On January 4, 2021, Live Nation Entertainment, Inc. closed its previously announced offering of $500.0 million in aggregate principal amount of 3.750% senior secured notes due 2028, and in connection therewith, the Company, certain of the Company’s subsidiaries, as guarantors, and U.S. Bank National Association, as trustee and collateral agent, entered into an indenture governing the Notes on the same date. After the payment of fees and expenses in connection with the Notes offering, the Company intends to use the remaining proceeds from the Notes offering to repay $75.0 million aggregate principal amount of the Company’s senior secured term loan B facility and for general corporate purposes, including acquisitions and organic investment opportunities. Pursuant to the Notes Indenture, the Notes will bear interest at the rate of 3.750% per annum, payable on January 15 and July 15 of each year beginning on July 15, 2021. The Notes will mature on January 15, 2028. Prior to January 15, 2024, the Company may redeem up to 35% of the Notes using the proceeds of certain equity offerings at a redemption price equal to 103.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date. The Company may redeem some or all of the Notes, at any time prior to January 15, 2024, at a price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole” premium described in the Notes Indenture. In addition, on or after January 15, 2024, the Company may redeem some or all of the Notes at any time at the redemption prices specified in the Notes Indenture, plus any accrued and unpaid interest to the date of redemption. The Company is required to offer to purchase the Notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if specified change of control events occur. The Notes are guaranteed by a majority of the Company’s direct and indirect domestic subsidiaries, subject to certain exceptions, and are secured by a first priority lien on substantially all of the tangible and intangible personal property of the Company and the Company’s domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of the Company’s direct and indirect domestic subsidiaries, subject to certain exceptions, which is substantially the same collateral that secures the Company’s senior secured credit facility. The Notes will not be guaranteed by any of the Company’s foreign subsidiaries or unrestricted subsidiaries, although certain of the Company’s foreign subsidiaries may guarantee foreign obligations under the Company’s senior secured credit facility. The Notes and guarantees are senior secured obligations of the Company and the guarantors, (i) rank equally in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness (including the Company’s senior secured credit facility and its 6.500% Senior Secured Notes due 2027), (ii) rank equally to all of the Company’s and the guarantors’ existing and future senior secured indebtedness to the extent of the value of the collateral securing the Notes and the guarantees, which ranking they share pari passu with the Company’s senior secured credit facility and its 6.500% Senior Secured Notes due 2027, (iii) are effectively senior in right of payment to all of the Company’s and the guarantors’ existing and future unsecured indebtedness (including the Company’s 2.0% Convertible Senior Notes due 2025, 4.75% Senior Notes due 2027, 2.5% Convertible Senior Notes due 2023, 4.875% Senior Notes due 2024 and 5.625% Senior Notes due 2026), and (iv) are effectively senior to all of the Company’s and the guarantors’ existing and future indebtedness secured on a junior basis to the extent of the value of the collateral securing the Notes and the guarantees. The Notes are structurally subordinated to all of the existing and future liabilities of any of the Company’s existing and future subsidiaries that do not guarantee the Notes (including obligations under the Company’s senior secured credit facility guaranteed by certain of the Company’s foreign restricted subsidiaries). The Notes are structurally subordinated to all of the Company’s and the guarantors’ existing and future obligations that are secured by assets other than the collateral securing the Notes and the guarantees to the extent of the value of such assets (including certain obligations under the Company’s senior secured credit facility to the extent of the value of the assets of the Company’s foreign subsidiaries that are pledged as collateral securing such obligations). The Notes and the guarantees were sold in private offerings in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended. The offer and sale of the Notes and the guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, the Notes and guarantees may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.