THIRD SUPPLEMENTAL INDENTURE, dated as of August 12, 2020 (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 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 2031 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 2031 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 3.000% Senior Secured Notes due 2031 (the 2031 Notes), which Notes shall be Dollar-denominated.
3. Maturity Date. The Maturity Date of the 2031 Notes shall be February 15, 2031.
4. Interest and Interest Rates. Interest on the outstanding principal amount of 2031 Notes will accrue at the rate of 3.000% per annum and will be payable semi-