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