHIBIT 10.2




AMENDMENT NO. 1




THIS AMENDMENT NO. 1, dated as of June 29, 2012 (this “Amendment No. 1”), is entered
into by and among LIVE NATION ENTERTAINMENT, INC., a Delaware corporation (the “Parent
Borrower”), the relevant Credit Parties identified herein, the lenders party hereto
(collectively, the “Lenders”; and each individually, a “Lender”), and JPMorgan
Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”).



W I T N E S S E T H




WHEREAS, the Borrowers and the Guarantors (each as identified therein), the Administrative
Agent, and certain other agents and lenders named therein entered into that certain Credit
Agreement, dated as of May 6, 2010 (as amended, supplemented or otherwise modified from time to
time pursuant to the terms thereof, the “Credit Agreement”) pursuant to which the Lenders
made certain loans and certain other extensions of credit to the Borrowers; and



WHEREAS, the parties hereto intend to amend the Credit Agreement as set forth herein;



NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



SECTION 1




DEFINITIONS




1.1 Certain Definitions. The following terms (whether or not underscored) when used
in this Amendment No. 1 shall have the following meanings (such meanings to be equally applicable
to the singular and plural form thereof):



(a) “Credit Agreement” shall have the meaning assigned to such term in the recitals
hereto.



(b) “Amendment Date” shall mean the first date on which all conditions set forth in
Section 3 of this Amendment No. 1 are satisfied, which date was June 29, 2012.



1.2 Other Definitions. Unless otherwise defined or the context otherwise requires,
capitalized terms for which meanings are not provided herein shall have the meanings ascribed such
terms in the Credit Agreement.



SECTION 2




AMENDMENTS




2.1 Amendment to Credit Agreement. Subject to the satisfaction of the closing
conditions set forth in Section 3 below, from and after the Amendment Date, the Credit Agreement is
amended as follows:



(i) The definitions “Amendment No. 1” and “Amendment No. 1 Effective Date” shall be added in
appropriate alphabetical order to read as follows:



“‘Amendment No. 1’ means Amendment No. 1 to this Credit Agreement, dated as of June
29, 2012, among the Borrower, the other Credit Parties identified therein, the Lenders party
thereto and the Administrative Agent.



‘Amendment No. 1 Effective Date’ means June 29, 2012.”;



(ii) The definition of the term “Applicable Percentage” in Section 1.01 of the Credit
Agreement is hereby replaced in its entirety with the following:



“Applicable Percentage” means (i) with respect to Revolving Loans, Swingline Loans,
B/A Drawings, Letter of Credit Fees and Term A Loans, the percentages per annum in the first table
below and (ii) with respect to Term B Loans, the following percentages per annum in the second
table below:



APPLICABLE PERCENTAGES FOR REVOLVING LOANS, SWINGLINE LOANS,

B/A DRAWINGS, LETTER OF CREDIT FEES AND TERM A LOANS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Eurodollar Rate Loans,	 	 
	 	 	 	 	B/A Drawings	 	 
	 	 	Consolidated Total	 	and	 	 
	Pricing Level	 	Leverage Ratio	 	Letter of Credit Fees	 	Base Rate Loans
	I

	 	< 1.50:1.00
	 	 	2.00	%	 	 	1.00	%
	 

	 	 
	 	 	 	 	 	 	 	 
	II

	 	= 1.50 but

< 2.00:1.00
	 	2.25%



	 	1.25%




	 

	 	 
	 	 	 	 	 	 	 	 
	III

	 	= 2.00 but

< 2.50:1.00
	 	2.50%



	 	1.50%




	 

	 	 
	 	 	 	 	 	 	 	 
	IV

	 	= 2.50 but

< 3.00:1.00
	 	2.75%



	 	1.75%




	 

	 	 
	 	 	 	 	 	 	 	 
	V

	 	= 3.00:1.00 but

< 4.00:1.00
	 	3.00%



	 	2.00%




	 

	 	 
	 	 	 	 	 	 	 	 
	VI

	 	= 4.00:1.00
	 	 	3.25	%	 	 	2.25	%
	 

	 	 
	 	 	 	 	 	 	 	 






APPLICABLE PERCENTAGES FOR TERM B LOANS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Consolidated Total	 	 	 	 
	Pricing Level	 	Leverage Ratio	 	Eurodollar Rate Loans	 	Base Rate Loans
	I

