EX-4.2





 Exhibit 4.2 

SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF 

DOLLAR-DENOMINATED NOTES 
 WMG
ACQUISITION CORP. 
 as Issuer 

and 
 the Subsidiary Guarantors
from time to time party to the Indenture 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Trustee 
  

 
 THIRD
SUPPLEMENTAL INDENTURE 
 DATED AS OF AUGUST 12, 2020 

to the 
 INDENTURE 

DATED AS OF JUNE 29, 2020 

Providing for the Issuance of 

3.000% Senior Secured Notes Due 2031 












 THIRD SUPPLEMENTAL INDENTURE, dated as of August 12, 2020 (this “Supplemental
Indenture”), among WMG Acquisition Corp. (together with its successors and assigns, the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”),
and Wells Fargo Bank, National Association, as Trustee. 
 W I T N E S S E T H: 

WHEREAS, the Company, the Subsidiary Guarantors, the Trustee, the Notes Authorized Representative and the Collateral Agent are party to the
Indenture, dated as of June 29, 2020 (as amended, supplemented, waived or otherwise modified from time to time, the “Indenture”), which provides for the issuance from time to time of Notes by the Company; 

WHEREAS, Section 9.01(8) of the Indenture provides that the Company may provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture as of the Closing Date; 
 WHEREAS, in connection with the issuance of the 2031 Notes (as defined
herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the 2031 Notes as hereinafter described; and 

WHEREAS, pursuant to Section 9.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture
to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders as follows: 

1.    Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture. 
 2.    Title of Notes. There shall be a series of Notes of the Company designated the
“3.000% Senior Secured Notes due 2031” (the “2031 Notes”), which Notes shall be Dollar-denominated. 

3.    Maturity Date. The Maturity Date of the 2031 Notes shall be February 15, 2031. 

4.    Interest and Interest Rates. Interest on the outstanding principal amount of 2031 Notes will accrue at the
rate of 3.000% per annum and will be payable semi-

  
 2 













 
annually in arrears on February 15 and August 15 in each year, commencing on February 15, 2021, to holders of record on the immediately preceding February 1 and August 1,
respectively (each such February 1 and August 1, a “Record Date”). Interest on the 2031 Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest has been paid, from
August 12, 2020, except that interest on any Additional 2031 Notes (as defined below) issued on or after the first Interest Payment Date (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the
most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from August 12, 2020 (or if the date of issuance of such Additional 2031 Notes is an Interest Payment Date, from such date of issuance);
provided that if any 2031 Note and any Exchange Notes issued in exchange therefor are surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on such Note
received in exchange thereof will accrue from such Interest Payment Date. 
 5.    No Limitation on Aggregate
Principal Amount. The aggregate principal amount of 2031 Notes that may be authenticated and delivered and outstanding under the Indenture is not limited. The aggregate principal amount of the 2031 Notes shall initially be $550 million. The
Company may from time to time, without the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the 2031 Notes in all respects or in all respects except for issue date, issue price and, if applicable, the
first date on which interest accrues and the first payment of interest thereon. Additional Notes issued in this manner will be consolidated with, and will form a single series with, the 2031 Notes (any such Additional Notes, “Additional 2031
Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the Company, as contemplated by Section 2.01 of the Indenture. 

6.    Redemption. (a) The 2031 Notes may be redeemed, in whole or in part, at any time prior to
February 15, 2026, at the option of the Company, at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable Redemption
Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant interest payment date). 

“Applicable Premium” means, with respect to any 2031 Note on any applicable Redemption Date, the greater of: 

(1)    1.0% of the then outstanding principal amount of such 2031 Note; and 

(2)    the excess, if any, of: 

(a)    the present value at such redemption date of (i) the redemption price of the 2031 Note at
February 15, 2026 (such redemption price being 

  
 3 













 
set forth in the table appearing in Section 6(b)) plus (ii) all required remaining scheduled interest payments due on the 2031 Note through February 15, 2026 (excluding
accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 75.0 basis points; over 

(b) the then outstanding principal amount of the 2031 Note. 

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to February 15, 2026; provided, that if the Treasury Rate determined in
accordance with the foregoing shall be less than zero, the Treasury Rate shall be deemed to be zero for all purposes of the Indenture. 

