ContractSettlement Agreement • July 21st, 2005 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SETTLEMENT AGREEMENT dated as of July 13, 2005 (this “Agreement”), between TIME WARNER INC. (“Seller”) and WMG ACQUISITION CORP. (“Purchaser”).
REGISTRATION RIGHTS AGREEMENT Dated as of December 23, 2004 Among WMG HOLDINGS CORP. as Issuer, and BANC OF AMERICA SECURITIES LLC GOLDMAN, SACHS & CO. DEUTSCHE BANK SECURITIES INC. as Initial Purchasers $250,000,000 Aggregate Principal Amount at...Registration Rights Agreement • July 21st, 2005 • Warner Music Group Corp. • Services-amusement & recreation services • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Issuer and the Initial Purchasers, dated as of December 17, 2004 (the “Purchase Agreement”), which provides for, among other things, the sale by the Issuer to the Initial Purchasers of $396,810,000 aggregate principal amount at maturity ($249,998,236 gross proceeds) of the Issuer’s 9.5% Senior Discount Notes due 2014 (the “Notes”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.
GUARANTEEWarner Music Group Corp. • July 21st, 2005 • Services-amusement & recreation services
Warner Music Group Corp. (the “New Guarantor”) hereby unconditionally guarantees, to the extent set forth in the Indenture dated as of December 23, 2004 (the “Indenture”) by and among WMG Holdings Corp., a Delaware corporation, as issuer (the “Issuer”), the guarantors set forth therein and Wells Fargo Bank, National Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Securities, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture, and (b) in case
