0001047469-05-001309 Sample Contracts

WMG ACQUISITION CORP., as the Issuer, the Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 8, 2004 U.S. Dollar-denominated 7 3/8% Senior Subordinated Notes due 2014 Sterling-denominated 8 1/8%...
Indenture • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

INDENTURE dated as of April 8, 2004 between WMG ACQUISITION CORP., a Delaware corporation (the “Issuer”), as issuer, the Guarantors (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 8, 2004 among
Credit Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 8, 2004, among WMG ACQUISITION CORP., a Delaware corporation (the “Company”), the Overseas Borrowers from time to time party hereto, WMG HOLDINGS CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Arrangers and Joint Book Managers, DEUTSCHE BANK SECURITIES INC. and LEHMAN COMMERCIAL PAPER INC., as Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), is entered into as of this 21st day of December, 2004, by and between WMG Parent Corp., a Delaware corporation (“Parent”), and Michael Fleisher (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the “Employment Agreement” (as defined herein).

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LIMITED LIABILITY COMPANY AGREEMENT OF PENALTY RECORDS, L.L.C.
Limited Liability Company Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Penalty Records, L.L.C is made as of January 20, 2005 by Tommy Boy Music, Inc., a New York corporation (the “Sole Member”).

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STOCKHOLDERS AGREEMENT among WMG Parent Corp. WMG Holdings Corp. WMG Acquisition Corp. and Certain Stockholders of WMG Parent Corp. and WMG Holdings Corp. Dated as of February 29, 2004
Stockholders Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • Delaware
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EMPLOYMENT AGREEMENTS—DAVID JOHNSON
Employment Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

Reference is made to the Employment Agreement between you and Warner Music Group Inc. (the “Company”) dated December 15, 1998 (the “Agreement”). This letter will confirm that you and the Company have agreed that the Agreement shall be modified, as follows:

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WARRANT AGREEMENT (MMT WARRANTS) Among WMG PARENT CORP., WMG HOLDINGS CORP. and HISTORIC TW INC.
Warrant Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York
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WMG ACQUISITION CORP. Issuer
First Supplemental Indenture • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

This FIRST SUPPLEMENTAL INDENTURE is dated as of this 16th day of November, 2004 (the “First Supplemental Indenture”), among WMG ACQUISITION CORP., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors parties hereto (as listed below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Trustee”).

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WMG PARENT CORP. STOCK OPTION AGREEMENT
Stock Option Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

THIS STOCK OPTION AGREEMENT (this “Agreement”), is entered into as of this 1st day of October, 2004, by and between WMG Parent Corp., a Delaware corporation (“Parent”), and Paul-Rene Albertini (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the “Employment Agreement” (as defined herein).

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EMPLOYMENT AGREEMENT by and between WMG ACQUISITION CORP. and Edgar Bronfman, Jr.
Employment Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 1st day of March, 2004 by and between WMG Acquisition Corp., a Delaware corporation (the “Company”), and Edgar Bronfman, Jr. (the “Executive”).

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DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (CALIFORNIA) by and from WARNER BROS. RECORDS, INC., “Trustor” to MTC FINANCIAL INC. (dba TRUSTEE CORPS), “Trustee” in favor of BANK OF AMERICA, N.A., in its capacity...
Deed of Trust, Security Agreement, Assignment of Rents and Leases • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (CALIFORNIA) (this “Deed of Trust”) is dated as of February 29, 2004 by and from WARNER BROS. RECORDS, INC., a Delaware corporation (“Trustor”), whose address is 3300 Warner Boulevard, Burbank, California 91505 to MTC FINANCIAL INC. (dba TRUSTEE CORPS), a California corpoation (“Trustee”) with an office at 2112 Business Center Drive, Second Floor-Suite 201, Irvine, California 92612 for the benefit of BANK OF AMERICA, N.A., a national association, as administrative agent (in such capacity, “Agent”) for the Secured Parties as defined in the Credit Agreement (defined below); having an address at Independence Center, 15th Floor, NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255 (Agent, together with its successors and assigns, “Beneficiary”).