(b)    On or after February 15, 2026, the Company may redeem all or a part of the 2031 Notes, at its option, at the
redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2031 Notes to be redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on
February 15 of the years indicated below: 
  

					
	Year	  	Percentage	 
	 2026
	  	 	101.500	% 
	 2027
	  	 	101.000	% 
	 2028
	  	 	100.500	% 
	 2029 and thereafter
	  	 	100.000	% 

 (c)    At any time prior to August 15, 2023, the Company may on any one or more
occasions redeem up to 40% of the aggregate principal amount of 2031 Notes (including the aggregate principal amount of any Additional 2031 Notes) issued under the Indenture, at its option, at a redemption price equal to 103.000% of the principal
amount of the 2031 Notes redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption (subject to the rights of Holders on the relevant Record Date to receive interest on the relevant interest payment date) (each, a
“Note Equity Offering Redemption”), with funds in an aggregate amount not exceeding the net cash proceeds of one or more Equity Offerings by the Company or any contribution to the Company’s common equity capital made with the
net cash proceeds of one or more Equity Offerings by the Company’s direct or indirect parent; provided that: 

  
 4 













 (i)    at least 50% of the aggregate principal amount of 2031 Notes
originally issued under the Indenture (including the aggregate principal amount of any Additional 2031 Notes) remains outstanding immediately after the occurrence of such redemption (unless all such 2031 Notes are otherwise repurchased or redeemed
substantially concurrently with the corresponding Note Equity Offering Redemption); and 
 (ii)    notice of such
redemption is given no more than 180 days after the date of, and may be conditioned upon, the closing of such Equity Offering. 

(d)    In addition, during any twelve-month period prior to February 15, 2026, the Company may redeem up to 10% of
the original aggregate principal amount of the 2031 Notes (including the principal amount of any Additional 2031 Notes) at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). 

(e)    The Company may acquire 2031 Notes by means other than a redemption, whether by tender offer, open market
purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture. 

(f)    Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more
conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transactions or event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof.

 7.    [Reserved]. 

8.    Form. The 2031 Notes shall be issued substantially in the form set forth, or referenced, in Article Two of
the Indenture, and Exhibit A-1 or Exhibit C-1 attached to the Indenture, in each case as provided for in Section 2.02 of the Indenture (as such form may be modified
in accordance with Section 2.01 of the Indenture). 
 9.    Governing Law. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

10.    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby,
the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force 

  
 5 













 
and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture. 

11.    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 
 12.    Effect of Headings. The
Section headings herein are for convenience only and shall not affect the construction hereof. 
 13.    Electronic
Execution of Documents. The words “execution”, “signed”, “signature”, and words of like import in any amendment, supplement or other modification hereof (including waivers and consents) shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act. Without limitation to the foregoing, and anything in this Supplemental Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, company order, Opinion of Counsel, Note, amendment, notice,
direction, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to the Indenture or this Supplemental
Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats and (b) all references to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or
attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats. The Trustee shall have no duty to inquire into or investigate
the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. 

  
 6 













 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	WMG ACQUISITION CORP.
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Executive Vice President, General Counsel and Secretary



  
 [Signature Page to Third
Supplemental Indenture] 














	
	Guarantors:
	
	 A.P. SCHMIDT CO.
 ARTS MUSIC INC.

ATLANTIC RECORDING CORPORATION
 ATLANTIC/MR VENTURES INC.

AUDIO PROPERTIES/BURBANK, INC.
 BIG BEAT RECORDS INC.

CAFÉ AMERICANA INC.
 CHAPPELL MUSIC COMPANY, INC.

COTA MUSIC, INC.
 COTILLION MUSIC, INC.

CRK MUSIC INC.
 E/A MUSIC, INC.

ELEKSYLUM MUSIC, INC.
 ELEKTRA ENTERTAINMENT GROUP INC.

ELEKTRA GROUP VENTURES INC.
 ELEKTRA MUSIC GROUP INC.

ELEKTRA/CHAMELEON VENTURES INC.
 FHK, INC.

FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.
 FOSTER FREES MUSIC,
INC.
 GENE AUTRY’S WESTERN MUSIC PUBLISHING CO.
 GOLDEN
WEST MELODIES, INC.
 INSOUND ACQUISITION INC.
 INTERSONG
U.S.A., INC.
 J. RUBY PRODUCTIONS, INC.
 JADAR MUSIC CORP.

LEM AMERICA, INC.
 LONDON-SIRE RECORDS INC.

MAVERICK PARTNER INC.
 MCGUFFIN MUSIC INC.

MELODY RANCH MUSIC CO., INC.
 MIXED BAG MUSIC, INC.

NONESUCH RECORDS INC.

NON-STOP MUSIC HOLDINGS, INC.

OCTA MUSIC, INC.
 PEPAMAR MUSIC CORP.

REP SALES, INC.




  
 [Signature Page to Third
Supplemental Indenture] 














	
	(cont-d):
	
	 REVELATION MUSIC PUBLISHING CORPORATION
 RHINO
ENTERTAINMENT COMPANY
 RICK’S MUSIC INC.
 RIDGEWAY MUSIC
CO., INC.
 RIGHTSONG MUSIC INC.
 ROADRUNNER RECORDS, 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.
 THE ALL BLACKS U.S.A., INC.

TOMMY VALANDO PUBLISHING GROUP, INC.
 UNICHAPPELL MUSIC INC.

W.C.M. MUSIC CORP.
 WALDEN MUSIC INC.

WARNER ALLIANCE MUSIC INC.
 WARNER BRETHREN INC.

