Security Agreement Supplement
Exhibit 4.24
EXECUTION VERSION
July 20, 2011
Xxxxx Fargo Bank, National Association,
As Collateral Agent and as an Authorized Representative
000 Xxxxxxxxx Xxxxxx
XXX 0000-000
Xxxxxxxxxxx, XX 00000
Attention: Corporate Trust Services
Facsimile: (000) 000-0000
Xxxxx Fargo Bank, National Association
45 Broadway – 00xx Xxxxx
XXX X-000-000
Xxx Xxxx, XX 00000
Attention: Corporate Trust Services
Facsimile: (000) 000-0000
Re: WMG Acquisition Corp.
Ladies and Gentlemen:
Reference is made to the Security Agreement, dated as of May 28, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), made by the Grantors from time to time party thereto in favor of Xxxxx Fargo Bank, National Association, as collateral agent for the Secured Parties (together with any successor collateral agent, the “Collateral Agent”). Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.
Section 1. Grant of Security. Each of the undersigned hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of the Collateral of the undersigned, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement.
Section 2. Security for Secured Obligations. The grant of a security interest in the Collateral by each of the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Secured Obligations of each of the undersigned now or hereafter existing, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.
Section 3. Supplements to Security Agreement Schedules. Each of the undersigned has attached hereto supplemental Schedules I through V to Schedules I through V, respectively, to the Security Agreement, and each of the undersigned hereby certifies, as of the date first above
written, that such supplemental schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct in all material respects.
Section 4. Representations and Warranties. Each of the undersigned hereby makes each representation and warranty set forth in Section 2.06 of the Security Agreement (as supplemented by the attached supplemental schedules) as of the date hereof.
Section 5. Secured Obligations Under the Security Agreement. Each of the undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. Each of the undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.
Section 6. Governing Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signature Page Follows]
2
Very truly yours,
| GUARANTORS: |
| 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 |
| ROADRUNNER RECORDS, INC. |
| THE ALL BLACKS U.S.A., INC. |
| T.Y.S., INC. |
| 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 Additional Guarantors and signing this agreement in such capacity on behalf of each such entity |
[Signature Page to Security Agreement Supplement]
| GUARANTORS (cont-d): |
| 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 |
| 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 Security Agreement Supplement]
