**Exhibit 10.1**

 

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WMG ACQUISITION CORP. 

Issuer 

RHINO NAME & LIKENESS HOLDINGS, LLC 

RHINO/FSE HOLDINGS, LLC 

NETWORK LICENSING COLLECTION LLC 

and

WELLS FARGO BANK, NATIONAL ASSOCIATION 

Trustee 

 

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ELEVENTH SUPPLEMENTAL INDENTURE 

Dated as ofFebruary 5, 2008 

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 

 

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This ELEVENTH SUPPLEMENTAL INDENTURE is dated asof this 5th day of February 2008 (the “Eleventh Supplemental Indenture”), among WMG ACQUISITION CORP., a Delaware corporation (the “Company”), RHINO NAME & LIKENESS HOLDINGS, LLC, RHINO/FSE HOLDINGS, LLC ANDNETWORK LICENSING COLLECTION 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 Indenturedated 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 SupplementalIndenture, 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, WarnerMusic 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, as further amendedby 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 HoldingsInc., and as further amended by the Tenth Supplemental Indenture, dated as of November 28, 2007, among the Company, the Trustee, Non-Stop Music Publishing, LLC, Non-Stop Productions, LLC, Non-Stop Music Library, LLC, Non-Stop InternationalPublishing, LLC, Non-Stop Outrageous Publishing, LLC and Non-Stop Cataclysmic Music, LLC (collectively, the “Indenture”), for the benefit of each other and for the equal and ratable benefit of the Holders of theU.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 meaningsascribed to such terms in the Indenture; 

WHEREAS, Section 4.16 of the Indenture requires the Company to cause certainRestricted 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 orsupplement 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 Eleventh Supplemental Indenture; 

 

NOW, THEREFORE, in consideration of the addition of the Subsidiary Guarantors named below as SubsidiaryGuarantors hereunder, the Company and each of the Subsidiary Guarantors named below covenant and agree with the Trustee as follows: 

1.    Each of Rhino Name & Likeness Holdings, LLC, Rhino/FSE Holdings, LLC and Network Licensing Collection LLC shall become a Subsidiary Guarantor as of the date of this Eleventh Supplemental Indenture byexecution and delivery of this Eleventh Supplemental Indenture. 

2.    The Indenture, as supplemented and amended bythis Eleventh Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Eleventh 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 thisEleventh Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. 

4.    All covenants and agreements in this Eleventh 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 Eleventh 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 Eleventh 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 equitableright, remedy or claim under this Eleventh Supplemental Indenture. 

7.    THIS ELEVENTH SUPPLEMENTAL INDENTURE AND THENOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

8.    This EleventhSupplemental Indenture shall comply with the Trust Indenture Act as then in effect. 

9.    The Eleventh SupplementalIndenture 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 Eleventh 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 intendedthat all of the provisions hereof shall be enforceable to the full extent permitted by law. 

11.    The recitalscontained 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 theIndenture, this Eleventh 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. 

 

IN WITNESS WHEREOF, the parties have executed this Eleventh Supplemental Indenture as of the date firstwritten above. 

 
WMG ACQUISITION CORP.By: 
*/s/ Paul Robinson*
Name: Paul RobinsonTitle: Executive Vice President, General Counsel and SecretaryRHINO NAME & LIKENESS HOLDINGS, LLC *By:* *Warner Music Inc.*By: 
*/s/ Paul Robinson*
Name: Paul RobinsonTitle: Vice PresidentRHINO/FSE HOLDINGS, LLC *By:* *Rhino Name & Likeness Holdings, LLC*By: 
*/s/ Paul Robinson*
Name: Paul RobinsonTitle: Vice PresidentNETWORK LICENSING COLLECTION LLC *By:* *Warner Music Inc.*By: 
*/s/ Paul Robinson*
Name: Paul RobinsonTitle: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee
By: 
*/s/ Jeffery Rose*
Name: Jeffery RoseTitle: Vice President