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REGISTRATION RIGHTS AGREEMENT Dated as of April 8, 2004 Among WMG ACQUISITION CORP. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC, LEHMAN BROTHERS INC. MERRILL LYNCH, PIERCE, FENNER &...
Registration Rights Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

This Agreement is entered into in connection with the Purchase Agreement by and among the Issuers and the Initial Purchasers, dated as of April 1, 2004 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of (i) $465,000,000 aggregate principal amount of the Company’s 7 3/8% Senior Subordinated Notes due 2014 (the “Dollar Notes”) and (ii) £100,000,000 aggregate principal amount of the Company’s 8 1/8% Senior Subordinated Notes due 2014 (the “Sterling Notes” and, together with the Dollar Notes, the “Notes”) each guaranteed on an unsecured senior subordinated basis by the Guarantors (the “Guarantees”). References herein to the “Securities” refer to the Notes and the Guarantees, collectively. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder o

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DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (TENNESSEE) by and from WARNER MUSIC GROUP, INC., “Trustor” to KAY B. HOUSCH, a resident of Davidson County, “Trustee” in favor of BANK OF AMERICA, N.A., in its...
Deed of Trust, Security Agreement, Assignment of Rents and Leases • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (TENNESSEE) (this “Deed of Trust”) is dated as of February 29, 2004 by and from Warner Music Group, Inc., a Delaware corporation (“Trustor”), whose address is 75 Rockefeller Plaza, 12th Floor, New York, New York 10019, to Kay B. Housch, a resident of Davidson County, Tennessee (“Trustee”), with an address at Suite 310, 222 Second Avenue North, Nashville, Tennessee 37201, for the benefit of BANK OF AMERICA, N.A., a national association, as administrative agent (in such capacity, “Agent”) for the Secured Parties as defined in the Credit Agreement (defined below), having an address at Independence Center, 15th Floor, NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255 (Agent, together with its successors and assigns, “Beneficiary”).

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SECURITY AGREEMENT Dated February 27, 2004 From The Grantors referred to herein as Grantors to BANK OF AMERICA, N.A. as Administrative Agent
Security Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

SECURITY AGREEMENT dated February 27, 2004 made by WMG ACQUISITION CORP., a Delaware corporation (the “Company”), WMG HOLDINGS CORP., a Delaware corporation (“Holdings”), the other Persons listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Company, Holdings, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties.

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WARNER MUSIC GROUP INC. NewYork, New York 10019
Employment Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • California

This letter, when countersigned, shall constitute our agreement to amend the Agreement as set forth herein. Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement.

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SELLER ADMINSTRATIVE SERVICES AGREEMENT Between TIME WARNER INC. and WMG ACQUISITION CORP. Dated February 29, 2004
Seller Administrative Services Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York
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EMPLOYMENT AGREEMENT by and between WARNER MUSIC GROUP INC. and Michael D. Fleisher
Employment Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services

THIS EMPLOYMENT AGREEMENT (this “Agreement’’) is entered into as of this 21st day of December, 2004 by and between Warner Music Group Inc., a Delaware corporation (the “Company”), and Michael D. Fleisher (the “Executive”).

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EMPLOYMENT AGREEMENT by and between WMG ACQUISITION CORP. and Lyor Cohen
Employment Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 25th day of January, 2004 by and between WMG Acquisition Corp., a Delaware corporation (the “Company”), and Lyor Cohen (the “Executive”).

