UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Secured Notes
On November 24, 2021 (the “Closing Date”), WMG Acquisition Corp. (the “Issuer”), an indirect, wholly-owned subsidiary of Warner Music Group Corp., issued and sold $540 million in aggregate principal amount of its 3.750% Senior Secured Notes due 2029 (the “Notes”) under an Indenture, dated as of June 29, 2020 (the “Base Indenture”), among the Issuer, the guarantors party thereto, Credit Suisse AG, as Notes Authorized Representative and Collateral Agent, and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture, dated as of November 24, 2021 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the guarantors party thereto and the Trustee.
Interest on the Notes will accrue at the rate of 3.750% per annum and will be payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022.
Ranking
The Notes are the Issuer’s senior secured obligations and are secured on an equal and ratable basis with all existing and future indebtedness secured with the same security arrangements as the Notes, including the Existing Secured Notes and the Credit Facilities (each as defined below). The Notes rank senior in right of payment to the Issuer’s existing and future subordinated indebtedness; rank equally in right of payment with all of the Issuer’s existing and future senior indebtedness, including the Issuer’s 3.875% Senior Notes due 2030 (the “3.875% Existing Secured Notes”), the Issuer’s 2.750% Senior Secured Notes due 2028 (the “2.750% Existing Secured Notes”), the Issuer’s 3.000% Senior Secured Notes due 2031 (the “3.000% Existing Secured Notes”) and the Issuer’s 2.250% Senior Secured Notes due 2031 (the “2.250% Existing Secured Notes” and, together with the 3.875% Existing Secured Notes, the 2.750% Existing Secured Notes and the 2.250% Existing Secured Notes, the “Existing Secured Notes”) and indebtedness under the Issuer’s senior secured revolving credit facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto (the “Revolving Credit Facility”) and the Issuer’s senior secured term loan credit facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto (the “Term Credit Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”) and any future senior secured credit facility; are effectively senior to the Issuer’s unsecured senior indebtedness to the extent of the value of the collateral securing the Notes; and are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any of the Issuer’s non-guarantor subsidiaries (other than indebtedness and liabilities owed to the Issuer or one of its subsidiary guarantors (as such term is defined below)).
Guarantees
The Notes are fully and unconditionally guaranteed on a senior secured basis by each of the Issuer’s existing direct or indirect wholly-owned domestic restricted subsidiaries and by any such subsidiaries that guarantee obligations of the Issuer under the Credit Facilities, subject to customary exceptions. Such subsidiary guarantors are collectively referred to herein as the “subsidiary guarantors,” and such subsidiary guarantees are collectively referred to herein as the “subsidiary guarantees.” Each subsidiary guarantee is a senior secured obligation of such subsidiary guarantor and is secured on an equal and ratable basis with all existing and future obligations of such subsidiary guarantor that are secured with the same security arrangements as the guarantee of the Notes (including the subsidiary guarantor’s guarantee of obligations under the Existing Secured Notes and the Credit Facilities). Each subsidiary guarantee ranks senior in right of payment to all subordinated obligations of the subsidiary guarantor; is effectively senior to the subsidiary guarantor’s existing unsecured obligations, to the extent of the collateral securing such guarantee; ranks equally in right of payment with all of the subsidiary guarantor’s existing and future senior obligations, including the subsidiary guarantor’s guarantee of the Credit Facilities and any future senior secured credit facility and the Existing Secured Notes; and is structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any non-guarantor subsidiary of the subsidiary guarantor (other than indebtedness and liabilities owed to the Issuer or one of its subsidiary guarantors). Any subsidiary guarantee of the Notes may be released in certain circumstances.
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Optional Redemption
At any time prior to December 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including the aggregate principal amount of any additional notes of the same series), issued under the Base Indenture, at its option, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) (each, an “Equity Offering Redemption”), with funds in an aggregate amount not exceeding the net cash proceeds of one or more equity offerings by the Issuer or any contribution to the Issuer’s common equity capital made with the net cash proceeds of one or more equity offerings by the Issuer’s direct or indirect parent; provided that:
(1) at least 50% of the aggregate principal amount of the Notes originally issued under the Base Indenture (including the aggregate principal amount of any additional notes of the same series) remains outstanding immediately after the occurrence of such redemption (unless all Notes are otherwise repurchased or redeemed substantially concurrently with the corresponding Equity Offering Redemption); and
(2) notice of such redemption is given no more than 180 days after the date of, and may be conditioned upon, the closing of such equity offering.
