Exhibit 4.2


 





















 




 





WMG ACQUISITION CORP.


Issuer


 


THE SUBSIDIARY GUARANTORS PARTIES HERETO


 


And


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


Trustee


 










 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of November 16, 2004


 


TO


 


INDENTURE


 


Dated as of April 8, 2004


 


U.S. Dollar-denominated 73/8%
Senior Subordinated Notes due 2014


 


Sterling-denominated 81/8% Senior
Subordinated Notes due 2014


 





















 


This FIRST SUPPLEMENTAL
INDENTURE is dated as of this 16th day of November, 2004 (the “First
Supplemental Indenture”), among WMG ACQUISITION CORP., a Delaware corporation
(the “Issuer”), the Subsidiary Guarantors parties hereto (as listed below) and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Trustee”).


 


WHEREAS,
the Issuer, the Subsidiary Guarantors and the Trustee entered into an Indenture
dated as of April 8, 2004 (the “Indenture”) for the benefit of each other and
for the equal and ratable benefit of the Holders of the U.S. Dollar-denominated
73/8% Senior Subordinated Notes due 2014 and the
Sterling-denominated 81/8% 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 Issuer 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, the foregoing
amendment is permitted under Section 9.01(6) of the Indenture.


 


WHEREAS,
the Issuer and the Subsidiary Guarantors desire and have requested the Trustee to join with it in the execution and
delivery of this First Supplemental Indenture,


 


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


 


1.   The following Subsidiary
Guarantors shall become Subsidiary Guarantors as of the date of this First
Supplemental Indenture by execution and delivery of this First Supplemental Indenture:


 


WEA Rock LLC


WEA Urban LLC


 


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


 


4.   All covenants and agreements
in this First Supplemental Indenture by the Company and the Guarantors shall
bind their respective successors and assigns, whether so expressed or not.


 


5.   In case any provision in this
First 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 First
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 First
Supplemental Indenture.


 


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


 





















 


8.   All terms used in this First
Supplemental Indenture not otherwise defined herein that are defined in the
Indenture shall have the meanings set forth therein.


 


9.   This First 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. The recitals contained herein shall be taken as statements of
the Issuer and 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 First 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 First Supplemental Indenture as of the date first
written above.


 


 


	
   

  	
  WMG ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul M. Robinson

  	
   

  
	
   

  	
   

  	
  Name:
  Paul M. Robinson

  
	
   

  	
   

  	
  Title:
  Sr. Vice President, Deputy General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEA ROCK LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul M. Robinson

  	
   

  
	
   

  	
   

  	
  Name:
  Paul M. Robinson

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEA URBAN LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul M. Robinson

  	
   

  
	
   

  	
   

  	
  Name:
  Paul M. Robinson

  
	
   

  	
   

  	
  Title:
  Vice President

  



 





















 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: