WMG ACQUISITION CORP., as Issuer and the Guarantors, if any, from time to time parties hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and CREDIT SUISSE AG as Notes Authorized Agent and as Collateral Agent INDENTURE DATED AS OF NOVEMBER 1,...Indenture • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
INDENTURE, dated as of November 1, 2012 (as amended, supplemented, waived or otherwise modified from time to time, this “Indenture”), among WMG ACQUISITION CORP., a Delaware corporation, as issuer, the Guarantors, if any, from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and CREDIT SUISSE AG, as Notes Authorized Agent and as Collateral Agent.
INCREMENTAL COMMITMENT AMENDMENTCredit Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
CREDIT AGREEMENT, dated as of November 1, 2012, among WMG ACQUISITION CORP. (as further defined in Section 1.1, the “Borrower”), a Delaware corporation, the several banks and other financial institutions from time to time party hereto (as further defined in Section 1.1, the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity and as further defined in Section 1.1, the “Administrative Agent”) for the Lenders hereunder.
WARNER/CHAPPELL MUSIC, INC. 10585 Santa Monica Boulevard Los Angeles, CA 90025Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services • California
This letter, when signed by you and countersigned by us (“Company”), shall, subject to (a) your successful completion of the employment application process (including, without limitation, completion of a criminal background investigation and reference checks) in accordance with Company’s policy to the reasonable satisfaction of Company and (b) obtaining any requisite employment authorization (including a work visa), constitute our agreement (the “Agreement”) with respect to your employment with Company. Reference is made to the service agreement between you and Warner/Chappell Music Limited of even date herewith (the “UK Service Agreement”) and capitalized terms not defined herein shall have the meanings set forth in the UK Service Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services
This Indemnification Agreement (“Agreement”) is made and entered into as of this [ ] day of [ ], 2011, by and between Warner Music Group Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF AWARD AGREEMENTAward Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services
As a current participant in the Warner Music Group Corp. Senior Management Free Cash Flow Plan (as amended, the “Plan”; capitalized terms used but not defined herein have the meanings ascribed to them in the Plan), you have the opportunity to receive a one-time award of [ ] additional Deferred Equity Units (the “Award”), at the same time that you are granted Deferred Equity Units in respect of your 2013 free cash flow bonus under the Plan, but only if you agree to the terms and conditions described below. This Award is being made under the Plan, and, except as expressly provided in this letter, the Award is subject to all the terms and conditions of the Plan.
Dated 8 January 2019 and SERVICE AGREEMENTService Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services
CREDIT AGREEMENT among WMG ACQUISITION CORP., as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, CREDIT SUISSE AG, as Administrative Agent, BARCLAYS BANK PLC, UBS SECURITIES LLC, as Syndication Agents, and CREDIT SUISSE SECURITIES (USA) LLC,...Credit Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
CREDIT AGREEMENT, dated as of November 1, 2012, among WMG ACQUISITION CORP. (as further defined in Section 1.1, the “Borrower”), a Delaware corporation, the several banks and other financial institutions from time to time party hereto (as further defined in Section 1.1, the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity and as further defined in Section 1.1, the “Administrative Agent”) for the Lenders hereunder.
GUARANTEEWarner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
Warner Music Group Corp. (the “Guarantor”) hereby unconditionally guarantees WMG Acquisition Corp.’s 4.875% Senior Secured Notes due 2024 (the “Dollar Notes”) and 4.125% Senior Secured Notes due 2024 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”) issued pursuant to the Indenture, dated as of November 1, 2012 (the “Secured Notes Base Indenture”), by and among WMG Acquisition Corp., a Delaware corporation, as issuer (the “Issuer”), the guarantors party thereto (the “Guarantors”), Wells Fargo Bank, National Association, as Trustee (the “Trustee”) and Credit Suisse AG, as Notes Authorized Agent and as Collateral Agent, as supplemented by (i) in the case of the Dollar Notes, the Sixth Supplemental Indenture, dated as of October 18, 2016 (the “Sixth Supplemental Indenture”), by and among the Issuer, the Guarantors and the Trustee and (ii) in the case of the Euro Notes, the Seventh Supplemental Indenture, dated as of October 18, 2016 (the “Seventh Supplemental Indenture”)
SUBSIDIARY GUARANTY Dated as of January 31, 2018 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINSubsidiary Guaranty • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SUBSIDIARY GUARANTY dated as of January 31, 2018 (the “Guaranty”) made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 9) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, a “Guarantor”) and, solely with respect to the reaffirmation in Section 18, WMG Holdings Corp., a Delaware corporation (“Holdings”), in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
GUARANTEE AGREEMENT Dated as of November 1, 2012 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINGuarantee Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
GUARANTEE AGREEMENT dated as of November 1, 2012 (the “Guarantee”) made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 9) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
Dated: 20 March 2017 and SERVICE AGREEMENTService Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services
MANAGEMENT AGREEMENTManagement Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • Delaware
This Management Agreement (this “Agreement”) is made as of July 20, 2011, by and among Warner Music Group Corp., a Delaware corporation (the “Company”), WMG Holdings Corp., a Delaware corporation (“WMG Holdings”), and Access Industries, Inc., a New York corporation (“Access”).
