Contract
Exhibit 4.5
Execution Copy
SUPPLEMENTAL INDENTURE, dated as of July 20, 2011 (this “Supplemental Indenture”), among WMG Acquisition Corp. (the “Company”), and the entities named in the signature pages hereto (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary” of the Company), and Xxxxx Fargo Bank, National Association, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, WM Finance Corp. (the “Predecessor Company”) and the Trustee have heretofore become parties to an Indenture, dated as of July 20, 2011 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 11.500% Senior Notes due 2018 of the Predecessor Company (the “Notes”);
WHEREAS, the Company is the successor by merger to the Predecessor Company and Section 5.01 of the Indenture contemplates that the Company will execute and deliver to the Trustee a supplemental indenture pursuant to which the Company shall expressly assume all the obligations of the Company under the Notes and this Indenture;
WHEREAS, the Indenture provides that under certain circumstances certain subsidiaries of the Company shall execute and deliver to the Trustee a supplemental indenture pursuant to which such subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);
WHEREAS, the Company desires to enter into such supplemental indenture for good and valuable consideration; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the benefit of the Holders as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. ASSUMPTION. The Company hereby expressly assumes and agrees promptly to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by the Predecessor Company under the Indenture and the Notes. The Company hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Notes and agrees that it shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of the Predecessor Company, as the predecessor Company, under the Indenture and the Notes.
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3. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| WMG ACQUISITION CORP., a Delaware corporation |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Executive Vice President & Secretary |
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
| Guarantors: |
| ROADRUNNER RECORDS, INC. |
| T.Y.S., INC. |
| THE ALL BLACKS U.S.A., INC. |
| X. X. XXXXXXX CO. |
| ATLANTIC RECORDING CORPORATION |
| ATLANTIC/MR VENTURES INC. |
| XXXXX MUSIC, INC. |
| BIG BEAT RECORDS INC. |
| CAFE AMERICANA INC. |
| XXXXXXXX & INTERSONG MUSIC GROUP (AUSTRALIA) LIMITED |
| XXXXXXXX AND INTERSONG MUSIC GROUP (GERMANY) INC. |
| XXXXXXXX MUSIC COMPANY, INC. |
| XXXX MUSIC, INC. |
| COTILLION MUSIC, INC. |
| CRK MUSIC INC. |
| E/A MUSIC, INC. |
| ELEKSYLUM MUSIC, INC. |
| ELEKTRA/CHAMELEON VENTURES INC. |
| ELEKTRA ENTERTAINMENT GROUP INC. |
| ELEKTRA GROUP VENTURES INC. |
| EN ACQUISITION CORP. |
| FHK, INC. |
| FIDDLEBACK MUSIC PUBLISHING COMPANY, INC. |
| FOSTER FREES MUSIC, INC. |
| INSIDE JOB, INC. |
| INSOUND ACQUISITION INC. |
| INTERSONG U.S.A., INC. |
| JADAR MUSIC CORP. |
| LEM AMERICA, INC. |
| LONDON-SIRE RECORDS INC. |
| MAVERICK PARTNER INC. |
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
| Guarantors (cont-d): |
| XXXXXXXX MUSIC INC. |
| MIXED BAG MUSIC, INC. |
| MM INVESTMENT INC. |
| NC HUNGARY HOLDINGS INC. |
| NEW XXXXXXXX INC. |
| NONESUCH RECORDS INC. |
| NON-STOP MUSIC HOLDINGS, INC. |
| NVC INTERNATIONAL INC. |
| OCTA MUSIC, INC. |
| PEPAMAR MUSIC CORP. |
| REP SALES, INC. |
| RESTLESS ACQUISITION CORP. |
| REVELATION MUSIC PUBLISHING CORPORATION |
| RHINO ENTERTAINMENT COMPANY |
| RICK’S MUSIC INC. |
| RIGHTSONG MUSIC INC. |
| RODRA MUSIC, INC. |
| RYKO CORPORATION |
| RYKODISC, INC. |
| RYKOMUSIC, INC. |
| SEA CHIME MUSIC, INC. |
| SR/MDM VENTURE INC. |
| SUPER HYPE PUBLISHING, INC. |
| THE RHYTHM METHOD INC. |
| XXXXX BOY MUSIC, INC. |
| XXXXX XXXXXXX PUBLISHING GROUP, INC. |
| TW MUSIC HOLDINGS INC. |
| UNICHAPPELL MUSIC INC. |
| W.B.M. MUSIC CORP. |
| XXXXXX MUSIC INC. |
| WARNER ALLIANCE MUSIC INC. |
| WARNER BRETHREN INC. |
| WARNER BROS. MUSIC INTERNATIONAL INC. |
| WARNER BROS. RECORDS INC. |
| WARNER CUSTOM MUSIC CORP. |
| WARNER DOMAIN MUSIC INC. |
| WARNER MUSIC DISCOVERY INC. |
| WARNER MUSIC LATINA INC. |
| WARNER MUSIC SP INC. |
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
| Guarantors (cont-d): |
| XXXXXX XXXXXXXXX MUSIC INC. |
| WARNER SPECIAL PRODUCTS INC. |
| WARNER STRATEGIC MARKETING INC. |
| WARNER/XXXXXXXX MUSIC (SERVICES), INC. |
| WARNER/XXXXXXXX MUSIC, INC. |
| WARNER/XXXXXXXX PRODUCTION MUSIC, INC. |
| WARNER-ELEKTRA-ATLANTIC CORPORATION |
| WARNERSONGS, INC. |
| WARNER-XXXXXXXXX PUBLISHING CORP. |
| WARPRISE MUSIC INC. |
| WB GOLD MUSIC CORP. |
| WB MUSIC CORP. |
| WBM/HOUSE OF GOLD MUSIC, INC. |
| WBR MANAGEMENT SERVICES INC. |
| WBR/QRI VENTURE, INC. |
| WBR/RUFFNATION VENTURES, INC. |
| WBR/SIRE VENTURES INC. |
| WEA EUROPE INC. |
| WEA INC. |
| WEA INTERNATIONAL INC. |
| WEA MANAGEMENT SERVICES INC. |
| WIDE MUSIC, INC. |
| WMG MANAGEMENT SERVICES INC. |
| ASYLUM RECORDS LLC |
| ATLANTIC MOBILE LLC |
| ATLANTIC PRODUCTIONS LLC |
| ATLANTIC SCREAM LLC |
| ATLANTIC/143 L.L.C. |
| BB INVESTMENTS LLC |
| BULLDOG ENTERTAINMENT GROUP LLC |
| BULLDOG ISLAND EVENTS LLC |
| BUTE SOUND LLC |
| CHORUSS LLC |
| CORDLESS RECORDINGS LLC |
| EAST WEST RECORDS LLC |
| FBR INVESTMENTS LLC |
| FOZ MAN MUSIC LLC |
| FUELED BY RAMEN LLC |
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
| Guarantors (cont-d): |
| LAVA RECORDS LLC |
| LAVA TRADEMARK HOLDING COMPANY LLC |
| MADE OF STONE LLC |
| PENALTY RECORDS, LLC |
| PERFECT GAME RECORDING COMPANY LLC |
| RHINO NAME & LIKENESS HOLDINGS, LLC |
| RHINO/FSE HOLDINGS, LLC |
| T-BOY MUSIC, LLC |
| T-GIRL MUSIC, LLC |
| THE BIZ LLC |
| XXXXX.XXX LLC |
| WARNER MUSIC DISTRIBUTION LLC |
| WMG TRADEMARK HOLDING COMPANY LLC |
| ALTERNATIVE DISTRIBUTION ALLIANCE |
| MAVERICK RECORDING COMPANY |
| J. RUBY PRODUCTIONS, INC. |
| SIX-FIFTEEN MUSIC PRODUCTIONS, INC. |
| XXXXX-XXXXXXXX, INC. |
| ARTIST ARENA LLC |
| ATLANTIC PIX LLC |
| FERRET MUSIC HOLDINGS LLC |
| FERRET MUSIC LLC |
| FERRET MUSIC MANAGEMENT LLC |
| FERRET MUSIC TOURING LLC |
| P & C PUBLISHING LLC |
| WARNER MUSIC NASHVILLE LLC |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Vice President & Secretary of each of the above named entities listed under the heading Guarantors and signing this agreement in such capacity on behalf of each such entity |
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
| Guarantors (cont-d): |
| XXXXX-XXXXXXXX, INC. |
| ARTIST ARENA LLC |
| ATLANTIC PIX LLC |
| FERRET MUSIC HOLDINGS LLC |
| FERRET MUSIC LLC |
| FERRET MUSIC MANAGEMENT LLC |
| FERRET MUSIC TOURING LLC |
| P & C PUBLISHING LLC |
| WARNER MUSIC NASHVILLE LLC |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Vice President & Secretary of each of the above named entities listed under the heading Guarantors and signing this agreement in such capacity on behalf of each such entity |
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
| Guarantors (cont-d): |
| WARNER MUSIC INC. |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Executive Vice President & Secretary |
| 615 MUSIC LIBRARY, LLC |
| By: Six-Fifteen Music Productions, Inc., its Sole Member |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Vice President & Secretary |
| ARTIST ARENA INTERNATIONAL, LLC |
| By: Artist Arena LLC, its Member |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Vice President & Secretary |
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
| Guarantors (cont-d): |
| NON-STOP CATACLYSMIC MUSIC, LLC |
| NON-STOP INTERNATIONAL PUBLISHING, LLC |
| By: Non-Stop Music Holdings, Inc., its Manager |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Vice President & Secretary |
| NON-STOP MUSIC LIBRARY, LC |
| NON-STOP MUSIC PUBLISHING, LLC |
| NON-STOP OUTRAGEOUS PUBLISHING, LLC |
| NON-STOP PRODUCTIONS, LLC |
| By: Non-Stop Music Holdings, Inc., their Manager |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Vice President & Secretary |
| WMG ARTIST BRAND LLC |
| By: Warner Music Inc., its Member |
| By: /s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Title: Executive Vice President & Secretary |
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
| XXXXX FARGO BANK, | ||
| NATIONAL ASSOCIATION, as Trustee | ||
| By: |
/s/ Xxxxxxx Xxxxx Colli | |
| Authorized Person | ||
[Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]
