8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 22, 2010

Ticketmaster Entertainment LLC

(Exact name of registrant as specified in its charter)

Delaware	001-34064	27-1730243
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

8800 Sunset Blvd., West Hollywood, California	90069
(Address of principal executive offices)	(Zip Code)

(310) 360-3300

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Ticketmaster Entertainment Credit Facility

On January 25, 2010, in connection with the completion of the previously announced merger (the “Merger”) of Ticketmaster Entertainment, Inc. (“Ticketmaster Entertainment”), with and into a wholly owned subsidiary of Live Nation Entertainment, Inc. (formerly known as Live Nation, Inc.) (“Live Nation”), Ticketmaster Entertainment LLC, as the surviving entity in the Merger (“Ticketmaster Entertainment LLC”), assumed and succeeded to Ticketmaster Entertainment’s obligations under Ticketmaster Entertainment’s credit facility (the “Ticketmaster Credit Facility”). The Ticketmaster Credit Facility consists of a $100.0 million Term Loan A with a maturity of five years, a $350.0 million Term Loan B with a maturity of six years and a $200.0 million revolving credit facility with a maturity of five years. As of December 31, 2009, the outstanding principal amounts under the Term Loan A, Term Loan B and revolving credit facility were approximately $100.0 million, $340.0 million and $85.0 million, respectively. The interest rates on the Term Loan A and revolving credit facility are based on spreads over LIBOR that depend on Ticketmaster Entertainment’s Consolidated Total Leverage Ratio (as defined in the Ticketmaster Credit Facility). After completion of the Merger, the initial interest rate on the Term Loan A was LIBOR plus 4.25%, the interest rate on the Term Loan B was LIBOR plus 4.50%, and the initial interest rate on the outstanding borrowings under the revolver was LIBOR plus 3.75%, each with a LIBOR floor of 2.50%. The Ticketmaster Credit Facility is guaranteed by certain existing and future domestic subsidiaries of Ticketmaster Entertainment LLC. The obligations of Ticketmaster Entertainment LLC and its subsidiary guarantors under the Ticketmaster Credit Facility are secured by substantially all assets of such entities, subject to certain customary exceptions.

Immediately prior to the completion of the Merger, certain changes to the terms of the Ticketmaster Credit Facility became effective pursuant to Amendment No. 1, dated as of May 12, 2009, to the credit agreement relating to the Ticketmaster Credit Facility. Such changes, among other things, permitted the Merger to occur without triggering an event of default under the Ticketmaster Credit Facility.

The foregoing description is qualified in its entirety by reference to the credit agreement relating to the Ticketmaster Credit Facility, a copy of which was attached as Exhibit 10.20 to Ticketmaster Entertainment’s Registration Statement on Form S­1/A filed with the SEC on August 8, 2008, and which is incorporated herein by reference, and Amendment No. 1 thereto, a copy of which was attached as Exhibit 10.1 to Ticketmaster Entertainment’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2009, and which is incorporated herein by reference.

Ticketmaster Entertainment Note

On January 24, 2010, in connection with the Merger and pursuant to the previously disclosed employment agreements between Ticketmaster Entertainment and Irving Azoff, dated October 21, 2009, Ticketmaster Entertainment redeemed the 1,750,000 shares of restricted series A convertible preferred stock, par value $0.01 per share, of Ticketmaster Entertainment previously issued to the Azoff Family Trust of 1997 (the “Azoff Trust”) in exchange for a note issued to the Azoff Trust and payable by Ticketmaster Entertainment. On January 25, 2010, in connection with the Merger, Ticketmaster Entertainment LLC, as the surviving entity in the Merger, assumed Ticketmaster Entertainment’s obligations under the note payable to the Azoff Trust. After an initial payment of approximately $1.7 million on February 1, 2010, the outstanding principal amount of the note was approximately $34.7 million, and the note will vest and pay equal monthly installments of approximately $835,000 on the first day of each month beginning on March 1, 2010 through and until October 1, 2013. In the event of a termination of Mr. Irving Azoff’s employment with Live Nation without “Cause” or for “Good Reason” or due to death or “Disability” (each as defined in Ticketmaster Entertainment’s employment agreement with Mr. Azoff), the note immediately will vest and the balance of the note will be due and paid in a cash lump sum. Upon any other termination of Mr. Azoff’s employment, the Azoff Trust will forfeit the balance of the note.