The Notes may be redeemed, in whole or in part, at any time prior to December 1, 2024, at the option of the Issuer, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable make-whole premium as of, and accrued and unpaid interest thereon, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after December 1, 2024, the Issuer may redeem all or a part of the Notes, at its option, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1of the years indicated below:
| Year |
Percentage | |||
| 2024 |
101.875 | % | ||
| 2025 |
100.938 | % | ||
| 2026 and thereafter |
100.000 | % | ||
In addition, during any 12-month period prior to December 1, 2024, the Issuer will be entitled to redeem up to 10% of the original aggregate principal amount of the Notes (including the principal amount of any additional notes of the same series) at a redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Special Optional Redemption
At any time on one or more occasions on or prior to the fifth business day following December 20, 2021 by giving notice at least five business days prior to such time, the Issuer may elect to redeem all or a portion of the Notes at a special optional redemption price equal to the issue price of the Notes plus 1% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date, provided, that the Issuer may only elect to redeem fewer than all of the Notes, if, after giving effect to any such redemption, at least $250 million aggregate principal amount of the Notes remains outstanding following such redemption.
Change of Control
Upon the occurrence of a change of control triggering event, which is defined in the Base Indenture, each holder of the Notes has the right to require the Issuer to repurchase some or all of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.
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Covenants
The Indenture contains covenants limiting, among other things, the Issuer’s ability and the ability of most of its subsidiaries to create liens and consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.
Events of Default
The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on Notes to become or to be declared due and payable.
The foregoing descriptions of the Base Indenture, the Sixth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the Sixth Supplemental Indenture and the Notes, copies of which are incorporated herein by reference and attached hereto as Exhibits 4.1 - 4.3.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 concerning the Issuer’s direct financial obligations under the Notes is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WARNER MUSIC GROUP CORP. | ||
| BY: | /s/ Paul M. Robinson | |
| Paul M. Robinson | ||
| Executive Vice President and General Counsel | ||
Date: November 24, 2021
Exhibit 4.2
Execution Version
SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF
DOLLAR-DENOMINATED NOTES
WMG ACQUISITION CORP.
as Issuer
and
the Subsidiary Guarantors from time to time party to the Indenture
and
COMPUTERSHARE TRUST COMPANY, N.A.
as successor to
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee
SIXTH SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 24, 2021
to the
INDENTURE
DATED AS OF JUNE 29, 2020
Providing for the Issuance of
3.750% Senior Secured Notes Due 2029
SIXTH SUPPLEMENTAL INDENTURE, dated as of November 24, 2021 (this “Supplemental Indenture”), among WMG Acquisition Corp. (together with its successors and assigns, the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee.
W I T N E S S E T H:
WHEREAS, the Company, the Subsidiary Guarantors, the Trustee, the Notes Authorized Representative and the Collateral Agent are party to the Indenture, dated as of June 29, 2020 (as amended, supplemented, waived or otherwise modified from time to time, the “Indenture”), which provides for the issuance from time to time of Notes by the Company;
WHEREAS, Section 9.01(8) of the Indenture provides that the Company may provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Closing Date;
WHEREAS, in connection with the issuance of the 2029 Notes (as defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the 2029 Notes as hereinafter described; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Title of Notes. There shall be a series of Notes of the Company designated the “3.750% Senior Secured Notes due 2029” (the “2029 Notes”), which Notes shall be Dollar-denominated.
3. Maturity Date. The Maturity Date of the 2029 Notes shall be December 1, 2029.
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4. Interest and Interest Rates. Interest on the outstanding principal amount of 2029 Notes will accrue at the rate of 3.750% per annum and will be payable semi-annually in arrears on June 1 and December 1 in each year, commencing on June 1, 2022, to holders of record on the immediately preceding May 15 and November 15, respectively (each such May 15 and November 15, a “Record Date”). Interest on the 2029 Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest has been paid, from November 24, 2021, except that interest on any Additional 2029 Notes (as defined below) issued on or after the first Interest Payment Date (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from November 24, 2021 (or if the date of issuance of such Additional 2029 Notes is an Interest Payment Date, from such date of issuance); provided that if any 2029 Note and any Exchange Notes issued in exchange therefor are surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date.
5. No Limitation on Aggregate Principal Amount. The aggregate principal amount of 2029 Notes that may be authenticated and delivered and outstanding under the Indenture is not limited. The aggregate principal amount of the 2029 Notes shall initially be $540 million. The Company may from time to time, without the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the 2029 Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional Notes issued in this manner will be consolidated with, and will form a single series with, the 2029 Notes (any such Additional Notes, “Additional 2029 Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the Company, as contemplated by Section 2.01 of the Indenture.
6. Redemption. (a) The 2029 Notes may be redeemed, in whole or in part, at any time prior to December 1, 2024 at the option of the Company, at a redemption price equal to 100% of the principal amount of the 2029 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant interest payment date).
“Applicable Premium” means, with respect to any 2029 Note on any applicable Redemption Date, the greater of:
| (1) | 1.0% of the then outstanding principal amount of such 2029 Note; and |
| (2) | the excess, if any, of: |
(a) the present value at such redemption date of (i) the redemption price of the 2029 Note at December 1, 2024 (such redemption price being set forth in the table appearing in Section 6(b)) plus (ii) all required remaining scheduled interest payments due on the 2029 Note through December 1, 2024 (excluding accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 75.0 basis points; over
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(b) the then outstanding principal amount of the 2029 Note.
“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to December 1, 2024; provided, however, that if the period from such redemption date to December 1, 2024 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used; provided, that if the Treasury Rate determined in accordance with the foregoing shall be less than zero, the Treasury Rate shall be deemed to be zero for all purposes of the Indenture.
(b) On or after December 1, 2024, the Company may redeem all or a part of the 2029 Notes, at its option, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2029 Notes to be redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below:
| Year | Percentage | |||
| 2024 |
101.875 | % | ||
| 2025 |
100.938 | % | ||
| 2026 and thereafter |
100.000 | % | ||
(c) At any time prior to December 1, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of 2029 Notes (including the aggregate principal amount of any Additional 2029 Notes) issued under the Indenture, at its option, at a redemption price equal to 103.750% of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption (subject to the rights of Holders on the relevant Record Date to receive interest on the relevant interest payment date) (each, a “Note Equity Offering Redemption”), with funds in an aggregate amount not exceeding the net cash proceeds of one or more Equity Offerings by the Company or any contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by the Company’s direct or indirect parent; provided that:
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(i) at least 50% of the aggregate principal amount of 2029 Notes originally issued under the Indenture (including the aggregate principal amount of any Additional 2029 Notes) remains outstanding immediately after the occurrence of such redemption (unless all such 2029 Notes are otherwise repurchased or redeemed substantially concurrently with the corresponding Note Equity Offering Redemption); and
(ii) notice of such redemption is given no more than 180 days after the date of, and may be conditioned upon, the closing of such Equity Offering.
(d) In addition, during any twelve-month period prior to December 1, 2024, the Company may redeem up to 10% of the original aggregate principal amount of the 2029 Notes (including the principal amount of any Additional 2029 Notes) at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(e) The Company may acquire 2029 Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.
(f) Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transactions or event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof.
7. Special Optional Redemption. (a) The 2029 Notes may be redeemed on one or more occasions, in whole or in part, at any time on or prior to the fifth business day after the Special Optional Redemption Election Date (as defined below), at the option of the Company (such redemption, a “Special Optional Redemption”), at the Special Optional Redemption Price, provided, that the Company may only elect to redeem fewer than all of the 2029 Notes, if, after giving effect to any such redemption, at least $250 million aggregate principal amount of the 2029 Notes (including Additional Notes, if any) remains outstanding.
“Special Optional Redemption Election Date” means December 20, 2021.
“Special Optional Redemption Price” means 100.145% of the principal amount of the 2029 Notes redeemed, together with accrued and unpaid interest on such 2029 Notes from November 24, 2021 (or the most recent interest payment date on which interest was paid) to but excluding the Special Optional Redemption Date (as defined below).
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(b) Notice of a Special Optional Redemption shall be mailed, with a copy to the Trustee, to each Holder of the 2029 Notes at its registered address on or prior to the Special Optional Redemption Election Date, and shall provide that the 2029 Notes shall be redeemed on a date that is no later than the fifth business day after such notice is mailed or delivered, which redemption date for the avoidance of doubt, may be following the Special Optional Redemption Election Date (the “Special Optional Redemption Date”). If funds sufficient to pay the Special Optional Redemption Price of the 2029 Notes that will be redeemed on the Special Optional Redemption Date are deposited with Wells Fargo Bank, National Association, in its capacity as paying agent, on or before the Special Optional Redemption Date, such 2029 Notes will cease to bear interest and, if all of the 2029 Notes will be redeemed on the Special Optional Redemption Date, other than the right to receive the Special Optional Redemption Price, all rights under the 2029 Notes shall terminate.
