WM HOLDINGS FINANCE CORP., as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF JULY 20, 2011 13.75% SENIOR NOTES DUE 2019Indenture • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
INDENTURE, dated as of July 20, 2011 (as amended, supplemented, waived or otherwise modified from time to time, this “Indenture”), between WM HOLDINGS FINANCE CORP., a Delaware corporation, as issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
WM Holdings Finance Corp. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
WM Holdings Finance Corp., a Delaware corporation (the “Initial Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the initial purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated July 14, 2011 (the “Purchase Agreement”), U.S. $150,000,000 aggregate principal amount of its 13.75% Senior Notes due 2019 (the “Initial Securities”). On the Completion Date (as defined in the Purchase Agreement), Initial Issuer will be merged with and into WMG Holdings Corp. (“WMG”). WMG will become a party hereto by execution of a joinder agreement in the form of Exhibit A hereto (the “Joinder Agreement”) on the Completion Date. References to the “Company” refer to (i) prior to the execution of the Joinder Agreement on the Completion Date, the Initial Issuer and (ii) from and after the execution of the Joinder Agreement on the Completion Date, WMG. The Initial Securities will be issue
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • July 26th, 2011 • Warner Music Group Corp. • 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 July 20, 2011, is made by 615 Music Library, LLC (the “Grantor”) in favor of Wells Fargo Bank, National Association, as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement referred to below).
CREDIT AGREEMENT dated as of July 20, 2011 among WMG ACQUISITION CORP., as Borrower THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC and UBS SECURITIES LLC, as Joint Bookrunners and Joint Lead...Credit Agreement • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
This CREDIT AGREEMENT (“Agreement”) is dated as of July 20, 2011, among WMG ACQUISITION CORP., a Delaware corporation (the “Borrower”), each LENDER from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • July 26th, 2011 • Warner Music Group Corp. • 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 July 20, 2011, is made by Warner Music Nashville LLC (the “Grantor”) in favor of Wells Fargo Bank, National Association, as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement referred to below).
MANAGEMENT AGREEMENTManagement Agreement • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • Delaware
This Management Agreement (this “Agreement”) is made as of July 20, 2011, by and among Warner Music Group Corp., a Delaware corporation (the “Company”), WMG Holdings Corp., a Delaware corporation (“WMG Holdings”), and Access Industries, Inc., a New York corporation (“Access”).
WM Finance Corp. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
WM Finance Corp., a Delaware corporation (the “Initial Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the initial purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated July 14, 2011 (the “Purchase Agreement”), U.S.$150,000,000 aggregate principal amount of its 9.50% Senior Secured Notes due 2016 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) on a senior secured basis from and after the Completion Date (as defined in the Purchase Agreement) by the several guarantors listed on Schedule A hereto (the “Guarantors”). On the Completion Date, Initial Issuer will be merged with and into WMG Acquisition Corp. (“WMG”). WMG and each Guarantor will become a party hereto by execution of a joinder agreement in the form of Exhibit A hereto (the “Joinder Agreement”) on the Completion Date. References to the “Company” refer to (i) prior to the e
SUBSIDIARY GUARANTY Dated as of July 20, 2011 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINSubsidiary Guaranty • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SUBSIDIARY GUARANTY dated as of July 20, 2011 (the “Guaranty”) made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
ContractSupplemental Indenture • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SUPPLEMENTAL INDENTURE, dated as of July 20, 2011 (this “Supplemental Indenture”), among WMG Acquisition Corp. (the “Company”), and the entities named in the signature pages hereto (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary” of the Company), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
TO WMG Acquisition Corp. a Delaware Corporation Satisfaction and Discharge of Indenture Dated as of July 21, 2011 Discharging the Indenture, dated as of April 8, 2004, among the Company, the Guarantors and the Trustee, as amended prior to the date hereof.Satisfaction and Discharge of Indenture • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services
WMG ACQUISITION CORP., as the Issuer, the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 20, 2011Second Supplemental Indenture • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 20, 2011, among the subsidiary guarantors listed on the signature pages hereto (the “Guaranteeing Subsidiaries”), subsidiaries of WMG Acquisition Corp. (or its permitted successor), a Delaware corporation (the “Company”), the Company, WMG Holdings Corp., solely to the extent set forth in Article X and as set forth in the Security Documents and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
GUARANTEEGuarantee • July 26th, 2011 • Warner Music Group Corp. • 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 July 20, 2011 (the “Indenture”) by and among WM Holdings Finance Corp., a Delaware corporation, as issuer (the “Initial Issuer”), and Wells Fargo Bank, National Association, as Trustee, as amended by the Supplemental Indenture dated as of July 20, 2011, among WMG Holdings Corp., as successor by merger to the Initial Issuer (the “Company”) and Wells Fargo Bank, National Association, as Trustee (such indenture, as the same may be 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 Notes (as defined in the Indenture), 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 an
ContractSupplemental Indenture • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SUPPLEMENTAL INDENTURE, dated as of July 20, 2011 (this “Supplemental Indenture”), among WMG Acquisition Corp. (the “Company”), and the entities named in the signature pages hereto (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary” of the Company), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
JOINDER AGREEMENTJoinder Agreement • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
WHEREAS, WM Finance Corp., a Delaware corporation (the “Initial Issuer”) and the representatives of the several initial purchasers (the “Initial Purchasers”) heretofore executed and delivered a Registration Rights Agreement, dated July 20, 2011 (the “Agreement”); and
ContractSupplemental Indenture • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SUPPLEMENTAL INDENTURE, dated as of July 20, 2011 (this “Supplemental Indenture”), among WMG Holdings Corp. (the “Company”) and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
TO WMG Holdings Corp. a Delaware Corporation Satisfaction and Discharge of Indenture Dated as of July 21, 2011 Discharging the Indenture, dated as of December 23, 2004, among the Company, the Guarantor and the Trustee, as amended prior to the date hereof.Satisfaction and Discharge of Indenture • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services
THIS DOCUMENT, dated as of July 21, 2011 (hereinafter referred to as “Satisfaction of Indenture”), relates to that certain Indenture, dated as of December 23, 2004 (as amended prior to the date hereof, the “Indenture”), among WMG Holdings Corp. (the “Company”), Warner Music Group Corp. as guarantor (the “Guarantor”) and Wells Fargo Bank, National Association., as trustee (the “Trustee”). Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Indenture.
JOINDER AGREEMENTJoinder Agreement • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
WHEREAS, WM Holdings Finance Corp., a Delaware corporation (the “Initial Issuer”) and the representatives of the several initial purchasers (the “Initial Purchasers”) heretofore executed and delivered a Registration Rights Agreement, dated July 20, 2011 (the “Agreement”); and
Security Agreement SupplementSecurity Agreement Supplement • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
JOINDER AGREEMENTJoinder Agreement • July 26th, 2011 • Warner Music Group Corp. • Services-amusement & recreation services • New York
WHEREAS, WM Finance Corp., a Delaware corporation (the “Initial Issuer”) and the representatives of the several initial purchasers (the “Initial Purchasers”) heretofore executed and delivered a Registration Rights Agreement, dated July 20, 2011 (the “Agreement”); and