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COMPANY GUARANTY Dated as of February 27, 2004 From WMG ACQUISITION CORP. as Guarantor in favor of
Company Guaranty • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York
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PARENT GUARANTY Dated as of February 27, 2004 From WMG HOLDINGS CORP. as Guarantor in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN
Parent Guaranty • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York
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COPYRIGHT SECURITY AGREEMENT
Copyright Security Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

This Copyright Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Copyright Security Agreement”), dated February 29, 2004, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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1290 ASSOCIATES, L.L.C.
Lease • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

LEASE, dated as of February 1, 1996, between 1290 ASSOCIATES, L.L.C. (“Landlord”), a New York limited liability company whose address is c/o Olympia & York Companies (U.S.A.), 237 Park Avenue, New York, New York 10017 and WARNER COMMUNICATIONS INC. (“Tenant”), a Delaware corporation, whose address is 75 Rockefeller Plaza, New York, New York 10019.

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MANAGEMENT AGREEMENT
Management Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • Delaware

This Management Agreement (this “Agreement”) is entered into as of February 29, 2004, by and between WMG Parent Corp., a Delaware company (“Parent”), WMG Holdings Corp., a Delaware company and a wholly owned subsidiary of Parent (“Holdings”) and WMG Acquisition Corp., a Delaware company and a wholly owned subsidiary of Holdings (the “Company”), THL Managers V, L.L.C., a Delaware limited liability company (“THL”), Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), Providence Equity Partners IV Inc., a Delaware company (“Providence”) and Music Partners Management, LLC, a Delaware limited liability company (“Music” and, together with THL, Bain and Providence, the “Managers”).

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TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

This Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”), dated February 29, 2004, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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Contract
Seller Administrative Services Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

AMENDMENT NO. 1, dated as of July 1, 2004 (this "Amendment"), to the Seller Administrative Services Agreement, dated February 29, 2004, between TIME WARNER INC. ("Seller") and WMG ACQUISITION CORP. ("Purchaser") (the "Seller Services Agreement").

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PURCHASER ADMINISTRATIVE SERVICES AGREEMENT Between TIME WARNER INC. and WMG ACQUISITION CORP. Dated February 29, 2004
Purchaser Administrative Services Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York
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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

AMENDMENT dated as of September 30, 2004 to the Amended and Restated Credit Agreement dated as of April 8, 2004 (the “Credit Agreement”) among WMG ACQUISITION CORP. (the “Company”), the Overseas Borrowers party thereto, WMG HOLDINGS CORP. (“Holdings”), the LENDERS party thereto (the “Lenders”), BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Arrangers and Joint Book Managers, DEUTSCHE BANK SECURITIES INC. and LEHMAN COMMERCIAL PAPER INC., as Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer.

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Contract
Manufacturing Agreements • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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WMG PARENT CORP. LTIP STOCK OPTION AGREEMENT
Ltip Stock Option Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

THIS LTIP STOCK OPTION AGREEMENT (this “Agreement”), is entered into as of this 1st day of October, 2004, by and between WMG Parent Corp., a Delaware corporation (“Parent”), and (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the “Employment Agreement” (as defined herein).

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), is entered into as of this of , 2004, by and between WMG Parent Corp., a Delaware corporation (“Parent”), and Lyor Cohen (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the “Employment Agreement” (as defined herein).

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AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • Delaware

This Amendment No. 1 (the “Amendment”), dated as of July 30, 2004, to the Stockholders Agreement dated as of February 29, 2004 among WMG Parent Corp., a Delaware corporation (the “Company”), WMG Holdings Corp., a Delaware corporation (“Midco”), WMG Acquisition Corp., a Delaware corporation, the Investors named therein and certain other parties thereto (the “Agreement”), is made by the Company, Midco and the undersigned Investors. Capitalized terms used and not otherwise defined herein shall have the same meaning as specified in the Agreement.

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Contract
Us Pick, Pack and Shipping Services Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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Contract
International Manufacturing and Packaging Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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Contract
International Pick, Pack and Shipping Services Agreement • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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SUBSIDIARY GUARANTY Dated as of February 27, 2004 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of
Subsidiary Guaranty • January 24th, 2005 • LEM America, Inc • Services-amusement & recreation services • New York
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