	 	< 2.75:1.00
	 	 	2.75	%	 	 	1.75	%
	 

	 	 
	 	 	 	 	 	 	 	 
	II

	 	= 2.75:1.00 but

<4.00:1.00
	 	3.00%



	 	2.00%




	 

	 	 
	 	 	 	 	 	 	 	 
	III

	 	= 4.00:1.00
	 	 	3.25	%	 	 	2.25	%
	 

	 	 
	 	 	 	 	 	 	 	 






Applicable Percentages for Revolving Loans, Swingline Loans, B/A Drawings, Letter of Credit
Fees, Term A Loans and Term B Loans will be based on the Consolidated Total Leverage Ratio as set
forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to
Section 7.02(b). Any increase or decrease in such Applicable Percentage resulting from a
change in the Consolidated Total Leverage Ratio shall become effective on the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to Section
7.02(b); provided, however, that if (i) a Compliance Certificate is not
delivered when due in accordance therewith or (ii) an Event of Default pursuant to Section
9.01(a), (f) or (h) has occurred and is continuing, then, (x) with respect to
Revolving Loans, Swingline Loans, B/A Drawings, Letter of Credit Fees and Term A Loans, in the case
of clause (i), pricing level VI shall apply as of the first Business Day after the date on
which such Compliance Certificate was required to have been delivered until the first Business Day
immediately following delivery thereof, and in the case of clause (ii) pricing level VI
shall apply as of the first Business Day after the occurrence of such Event of Default until the
first Business Day immediately following the cure or waiver of such Event of Default and (y) with
respect to Term B Loans, in the case of clause (i), pricing level III shall apply as of the
first Business Day after the date on which such Compliance Certificate was required to have been
delivered until the first Business Day immediately following delivery thereof, and in the case of
clause (ii) pricing level III shall apply as of the first Business Day after the occurrence
of such Event of Default until the first Business Day immediately following the cure or waiver of
such Event of Default.



Determinations by the Applicable Agent of the appropriate pricing level shall be conclusive
absent manifest error.



In the event that any financial statement or Compliance Certificate delivered pursuant to
Section 7.01 or 7.02 is shown to be inaccurate (regardless of whether this Credit
Agreement or the Commitments are in effect or any Loans are outstanding when such inaccuracy is
discovered), and such inaccuracy, if corrected, would have led to the application of a higher
Applicable Percentage for any period (an “Applicable Period”) than the Applicable
Percentage applied for such Applicable Period, and only in such case, then the Parent Borrower
shall immediately (i) deliver to the Administrative Agent a corrected Compliance Certificate for
such Applicable Period, (ii) determine the Applicable Percentage for such Applicable Period based
upon the corrected Compliance Certificate, and (iii) immediately pay to the Applicable Agent the
accrued additional interest owing as a result of such increased Applicable Percentage for such
Applicable Period, which payment shall be promptly applied by the Applicable Agent in accordance
with Section 2.11. The rights of the Applicable Agent and Lenders pursuant to this
paragraph are in addition to rights of the Applicable Agent and Lenders with respect to
Sections 2.08(b) and 9.02 and other of their respective rights under the Credit
Documents.



(iii) The definition of “Change in Law” in Section 1.01 of the Credit Agreement is hereby
amended by adding at the end of such definition “; provided, that (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States regulatory authorities, in each case
pursuant to Basel III, shall in each case, be deemed to have been introduced or adopted after the
date hereof, regardless of the date enacted or adopted”;



(iv) The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby
amended by inserting in clause (k) thereof the words “15% of Consolidated EBITDA (calculated before
giving effect to any adjustments pursuant to this clause (k)) in any four quarter period ending
thereafter; provided further that the aggregate amount to be added to Consolidated EBITDA pursuant
to this clause (k) after the Amendment No. 1 Effective Date shall not exceed $100 million” in place
of the words “$10.0 million in any four quarter period ending thereafter”.