The foregoing description is qualified in its entirety by reference to the note, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference, and the employment agreement among Ticketmaster Entertainment, the Azoff Trust and Mr. Azoff, dated October 21, 2009, a copy of which was attached as Exhibit 10.1 to Ticketmaster Entertainment’s Current Report on Form 8-K filed with the SEC on October 22, 2009, and which is incorporated herein by reference.

1

Item 1.02. Termination of a Material Definitive Agreement.

On January 25, 2010, in connection with the Merger, the Spinco Agreement, entered into by IAC/InterActiveCorp (“IAC”) and Liberty Media Corporation (“Liberty Media”) and certain of its affiliates, and thereafter assumed in part by Ticketmaster Entertainment, ceased to be of any force and effect with respect to the Ticketmaster Entertainment common stock, par value $0.01 per share (“Ticketmaster Common Stock”), or Live Nation common stock, par value $0.01 per share (“Live Nation Common Stock”), and was replaced by the previously disclosed Stockholder Agreement (the “Liberty Stockholder Agreement”) among Live Nation, Ticketmaster Entertainment, Liberty Media and Liberty Holdings USA, LLC (“Liberty Holdings” and, together with Liberty Media and certain affiliates of Liberty Media, “Liberty”).

The foregoing description of the Liberty Stockholder Agreement is not complete and is qualified in its entirety by reference to the Liberty Stockholder Agreement, which was attached as Exhibit 10.1 to Ticketmaster Entertainment’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2009, and which is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 25, 2010, Ticketmaster Entertainment completed its previously announced Merger with and into LN-TM Merger Sub, LLC (“Merger Sub”), whereby Ticketmaster Entertainment became a wholly owned subsidiary of Live Nation named Ticketmaster Entertainment LLC. The Merger was effected pursuant to an Agreement and Plan of Merger, dated February 10, 2009, by and among Live Nation, Ticketmaster Entertainment and Merger Sub (the “Merger Agreement”).

In connection with the Merger, each issued and outstanding share of Ticketmaster Common Stock was cancelled and converted into the right to receive 1.4743728 fully paid and non-assessable shares of Live Nation Common Stock. In connection with the Merger, Live Nation issued 84,612,350 shares of Live Nation Common Stock to Ticketmaster Entertainment stockholders representing approximately 50.01% of the voting power of the combined company. No fractional shares of Live Nation Common Stock were issued in connection with the Merger and holders of Ticketmaster Common Stock are entitled to receive cash in lieu thereof.

The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to Ticketmaster Entertainment’s Current Report on Form 8-K filed with the SEC on February 13, 2009, and which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this report is incorporated by reference in this Item 2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the Merger, Ticketmaster Entertainment notified the NASDAQ Global Select Market (“NASDAQ”) that each issued and outstanding share of Ticketmaster Common Stock was cancelled and converted into the right to receive shares of Live Nation Common Stock and requested that NASDAQ file a notification of removal from listing on Form 25 with the SEC with respect to Ticketmaster Common Stock. Ticketmaster Common Stock was delisted from NASDAQ, effective at the close of market trading on January 25, 2010, and NASDAQ filed the Form 25 with the SEC on January 26, 2010.

Item 3.03. Material Modification to Rights of Security Holders.

Pursuant to the Merger Agreement, each issued and outstanding share of Ticketmaster Common Stock was cancelled and converted into the right to receive 1.4743728 fully paid and non-assessable shares of Live Nation Common Stock. No fractional shares of Live Nation Common Stock were issued in connection with the Merger and holders of Ticketmaster Common Stock are entitled to receive cash in lieu thereof. In addition, all Ticketmaster Entertainment stock options, restricted stock units and other equity awards to acquire Ticketmaster Common Stock outstanding immediately prior to the Merger were converted into stock options, restricted stock units and other equity awards to acquire a number of shares of Live Nation Common Stock determined based upon the exchange ratio of 1.4743728 and under the same terms and conditions as the applicable Ticketmaster Entertainment stock options, restricted stock units or other equity awards so converted.

2

Pursuant to the Merger Agreement, all of the limited liability company interests of Merger Sub outstanding immediately prior to the Merger became the only outstanding limited liability company interests of Ticketmaster Entertainment LLC.

See the disclosure regarding the Merger and the Merger Agreement under Item 2.01 above for additional information.

Item 5.01. Changes in Control of Registrant.

