AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 10th, 2005 • Warner Music Group Corp. • Services-amusement & recreation services • Delaware
This Amended and Restated Stockholders Agreement made as of May __, 2005 (the “Agreement”) amends and restates the Stockholders Agreement made as of February 29, 2004 and amended as of July 30, 2004 (the “Original Agreement”) by and among:
WMG ACQUISITION CORP. Issuer THE SUBSIDIARY GUARANTORS PARTIES HERETO And WELLS FARGO BANK, NATIONAL ASSOCIATION, TrusteeSecond Supplemental Indenture • May 10th, 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 “Company”), the Subsidiary Guarantors parties hereto (as listed below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Trustee”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 10th, 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.
THIS DEED is made on May 6, 2005 BETWEEN:Restricted Stock Award Agreement • May 10th, 2005 • Warner Music Group Corp. • Services-amusement & recreation services
