Ninth Supplemental Indenture, dated as of April 30, 2019, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 3.625% Senior Secured Notes due 2026
Exhibit 4.4
SUPPLEMENTAL INDENTURE INCREASING A SERIES OF
EURO-DENOMINATED 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
NINTH SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 30, 2019
to the
INDENTURE
DATED AS OF NOVEMBER 1, 2012
Providing for the Issuance of
Additional 3.625% Senior Secured Notes Due 2026
NINTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2019 (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 November 1, 2012 (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, pursuant to the Eighth Supplemental Indenture, dated as of October 9, 2018 (the Eighth Supplemental Indenture), among the Company, the Subsidiary Guarantors party thereto and the Trustee, the Company initially issued 250.0 million of its 2026 Euro Notes (as defined in the Eighth Supplemental Indenture) (the Initial 2026 Euro Notes);
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 Issue Date;
WHEREAS, the Company wishes to issue an additional 195 million of its 2026 Euro Notes as Additional 2026 Euro Notes (as defined in the Eighth Supplemental Indenture) under the Indenture (the 2019-1 Additional 2026 Euro Notes);
WHEREAS, in connection with the issuance of the 2019-1 Additional 2026 Euro Notes, the Company has duly authorized the execution and delivery of this Supplemental Indenture; 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. 2019-1 Additional 2026 Euro Notes. As of the date hereof, the Company will issue the 2019-1 Additional 2026 Euro Notes. The 2019-1 Additional 2026 Euro Notes issued pursuant to this Supplemental Indenture constitute Additional 2026 Euro Notes and will be part of the existing series of 2026 Euro Notes previously established pursuant to the Eighth Supplemental Indenture. The 2019-1 Additional 2026 Euro Notes shall have the same terms and conditions in all respects as
1
the Initial 2026 Euro Notes, except for the issue date (which shall be April 30, 2019) and the issue price. For the avoidance of doubt, the terms set forth in clauses (i) through (viii) of Section 2.01 of the Indenture shall be the same, with respect to the 2019-1 Additional 2026 Euro Notes, as those specified in the Eighth Supplemental Indenture, and cross-references in the Indenture to specific sections of a Notes Supplemental Indenture shall, with respect to the 2019-1 Additional 2026 Euro Notes, be references to the applicable sections of the Eighth Supplemental Indenture.
3. Aggregate Principal Amount. The aggregate principal amount of the 2019-1 Additional 2026 Euro Notes issued pursuant to this Supplemental Indenture shall be 195 million.
4. 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.
5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture (including, for the avoidance of doubt, any pledge or grant of security interests, mortgages, or other liens in the collateral as security for the Notes Obligations under the Indenture and the Notes) 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.
6. 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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
[Remainder of page intentionally left blank]
2
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 NINTH SUPPLEMENTAL INDENTURE]
Guarantors: |
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. |
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. |
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. |
[SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE]
RYKOMUSIC, INC. |
SEA CHIME MUSIC, INC. |
SR/MDM VENTURE INC. |
SUPER HYPE PUBLISHING, 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. |
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. |
ARTS MUSIC INC. |
ASYLUM RECORDS LLC |
ASYLUM WORLDWIDE LLC |
AUDIO PROPERTIES/BURBANK, INC. |
ATLANTIC MOBILE LLC |
ATLANTIC PRODUCTIONS LLC |
[SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE]
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 |
MM INVESTMENT 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. |
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 |
WMG COE, 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 NINTH SUPPLEMENTAL INDENTURE]
WARNER MUSIC INC. | ||
By: | /s/ Paul M. Robinson | |
Name: Paul M. Robinson | ||
Title: Executive Vice President, General Counsel and 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 and 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 and 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 and Secretary |
[SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE]
MAVERICK RECORDING COMPANY | ||
By: SR/MDM Venture Inc., its Managing Partner | ||
By: | /s/ Paul M. Robinson | |
Name: Paul M. Robinson | ||
Title: Vice President and 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 and 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 and Secretary |
[SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
By: | /s/ Stefan Victory |
Name: | Stefan Victory | |
Title: | Vice President |
[SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE]