Warner Music Group Corp. Common Stock Underwriting AgreementUnderwriting Agreement • April 22nd, 2005 • Warner Music Group Corp. • Services-amusement & recreation services • New York
Warner Music Group Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are acting as representatives (in such capacity, the “Representatives”), an aggregate of shares of Common Stock, par value $0.001 per share (“Stock”) of the Company and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Share
WMG ACQUISITION CORP. Issuer THE SUBSIDIARY GUARANTORS PARTIES HERETO And WELLS FARGO BANK, NATIONAL ASSOCIATION, TrusteeSupplemental Indenture • April 22nd, 2005 • Warner Music Group Corp. • Services-amusement & recreation services • New York
This SECOND SUPPLEMENTAL INDENTURE is dated as of this th day of , 2005 (the “Second 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”).
WARRANT REPURCHASE AGREEMENTWarrant Repurchase Agreement • April 22nd, 2005 • Warner Music Group Corp. • Services-amusement & recreation services • New York
THIS WARRANT REPURCHASE AGREEMENT (this “Agreement”), dated as of April 20, 2005, is among Warner Music Group Corp., a Delaware corporation formerly known as WMG Parent Corp. (the “Company”), and Historic TW Inc., a Delaware corporation (“Historic TW”).
TERMINATION AGREEMENTTermination Agreement • April 22nd, 2005 • Warner Music Group Corp. • Services-amusement & recreation services • Delaware
This Termination Agreement (this “Agreement”) is entered into as of the day of , 2005 by and between Warner Music Group Corp., a Delaware corporation formerly known as WMG Parent Corp. (“Parent”), WMG Holdings Corp., a Delaware corporation and a wholly owned subsidiary of Parent,(“Holdings”), WMG Acquisition Corp., a Delaware corporation 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 corporation (“Providence”) and Music Partners Management, LLC, a Delaware limited liability company (“Music” and, together with THL, Bain and Providence, the “Managers”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2005 • Warner Music Group Corp. • Services-amusement & recreation services • New York
AMENDMENT dated as of April [ ], 2005 to the Amended and Restated Credit Agreement dated as of April 8, 2004 (as amended from time to time, 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.