On January 25, 2010, as a result of the Merger, Ticketmaster Entertainment became a wholly owned subsidiary of Live Nation named Ticketmaster Entertainment LLC.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors and Election of Managers

On January 25, 2010 and pursuant to the Merger Agreement, effective immediately upon the completion of the Merger (the “Effective Time”) and in connection with the Merger, the members of the Ticketmaster Entertainment board of directors became the members of the board of managers of Ticketmaster Entertainment LLC. Thereafter each of Messrs. Terry R. Barnes, Mark Carleton, Brian Deevy, Barry Diller, Jonathan L. Dolgen, Craig Jacobson, Victor A. Kaufman, Michael Leitner and Jonathan F. Miller and Ms. Diane Irvine resigned from the Ticketmaster Entertainment LLC board of managers. Prior to their resignation, the resigning members of the Ticketmaster Entertainment LLC board of managers elected Messrs. Michael Rapino, Brian Regan and Michael Rowles to serve with Mr. Azoff on the Ticketmaster Entertainment LLC board of managers effective as of immediately following the effective time of such resignations.

Other than the Merger Agreement, there are no arrangements or understandings between Messrs. Rapino, Regan or Rowles or any other person pursuant to which they were appointed as managers. Other than the transactions previously disclosed in Ticketmaster Entertainment’s Definitive Proxy Statement on Schedule 14A filed with the SEC on November 6, 2009, and which is incorporated herein by reference, there are no transactions in which Messrs. Rapino, Regan or Rowles have an interest requiring disclosure under Item 404(a) of Regulation S-K.

Appointment and Departure of Certain Officers

On January 25, 2010 and pursuant to the Merger Agreement, effective as of the Effective Time, each of the officers of Ticketmaster Entertainment immediately prior to the Effective Time became the officers of Ticketmaster Entertainment LLC. Following the completion of the Merger, Eric Korman’s employment as Executive Vice President of Ticketmaster Entertainment LLC and President of Ticketmaster terminated, effective as of February 17, 2010.

Discretionary Bonuses and Equity Awards

On January 22, 2010, the Compensation and Human Resources Committee of Ticketmaster Entertainment (the “Compensation Committee”), in connection with its regular year-end review of compensation and performance, awarded discretionary bonuses to the following executive officers of Ticketmaster Entertainment in respect of their performance for 2009: Irving Azoff ($2,000,000); Terry Barnes ($200,000); Eric Korman ($200,000); Brian Regan ($600,000); and Chris Riley ($400,000). At such meeting, the Compensation Committee also granted 95,000 stock options to Mr. Regan and 76,000 stock options to Mr. Riley pursuant to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. These stock options have an exercise price of $13.30 per share of Ticketmaster Common Stock (equal to the fair market value of Ticketmaster Common Stock on the date of grant) and become exercisable in equal annual installments on the first, second, third and fourth anniversaries of the date of grant, subject to continued employment and, in certain circumstances, accelerated vesting.

Upon the completion of the Merger, the options to acquire Ticketmaster Common Stock granted to Messrs. Regan and Riley were converted into options to acquire Live Nation Common stock in the manner described under Item 3.03 above.

3

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Formation

On January 25, 2010, at the Effective Time and pursuant to the Merger Agreement, the certificate of formation of Merger Sub as in effect immediately prior to the Effective Time became the certificate of formation of Ticketmaster Entertainment LLC, except that such certificate of formation was amended to change the name of the surviving entity in the Merger to Ticketmaster Entertainment LLC.

The foregoing description is qualified in its entirety by reference to the certificate of formation of LN-TM Merger Sub, LLC, dated January 22, 2010, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Limited Liability Company Agreement

On January 25, 2010, at the Effective Time and pursuant to the Merger Agreement, the limited liability company agreement of Merger Sub as in effect immediately prior to the Effective Time became the limited liability company agreement of Ticketmaster Entertainment LLC, except that such limited liability company agreement was amended to change the name of the surviving entity in the Merger to Ticketmaster Entertainment LLC. The limited liability company agreement provides for, among other things, the management of the limited liability company by its sole member, LN-TM Holdco #2, LLC (the “Sole Member”), the establishment of a board of managers having general management powers, the making of distributions and allocations to the Sole Member and matters pertaining to the tax status of the limited liability company and the maintenance of capital accounts.

The foregoing is a summary of the substantive terms of the limited liability company agreement of Ticketmaster Entertainment LLC. The summary is qualified in its entirety by reference to the limited liability company agreement of LN-TM Merger Sub, LLC, dated January 22, 2010, filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

4

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
3.1	Certificate of Formation of LN-TM Merger Sub, LLC, dated January 22, 2010.
3.2	Limited Liability Company Agreement of LN-TM Merger Sub, LLC, dated January 22, 2010.
10.1	Note, dated January 24, 2010, by and among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff.

