SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF NOTES WMG ACQUISITION CORP. as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and WELLS FARGO BANK, NATIONALASSOCIATION as Trustee FIRSTSUPPLEMENTAL INDENTURE DATED AS OF APRIL 9, 2014 to the INDENTURE DATED AS OF APRIL 9, 2014 Providing for the Issuance of 6.750% Senior Notes Due 2022 1
Exhibit 4.4
SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF
NOTES
WMG ACQUISITION CORP.
as Issuer
and
the Subsidiary Guarantors from time to time party to the Indenture
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 9, 2014
to the
INDENTURE
DATED AS OF APRIL 9, 2014
Providing for the Issuance of
6.750% Senior Notes Due 2022
1
FIRST SUPPLEMENTAL INDENTURE, dated as of April 9, 2014 (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 and the Trustee are party to the Indenture, dated as of April 9, 2014 (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 Initial Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;
WHEREAS, in connection with the issuance of the 2022 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 2022 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 6.750% Senior Notes due 2022 (the 2022 Notes).
3. Maturity Date. The Maturity Date of the 2022 Notes shall be April 15, 2022.
4. Interest and Interest Rates. Interest on the outstanding principal amount of the 2022 Notes will accrue at the rate of 6.750% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2014, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a Record Date). Interest on the 2022 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 April 9, 2014, except that interest on any Additional 2022 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 on such Additional 2022 Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional 2022 Notes (or if the date of issuance of such Additional 2022 Notes is an Interest Payment Date, from such date of issuance); provided that if any 2022 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 2022 Notes that may be authenticated and delivered and outstanding under the Indenture is not limited. The aggregate principal amount of the 2022 Notes shall initially be $660.0 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 2022 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 2022 Notes (any such Additional Notes, Additional 2022 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 2022 Notes may be redeemed, in whole or in part, at any time prior to April 15, 2017, at the option of the Company, at a redemption price equal to 100% of the principal amount of the 2022 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 2022 Note on any applicable Redemption Date, the greater of:
(1) | 1.0% of the then outstanding principal amount of such 2022 Note; and |
(2) | the excess, if any, of: |
(a) the present value at such redemption date of (i) the redemption price of the 2022 Note at April 15, 2017 (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 2022 Note through April 15, 2017 (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
(b) the then outstanding principal amount of the 2022 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 April 15, 2017; provided, however, that if the period from such redemption date to April 15, 2017 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.
(b) On or after April 15, 2017, the Company may redeem all or a part of the 2022 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 2022 Notes to be redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below:
Year | Percentage | |||
2017 | 105.063 | % | ||
2018 | 103.375 | % | ||
2019 | 101.688 | % | ||
2020 and thereafter | 100.000 | % |
(c) At any time prior to April 15, 2017, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of 2022 Notes (including the aggregate principal amount of any Additional 2022 Notes) issued under the Indenture, at its option, at a redemption price equal to 106.750% of the principal amount of the 2022 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), 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 Companys common equity capital made with the net cash proceeds of one or more Equity Offerings by the Companys direct or indirect parent; provided that:
(i) at least 50% of the aggregate principal amount of 2022 Notes originally issued under this Indenture (including the aggregate principal amount of any Additional 2022 Notes) remains outstanding immediately after the occurrence of such redemption; and
(ii) the redemption occurs within 90 days of the date of, and may be conditioned upon, the closing of such Equity Offering.
(d) The Company may acquire 2022 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.
(e) Any redemption or notice of any redemption may, at the Companys 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 events. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuers discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof.
