Letter Agreement, dated as of May 2, 2018, between Warner Music Inc. and Eric Levin

Exhibit 10.5

5.2.2018

WARNER MUSIC INC.

1633 Broadway

New York, NY  10019

May 2, 2018

Eric Levin

Dear Eric:

Please refer to the employment agreement between Warner Music Inc. (“Company”) and you dated September 30, 2014, as amended by letter agreement dated October 6, 2015, and as further amended by letter agreement dated December 2, 2016 (as amended, the “Agreement”).

This letter, when signed by you and countersigned by Company, shall constitute our agreement to amend the Agreement as set forth herein.  Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement.

1.Paragraph 2 of the Agreement is hereby amended to extend the Term through September 30, 2023.

2.Paragraph 3(a) of the Agreement is hereby amended to provide that your salary for the periods specified below shall be as follows:

3.Paragraph 3(b) of the Agreement is hereby amended and restated in its entirety as follows:  

“(b)Annual Discretionary Bonus:  With respect to each fiscal year of the Term, commencing with the fiscal year that begins October 1, 2017 and ends September 30, 2018 (i.e., the  2018 fiscal year), Company shall consider granting to you an annual bonus (or a pro rata portion thereof for a portion of such fiscal year).  Your target bonus with respect to each fiscal year shall be as set forth below (or a pro rata portion of such amount for a portion of such fiscal year), and the amount of any annual bonus awarded to you shall be determined by Company in its sole discretion based on factors including the strength of your performance and the performance of Company and of Warner Music Group; provided that the amount of any annual bonus awarded to you may be higher or lower than the target amount.

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4.The following is hereby added to the Agreement as new Paragraph 3(e):

“(e)Equity Plan:  If, during the Term, Company establishes a new long-term incentive plan or program (a “new LTIP”) in which executives of Company at your level are eligible to participate, then Company shall, in good faith, consider offering you the opportunity to participate in such new LTIP in accordance with the terms and conditions of such plan or program.”

5.Paragraph 11(e)(ii) of the Agreement is hereby amended and restated in its entirety as follows:  “(ii) an amount equal to the per annum salary payable to you hereunder as of the Termination Date.”

6.Paragraph 11(g) of the Agreement is hereby amended and restated in its entirety as follows:  

“(g)The ‘Non-renewal Payments’ shall mean an amount equal to $600,000.”

7.Paragraph 12 of the Agreement is hereby amended and restated in its entirety as follows:

“Confidential Matters:  You shall keep secret all confidential matters of Company and its affiliates (for purposes of Paragraphs 12 and 13 only, “Company”), and shall not disclose them to anyone outside of Company, either during or after your employment with Company, except (a) with Company’s prior written consent; (b) as required by law or judicial process or as permitted by law for the purpose of reporting a violation of law; or (c) to your professional advisors to the extent reasonable and necessary. Company hereby informs you, and you hereby acknowledge, in accordance with 18 U.S.C. Section 1833(b), that you may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to any attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  You shall deliver promptly to Company upon termination of your employment, or at any time as Company may request, all confidential memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of Company which you may then possess or have under your control; provided that you may retain your personal files (i.e., your files not related to Company) and a copy of your address book.”

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Except as expressly amended herein, the terms and provisions of the Agreement shall remain in full force and effect.

If the foregoing correctly sets forth our understanding, please sign below and return this letter to Company.

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