5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 5, 2010

TICKETMASTER ENTERTAINMENT LLC
By:	/S/    CHRIS RILEY
	Chris Riley Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Exhibit Description
3.1	Certificate of Formation of LN-TM Merger Sub, LLC, dated January 22, 2010.
3.2	Limited Liability Company Agreement of LN-TM Merger Sub, LLC, dated January 22, 2010.
10.1	Note, dated January 24, 2010, by and among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff.

EX-3.1

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:15 PM 01/22/2010

FILED 01:14 PM 01/22/2010

SRV 100063246 - 4767099 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is

LN-TM MERGER SUB, LLC

Second: The address of its registered office in the State of Delaware is

2711 Centerville Road, Suite 400 in the City of Wilmington .

Zip code	19808	.	The name of its Registered agent at such address is
Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                                          .”)

Fourth: (Insert any other matters the members determine to include herein.)

LN-TM HOLDCO #2, LLC, Sole Member

In Witness Whereof, the undersigned have executed this Certificate of Formation this 22nd day of January, 2010.

By:	/s/ Michael Rowles
	Authorized Person (s)
Name:	Michael Rowles

EX-3.2

Exhibit 3.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

LN-TM MERGER SUB, LLC

This Limited Liability Company Agreement (the “Agreement”), of LN-TM Merger Sub, LLC, a Delaware limited liability company (the “Company”), is entered into by the undersigned (the “Member”), effective as of January 22, 2010.

The Member desires to form the Company as a limited liability company under the Delaware Limited Liability Company Act, Del. Code, tit. 6, §§ 18-101 et seq., as amended from time to time (the “Act”), for the purposes set forth herein, and, accordingly, desires to enter into this Agreement to set forth the terms and conditions of the business and affairs of the Company and to determine the rights and obligations of its Member.

NOW, THEREFORE, the Member, intending to be legally bound by this Agreement, hereby agrees that the limited liability company agreement of the Company shall be as follows:

1. Name. The name of the limited liability company formed hereby is LN-TM Merger Sub, LLC.

2. Organization. The Member hereby organizes the Company as a single-member limited liability company pursuant to the provisions of the Act. The Company was formed on January 22, 2010 upon the filing of its initial certificate of formation (the “Certificate of Formation”) in the Office of the Secretary of State of the State of Delaware. Kimberly Thompson is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file any amendments and/or restatements of the Certificate of Formation and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

3. Purpose. The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Act, as such business activities may be determined by the Member from time to time. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 3. The Company shall have all powers of a limited liability company under the Act and the power to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 3.

4. Registered Office; Registered Agent. The address of the registered office of the Company in the State of Delaware and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 2711 Centerville Road, Suite 400, New Castle County, Wilmington, Delaware 19808.

5. Member. The name and address of the Member is:

LN-TM Holdco #2, LLC

9348 Civic Center Drive

Beverly Hills, California 90210

6. Capital Contributions. The Member has contributed capital to the Company in the amounts reflected on the books and records of the Company. The Member shall have no obligation to make any additional capital contributions to the Company. The Member may make such additional capital contributions to the Company as the Member determines are necessary, appropriate or desirable.

7. Management.

(a) The Member shall have the full right, power and authority to manage the affairs of the Company, to bind the Company, to make all decisions with respect thereto and to do or cause to be done any and all acts or things deemed by the Member to be necessary, appropriate or desirable to carry out or further the business of the Company. Without limiting the foregoing, the Member may establish a board of managers (the “Board”) having general management powers with respect to the management and operation of the business and affairs of the Company and shall be responsible for policy setting and approval of the overall direction of the Company. The Board shall consist of one (1) or more individuals appointed to act as “managers” of the Company within the meaning of the Act (the “Managers”). The Board shall initially be comprised of such number of Managers as shall be determined by the Member, and shall thereafter be subject to further increase or decrease by the Member or by the affirmative vote of a majority of the Managers on the Board. Each Manager shall hold office until his or her death, resignation or removal by the Member. If a vacancy occurs on the Board, such vacancy may be filled by the Member or by the affirmative vote of a majority of the Managers on the Board.

