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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/29/07 Warner Music Group Corp. 10-K 9/30/07 9:2.2M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report for the Period Ending September 30, HTML 1.87M
2007
2: EX-4.11 Tenth Supplemental Indenture, Dated as of November HTML 34K
28, 2007
3: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 28K
4: EX-21.1 List of Subsidiaries HTML 45K
5: EX-23.1 Consent of Ernst & Young LLP HTML 8K
6: EX-31.1 Certification of the CEO Pursuant to Rule HTML 12K
13A-14(A) of the SEC
7: EX-31.2 Certification of the CFO Pursuant to Rule HTML 12K
13A-14(A) of the SEC
8: EX-32.1 Certification of the CEO Pursuant to 18 U.S.C. HTML 8K
Section 1350
9: EX-32.2 Certification of the CFO Pursuant to 18 U.S.C. HTML 8K
Section 1350
| Tenth Supplemental Indenture, dated as of November 28, 2007 |
Exhibit 4.11
WMG ACQUISITION CORP.
Issuer
NON-STOP MUSIC PUBLISHING, LLC
NON-STOP PRODUCTIONS, LLC
NON-STOP MUSIC LIBRARY, LLC
NON-STOP INTERNATIONAL PUBLISHING, LLC
NON-STOP OUTRAGEOUS PUBLISHING, LLC
NON-STOP CATACLYSMIC MUSIC, LLC
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
Trustee
TENTH SUPPLEMENTAL INDENTURE
Dated as of November 28, 2007
TO
Dated as of April 8, 2004
as amended
U.S. Dollar-denominated 7 3/8% Senior Subordinated Notes due 2014
Sterling-denominated 8 1/8% Senior Subordinated Notes due 2014
This TENTH SUPPLEMENTAL INDENTURE is dated as of this 28th day of November 2007 (the “Tenth Supplemental Indenture”), among WMG ACQUISITION CORP., a Delaware corporation (the “Company”), NON-STOP MUSIC PUBLISHING, LLC, NON-STOP PRODUCTIONS, LLC, NON-STOP MUSIC LIBRARY, LLC, NON-STOP INTERNATIONAL PUBLISHING, LLC, NON-STOP OUTRAGEOUS PUBLISHING, LLC AND NON-STOP CATACLYSMIC MUSIC, LLC (each, a “Subsidiary Guarantor,” and collectively, the “Subsidiary Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Trustee”).
WHEREAS, the Company, the guarantors parties thereto and the Trustee entered into an Indenture dated as of April 8, 2004, as amended by the First Supplemental Indenture, dated as of November 16, 2004 among the Company, the Trustee, WEA Urban LLC and WEA Rock LLC (since renamed Asylum Records LLC and East West Records LLC, respectively), as further amended by the Second Supplemental Indenture, dated as of May 17, 2005, among the Company, the Trustee, NonZero, LLC (since renamed Cordless Recordings LLC) and The Biz LLC, as further amended by the Third Supplemental Indenture, dated as of September 28, 2005, among the Company, the Trustee and Lava Records LLC, as further amended by the Fourth Supplemental Indenture, dated as of October 26, 2005, among the Company, the Trustee and BB Investments LLC, as further amended by the Fifth Supplemental Indenture, dated as of November 29, 2005, among the Company, the Trustee and Perfect Game Recording Company LLC, as further amended by the Sixth Supplemental Indenture, dated as of June 30, 2006, among the Company, the Trustee, En Acquisition Corp., Rep Sales, Inc., Restless Acquisition Corp., Ryko Corporation, Rykodisc, Inc., Rykomusic, Inc., Warner Music Austria Beteiligungsmanagement GmbH, Warner Music Austria Holding GmbH, Warner Music Canada Asset Holdings LLC and Warner Music Investments Luxembourg S.a.r.l., as further amended by the Seventh Supplemental Indenture, dated as of September 29, 2006, among the Company, the Trustee, Alternative Distribution Alliance, Maverick Recording Company and Maverick Partner Inc., as further amended by the Eighth Supplemental Indenture, dated as of November 29, 2006, among the Company, the Trustee, Atlantic Productions LLC and FBR Investments LLC, and as further amended by the Ninth Supplemental Indenture, dated as of August 3, 2007, among the Company, the Trustee, Atlantic Mobile LLC, Atlantic Scream LLC, Bulldog Entertainment Group LLC, Bulldog Island Events LLC, Griffen Corp. and Non-stop Music Holdings Inc. (collectively, the “Indenture”), for the benefit of each other and for the equal and ratable benefit of the Holders of the U.S. Dollar-denominated 7 3/ 8% Senior Subordinated Notes due 2014 and the Sterling-denominated 8 1/8% Senior Subordinated Notes due 2014 (the “Notes”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Indenture;
