AMENDMENT NO. 1 TO SECURITY AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO SECURITY AGREEMENT
AMENDMENT No. 1 dated as of September 28, 2011 (this Amendment) to the Security Agreement dated as of May 28, 2009 (the Security Agreement) among WMG Acquisition Corp., a Delaware corporation (the Company), WMG Holdings Corp., a Delaware corporation (Holdings), the other Persons listed on the signature pages hereof (the Company, Holdings and the Persons so listed being, collectively, the Grantors), Wells Fargo Bank, National Association, as Collateral Agent (in such capacity, together with any successors in such capacity, the Collateral Agent), Wells Fargo Bank, National Association, as trustee under the Indenture (in such capacity, together with any successor trustee, the Notes Authorized Representative) and the other Authorized Representatives listed on the signature pages hereof.
RECITALS:
WHEREAS the parties wish to amend the Security Agreement as set forth herein;
THEREFORE, the parties hereto therefore agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Security Agreement has the meaning assigned to such term in the Security Agreement. Each reference to hereof, hereunder, herein and hereby and each other similar reference and each reference to this Agreement and each other similar reference contained in the Security Agreement shall, after this Amendment becomes effective, refer to the Security Agreement as amended hereby.
Section 2. Amendments. The following defined terms are amended and restated in their entirety to read as follows:
(i) Applicable Authorized Representative means, as of the date hereof, the Notes Authorized Representative; provided that such term shall mean:
(a) following the incurrence of Bank Obligations after the date hereof and assumption by the Credit Agreement Authorized Representative of its role as an Applicable Authorized Representative pursuant to an Additional Secured Party Consent, (i) until the earlier of (x) the Discharge of Bank Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Authorized Representative, and (ii) from the earlier of (x) the Discharge of Bank Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Additional Authorized Representative; and
(b) to the extent no Bank Obligations have been incurred or remain outstanding, following the incurrence of any Series of Secured Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Secured Obligations (excluding Hedging Obligations) and assumption by the Authorized Representative thereunder of its role as an Applicable Authorized Representative pursuant to an Additional Secured Party Consent, the Major Additional Authorized Representative.
(ii) Major Additional Authorized Representative means the Authorized Representative of the Series of Secured Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Secured Obligations (excluding Hedging Obligations).
(iii) Notes Obligations means the Obligations (as defined in the Indenture) incurred pursuant to the Indenture.
Section 3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. Full Force and Effect; Ratification. Except as modified herein, all of the terms and conditions of the Security Agreement are, and shall remain, in full force and effect and, as modified hereby, the Grantors confirm and ratify all of the terms, covenants and conditions of the Security Agreement. This Amendment constitutes the entire and final agreement among the parties hereto with respect to the subject matter hereof and there are no other agreements, understandings, undertakings, representations or warranties among the parties hereto with respect to the subject matter hereof except as set forth herein.
Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Section 6. Effectiveness. This Amendment shall become effective on the date when the Collateral Agent shall have received from each of the Grantors, the Collateral Agent and each Authorized Representative a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Collateral Agent) that such party has signed a counterpart hereof (the Amendment Effective Date).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
WMG ACQUISITION CORP. | ||
By: | /s/ Paul Robinson | |
Name: | Paul Robinson | |
Title: | Executive Vice President & Secretary | |
WMG HOLDINGS CORP. | ||
By: | /s/ Paul Robinson | |
Name: | Paul Robinson | |
Title: | Executive Vice President & Secretary |
Guarantors: |
A. P. SCHMIDT CO. ALTERNATIVE DISTRIBUTION ALLIANCE ARTIST ARENA LLC ASYLUM RECORDS LLC ATLANTIC MOBILE LLC ATLANTIC PIX LLC ATLANTIC PRODUCTIONS LLC ATLANTIC RECORDING CORPORATION ATLANTIC SCREAM LLC ATLANTIC/143 L.L.C. ATLANTIC/MR VENTURES INC. BB INVESTMENTS LLC BERNA MUSIC, INC. BIG BEAT RECORDS INC. BULLDOG ENTERTAINMENT GROUP LLC BULLDOG ISLAND EVENTS LLC BUTE SOUND LLC CAFE AMERICANA INC. CHAPPELL & INTERSONG MUSIC GROUP (AUSTRALIA) LIMITED |
Guarantors (contd): |
CHAPPELL AND INTERSONG MUSIC GROUP (GERMANY) INC. CHAPPELL MUSIC COMPANY, INC. CHORUSS LLC CORDLESS RECORDINGS LLC COTA MUSIC, INC. COTILLION MUSIC, INC. CRK MUSIC INC. E/A MUSIC, INC. EAST WEST RECORDS LLC ELEKSYLUM MUSIC, INC. ELEKTRA ENTERTAINMENT GROUP INC. ELEKTRA GROUP VENTURES INC. ELEKTRA/CHAMELEON VENTURES INC. EN ACQUISITION CORP. FBR INVESTMENTS LLC FERRET MUSIC HOLDINGS LLC FERRET MUSIC LLC FERRET MUSIC MANAGEMENT LLC FERRET MUSIC TOURING LLC FHK, INC. FIDDLEBACK MUSIC PUBLISHING COMPANY, INC. FOSTER FREES MUSIC, INC. FOZ MAN MUSIC LLC FUELED BY RAMEN LLC INSIDE JOB, INC. INSOUND ACQUISITION INC. INTERSONG U.S.A., INC. J. RUBY PRODUCTIONS, INC. JADAR MUSIC CORP. LAVA RECORDS LLC LAVA TRADEMARK HOLDING COMPANY LLC LEM AMERICA, INC. LONDON-SIRE RECORDS INC. MADE OF STONE LLC MAVERICK PARTNER INC. MAVERICK RECORDING COMPANY MCGUFFIN MUSIC INC. |
Guarantors (contd): |
MIXED BAG MUSIC, INC. |
MM INVESTMENT INC. NC HUNGARY HOLDINGS INC. NEW CHAPPELL INC. NONESUCH RECORDS INC. NON-STOP MUSIC HOLDINGS, INC. NVC INTERNATIONAL INC. OCTA MUSIC, INC. P & C PUBLISHING LLC PENALTY RECORDS, L.L.C. PEPAMAR MUSIC CORP. PERFECT GAME RECORDING COMPANY LLC REP SALES, INC. RESTLESS ACQUISITION CORP. REVELATION MUSIC PUBLISHING CORPORATION RHINO ENTERTAINMENT COMPANY RHINO NAME & LIKENESS HOLDINGS, LLC RHINO/FSE HOLDINGS, LLC RICKS MUSIC INC. RIGHTSONG MUSIC INC. ROADRUNNER RECORDS, INC. RODRA MUSIC, INC. RYKO CORPORATION RYKODISC, INC. RYKOMUSIC, INC. SEA CHIME MUSIC, INC. SIX-FIFTEEN MUSIC PRODUCTIONS, INC. SR/MDM VENTURE INC. SUMMY-BIRCHARD, INC. SUPER HYPE PUBLISHING, INC. T.Y.S., INC. T-BOY MUSIC, L.L.C. T-GIRL MUSIC, L.L.C. THE ALL BLACKS U.S.A., INC. THE BIZ LLC THE RHYTHM METHOD INC. TOMMY BOY MUSIC, INC. TOMMY VALANDO PUBLISHING GROUP, INC. TW MUSIC HOLDINGS INC. UNICHAPPELL MUSIC INC. UPPED.COM LLC |
Guarantors (contd): |
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 DISTRIBUTION LLC WARNER MUSIC LATINA INC. WARNER MUSIC NASHVILLE LLC 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 MANAGEMENT SERVICES INC. WBR/QRI VENTURE, INC. WBR/RUFFNATION VENTURES, INC. WBR/SIRE VENTURES INC. WEA EUROPE INC. WEA INC. WEA INTERNATIONAL INC. WEA MANAGEMENT SERVICES INC. |
Guarantors (contd): |
WIDE MUSIC, INC. |
WMG MANAGEMENT SERVICES INC. |
WMG TRADEMARK HOLDING COMPANY LLC |
By: | /s/ Paul Robinson | |
Name: | Paul 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 | |
WARNER MUSIC INC. | ||
By: | /s/ Paul Robinson | |
Name: | Paul Robinson | |
Title: | Executive Vice President & Secretary | |
615 MUSIC LIBRARY, LLC | ||
By: | Six-Fifteen Music Productions, Inc., its Sole Member | |
By: | /s/ Paul Robinson | |
Name: | Paul Robinson | |
Title: | Vice President & Secretary | |
ARTIST ARENA INTERNATIONAL, LLC | ||
By: | Artist Arena LLC, its Member | |
By: | /s/ Paul Robinson | |
Name: | Paul Robinson | |
Title: | Vice President & Secretary |
NON-STOP CATACLYSMIC MUSIC, LLC |
NON-STOP INTERNATIONAL PUBLISHING, LLC |
NON-STOP MUSIC LIBRARY, LC |
NON-STOP MUSIC PUBLISHING, LLC |
NON-STOP OUTRAGEOUS PUBLISHING, LLC |
NON-STOP PRODUCTIONS, LLC |
By: | Non-Stop Music Holdings, Inc., their Manager | |
By: | /s/ Paul Robinson | |
Name: | Paul Robinson | |
Title: | Vice President & Secretary | |
WMG ARTIST BRAND LLC | ||
By: | Warner Music Inc., its Member | |
By: | /s/ Paul Robinson | |
Name: | Paul Robinson | |
Title: | Executive Vice President & Secretary |
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, Notes Authorized Representative and Authorized Representative | ||
By: | /s/ Raymond Delli Colli | |
Name: | Raymond Delli Colli | |
Title: | Vice President |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Authorized Representative | ||
By: | /s/ Ari Bruger | |
Name: | Ari Bruger | |
Title: | Vice President | |
By: | /s/ Kevin Buddhdew | |
Name: | Kevin Buddhdew | |
Title: | Associate |
BANK OF AMERICA, N.A., as Authorized Representative | ||
By: | /s/ Fred Scully | |
Name: | Fred Scully | |
Title: | Vice President |
CITIBANK, N.A., as Authorized Representative | ||
By: | /s/ Servaas Chorus | |
Name: | Servaas Chorus | |
Title: | Director |
DEUTSCHE BANK AG, as Authorized Representative | ||
By: | /s/ Cynthia Cuomo | |
Name: | Cynthia Cuomo | |
Title: | Director | |
By: | /s/ Steven Kessler | |
Name: | Steven Kessler | |
Title: | Director |