(b) The Board shall meet at such times and places as are established by the Board or at such other times and places as may be necessary for the conduct of the Company’s business upon not less than two (2) business days prior notice of the time and place of such meeting given by the Member or a majority of the Managers on the Board. Notice of regular meetings of the Board shall not be required. Managers may waive in writing the requirements for notice before, at or after a special meeting of the Board, and attendance at such a meeting (whether in person, by telephone or through another Manager by power of attorney) without objection by a Manager shall be deemed a waiver of such notice requirement. At least a majority of the Managers on the Board (present in person, by telephone or through another Manager by power of attorney) shall constitute a quorum for the transaction of business by the Board. Approval by the Board of any matter shall require the vote of a majority of the Managers on the Board voting at a duly held meeting of the Board or as otherwise provided in this Section 7. Any Manager unable to attend a Board meeting either in person or by telephone shall be permitted to give a written power of attorney to another Manager, and such other Manager may then vote at such meeting on behalf of the absent Manager. Any meeting of the Board may be held by

-2-

conference telephone call or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic meeting held pursuant to this Section 7 shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a majority of the Managers on the Board consent thereto in writing. In addition, if at any regularly scheduled meeting or special meeting called in accordance with the provisions of this Section a quorum for the transaction of business is not obtained, any action required or permitted to be taken at such meeting in the presence of a quorum may still be taken if the number of Managers required to approve such action consents thereto in writing.

(c) In addition, either the Member or the majority of the Managers on the Board may appoint officers of the Company using any titles (including, without limitation, Chief Executive Officer, President, Vice President, Chief Financial Officer, Treasurer, Secretary and Assistant Secretary) and may delegate all or some decision-making duties and responsibilities to such individuals. Any such officers shall serve at the pleasure of the Member and the Board. To the extent delegated by the Member or the Board, officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member or the Board, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware.

(d) No delegation of authority hereunder shall cause the Member to cease to be a Member.

8. Distributions and Allocations. All distributions of cash or other assets of the Company shall be made and paid to the Member at such time and in such amounts as the Member may determine. All items of income, gain, loss, deduction and credit shall be allocated to the Member.

9. Tax Status. For United States federal income tax purposes, at all times that the Member is the sole member of the Company (a “No Tax Entity Period”), the Company and the Member desire and intend that the Company be disregarded as an entity separate from the Member pursuant to Treasury Regulations Section 301.7701-3. Accordingly, no election will be made to treat the Company as a corporation for income tax purposes.

10. Capital Accounts. At all times during a No Tax Entity Period, the Company shall not be required to establish or maintain capital accounts. At all other times, as necessary, a capital account shall be maintained for each Member in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2.

11. Liability of Members; Indemnification.

(a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member. The failure of the Company to observe any formalities or requirements relating to the

-3-

exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for any debts, liabilities or obligations of the Company.

(b) The Company shall, to the fullest extent provided or allowed by law, indemnify, save harmless and pay all judgments and claims against the Member, each of the Member’s officers, directors, agents, affiliates, heirs, legal representatives, successors and assigns and any Managers and/or officers appointed by the Member or the Board (each, an “Indemnified Party”) from, against and in respect of any and all liability, loss, damage, cost and expense incurred or sustained by the Indemnified Party in connection with the business of the Company or by reason of any act performed or omitted to be performed in connection with the activities of the Company or in dealing with third parties on behalf of the Company, including costs and attorneys’ fees before and at trial and at all appellate levels, whether or not suit is instituted (which attorneys’ fees may be paid as incurred), and any amounts expended in the settlement of any claims of liability, loss or damage. The provisions of this section shall be in addition to and not in limitation of any other rights of indemnification and reimbursement or limitations of liability to which an Indemnified Party may be entitled under the Act, common law, or otherwise.

12. Books and Records. The Member shall keep, or cause to be kept true and correct books of account, in which shall be entered fully and accurately each and every transaction of the Company. The Company’s taxable and fiscal years shall be the same as the taxable and fiscal years of the Member.

13. Term. The term of the Company shall continue until the Company is dissolved. The Company shall be dissolved upon the first to occur of (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.

14. Invalid Provisions. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be deemed to be amended to the least extent necessary in order to make this Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to validate any provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such amendment or interpretation.

15. Amendment. This Agreement may not be altered or modified except by the written consent of the Member.

16. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

17. Headings. The article and section headings in this Agreement are inserted as a matter of convenience and are for reference only and shall not be construed to define, limit, extend or describe the scope of this Agreement or the intent of any provision.

[continued on signature page]

-4-

IN WITNESS WHEREOF, the undersigned member, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first set forth above.

LN-TM HOLDCO #2, LLC
By:	/s/ Michael G. Rowles
Name:	Michael G. Rowles
Title:	Executive Vice President, General Counsel and Secretary

-5-

EX-10.1

Exhibit 10.1

NOTE

January 24, 2010

WHEREAS, in connection with the Merger, Payee, Executive and Maker have agreed that Maker shall redeem any and all of the Payee Preferred Stock and all accumulated and unpaid dividends thereon through the date of this Note for this Note.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

1. (a) FOR VALUE RECEIVED, subject to satisfaction of the Continued Employment Requirement through each applicable Vesting Date, and subject to paragraphs (b) and (c) of this Section 1, on the first day of each month commencing on February 1, 2010 through and including October 1, 2013 (each such date, a “Vesting Date”), this note (the “Note”) will vest with respect to the “Monthly Installment Amount” corresponding to the applicable Vesting Date, each as set forth on Annex A to this Note and Maker shall pay to the order of Payee, on the applicable Vesting Date (or, if the applicable Vesting Date is not a Business Day, on the first Business Day thereafter), the “Monthly Installment Amount” corresponding to the applicable Vesting Date, each as set forth on Annex A to this Note.

(b) Notwithstanding anything to the contrary in this Note, upon a Qualifying Termination or an Event of Default on or prior to October 1, 2013, the Payout Amount immediately shall vest and Maker shall pay the Payout Amount in a lump sum (i) in the event of a Qualifying Termination, within five Business Days of Executive’s Qualifying Termination, or (ii) in the event of an Event of Default, within five Business Days of the Event of Default. Payment of the Payout Amount pursuant to this Section 1(b) shall satisfy fully Maker’s obligations under this Note and this Note shall be cancelled upon payment of the Payout Amount pursuant to this Section 1(b). For the avoidance of doubt, in the event that a Qualifying Termination or Event of Default occurs on a Vesting Date, Payee shall not be entitled to the “Monthly Installment Amount” corresponding to such Vesting Date, each as set forth on Annex A to this Note.

(c) Notwithstanding anything to the contrary in this Note, upon any termination of Executive’s employment with Live Nation by Live Nation for Cause or by Executive without Good Reason, Executive and Payee immediately shall forfeit this Note, this Note immediately shall be cancelled and Executive and Payee immediately shall forfeit any then unpaid “Monthly Installment Amount” and “Unpaid Amount,” each as set forth on Annex A to this Note. For purposes of this Section 1(c), “Cause” and “Good Reason” shall have the meanings set forth in Exhibit B to the Live Nation Employment Agreement.

(d) Any payments due under this Note shall be made by wire transfer to such bank account of Payee as Payee may from time to time designate, in lawful money of the United States of America in same day funds.

2. Certain Definitions. As used herein, the following terms have the following meanings:

(a) “Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to remain closed.

(b) “Continued Employment Requirement” means Executive’s continued employment with Live Nation as a senior executive officer of Live Nation or as a senior executive officer of FLMG.

(c) “Event of Default” means (i) the first date on which the Monthly Installment Amounts corresponding to at least two Vesting Dates that have elapsed remain unpaid in full (i.e., not fully paid) (such unpaid amounts, “Default Amounts”); or (ii) Maker has instituted or consented to the institution of any proceeding under the United States Bankruptcy Code or under any other bankruptcy, reorganization or insolvency law or other law for the relief

of debtors and affecting the rights of creditors generally from time to time in effect, or any such proceeding is instituted without the consent of Maker and such proceeding continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or (iii) Maker has applied for or consented to the appointment of a receiver, trustee, intervenor, custodian or liquidator of it or all or a substantial part of its assets; or (iv) Maker has made a general assignment for the benefit of creditors; or (v) Maker has a receiver, trustee, intervenor, custodian or liquidator appointed in an involuntary proceeding for it or all or a substantial part of its assets and such proceeding continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding.

(d) “Executive” means Irving Azoff.

(e) “FLMG” means Front Line Management Group, Inc., a Delaware corporation.

(f) “Live Nation” means Live Nation, Inc., a Delaware corporation.

(g) “Live Nation Employment Agreement” means that certain Employment Agreement, dated as of October 21, 2009, by and among Executive, Maker, Payee and, following the Merger, Live Nation, as it may be amended from time to time.

(h) “Maker” means Ticketmaster Entertainment, Inc., a Delaware corporation.

(i) “Merger” has the meaning given such term in the Agreement and Plan of Merger, dated as of February 10, 2009, among Maker, Live Nation and, from and after its accession to such agreement, a Delaware limited liability company to be formed by Live Nation, pursuant to which following such Merger Maker shall become a wholly-owned subsidiary of Live Nation.

