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SECOND SUPPLEMENTAL INDENTURE Dated as of October 21, 2025 Among LIVE NATION ENTERTAINMENT, INC., The Guarantors Party Hereto And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent |
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of October 21, 2025, 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 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
RECITALS
WHEREAS, the Issuer, certain guarantors party thereto, the Trustee and the Collateral Agent are parties to an Indenture, dated as of May 20, 2020, as supplemented by the First Supplemental Indenture, dated as of November 16, 2023, (as so supplemented, the “Indenture”), relating to the Issuer’s 6.500% Senior Secured Notes due 2027 (the “Notes”);
WHEREAS, Section 4.13 of the Indenture requires the Issuer to cause each Domestic Subsidiary (as defined in the Indenture) that is not a Guarantor under the Notes but becomes a guarantor under a Credit Facility (as defined in the Indenture) to execute and deliver to the Trustee and Collateral Agent 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, the Trustee and the Collateral Agent can execute this Second Supplemental Indenture without the consent of holders; and
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.
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 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.
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, the Trustee and the Collateral Agent.
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 and Collateral Agent. The recitals contained herein are made by the Issuer and the Guarantors, and not by the Trustee or the Collateral Agent, and the Trustee and the Collateral Agent assume no responsibility for the correctness thereof. The Trustee and the Collateral Agent make 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 and the Collateral Agent 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 and the Collateral Agent under this Second Supplemental Indenture.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
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LIVE NATION ENTERTAINMENT, INC., as Issuer |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
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Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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CONNECTICUT PERFORMING ARTS PARTNERS |
By: NOC, INC., a partner |
| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
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By: CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a partner |
| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
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Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| CELLAR DOOR VENUES, INC. |
| CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION |
| LIVE NATION MARKETING, INC. |
| LIVE NATION PRODUCTIONS, LLC. |
| LIVE NATION WORLDWIDE, INC. |
| NOC, INC. |
| TICKETMASTER NEW VENTURES HOLDINGS, INC. |
| TM VISTA INC. |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
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Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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BLUES AT THE DEPOT, LLC FILLMORE NEW ORLEANS CORP. HOB ACE OF SPADES CORP. HOB BOARDWALK, INC. HOB CAFE CORP. HOB CHICAGO, INC. HOB DEPOT CORP. HOB ENTERTAINMENT, LLC HOB GRAND RAPIDS, LLC HOB HIFI DALLAS CORP. HOB MARINA CITY, INC. HOB MARQUIS CORP. HOB PUNCH LINE PENN CORP. HOB PUNCH LINE S.F. CORP. HOB QUEEN THEATER CORP. HOB ROSE CITY MH CORP. HOB SUMMIT MH CORP. HOB VARSITY 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 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. MICHIGAN LICENSES, LLC NO LIMIT ENTERTAINMENT LLC SPACELAND PRODUCTIONS LLC THE ECHO LLC
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: President |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| LIVE NATION STUDIOS HOLDINGS, LLC |
| TICKETSTODAY, LLC |
| WILTERN RENAISSANCE LLC |
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By: LIVE NATION WORLDWIDE, INC., its sole member |
| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| ARTIST NATION MANAGEMENT GROUP, LLC |
| BARON GLOBAL, INC. |
| SPALDING ENTERTAINMENT, LLC |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| ASSEMBLY ROOM STUDIOS, LLC |
| EIGHT BALL PRICING SOLUTIONS, LLC |
| F AND F CONCESSIONS, INC. |
| FACULTY MANAGEMENT, LLC |
| FACULTY PRODUCTIONS, LLC |
| FRONT GATE TICKETING SOLUTIONS, LLC |
| HARD EVENTS LLC |
| HOFESH, LLC |
| IO MEDIA, INC. |
| IOMEDIA TECHNOLOGIES, LLC |
| LIVE NATION TICKETING, LLC |
| MICROFLEX 2001 LLC |
| NEW YORK THEATER, LLC |
| TICKETMASTER L.L.C. |
| TICKETWEB, LLC |
| FESTIVAL HOLDINGS, L.L.C. |
| NEW ERA FARMS, LLC |
| RIVAL LABS, INC. |
| WOLFSON ENTERTAINMENT, INC. |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| FILLMORE MINNEAPOLIS CORP. |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: President |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| LMG MANAGEMENT LLC |
| REIGNDEER ENTERTAINMENT CORP. |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| 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. |
| MBA ARTIST MANAGEMENT COMPANY, LLC |
| TNA TOUR II (USA) INC. |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| BIGCHAMPAGNE, LLC |
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By: TICKETMASTER L.L.C., its sole member |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| C3 BOOKING, LLC |
| C3 PRESENTS, L.L.C. |
| C3P EMO’S, LLC |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| AXIS NATION, LLC |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| FH JV HOLDINGS, LLC |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| BIG LOUD MOUNTAIN MANAGEMENT, LLC |
| HILLSIDE PRODUCTIONS, INC. |
| PIZZA FRIDAY PRODUCTIONS, LLC |
| REBEL ARTIST MANAGEMENT, LLC |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: General Counsel and Secretary |
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| ELEMENT1 MANAGEMENT, LLC |
| REIGNDEER ENTERTAINMENT, LLC |
UNIVERSE INC. (F/K/A UNIIVERSE COLLABORATIVE LIFESTYLE, INC.) |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: Executive Vice President, General Counsel and Secretary |
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| HOB ROXIAN CORP. |
| HOB SEATTLE CORP. |
| STATESIDE GROUP, LLC |
| STUBB'S AUSTIN RESTAURANT COMPANY LC |
| VAN BUREN GROUP HOLDINGS, LLC |
| VN WAUKEE CORP |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: President |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| ARCHER MUSIC HALL LLC |
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By: HOB Entertainment, LLC, its sole member |
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| By: | /s/ Michael Rowles |
| Name: Michael Rowles |
| Title: President |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| HOB PUNCH LINE CHICAGO CORP. |
| HOB PUNCH LINE DALLAS CORP. |
| VN FILLMORE DENVER CORP. |
| WEST BEVERLY GROUP LLC |
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| By: | /s/ Michael Rowles |
| Name: | Michael Rowles |
| Title: | President |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| EMAGEN WITH, LLC |
| EMPORIUM PRESENTS, LLC |
| NESTE EVENT MARKETING, LLC |
| RED MOUNTAIN ENTERTAINMENT, LLC |
| SCOREMORE HOLDINGS, LLC |
| SHAKY FESTIVALS HOLDINGS, LLC |
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| By: | /s/ Michael Rowles |
| Name: | Michael Rowles |
| Title: | General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| INNINGS, LLC |
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By: C3 PRESENTS, L.L.C., a member |
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| By: | /s/ Michael Rowles |
| Name: | Michael Rowles |
| Title: | Executive Vice President, General Counsel and Secretary |
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By: SHAKY FESTIVALS HOLDINGS, LLC, a member |
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| By: | /s/ Michael Rowles |
| Name: | Michael Rowles |
| Title: | General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| SHAKY KNEES FEST LLC |
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By: SHAKY FESTIVALS HOLDINGS, LLC, its sole member |
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| By: | /s/ Michael Rowles |
| Name: | Michael Rowles |
| Title: | General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| TICKETMASTER PACIFIC ACQUISITIONS, INC. |
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| By: | /s/ Michael Rowles |
| Name: | Michael Rowles |
| Title: | Executive Vice President, General Counsel and Secretary |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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| ZIGGY’S PIZZA, LLC |
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By: VAN BUREN GROUP HOLDINGS, LLC, its sole member |
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| By: | /s/ Michael Rowles |
| Name: | Michael Rowles |
| Title: | President |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
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U.S. Bank Trust Company, National Association not in its individual capacity but solely as Trustee |
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| By: | /s/ Bradley E. Scarbrough |
| Name: Bradley E. Scarbrough |
| Title: Vice President |
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U.S. Bank Trust Company, National Association not in its individual capacity but solely as Collateral Agent |
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| By: | /s/ Bradley E. Scarbrough |
| Name: Bradley E. Scarbrough |
| Title: Vice President |
Signature Page to Second Supplemental Indenture 6.500% Senior Secured Notes due 2027
APPENDIX I
Existing Guarantors
ARTIST NATION MANAGEMENT GROUP, LLC
ASSEMBLY ROOM STUDIOS, LLC
AXIS NATION, LLC
BARON GLOBAL, INC.
BIG LOUD MOUNTAIN MANAGEMENT, LLC
BLUES AT THE DEPOT, LLC
BIGCHAMPAGNE, LLC
C3 BOOKING, LLC
C3 PRESENTS, L.L.C.