(v) Section 8.10(a) of the Credit Agreement is hereby amended by replacing the table in such
Section in its entirety with the following:



	 	 	 
	Fiscal Quarter Ending

	 	Consolidated Total Leverage Ratio
	 

	 	 
	June 30, 2012

	 	4.50:1.00
	September 30, 2012

	 	4.50:1.00
	December 31, 2012

	 	4.50:1.00
	March 31, 2013

	 	4.50:1.00
	June 30, 2013

	 	4.50:1.00
	September 30, 2013

	 	4.50:1.00
	December 31, 2013

	 	4.50:1.00
	March 31, 2014

	 	4.25:1.00
	June 30, 2014

	 	4.25:1.00
	September 30, 2014

	 	4.25:1.00
	December 31, 2014

	 	4.25:1.00
	March 31, 2015

	 	4.00:1.00
	June 30, 2015

	 	4.00:1.00
	September 30, 2015

	 	4.00:1.00
	December 31, 2015

	 	4.00:1.00
	March 31, 2016 and each fiscal quarter

end thereafter

	 	3.75:1.00









(vi) The definition of “Credit Documents” is amended and restated in its entirety to read as
follows:



“‘Credit Documents’ means this Credit Agreement, Amendment No. 1, the Notes, the
Collateral Documents, the Engagement Letter, the Administrative Agent Fee Letter, the Issuer
Documents, the Joinder Agreements, any Foreign Borrower Agreements, any Foreign Borrower
Terminations, any Revolving Lender Joinder Agreement, any Guarantee and any Incremental Term Loan
Joinder Agreement.”



2.2 Effect of Amendment. Except as modified hereby, all of the terms and provisions
of the other Loan Documents remain in full force and effect. To the extent that any conflict may
exist between the provisions of this Amendment No. 1 and the provisions of the Credit Agreement,
then this Amendment No. 1 shall control.



SECTION 3




CLOSING CONDITIONS




3.1 Conditions Precedent. This Amendment No. 1 shall become effective as of the
Amendment Date upon:



(a) receipt by the Administrative Agent of counterparts of this Amendment No. 1, duly executed
by the Parent Borrower and each other Credit Party, the Administrative Agent and the Required
Lenders;



(b) all Lenders who have executed this Amendment prior to 5:00 P.M. New York City time on June
27, 2012 shall have received a fee equal to 0.25% of their outstanding Revolving Commitments and
Term Loans;



(c) all reasonable out-of-pocket fees and expenses incurred by the Administrative Agent,
including all reasonable invoiced fees and expenses of counsel to the Administrative Agent, to the
extent invoiced at least 1 Business Day prior to the date hereof, shall have been paid or
reimbursed, on or prior to the date hereof;



(d) both immediately before and after giving effect to this Amendment No. 1, the
representations and warranties of the Credit Parties contained in Article VI of the Credit
Agreement shall be true and correct in all material respects on and as of the Amendment No. 1
Effective Date (except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they shall be true and correct in all material respects as of such
earlier date); and



(e) no Default or Event of Default shall exist on the date hereof both before and after giving
effect to this Amendment No. 1.



SECTION 4




MISCELLANEOUS




4.1 Amended Terms. The term “Credit Agreement” as used in each of the Credit
Documents shall hereafter mean the Credit Agreement as amended by this Amendment No. 1. Except as
specifically amended hereby or otherwise agreed, each of the Credit Documents are hereby ratified
and confirmed and shall remain in full force and effect according to their respective terms.



4.2 Credit Document. This Amendment No. 1 shall constitute a Credit Document under
the terms of the Credit Agreement and shall be subject to the terms and conditions thereof
(including, without limitation, Sections 11.14 and 11.15 of the Credit Agreement).



4.3 Entirety. This Amendment No. 1 and the other Credit Documents embody the entire
agreement between the parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.



4.4 Counterparts. This Amendment No. 1 may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument. Delivery of executed counterparts of this Amendment No. 1
by facsimile or electronic mail shall be effective as an original and shall constitute a
representation that an original shall be delivered.



[Signature pages follow] IN WITNESS WHEREOF, each of the parties hereto has caused
a counterpart of this Amendment No. 1 to be duly executed and delivered as of the date first above
written.



	 
	PARENT BORROWER:
	LIVE NATION ENTERTAINMENT, INC.