(j) “Payee” means the Azoff Family Trust of 1997, dated May 27, 1997, as amended.

(k) “Payee Preferred Stock” means the 1,750,000 shares of restricted Series A Preferred granted to Payee on October 29, 2008.

(l) “Payout Amount” means an amount equal to the “Unpaid Amount” corresponding to the Vesting Date (each as set forth on Annex A to this Note) immediately preceding the date of the Qualifying Termination or Event of Default (as applicable) (provided, that, with respect to an Event of Default, such amount will also include any Default Amounts), plus accrued interest on such amount from such Vesting Date to the payment date, payable at a rate of 3% per annum computed on the basis of a 365 day year and paid for the actual number of days elapsed (including the first day but excluding the last day).

(m) “Qualifying Termination” means a Termination of Executive’s Employment with Live Nation by Live Nation without Cause or by Executive for Good Reason or due to death or Disability. For purposes of this Section 2(m), “Cause,” “Good Reason,” “Disability” and “Termination of Executive’s Employment” shall have the meanings set forth in Exhibit B to the Live Nation Employment Agreement.

(n) “Series A Preferred Stock” means series A convertible preferred stock, $0.01 par value per share, of Maker.

3. Certain Transactions. If (a) all of the outstanding shares of common stock, par value $0.01 per share, of Live Nation are converted into cash (pursuant to a sale transaction or otherwise) and (b) this Note remains outstanding, Maker will cause to be placed in trust or escrow for the benefit of Payee an amount in cash or government securities adequate to make payment to Payee of any then remaining Monthly Installment Amounts when due in accordance with the terms and subject to the conditions of this Note.

4. Representations and Warranties. Maker represents and warrants to Payee that:

(a) Maker is a duly organized and validly existing corporation, in good standing under the laws of its jurisdiction of organization;

-2-

(b) the execution, delivery and performance by Maker of this Note does not contravene, or constitute a default under, any provision of applicable law or regulation or the organizational documents of Maker or of any agreement, judgment, order or other instrument binding on Maker and will not result in the creation or imposition of any lien on any asset of Maker; and

(c) the execution, delivery and performance by Maker of this Note has been duly authorized by all required corporate action and this Note is a legal, valid and binding obligation of Maker, enforceable in accordance with its terms.

5. Assignments; Restrictions on Transfer. This Note shall be binding upon Maker and its successors and assigns and is for the benefit of Payee and its successors and assigns, except that, other than by operation of law (including pursuant to the Merger), Maker may not assign or otherwise transfer its rights or obligations under this Note without Payee’s prior written consent. No sale, offer, assignment, transfer, pledge, hypothecation, encumbrance or other disposition, whether by merger, operation of law or otherwise, of this Note or any interest therein by Payee shall be permitted.

6. Certain Tax Matters. Maker, Executive and Payee agree to treat, for federal income tax purposes, this Note as an unfunded, unsecured promise to pay. Maker shall deduct and withhold from any payment under this Note, any federal, state, local or foreign taxes required to be withheld with respect to the vesting of the Note or any payment made pursuant to the Note.

7. Miscellaneous. (a) Any waiver of any kind or character on the part of Payee in respect of this Note must be in writing and shall be effective only to the extent specifically set forth in such writing and any notice to be given under this Note shall be in writing and shall be deemed to have been duly given when received by the recipient. No delay on the part of Payee in exercising any of its powers or rights, and no partial or single exercise, shall constitute a waiver thereof.

(b) Maker shall have the right at any time (i) to incur, and to issue evidence of, indebtedness that is senior in right of payment to this Note and (ii) to subordinate this Note to any or all other indebtedness of Maker. Upon written notice by Maker to Payee, this Note automatically and without the consent of or any other action by Payee shall become a subordinated obligation of Maker, subordinated in right of payment to all existing and future Senior Indebtedness of Maker, and thereafter, Maker may not make, and Payee may not accept, any payments of principal or interest on the Note if there exists a payment default (whether for principal, premium, interest or fees) on any Senior Indebtedness, or if any other default exists with respect to any Senior Indebtedness and the maturity of such Senior Indebtedness is as a result permitted to be accelerated by the holders thereof, unless, in either case, such default has been cured or waived by the holders of such Senior Indebtedness, or such Senior Indebtedness has been paid in full in cash. “Senior Indebtedness” is all indebtedness of Maker (whether as a primary obligor or a guarantor) (including interest thereon, including interest accruing on or after the filing of any petition in bankruptcy or reorganization at the rate provided in the documentation governing such indebtedness, whether or not a claim for such interest is allowed in such proceeding), and other amounts (including fees, expenses, reimbursement obligations under letters of credit and indemnities) owing in respect thereof, whether outstanding on the date hereof, on the date of such notice, or thereafter incurred, unless the instrument creating or evidencing such indebtedness expressly provides that such obligations are subordinated in right of payment to any other indebtedness.

