Ninth Supplemental Indenture, dated as of August 3, 2007



 Exhibit 10.1 
  

  
 WMG ACQUISITION CORP. 
 Issuer 
  
 ATLANTIC MOBILE LLC 
  
 ATLANTIC SCREAM LLC 
  
 BULLDOG ENTERTAINMENT GROUP LLC 
  
 BULLDOG ISLAND EVENTS
LLC 
  
 GRIFFEN CORP. 
  
 NON-STOP MUSIC HOLDINGS INC. 
  
 and 
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION 
 Trustee 
  

  
 NINTH SUPPLEMENTAL INDENTURE 
  
 Dated as of August 3, 2007 
  
 TO 
  
 INDENTURE 
  
 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 NINTH SUPPLEMENTAL INDENTURE is dated as of this 3rd day of August 2007 (the “Ninth
Supplemental Indenture”), among WMG ACQUISITION CORP., a Delaware corporation (the “Company”), ATLANTIC MOBILE LLC, ATLANTIC SCREAM LLC, BULLDOG ENTERTAINMENT GROUP LLC, BULLDOG ISLAND EVENTS LLC, GRIFFEN CORP., NON-STOP MUSIC
HOLDINGS INC. (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., and 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 (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 Ninth 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 Atlantic Mobile LLC, Atlantic Scream LLC, Bulldog Entertainment Group LLC, Bulldog Island Events LLC, Griffen Corp. and
Non-stop Music Holdings Inc. shall become a Subsidiary Guarantor as of the date of this Ninth Supplemental Indenture by execution and delivery of this Ninth Supplemental Indenture. 
  
 2. The Indenture, as supplemented and amended by this Ninth Supplemental Indenture, is in all respects
ratified and confirmed, and the Indenture and this Ninth 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
Ninth Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. 
  

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 4. All covenants and agreements in this Ninth 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 Ninth 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 Ninth 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 Ninth Supplemental Indenture. 
  
 7. THIS NINTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
  
 8. This Ninth Supplemental
Indenture shall comply with the Trust Indenture Act as then in effect. 
  
 9. The Ninth 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 Ninth 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. 
  
 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 Ninth 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. 
  

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 IN WITNESS WHEREOF, the parties have executed this Ninth Supplemental Indenture as of the date first
written above. 
  

			
	WMG ACQUISITION CORP.
		
	By:	 	 /s/    PAUL
ROBINSON        

	Name:	 	Paul Robinson
	Title:	 	Senior Vice President and Deputy General Counsel
	
	ATLANTIC MOBILE LLC,
		
	By:	 	 /s/    PAUL
ROBINSON        

	Name:	 	Paul Robinson
	Title:	 	Vice President and General Counsel
	
	ATLANTIC SCREAM LLC,
		
	By:	 	 /s/    PAUL
ROBINSON        

	Name:	 	Paul Robinson
	Title:	 	Vice President and General Counsel
	
	BULLDOG ENTERTAINMENT GROUP LLC,
		
	By:	 	 /s/    PAUL
ROBINSON        

	Name:	 	Paul Robinson
	Title:	 	Vice President and General Counsel
	
	BULLDOG ISLAND EVENTS LLC,
		
	By:	 	 /s/    PAUL
ROBINSON        

	Name:	 	Paul Robinson
	Title:	 	Vice President and General Counsel
	
	GRIFFEN CORP.,
		
	By:	 	 /s/    PAUL
ROBINSON        

	Name:	 	Paul Robinson
	Title:	 	Vice President and General Counsel
	
	NON-STOP MUSIC HOLDINGS INC.,
		
	By:	 	 /s/    PAUL
ROBINSON        

	Name:	 	Paul Robinson
	Title:	 	Vice President and General Counsel
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
		
	By:	 	 /s/    JEFFERY
ROSE        

	Name:	 	Jeffery Rose
	Title:	 	Vice President


  

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