8. Modifications to Indenture. The following terms of the Indenture are hereby amended solely with respect to the 2029 Notes and not with respect to any Original Notes or Additional Notes other than the 2029 Notes as follows:
(a) Section 1.01 is amended by replacing clause (9) of the definition of “Permitted Liens” with the following:
(9) Liens existing on the Base Indenture Closing Date (other than Liens securing Indebtedness under the Senior Term Loan Agreement, the Senior Revolving Credit Agreement and the Existing Notes) and Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien (A) existing on the Base Indenture Closing Date (other than the Senior Term Loan Agreement, the then existing senior revolving credit agreement or the Notes) or (B) referred to in clauses (3), (4) and (19)(B) of this definition; provided, however, that in each case, such Liens (x) are no less favorable to the Holders of the Notes and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any property or assets of the Issuer or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced.
(b) Section 1.01 is amended by replacing clause (26) of the definition of “Permitted Liens” with the following:
(26) Liens securing (i) First Lien Indebtedness in an aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness)), not exceeding the greater of (A) $4,135 million and (B) the maximum aggregate principal amount of First Lien Indebtedness that could be incurred without exceeding a First Lien Indebtedness to EBITDA Ratio for the Issuer of 4.50 to 1.00, (ii) Senior Secured Indebtedness that is not First Lien Indebtedness in an aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed
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amount of such Indebtedness)) not exceeding the maximum aggregate principal amount of Senior Secured Indebtedness that could be incurred without exceeding a Senior Secured Indebtedness to EBITDA Ratio for the Issuer of 5.00 to 1.00, (iii) Revolving Credit Agreement Indebtedness not to exceed at any time outstanding the greater of $400 million and 50% of EBITDA (for the Measurement Period applicable at the time such Revolving Credit Agreement Indebtedness is committed) and (iv) Indebtedness in an amount not to exceed the greater of $450 million and 60.0% of EBITDA (for the Measurement Period applicable at the time of the incurrence of such Indebtedness) pursuant to Section 2.6 of the Senior Term Loan Agreement as in effect on January 31, 2018.
8. Form. The 2029 Notes shall be issued substantially in the form set forth, or referenced, in Article Two of the Indenture, and Exhibit A-1 or Exhibit C-1 attached to the Indenture, in each case as provided for in Section 2.02 of the Indenture (as such form may be modified in accordance with Section 2.01 of the Indenture).
9. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
10. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
11. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
12. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
13. Electronic Execution of Documents. The words “execution”, “signed”, “signature”, and words of like import in this Supplemental Indenture and any amendment, supplement or other modification hereof (including waivers and consents) shall be deemed to include (i) an original manual signature, (ii) a faxed, scanned or photcopied manual signatures, or (iii) any other electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
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system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act (collectively, “Signature Law”) . Without limitation to the foregoing, and anything in this Supplemental Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, company order, Opinion of Counsel, Note, amendment, notice, direction, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to the Indenture or this Supplemental Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats and (b) all references to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats. The Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.