WARNER MUSIC PUBLISHING INTERNATIONAL INC.
 WARNER RECORDS
INC.
 WARNER CUSTOM MUSIC CORP.
 WARNER DOMAIN MUSIC INC.

WARNER MUSIC DISCOVERY INC.
 WARNER MUSIC LATINA INC.

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




  
 [Signature Page to Third
Supplemental Indenture] 














	
	(cont-d):
	
	 WARNERSONGS, INC.
 WARNER-TAMERLANE PUBLISHING
CORP.
 WARPRISE MUSIC INC.
 WC GOLD MUSIC CORP.

W CHAPPELL MUSIC CORP.
 WCM/HOUSE OF GOLD MUSIC, INC.

WARNER RECORDS/QRI VENTURE, INC.
 WARNER RECORDS/RUFFNATION
VENTURES, INC.
 WEA EUROPE INC.
 WEA INC.

WEA INTERNATIONAL INC.
 WIDE MUSIC, INC.

WMG RHINO HOLDINGS INC.
 ARTIST ARENA LLC

ASYLUM LLC
 ASYLUM RECORDS LLC

ASYLUM WORLDWIDE LLC
 ATLANTIC MOBILE LLC

ATLANTIC PIX LLC
 ATLANTIC PRODUCTIONS LLC

ATLANTIC RECORDING LLC
 ATLANTIC SCREAM LLC

ATLANTIC/143 L.L.C.
 BB INVESTMENTS LLC

BULLDOG ISLAND EVENTS LLC
 BUTE SOUND LLC

CORDLESS RECORDINGS LLC
 EAST WEST RECORDS LLC

ELEKTRA MUSIC LLC
 ELEKTRA RECORDS LLC

FERRET MUSIC HOLDINGS LLC
 FERRET MUSIC LLC

FERRET MUSIC MANAGEMENT LLC
 FERRET MUSIC TOURING LLC

FOZ MAN MUSIC LLC
 FUELED BY RAMEN LLC

LAVA RECORDS LLC
 MM INVESTMENT LLC

P & C PUBLISHING LLC




  
 [Signature Page to Third
Supplemental Indenture] 














	
	(cont-d):
	
	 RHINO NAME & LIKENESS HOLDINGS, LLC

RHINO ENTERTAINMENT LLC
 RHINO FOCUS HOLDINGS LLC

RHINO/FSE HOLDINGS, LLC
 SODATONE USA LLC

T-BOY MUSIC, L.L.C.
 T-GIRL MUSIC, L.L.C.
 THE BIZ LLC

UPPED.COM LLC
 UPROXX LLC

WARNER MUSIC DISTRIBUTION LLC
 WARNER MUSIC NASHVILLE LLC

WARNER RECORDS/SIRE VENTURES LLC
 WARNER RECORDS LLC

WMG COE, LLC
 WMG PRODUCTIONS LLC

WRONG MAN DEVELOPMENT LIMITED LIABILITY COMPANY



  

			
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. 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 M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Executive Vice President, General Counsel & Secretary



  
 [Signature Page to Third
Supplemental Indenture] 













 
			
	 615 MUSIC LIBRARY, LLC
  

By: Six-Fifteen Music Productions, Inc., its Sole Member

		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Vice President & Secretary
	
	ARTIST ARENA INTERNATIONAL, LLC
	
	By: Artist Arena LLC, its Sole Member
	
	By: Warner Music Inc., its Sole Member
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Executive Vice President, General Counsel & Secretary
	
	ALTERNATIVE DISTRIBUTION ALLIANCE
	
	By: Warner Music Distribution LLC, its Managing Partner
	
	By: Rep Sales, Inc., its Sole Member and Manager
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Vice President & Secretary



  
 [Signature Page to Third
Supplemental Indenture] 














			
	MAVERICK RECORDING COMPANY
	
	By: SR/MDM Venture Inc., its Managing Partner
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Vice President & Secretary
	
	NON-STOP CATACLYSMIC MUSIC, LLC
NON-STOP INTERNATIONAL PUBLISHING, LLC
NON-STOP OUTRAGEOUS
PUBLISHING, LLC
	
	By: Non-Stop Music Publishing, LLC, their Sole Member
	
	By: Non-Stop Music Holdings, Inc., its Sole Member
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	 Vice President & Secretary




  
 [Signature Page to Third
Supplemental Indenture] 













 
			
	 NON-STOP MUSIC LIBRARY, L.C.

NON-STOP MUSIC PUBLISHING, LLC

NON-STOP PRODUCTIONS, LLC

	
	By: Non-Stop Music Holdings, Inc., their Sole Member
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	 Paul M. Robinson

	Title:	 	 Vice President & Secretary




  
 [Signature Page to Third
Supplemental Indenture] 













 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Stefan Victory

		 	 Authorized Signatory




  
 [Signature Page to Third
Supplemental Indenture]