7. Reserved.
8. Form. The 2022 Notes shall be issued substantially in the form set forth, or referenced, in Article Two of the Indenture, and Exhibit A or Exhibit C 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.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
WMG HOLDINGS CORP. | ||
By: | /s/ Paul M. Robinson | |
Name: | Paul M. Robinson | |
Title: | Executive Vice President, General Counsel and Secretary |
ROADRUNNER RECORDS INC. |
T.Y.S., INC. |
THE ALL BLACKS U.S.A., INC. |
A. P. SCHMIDT CO. |
ATLANTIC RECORDING CORPORATION |
ATLANTIC/MR VENTURES INC. |
ARMS UP INC. |
BIG BEAT RECORDS INC. |
CAFE AMERICANA INC. |
CHAPPELL MUSIC COMPANY, INC. |
COTA MUSIC, INC. |
COTILLION MUSIC, INC. |
CRK MUSIC INC. |
E/A MUSIC, INC. |
ELEKSYLUM MUSIC, INC. |
ELEKTRA/CHAMELEON VENTURES INC. |
ELEKTRA ENTERTAINMENT GROUP INC. |
ELEKTRA GROUP VENTURES INC. |
FHK, INC. |
FIDDLEBACK MUSIC PUBLISHING COMPANY, INC. |
FOSTER FREES MUSIC, INC. |
INSOUND ACQUISITION INC. |
INTERSONG U.S.A., INC. |
JADAR MUSIC CORP. |
LEM AMERICA, INC. |
LONDON-SIRE RECORDS INC. |
MAVERICK PARTNER INC. |
MCGUFFIN MUSIC INC. |
MIXED BAG MUSIC, INC. |
(contd): |
MM INVESTMENT INC. |
NONESUCH RECORDS INC. |
NON-STOP MUSIC HOLDINGS, INC. |
OCTA MUSIC, INC. |
PEPAMAR MUSIC CORP. |
REP SALES, INC. |
REVELATION MUSIC PUBLISHING CORPORATION |
RHINO ENTERTAINMENT COMPANY |
RICKS MUSIC INC. |
RIGHTSONG MUSIC INC. |
RYKO CORPORATION |
RYKODISC, INC. |
RYKOMUSIC, INC. |
SEA CHIME MUSIC, INC. |
SR/MDM VENTURE INC. |
SUPER HYPE PUBLISHING, INC. |
TOMMY BOY MUSIC, INC. |
TOMMY VALANDO PUBLISHING GROUP, INC. |
UNICHAPPELL MUSIC INC. |
W.B.M. MUSIC CORP. |
WALDEN MUSIC INC. |
WARNER ALLIANCE MUSIC INC. |
WARNER BRETHREN INC. |
WARNER BROS. MUSIC INTERNATIONAL INC. |
WARNER BROS. 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 |
WARNERSONGS, INC. |
WARNER-TAMERLANE PUBLISHING CORP. |
WARPRISE MUSIC INC. |
(contd): |
WB GOLD MUSIC CORP. |
WB MUSIC CORP. |
WBM/HOUSE OF GOLD MUSIC, INC. |
WBR/QRI VENTURE, INC. |
WBR/RUFFNATION VENTURES, INC. |
WBR/SIRE VENTURES INC. |
WEA EUROPE INC. |
WEA INC. |
WEA INTERNATIONAL INC. |
WIDE MUSIC, INC. |
ASYLUM RECORDS LLC |
ATLANTIC MOBILE LLC |
ATLANTIC PRODUCTIONS 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 |
FOZ MAN MUSIC LLC |
FUELED BY RAMEN LLC |
LAVA RECORDS LLC |
RHINO NAME & LIKENESS HOLDINGS, LLC |
RHINO/FSE HOLDINGS, LLC |
T-BOY MUSIC, LLC |
T-GIRL MUSIC, LLC |
THE BIZ LLC |
UPPED.COM LLC |
WARNER MUSIC DISTRIBUTION LLC |
J. RUBY PRODUCTIONS, INC. |
SIX-FIFTEEN MUSIC PRODUCTIONS, INC. |
SUMMY-BIRCHARD, INC. |
(contd): |
ARTIST ARENA LLC |
ATLANTIC PIX LLC |
FERRET MUSIC HOLDINGS LLC |
FERRET MUSIC LLC |
FERRET MUSIC MANAGEMENT LLC |
FERRET MUSIC TOURING LLC |
P & C PUBLISHING LLC |
WARNER MUSIC NASHVILLE 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 |
Guarantors (contd): | ||
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 | |
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 |
Guarantors (contd): | ||
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 |
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 |
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Raymond Delli Colli | |
Name: | Raymond Delli Colli | |
Title: | Vice President |
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE]