TO WMG Holdings Corp. a Delaware Corporation Satisfaction and Discharge of Indenture Dated as of July 21, 2011 Discharging the Indenture, dated as of December 23, 2004, among the Company, the Guarantor and the Trustee, as amended prior to the date hereof.
Exhibit 4.23
EXECUTION COPY
XXXXX FARGO BANK, NATIONAL ASSOCIATION
| As trustee (the “Trustee”) under the Indenture, dated as of December 23, 2004, among WMG Holdings Corp., Delaware corporation (the “Company”), Warner Music Group Corp. as guarantor (the “Guarantor”) and the Trustee, as amended prior to the date hereof. |
TO
WMG Holdings Corp.
a Delaware Corporation
Satisfaction and Discharge of Indenture
Dated as of July 21, 2011
Discharging the Indenture, dated as of December 23, 2004, among the Company,
the Guarantor and the Trustee, as amended prior to the date hereof.
SATISFACTION AND DISCHARGE OF INDENTURE
THIS DOCUMENT, dated as of July 21, 2011 (hereinafter referred to as “Satisfaction of Indenture”), relates to that certain Indenture, dated as of December 23, 2004 (as amended prior to the date hereof, the “Indenture”), among WMG Holdings Corp. (the “Company”), Warner Music Group Corp. as guarantor (the “Guarantor”) and Xxxxx Fargo Bank, National Association., as trustee (the “Trustee”). Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Indenture.
WHEREAS, on July 20, 2011 (the “Redemption Notice Date”), the Company delivered an irrevocable notice of redemption (the “Redemption Notice”) relating to all of its outstanding 9.5% Senior Discount Notes due 2014 (the “Notes”) that had not been tendered to the Company and accepted by the Company for payment as of July 20, 2011 (the “Remaining Notes”);
WHEREAS, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds solely for the benefit of the Holders, cash in U.S. dollars in an amount as will be sufficient to pay and discharge the entire Indebtedness on the Remaining Notes not heretofore delivered to the Trustee for cancellation, for principal of, and premium and accrued interest on, the Remaining Notes to August 19, 2011, the date specified in the Redemption Notice for redemption of the Remaining Notes (the “Redemption Date”);
WHEREAS, the Company has delivered irrevocable instructions to the Trustee to apply the deposited funds toward the payment of the principal of and premium on the Remaining Notes and accrued interest thereon to the Redemption Date;
WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all covenants and conditions precedent under the Indenture relating to the termination of its obligations under the Remaining Notes and the Indenture have been complied with; and
WHEREAS, pursuant to Section 8.01 of the Indenture, the Company has requested the Trustee to cancel and discharge the Indenture, and to execute and deliver to the Company this Satisfaction of Indenture;
NOW, THEREFORE, THIS SATISFACTION OF INDENTURE WITNESSETH:
ARTICLE I
Satisfaction and Discharge
The Trustee, pursuant to the provisions of Section 8.01 of the Indenture, hereby acknowledges that the Company’s obligations under the Indenture and the Remaining Notes have been satisfied and hereby cancels the Indenture and the Remaining Notes, and the Indenture is hereby discharged and hereby ceases to be of further effect as to all Remaining Notes outstanding, except with respect to those obligations that the Indenture provides shall survive the satisfaction and discharge thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, XXXXX FARGO BANK, NATIONAL ASSOCIATION has caused its corporate name to be hereunto affixed, and this instrument to be signed by one of its responsible officers, all as of the day and year first above written.
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
| /s/ Xxxxxxx Xxxxx Colli |
| By: Xxxxxxx Xxxxx Xxxxx |
| Authorized Officer |
[Signature Page to WMG Holdings Satisfaction and Discharge]