C3P EMO’S LLC
CELLAR DOOR VENUES, INC.
CONNECTICUT AMPHITHEATRE DEVELOPMENT CORPORATION
CONNECTICUT PERFORMING ARTS PARTNERS
EIGHT BALL PRICING SOLUTIONS, LLC
ELEMENT1 MANAGEMENT, LLC
F AND F CONCESSIONS, INC.
FACULTY MANAGEMENT, LLC
FACULTY PRODUCTIONS, LLC
FESTIVAL HOLDINGS, L.L.C.
FH JV HOLDINGS, LLC
FILLMORE MINNEAPOLIS CORP.
FILLMORE NEW ORLEANS CORP.
FRONT GATE TICKETING SOLUTIONS, LLC
HARD EVENTS LLC
HILLSIDE PRODUCTIONS, INC.
HOB ACE OF SPADES CORP.
HOB BOARDWALK, INC.
HOB CAFE CORP.
HOB CHICAGO, INC.
HOB DEPOT CORP.
HOB ENTERTAINMENT, LLC
HOB GRAND RAPIDS, LLC
HOB HIFI DALLAS CORP.
HOB MARINA CITY, INC.
HOB MARQUIS CORP.
HOB PUNCH LINE PENN CORP.
HOB PUNCH LINE S.F. CORP.
HOB QUEEN THEATER CORP.
HOB ROSE CITY MH CORP.
HOB ROXIAN CORP.
HOB SEATTLE CORP.
HOB SUMMIT MH CORP.
HOB VARSITY CORP.
HOFESH, 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 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.
IO MEDIA, INC.
IOMEDIA TECHNOLOGIES, LLC
LIVE NATION BOGART, LLC
LIVE NATION CHICAGO, INC.
LIVE NATION LGTOURS (USA), LLC
LIVE NATION MARKETING, INC.
LIVE NATION MTOURS (USA), INC.
LIVE NATION PRODUCTIONS, LLC
LIVE NATION STUDIOS HOLDINGS, LLC
LIVE NATION TICKETING, LLC
LIVE NATION TOURING (USA), INC.
LIVE NATION USHTOURS (USA), LLC
LIVE NATION UTOURS (USA), INC.
LIVE NATION WORLDWIDE, INC.
LMG MANAGEMENT LLC
MBA ARTIST MANAGEMENT COMPANY, LLC
MICHIGAN LICENSES, LLC
MICROFLEX 2001 LLC
NEW ERA FARMS, LLC
NEW YORK THEATER, LLC
NO LIMIT ENTERTAINMENT LLC
NOC, INC.
PIZZA FRIDAY PRODUCTIONS, LLC
REBEL ARTIST MANAGEMENT, LLC
REIGNDEER ENTERTAINMENT CORP.
REIGNDEER ENTERTAINMENT, LLC
RIVAL LABS, INC.
SPACELAND PRODUCTIONS LLC
SPALDING ENTERTAINMENT, LLC
STATESIDE GROUP, LLC
STUBB'S AUSTIN RESTAURANT COMPANY LC
THE ECHO LLC
TICKETMASTER L.L.C.
TICKETMASTER NEW VENTURES HOLDINGS, INC.
TICKETSTODAY, LLC
TICKETWEB, LLC
TM VISTA INC.
TNA TOUR II (USA) INC.
WILTERN RENAISSANCE LLC
WOLFSON ENTERTAINMENT, INC.
UNIVERSE INC. (F/K/A UNIIVERSE COLLABORATIVE LIFESTYLE, INC.)
VAN BUREN GROUP HOLDINGS, LLC
VN WAUKEE CORP
APPENDIX II
New Guarantors
ARCHER MUSIC HALL LLC
EMAGEN WITH, LLC
EMPORIUM PRESENTS, LLC
HOB PUNCH LINE CHICAGO CORP.
HOB PUNCH LINE DALLAS CORP.
INNINGS, LLC
NESTE EVENT MARKETING, LLC
RED MOUNTAIN ENTERTAINMENT, LLC
SCOREMORE HOLDINGS, LLC
SHAKY FESTIVALS HOLDINGS, LLC
SHAKY KNEES FEST LLC
TICKETMASTER PACIFIC ACQUISITIONS, INC.
VN FILLMORE DENVER CORP.
WEST BEVERLY GROUP LLC
ZIGGY’S PIZZA, LLC