EX-10.44



 Exhibit 10.44 

 
  
 FIFTH SUPPLEMENTAL INDENTURE 
 Dated as of August 16, 2012

 Among 
 LIVE NATION ENTERTAINMENT, INC., 
 HARD EVENTS LLC, 

The Existing 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 August 16, 2012, among LIVE NATION ENTERTAINMENT, INC., a Delaware corporation (the “Issuer”), the guarantors listed in Appendix I attached hereto (the “Existing Guarantors”), HARD
EVENTS LLC, a California 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 and the Fourth Supplemental Indenture dated as of February 28, 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 Fifth Supplemental Indenture without the consent of holders; 
 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; and 

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. 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. 

  
 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 Fifth 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 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 2.4 Governing Law. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws
of the State of New York. 
 Section 2.5 Counterparts. This Fifth 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 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] 

  
 2 








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

			
	LIVE NATION ENTERTAINMENT, INC.,
	 as Issuer

		
	 By:
	 	 /s/ Michael Rowles

	 Name:
	 	     Michael Rowles
	 Title:
	 	     Executive Vice President,
		 	     General Counsel and Secretary
	
	HARD EVENTS LLC,
	as New Guarantor
		
	By:	 	 /s/ Michael Rowles

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



  
 Signature
Page to Fifth Supplemental Indenture 








 
			
	 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:	 	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 Rowles

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



  
 Signature
Page to Fifth 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 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.

	 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.

	 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 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 CHICAGO, INC.
	LIVE NATION CONCERTS, INC.
	LIVE NATION MID-ATLANTIC, INC.
		
	By:	 	 /s/ Michael Rowles

	Name:	 	Michael Rowles
	Title:	 	President
	
	LIVE NATION MERCHANDISE, INC.
	LIVE NATION TICKETING, LLC
	LIVE NATION VENTURES, INC.
		
	By:	 	 /s/ Michael 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 Fifth 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
	VECTOR MANAGEMENT LLC
	VECTOR WEST, LLC
	VIP NATION, INC.
		
	By:	 	 /s/ Michael Rowles

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

	Name:	 	Michael Rowles
	Title:	 	Vice President and Assistant Secretary



  
 Signature
Page to Fifth Supplemental Indenture 








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

	as Trustee
		 	By:	 	 /s/ Lawrence M. Kusch

		 		 	Name:	 	Lawrence M. Kusch
		 		 	Title:	 	Vice President


  
 Signature Page to Fifth
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.,

	
	 EVENTINVENTORY.COM, INC.,

	
	 NETTICKETS.COM, INC.,

	
	 OPENSEATS, INC.,

	
	 PREMIUM INVENTORY, INC.,

	
	 SHOW ME TICKETS, LLC,

	
	 THE V.I.P. TOUR COMPANY,

	
	 TICKETSNOW.COM, INC.,

	
	 TNOW ENTERTAINMENT GROUP, INC.,

	
	 TICKETWEB, LLC,

	
	 FRONT LINE MANAGEMENT GROUP, INC.,

	
	 AZOFF PROMOTIONS LLC,

	
	 CAREER ARTIST MANAGEMENT LLC,




  
 Appendix I










	
	
	 FRONT LINE BCC LLC,

	
	 ILA MANAGEMENT, INC.,

	
	 ENTERTAINERS ART GALLERY LLC,

	
	 FEA MERCHANDISE INC.,

	
	 MORRIS ARTISTS MANAGEMENT LLC,

	
	 SPALDING ENTERTAINMENT, LLC,

	
	 VECTOR MANAGEMENT LLC,

	
	 VECTOR WEST, 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.,

	
	 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 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 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