For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under any Signature Law due to the character or intended character of the writings or as may be required by the Trustee.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| WMG ACQUISITION CORP. | ||||
| By: | /s/ Paul M. Robinson | |||
| Name: | Paul M. Robinson | |||
| Title: | Executive Vice President, | |||
| General Counsel and Secretary | ||||
[Signature Page to Sixth Supplemental Indenture]
| Guarantors: |
| A.P. SCHMIDT CO. |
| ARTS MUSIC INC. |
| ATLANTIC RECORDING CORPORATION |
| ATLANTIC/MR VENTURES INC. |
| AUDIO PROPERTIES/BURBANK, INC. |
| BIG BEAT RECORDS INC. |
| CAFÉ AMERICANA INC. |
| CHAPPELL MUSIC COMPANY, INC. |
| COTA MUSIC, INC. |
| COTILLION MUSIC, INC. |
| CRK MUSIC INC. |
| E/A MUSIC, INC. |
| ELEKSYLUM MUSIC, INC. |
| ELEKTRA ENTERTAINMENT GROUP INC. |
| ELEKTRA GROUP VENTURES INC. |
| ELEKTRA MUSIC GROUP INC. |
| ELEKTRA/CHAMELEON VENTURES INC. |
| FHK, INC. |
| FIDDLEBACK MUSIC PUBLISHING COMPANY, INC. |
| FOSTER FREES MUSIC, INC. |
| GENE AUTRY’S WESTERN MUSIC PUBLISHING CO. |
| GOLDEN WEST MELODIES, INC. |
| INSOUND ACQUISITION INC. |
| INTERSONG U.S.A., INC. |
| J. RUBY PRODUCTIONS, INC. |
| JADAR MUSIC CORP. |
| LEM AMERICA, INC. |
| LONDON-SIRE RECORDS INC. |
| MAVERICK PARTNER INC. |
| MCGUFFIN MUSIC INC. |
| MELODY RANCH MUSIC CO., INC. |
| MIXED BAG MUSIC, INC. |
| NONESUCH RECORDS INC. |
| NON-STOP MUSIC HOLDINGS, INC. |
| OCTA MUSIC, INC. |
| PEPAMAR MUSIC CORP. |
| REP SALES, INC. |
[Signature Page to Sixth Supplemental Indenture]
| (cont-d): |
| REVELATION MUSIC PUBLISHING CORPORATION |
| RHINO ENTERTAINMENT COMPANY |
| RICK’S MUSIC INC. |
| RIDGEWAY MUSIC CO., INC. |
| RIGHTSONG MUSIC INC. |
| ROADRUNNER RECORDS, INC. |
| RYKO CORPORATION |
| RYKODISC, INC. |
| RYKOMUSIC, INC. |
| SEA CHIME MUSIC, INC. |
| SIX-FIFTEEN MUSIC PRODUCTIONS, INC. |
| SR/MDM VENTURE INC. |
| SUMMY-BIRCHARD, INC. |
| SUPER HYPE PUBLISHING, INC. |
| THE ALL BLACKS U.S.A., INC. |
| TOMMY VALANDO PUBLISHING GROUP, INC. |
| UNICHAPPELL MUSIC INC. |
| W.C.M. MUSIC CORP. |
| WALDEN MUSIC INC. |
| WARNER ALLIANCE MUSIC INC. |
| WARNER BRETHREN INC. |
| WARNER MUSIC PUBLISHING INTERNATIONAL INC. |
| WARNER RECORDS INC. |
| WARNER CUSTOM MUSIC CORP. |
| WARNER DOMAIN MUSIC INC. |
| WARNER MUSIC DISCOVERY INC. |
| WARNER MUSIC LATINA INC. |
| WARNER MUSIC SP INC. |
| WARNER SOJOURNER MUSIC INC. |
| WARNER SPECIAL PRODUCTS INC. |
| WARNER STRATEGIC MARKETING INC. |
| WARNER CHAPPELL MUSIC SERVICES, INC. |
| WARNER CHAPPELL MUSIC, INC. |
| WARNER CHAPPELL PRODUCTION MUSIC, INC. |
| WARNER-ELEKTRA-ATLANTIC CORPORATION |
[Signature Page to Sixth Supplemental Indenture]
| (cont-d): |
| WARNERSONGS, INC. |
| WARNER-TAMERLANE PUBLISHING CORP. |
| WARPRISE MUSIC INC. |
| WC GOLD MUSIC CORP. |
| W CHAPPELL MUSIC CORP. |
| WCM/HOUSE OF GOLD MUSIC, INC. |
| WARNER RECORDS/QRI VENTURE, INC. |
| WARNER RECORDS/RUFFNATION VENTURES, INC. |
| WEA EUROPE INC. |
| WEA INC. |
| WEA INTERNATIONAL INC. |
| WIDE MUSIC, INC. |
| WMG RHINO HOLDINGS INC. |
| ARTIST ARENA LLC |
| ASYLUM LLC |
| ASYLUM RECORDS LLC |
| ASYLUM WORLDWIDE LLC |
| ATLANTIC MOBILE LLC |
| ATLANTIC PIX LLC |
| ATLANTIC PRODUCTIONS LLC |
| ATLANTIC RECORDING LLC |
| ATLANTIC SCREAM LLC |
| ATLANTIC/143 L.L.C. |