(c) This Note supersedes the letter, dated February 10, 2009, from Maker to Executive, which letter shall have no further force or effect after the date of this Note. Upon issuance by Maker to Payee of a fully executed version of this Note, Payee immediately and irrevocably shall surrender and forfeit for immediate cancellation all Payee Preferred Stock and all accumulated and unpaid dividends thereon through the date of this Note.

8. GOVERNING LAW; JURISDICTION. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. EACH OF MAKER AND PAYEE HEREBY

-3-

SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE. EACH OF MAKER AND PAYEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF MAKER AND PAYEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-4-

TICKETMASTER ENTERTAINMENT, INC.
By:	/s/ Brian Regan
	Name:	Brian Regan
	Title:	Executive Vice President and Chief Financial Officer
Address for notices: Ticketmaster Entertainment, Inc. 8800 Sunset Boulevard West Hollywood, CA 90069 Phone: (310) 360-3300 Facsimile: (310) 360-3733 Attention: General Counsel and Live Nation, Inc. 9348 Civic Center Drive Beverly Hills, CA 90210 Phone: (310) 867-7000 Facsimile: (310) 867-7158 Attention: General Counsel
AZOFF FAMILY TRUST OF 1997
By:	/s/ Irving Azoff
	Name:	Irving Azoff
	Title:	Co-Trustee
Address for notices: At the most recent address on file for Executive at Live Nation.

CONSENTED TO:

/s/ Irving Azoff

Irving Azoff

Annex A

Vesting Date	Monthly Installment Amount ($)	Unpaid Amount ($)
		36,239,632.88 (12/31/2009	)
2/1/2010	1,669,937.96	34,749,032.16
3/1/2010	834,968.98	34,000,935.77
4/1/2010	834,968.98	33,250,969.13
5/1/2010	834,968.98	32,499,127.57
6/1/2010	834,968.98	31,745,406.41
7/1/2010	834,968.98	30,989,800.96
8/1/2010	834,968.98	30,232,306.48
9/1/2010	834,968.98	29,472,918.27
10/1/2010	834,968.98	28,711,631.60
11/1/2010	834,968.98	27,948,441.70
12/1/2010	834,968.98	27,183,343.82
1/1/2011	834,968.98	26,416,333.21
2/1/2011	834,968.98	25,647,405.06
3/1/2011	834,968.98	24,876,554.59
4/1/2011	834,968.98	24,103,777.00
5/1/2011	834,968.98	23,329,067.47
6/1/2011	834,968.98	22,552,421.16
7/1/2011	834,968.98	21,773,833.23
8/1/2011	834,968.98	20,993,298.84
9/1/2011	834,968.98	20,210,813.11
10/1/2011	834,968.98	19,426,371.16
11/1/2011	834,968.98	18,639,968.11
12/1/2011	834,968.98	17,851,599.06
1/1/2012	834,968.98	17,061,259.08
2/1/2012	834,968.98	16,268,943.25
3/1/2012	834,968.98	15,474,646.64
4/1/2012	834,968.98	14,678,364.28
5/1/2012	834,968.98	13,880,091.21
6/1/2012	834,968.98	13,079,822.47
7/1/2012	834,968.98	12,277,553.05
8/1/2012	834,968.98	11,473,277.95
9/1/2012	834,968.98	10,666,992.16
10/1/2012	834,968.98	9,858,690.67

Vesting Date	Monthly Installment Amount ($)	Unpaid Amount ($)
11/1/2012	834,968.98	9,048,368.42
12/1/2012	834,968.98	8,236,020.36
1/1/2013	834,968.98	7,421,641.44
2/1/2013	834,968.98	6,605,226.56
3/1/2013	834,968.98	5,786,770.65
4/1/2013	834,968.98	4,966,268.60
5/1/2013	834,968.98	4,143,715.30
6/1/2013	834,968.98	3,319,105.61
7/1/2013	834,968.98	2,492,434.39
8/1/2013	834,968.98	1,663,696.51
9/1/2013	834,968.98	832,886.77
10/1/2013	834,968.98	0.01

A-2