	By: /s/Michael Rowles

	 

	Name: Michael Rowles

	Title: Executive Vice President, General

Counsel

	and Secretary








	 	 	DOMESTIC GUARANTORS:






LN ACQUISITION HOLDCO LLC




	 	 	 	By:
LIVE NATION ENTERTAINMENT, INC.,






its sole member



	 	 	 
	By:

	 	/s/ Michael Rowles
	
 
	 	 
	Name:

	 	Michael Rowles







	 	 	Title: Executive Vice President, General Counsel

and Secretary






	 	 	 	CONNECTICUT PERFORMING ARTS PARTNERS





	 	 	 
	By: NOC, INC.,

	 	

	 a general partner

	By:

	 	/s/ Kathy Willard
	
 
	 	 
	Name:

Title:

	 	Kathy Willard

Executive Vice President







	 	 	By: CONNECTICUT AMPHITHEATER






DEVELOPMENT CORPORATION,




 a general partner



	 	 	 
	By:

	 	/s/ Kathy Willard
	
 
	 	 
	Name:

Title:

	 	Kathy Willard

Executive Vice President







	 	 	BILL GRAHAM ENTERPRISES, INC.






CELLAR DOOR VENUES, INC.


COBB’S COMEDY INC.




	 	 	 	CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION






CONNECTICUT PERFORMING ARTS, INC.


EVENING STAR PRODUCTIONS, INC.


EVENTINVENTORY.COM, 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


NETTICKETS.COM, INC.


NEW YORK THEATER, LLC




	 	 	 	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 CALIFORNIA GIFT CERTIFICATES L.L.C.






TICKETMASTER CHINA VENTURES, L.L.C.


TICKETMASTER EDCS LLC




	 	 	 	TICKETMASTER FLORIDA GIFT CERTIFICATES L.L.C.






	 	 	 	TICKETMASTER GEORGIA GIFT CERTIFICATES L.L.C.






TICKETMASTER-INDIANA, L.L.C.


TICKETMASTER L.L.C.




	 	 	 	TICKETMASTER MULTIMEDIA HOLDINGS LLC






	 	 	 	TICKETMASTER NEW VENTURES HOLDINGS, INC.






	 	 	 	TICKETMASTER WEST VIRGINIA GIFT CERTIFICATES L.L.C.






TICKETSNOW.COM, INC.


TICKETWEB, LLC


TM VISTA INC.




	 	 	 	TNA
TOUR II (USA) INC.






TNOW ENTERTAINMENT GROUP, INC.



	 	 	 
	By:

	 	/s/ Kathy Willard
	
 
	 	 
	Name:

	 	Kathy Willard







	 	 	Title: Executive Vice PresidentHOB 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/ Michael Rowles
	
 
	 	 
	Name:

Title:

	 	Michael Rowles

President







	 	 	LIVE NATION MERCHANDISE, INC.






LIVE NATION STUDIOS, LLC


LIVE NATION TICKETING, LLC


LIVE NATION VENTURES, INC.



	 	 	 
	By:

	 	/s/ Michael Rowles
	
 
	 	 
	Name:

	 	Michael Rowles







	 	 	Title: Executive Vice PresidentLIVE NATION
BOGART, LLC






LIVE NATION – HAYMON VENTURES, LLC


MICHIGAN LICENSES, LLC


MUSICTODAY, LLC


WILTERN RENAISSANCE LLC



	 	 	 
	By:
	 	LIVE NATION WORLDWIDE, INC.,

its sole member

	By:
	 	/s/ Kathy Willard

	 	 	 








	 	 	Name: Kathy Willard

Title: Executive Vice President






AZOFF PROMOTIONS LLC


CAREER ARTIST MANAGEMENT LLC


ENTERTAINERS ART GALLERY LLC


FEA MERCHANDISE INC.


FRONT LINE BCC LLC


FRONT LINE MANAGEMENT GROUP, INC.


ILA MANAGEMENT, INC.


MORRIS ARTISTS MANAGEMENT LLC


SPALDING ENTERTAINMENT, LLC


VECTOR MANAGEMENT LLC


VECTOR WEST, LLC


VIP NATION, INC.



	 	 	 
	By:

	 	/s/ Michael Rowles
	
 
	 	 
	Name:

Title:

	 	Michael Rowles

Assistant Secretary







	 	 	JPMORGAN CHASE BANK, N.A.,






as Administrative Agent



	 	 	 	 	 
	By:	 	/s/Tina Ruyter

	 	 	 

	 	 	Name:

Title:

	 	Tina Ruyter

Executive Director