Second Supplemental Indenture



 Exhibit 10.1 
 EXECUTION VERSION 
  
  

SECOND SUPPLEMENTAL INDENTURE 
 Dated as of August 4, 2011 
 Among 

LIVE NATION ENTERTAINMENT, INC., 
 VECTOR MANAGEMENT LLC, 
 VECTOR WEST, LLC, 

The Existing Guarantors Party Hereto 
 And 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 

as Trustee 
  

 







 THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”),
entered into as of August 4, 2011, among LIVE NATION ENTERTAINMENT, INC., a Delaware corporation (the “Issuer”), the guarantors listed in Appendix I attached hereto (the “Existing Guarantors”), VECTOR
MANAGEMENT LLC , a Delaware limited liability company, and VECTOR WEST, LLC , a Delaware limited liability company (each, a “New Guarantor,” collectively, 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, 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 (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 Guarantors; 
 WHEREAS, pursuant to Section 9.01
of the Indenture, the Issuer, the Guarantors and the Trustee can execute this Second Supplemental Indenture without the consent of holders; 
 WHEREAS, all things necessary have been done to make this Second 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 Second 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 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, each 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 each New Guarantor under the Guarantee shall be governed in
all respects by the terms of the Indenture and shall constitute a Guarantee thereunder. Each New Guarantor 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 Second 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 Second 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 Second Supplemental
Indenture will control. The Indenture, as modified and amended by this Second 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 Second Supplemental Indenture, the provisions of the Indenture, as modified by this Second Supplemental Indenture, shall control. In case any provision in
this Second 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 Second Supplemental Indenture shall be governed by and construed in accordance with the laws of
the State of New York. 
 Section 2.5 Counterparts. This Second 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 Second
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 Second Supplemental Indenture. 
 [Signature Pages Follow] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the date first above written. 
  

			
	LIVE NATION ENTERTAINMENT, INC.,
	as Issuer
		
	By:	 	 /s/ Michael G. Rowles

	Name:	 	Michael Rowles
	Title:	 	Executive Vice President,
		 	General Counsel and Secretary
	
	 VECTOR MANAGEMENT LLC,
 as New Guarantor

		
	By:	 	 /s/ Michael G. Rowles

	Name:	 	Michael Rowles
	Title:	 	Vice President and Assistant Secretary
	
	 VECTOR WEST, LLC,

as New Guarantor

		
	By:	 	 /s/ Michael G. Rowles

	Name:	 	Michael Rowles
	Title:	 	Vice President and Assistant Secretary


 Signature Page to Second Supplemental Indenture 







 
			
	LN ACQUISITION HOLDCO LLC
		
	By:	 	LIVE NATION ENTERTAINMENT, INC.,
		 	its sole member
		
	By:	 	 /s/ Michael G. 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:	 	Kathy Willard
	Title:	 	Executive Vice President
		
	By:	 	 CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION,
 a general partner

		
	By:	 	 /s/ Kathy Willard

	Name:	 	Kathy Willard
	Title:	 	Executive Vice President
	
	NEW YORK THEATER, LLC
		
	By:	 	LIVE NATION ENTERTAINMENT, INC.,
		 	its sole member
		
	By:	 	 /s/ Michael G. Rowles

	Name:	 	Michael Rowles
	Title:	 	Executive Vice President, General Counsel
		 	and Secretary


 Signature Page to Second Supplemental Indenture 







 
			
	 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 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.

	 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 President


 Signature Page to Second Supplemental Indenture 







 
			
	 HOB BOARDWALK, INC.

	 HOB CHICAGO, INC.

	 HOB ENTERTAINMENT, 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 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 G. Rowles

	Name:	 	Michael Rowles
	Title:	 	President
	
	 LIVE NATION MERCHANDISE, INC.

	LIVE NATION TICKETING, LLC
	LIVE NATION VENTURES, INC.
		