WHEREAS, Section 4.16 of the Indenture requires the Company to cause certain Restricted Subsidiaries to execute and deliver a supplemental indenture to the Indenture providing for issuance by such Restricted Subsidiary of a Subsidiary Guarantee of payment of the Notes;
WHEREAS, Section 9.01(6) of the Indenture provides that, without the consent of the Holders, the Company and the Trustee, together, may amend or supplement the Indenture, the Guarantees and the Notes without notice to or consent of any Holder to add a Guarantee of the Notes;
WHEREAS, the Company and the Subsidiary Guarantors desire and have requested the Trustee to join with it in the execution and delivery of this Tenth Supplemental Indenture;
NOW, THEREFORE, in consideration of the addition of the Subsidiary Guarantors named below as Subsidiary Guarantors hereunder, the Company and each of the Subsidiary Guarantors named below covenant and agree with the Trustee as follows:
1. Each of Non-Stop Music Publishing, LLC, Non-Stop Productions, LLC, Non-Stop Music Library, LLC, Non-Stop International Publishing, LLC, Non-Stop Outrageous Publishing, LLC and Non-Stop Cataclysmic Music, LLC shall become a Subsidiary Guarantor as of the date of this Tenth Supplemental Indenture by execution and delivery of this Tenth Supplemental Indenture.
2. The Indenture, as supplemented and amended by this Tenth Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Tenth Supplemental Indenture shall be read, taken and construed as one and the same instrument.
3. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Tenth Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
4. All covenants and agreements in this Tenth Supplemental Indenture by the Company and each of the Subsidiary Guarantors shall bind their respective successors and assigns, whether so expressed or not.
5. In case any provision in this Tenth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6. Nothing in this Tenth Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders any benefit or any legal or equitable right, remedy or claim under this Tenth Supplemental Indenture.
7. THIS TENTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. This Tenth Supplemental Indenture shall comply with the Trust Indenture Act as then in effect.
9. The Tenth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
10. In case any one or more of the provisions of this Tenth Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.
2
11. The recitals contained herein shall be taken as statements of the Issuer and each of the Subsidiary Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of the Indenture, this Tenth Supplemental Indenture or of the Notes and shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.
3
IN WITNESS WHEREOF, the parties have executed this Tenth Supplemental Indenture as of the date first written above.
| WMG ACQUISITION CORP. | ||
| By: | /s/ Paul Robinson | |
| Name: | Paul Robinson | |
| Title: | Executive Vice President, General Counsel | |
| NON-STOP MUSIC PUBLISHING, LLC, | ||
| By: | /s/ Paul Robinson | |
| Name: | Paul Robinson | |
| Title: | Vice President | |
| NON-STOP PRODUCTIONS, LLC, | ||
| By: | /s/ Paul Robinson | |
| Name: | Paul Robinson | |
| Title: | Vice President | |
| NON-STOP MUSIC LIBRARY, LLC, | ||
| By: | /s/ Paul Robinson | |
| Name: | Paul Robinson | |
| Title: | Vice President | |
4
| NON-STOP INTERNATIONAL PUBLISHING, LLC, | ||
| By: | /s/ Paul Robinson | |
| Name: | Paul Robinson | |
| Title: | Vice President | |
| NON-STOP OUTRAGEOUS PUBLISHING, LLC, | ||
| By: | /s/ Paul Robinson | |
| Name: | Paul Robinson | |
| Title: | Vice President | |
| NON-STOP CATACLYSMIC, LLC, | ||
| By: | /s/ Paul Robinson | |
| Name: | Paul Robinson | |
| Title: | Vice President | |
5
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee | ||
| By: | /s/ Timothy Mowdy | |
| Name: | Timothy Mowdy | |
| Title: | Vice President | |
6
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/29/07 | 8-K | ||
| 11/28/07 | ||||
| For Period End: | 9/30/07 | 5 | ||
| 8/3/07 | ||||
| 11/29/06 | ||||
| 9/29/06 | 8-K | |||
| 6/30/06 | 10-Q, 8-K | |||
| 11/29/05 | ||||
| 10/26/05 | 8-K | |||
| 9/28/05 | ||||
| 5/17/05 | ||||
| 11/16/04 | ||||
| 4/8/04 | ||||
| List all Filings | ||||