WARNER MUSIC INC. New York, NY 10019Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
This letter, when signed by you and countersigned by us (“Company”), shall constitute our agreement (the “Agreement”) with respect to your employment with Company.
SECURITY AGREEMENT dated as of November 1, 2012 Among The GRANTORS referred to herein as Grantors, CREDIT SUISSE AG as Collateral Agent, CREDIT SUISSE AG as Term Loan Authorized Representative, CREDIT SUISSE AG as Revolving Authorized Representative,...Security Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SECURITY AGREEMENT dated as of November 1, 2012 (this “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 and the Additional Grantors (the Company, Holdings, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), CREDIT SUISSE AG, as collateral agent for the Secured First Lien Parties (as defined below) (in such capacity together with its successors and assigns in such capacity, the “Collateral Agent”), CREDIT SUISSE AG, as Administrative Agent under the Term Loan Credit Agreement (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Term Loan Authorized Representative”), CREDIT SUISSE AG, as Administrative Agent under the Revolving Credit Agreement (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Revolving Authori
WARNER MUSIC GROUP New York, NY 10019Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services • New York
This letter, when signed by you and countersigned by us (“Company”), shall, subject to your successful completion of the employment application process (including but not limited to completion of a criminal background investigation and reference checks) in accordance with Company’s policy to the reasonable satisfaction of Company, constitute our agreement (the “Agreement”) with respect to your employment with Company.
WMG ACQUISITION CORP., as Issuer and the Guarantors, if any, from time to time parties hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF APRIL 9, 2014 PROVIDING FOR THE ISSUANCE OF NOTES IN SERIESRefinancing Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
INDENTURE, dated as of April 9, 2014 (as amended, supplemented, waived or otherwise modified from time to time, this “Indenture”), among WMG ACQUISITION CORP., a Delaware corporation, as issuer, the Guarantors, if any, from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
WARNER MUSIC INC. New York, New York 10019Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
This letter, when signed by you and countersigned by Company (the “Amendment Date”), shall constitute our agreement to amend the Agreement as set forth herein. Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement.
THE FORD FACTORY CAMPUS, LOS ANGELES, CALIFORNIA OFFICE LEASE SRI TEN SANTA FE LLC, a Delaware limited liability company, Landlord and WMG ACQUISITION CORP., a Delaware corporation, Tenant DATED AS OF: October 7, 2016Office Lease • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • California
THIS LEASE is made as of the 7th day of October, 2016, between SRI TEN SANTA FE LLC, a Delaware limited liability company (“Landlord”), and WMG ACQUISITION CORP., a Delaware corporation (“Tenant”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
This Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of November 1, 2012, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Credit Suisse AG, as collateral agent (the “Collateral Agent”) for the Secured First Lien Parties (as defined in the Security Agreement referred to below).
WARNER MUSIC INC. New York, NY 10019Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
This letter, when signed by you and countersigned by Company, shall constitute our agreement to amend the Agreement as set forth herein. Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement.
PARAMOUNT GROUP, INC. as Agent for PGREF I 1633 BROADWAY TOWER, L.P.Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
LEASE, dated as of October 1, 2013, between PARAMOUNT GROUP, INC., a Delaware corporation, as Agent for PGREF I 1633 BROADWAY TOWER, L.P., a Delaware limited partnership (Landlord), having offices at 1633 Broadway, Suite 1801, New York, NY 10019 and WMG ACQUISITIONS CORP. (“Tenant”), a Delaware corporation, with a Federal Tax Identification Number of 68-0576630 and having an office at 75 Rockefeller Plaza, New York, NY 10019 (“Lease”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WMG MANAGEMENT HOLDINGS, LLC Dated as of March 10, 2017Limited Liability Company Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • Delaware
This Second Amended and Restated Limited Liability Company Agreement of WMG Management Holdings, LLC, dated as of March 10, 2017, is entered into by the Company, AI Entertainment Management, LLC (the “Managing Member”) and the Persons listed on Schedule A attached hereto, as the same may be amended from time to time (the “Members”).
WARNER/CHAPPELL MUSIC, INC. 10585 Santa Monica Boulevard Burbank, CA 91505Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
This letter, when signed by you and countersigned by Company, shall constitute our agreement to amend the Agreement as set forth herein. Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement.
GUARANTYGuaranty • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services
Each of the entities listed on Schedule “A” attached hereto and forming a part hereof (each a “Guarantor” and collectively, the “Guarantors”), acknowledges and agrees that Paramount Group, Inc., as agent for PGREF I 1633 Broadway Tower, L.P. (hereinafter called “Landlord”), having an office c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, NY 10019 and WMG Acquisition Corp. (the “Tenant”) shall enter into that certain lease (as the same may hereafter be amended, the “Lease”) dated October 1, 2013, covering certain premises (the “Premises”) as more particularly described in the Lease in the building (the “Building”) known as 1633 Broadway, New York, New York.
COPYRIGHT SECURITY AGREEMENTSecurity Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
This Copyright Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of November 1, 2012, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Credit Suisse AG, as collateral agent (the “Collateral Agent”) for the Secured First Lien Parties (as defined in the Security Agreement referred to below).
WARNER/CHAPPELL MUSIC, INC. 10585 Santa Monica Boulevard Los Angeles, CA 90025Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
This letter, when signed by you and countersigned by Company, shall constitute our agreement to amend the Agreement as set forth herein. Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement.
FIRST AMENDMENTCredit Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 9, 2019 among WMG Acquisition Corp. (the “Borrower”) and Credit Suisse AG, as Administrative Agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this First Amendment).
SECOND AMENDMENTSecond Amendment • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
SECOND AMENDMENT, dated as of July 15, 2016 (this “Second Amendment”), to the Existing Credit Agreement referred to below among WMG Acquisition Corp., a Delaware corporation (together with its successors and assigns, the “Borrower”), the other Loan Parties (as defined in the Credit Agreement (as defined below)) parties hereto, WMG Holdings Corp., a Delaware corporation (together with its successors and assigns, “Holdings”), the several banks and financial institutions parties hereto as Lenders and the Administrative Agent (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement (as amended by this Second Amendment).
WARNER MUSIC INC. New York, NY 10019Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
This letter, when signed by you and countersigned by Company, shall constitute our agreement to amend the Agreement as set forth herein. Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement.
INCREASE SUPPLEMENTIncrease Supplement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
INCREASE SUPPLEMENT, dated as of March 14, 2018 (this “Increase Supplement”, to the Credit Agreement referred to below, among WMG ACQUISITION CORP., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement) party hereto, WMG HOLDINGS CORP., a Delaware corporation (“Holdings”), the Increasing Lender (as defined below) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
PATENT SECURITY AGREEMENTPatent Security Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
This Patent Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of November 1, 2012, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Credit Suisse AG, as collateral agent (the “Collateral Agent”) for the Secured First Lien Parties (as defined in the Security Agreement referred to below).
WARNER MUSIC INC. New York, New York 10019Warner Music Group Corp. • February 6th, 2020 • Services-amusement & recreation services
This letter, when signed by you and countersigned by Company, shall constitute our agreement to amend the Agreement as set forth herein. Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement.
CREDIT AGREEMENT dated as of January 31, 2018 among WMG ACQUISITION CORP., as Borrower, THE LENDERS PARTY HERETO, And CREDIT SUISSE AG, as Administrative Agent, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, MORGAN...Credit Agreement • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York
This CREDIT AGREEMENT (“Agreement”) is dated as of January 31, 2018 (the “Restatement Date”), among WMG ACQUISITION CORP., a Delaware corporation (the “Borrower”), each LENDER from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”).