	By:	 	 /s/ Michael G. Rowles

	Name:	 	Michael Rowles
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	LIVE NATION BOGART, LLC
	 LIVE NATION – HAYMON VENTURES, LLC

	 LIVE NATION STUDIOS, 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


 Signature Page to Second Supplemental Indenture 







 
			
	AZOFF PROMOTIONS LLC
	CAREER ARTIST MANAGEMENT LLC
	ENTERTAINERS ART GALLERY LLC
	FRONT LINE BCC LLC
	FRONT LINE MANAGEMENT GROUP, INC.
	ILA MANAGEMENT, INC.
	MORRIS ARTISTS MANAGEMENT LLC
	VIP NATION, INC.
		
	By:	 	 /s/ Michael G. Rowles

	Name:	 	Michael Rowles
	Title:	 	Vice President and Assistant Secretary
	
	FEA MERCHANDISE INC.
	SPALDING ENTERTAINMENT, LLC
		
	By:	 	 /s/ Michael G. Rowles

	Name:	 	Michael Rowles
	Title:	 	Vice President and Assistant Secretary


 Signature Page to Second Supplemental Indenture 







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

		 		 	Name:	 	John A. (Alex) Briffett
		 		 	Title:	 	Authorized Signatory


 Signature Page to Second Supplemental Indenture 







 APPENDIX I 

Existing Guarantors 
  

			
	
	 FLMG HOLDINGS CORP.,

	
	 IAC PARTNER MARKETING, INC.,

	
	 MICROFLEX 2001 LLC,

	
	 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 L.L.C.,

	
	 TICKETMASTER MULTIMEDIA HOLDINGS LLC,

	
	 TICKETMASTER NEW VENTURES HOLDINGS, INC.,

	
	 TICKETMASTER WEST VIRGINIA GIFT CERTIFICATES L.L.C.,

	
	 TICKETMASTER-INDIANA, L.L.C.,

	
	 TM VISTA INC.,

	
	 EVENTINVENTORY.COM, INC.,

	
	 NETTICKETS.COM, INC.,

	
	 OPENSEATS, INC.,

	
	 PREMIUM INVENTORY, INC.,

	
	 SHOW ME TICKETS, LLC,

	
	 THE V.I.P. TOUR COMPANY,



 Appendix I 







 
	
	 TICKETSNOW.COM, INC.,

	
	 TNOW ENTERTAINMENT GROUP, INC.,

	
	 TICKETWEB, LLC,

	
	 FRONT LINE MANAGEMENT GROUP, INC.,

	
	 AZOFF PROMOTIONS LLC,

	
	 CAREER ARTIST MANAGEMENT LLC,

	
	 FRONT LINE BCC LLC,

	
	 ILA MANAGEMENT, INC.,

	
	 ENTERTAINERS ART GALLERY LLC,

	
	 FEA MERCHANDISE INC.,

	
	 MORRIS ARTISTS MANAGEMENT LLC,

	
	 SPALDING ENTERTAINMENT, LLC,

	
	 VIP NATION, INC.,

	
	 BILL GRAHAM ENTERPRISES, INC.,

	
	 CELLAR DOOR VENUES, INC.,

	
	 COBB’S COMEDY INC.,

	
	CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION,
	
	 CONNECTICUT PERFORMING ARTS, INC.,

	
	CONNECTICUT PERFORMING ARTS PARTNERS,
	
	 EVENING STAR PRODUCTIONS, INC.,

	
	 EVENT MERCHANDISING INC.,

	
	 FILLMORE THEATRICAL SERVICES,

	
	 HOB BOARDWALK, INC.,

	
	 HOB CHICAGO, INC.,

	
	 HOB ENTERTAINMENT, LLC,

	
	 HOB MARINA CITY, INC.,



 Appendix I 







 
	
	 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,
	
	 HOUSE OF BLUES SAN DIEGO RESTAURANT
 CORP.,

	
	LIVE NATION BOGART, LLC
	
	LIVE NATION CHICAGO, INC.
	
	LIVE NATION CONCERTS, INC.
	
	LIVE NATION – HAYMON VENTURES, LLC
	
	LIVE NATION MARKETING, INC.,
	
	LIVE NATION MERCHANDISE, INC.,
	
	LIVE NATION MID_ATLANTIC, INC.,
	
	LIVE NATION MTOURS (USA), INC.,
	
	LIVE NATION STUDIOS, LLC,


 Appendix I 







 
	
	LIVE NATION TICKETING, LLC,
	
	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