| BB INVESTMENTS LLC |
| BULLDOG ISLAND EVENTS LLC |
| BUTE SOUND LLC |
| CORDLESS RECORDINGS LLC |
| EAST WEST RECORDS LLC |
| ELEKTRA MUSIC LLC |
| ELEKTRA RECORDS LLC |
| FERRET MUSIC HOLDINGS LLC |
| FERRET MUSIC LLC |
| FERRET MUSIC MANAGEMENT LLC |
| FERRET MUSIC TOURING LLC |
| FOZ MAN MUSIC LLC |
| FUELED BY RAMEN LLC |
| LAVA RECORDS LLC |
| MM INVESTMENT LLC |
| P & C PUBLISHING LLC |
[Signature Page to Sixth Supplemental Indenture]
| (cont-d): |
| RHINO NAME & LIKENESS HOLDINGS, LLC |
| RHINO ENTERTAINMENT LLC |
| RHINO FOCUS HOLDINGS LLC |
| RHINO/FSE HOLDINGS, LLC |
| SODATONE USA LLC |
| T-BOY MUSIC, L.L.C. |
| T-GIRL MUSIC, L.L.C. |
| THE BIZ LLC |
| UPPED.COM LLC |
| UPROXX LLC |
| WARNER MUSIC DISTRIBUTION LLC |
| WARNER MUSIC NASHVILLE LLC |
| WARNER RECORDS/SIRE VENTURES LLC |
| WARNER RECORDS LLC |
| WMG COE, LLC |
| WMG PRODUCTIONS LLC |
| WRONG MAN DEVELOPMENT LIMITED LIABILITY COMPANY |
| COMEDY TECHNOLOGIES, INC. |
| DAQUAN MEDIA LLC |
| SO SATISFYING LLC |
| SOCIAL ACES, LLC |
| ATLANTIC RECORDS GROUP LLC |
| By: | /s/ Paul M. Robinson | |
| Name: Paul M. Robinson | ||
| Title: Vice President & Secretary of each of the above named entities listed under the heading Guarantors and signing this agreement in such capacity on behalf of each such entity |
[Signature Page to Sixth Supplemental Indenture]
| WARNER MUSIC INC. | ||
| By: | /s/ Paul M. Robinson | |
| Name: Paul M. Robinson | ||
| Title: Executive Vice President, General Counsel & Secretary | ||
| 615 MUSIC LIBRARY, LLC
By: Six-Fifteen Music Productions, Inc., its Sole Member | ||
| By: | /s/ Paul M. Robinson | |
| Name: Paul M. Robinson | ||
| Title: Vice President & Secretary | ||
| ARTIST ARENA INTERNATIONAL, LLC
By: Artist Arena LLC, its Sole Member
By: Warner Music Inc., its Sole Member | ||
| By: | /s/ Paul M. Robinson | |
| Name: Paul M. Robinson | ||
| Title: Executive Vice President, General Counsel & Secretary | ||
[Signature Page to Sixth Supplemental Indenture]
| ALTERNATIVE DISTRIBUTION ALLIANCE
By: Warner Music Distribution LLC, its Managing Partner
By: Rep Sales, Inc., its Sole Member and Manager | ||
| By: | /s/ Paul M. Robinson | |
| Name: Paul M. Robinson | ||
| Title: Vice President & Secretary | ||
| MAVERICK RECORDING COMPANY
By: SR/MDM Venture Inc., its Managing Partner | ||
| By: | /s/ Paul M. Robinson | |
| Name: Paul M. Robinson | ||
| Title: Vice President & Secretary | ||
| NON-STOP CATACLYSMIC MUSIC, LLC NON-STOP INTERNATIONAL PUBLISHING, LLC NON-STOP OUTRAGEOUS PUBLISHING, LLC
By: Non-Stop Music Publishing, LLC, their Sole Member
By: Non-Stop Music Holdings, Inc., its Sole Member | ||
| By: | /s/ Paul M. Robinson | |
| Name: Paul M. Robinson | ||
| Title: Vice President & Secretary | ||
[Signature Page to Sixth Supplemental Indenture]
| NON-STOP MUSIC LIBRARY, L.C. NON-STOP MUSIC PUBLISHING, LLC NON-STOP PRODUCTIONS, LLC
By: Non-Stop Music Holdings, Inc., their Sole Member | ||
| By: | /s/ Paul M. Robinson | |
| Name: Paul M. Robinson | ||
| Title: Vice President & Secretary | ||
[Signature Page to Sixth Supplemental Indenture]
| COMPUTERSHARE TRUST COMPANY, N.A., as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Erik R. Starkman | |
| Authorized Signatory | ||
[Signature Page to Sixth Supplemental Indenture]