Exhibit 10.19


 


WARRANT AGREEMENT (MMT WARRANTS)


 


 


Among


 


 


WMG PARENT CORP.,


 


WMG HOLDINGS CORP.


 


 


and


 


 


HISTORIC TW INC.


 










 


Dated as of February 29, 2004


 










 





















 


TABLE
OF CONTENTS


 


	
  Section 1.

  	
  Definitions.

  	
   

  
	
  Section 2.

  	
  Representations and
  Warranties

  	
   

  
	
  Section 3.

  	
  Warrant Certificates;
  Execution of Warrant Certificates

  	
   

  
	
  Section 4.

  	
  Registration

  	
   

  
	
  Section 5.

  	
  Warrants; Duration and
  Exercise of Warrants; Payment of Taxes

  	
   

  
	
  Section 6.

  	
  Piggyback Rights/Tag Along
  Rights/Drag Along Obligations

  	
   

  
	
  Section 7.

  	
  Reservation of Components

  	
   

  
	
  Section 8.

  	
  Obtaining Governmental
  Approvals and Stock Exchange Listings

  	
   

  
	
  Section 9.

  	
  Certain Adjustments

  	
   

  
	
  Section 10.

  	
  Other Adjustments

  	
   

  
	
  Section 11.

  	
  Fractional Interests

  	
   

  
	
  Section 12.

  	
  Notices to Holders

  	
   

  
	
  Section 13.

  	
  Notices

  	
   

  
	
  Section 14.

  	
  Registration of Transfers
  and Exchanges

  	
   

  
	
  Section 15.

  	
  Mutilated or Missing
  Warrant Certificates

  	
   

  
	
  Section 16.

  	
  Specific Performance

  	
   

  
	
  Section 17.

  	
  Amendments

  	
   

  
	
  Section 18.

  	
  Successors

  	
   

  
	
  Section 19.

  	
  Governing Law

  	
   

  
	
  Section 20.

  	
  Benefits of This Agreement

  	
   

  
	
  Section 21.

  	
  Counterparts

  	
   

  
	
  Section 22.

  	
  [Intentionally Omitted]

  	
   

  
	
  Section 23.

  	
  Certain Sale Transactions

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Election to Purchase

  	
   

  
	
  EXHIBIT B

  	
  Form of Warrant A
  Certificate

  	
   

  
				



 


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WARRANT AGREEMENT (this “Agreement”) dated as
of February 29, 2004, among WMG Parent Corp., a Delaware corporation (the “Company”),
and WMG Holdings Corp., a Delaware corporation (“Midco”), and the
Holders (as defined below).


 


WHEREAS
the Purchaser Entities (as defined below) propose to issue 25 Warrants, as
hereinafter described (the “Warrants”), to purchase Units (as defined
below), in connection with the Purchase Agreement dated as of November 24,
2003, between WMG Acquisition Corp. and Time Warner Inc. (“TWI”) (the “Purchase
Agreement”).


 


WHEREAS
as of the date of this Agreement the Warrants represent the right to acquire
upon exercise in full of the Warrants on the terms and conditions hereof 19.9%
of the total equity of the Purchaser Entities held by the Investors and
issuable under the Warrants, taking into account such exercise in full.


 


WHEREAS
the Investors (as defined below) have by their signatures hereon acknowledged
and agreed, for themselves and their successors, to be bound by certain
provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereto agree as follows:


 


Section 1.Definitions.


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with such Person. For
purposes of this definition, following the Closing Date, none of TWI, the
Holders, on the one hand, and the Purchaser Entities and their Affiliates
(including the Warner Acquired Companies (as such term is defined in the
Purchase Agreement)), on the other hand, shall be deemed to be Affiliates of
each other.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Announced”
and “Announcement” refer to the execution of definitive documents for a
transaction.


 


“Business
Day” means any day other than a Saturday, Sunday or a day on which banks in
New York City are authorized or obligated by law or executive order to close.


 


“Closing
Date” means the date of this Agreement.


 


“Capital
Stock” means the capital stock of a Purchaser Entity, as the case may be.


 


“Capital
Stock Equivalent” means any right, option, warrant or other security which
may be exercised, converted or exchanged for (i) any Component, including the
Warrants,


 





















 


but
excluding any Three-Year Warrants or (ii) if the context expressly requires,
any share of Capital Stock that is not a Component.


 


“Certificate
of Incorporation” means the Amended and Restated Certificate of
Incorporation of the Company.


 


“Class
A Common” means the Class A Common Stock of the Company.


 


“Class
L Common” means the Class L Common Stock of the Company.


 


“Company”
has the meaning set forth in the Preamble.


 


“Component”
means any security from time to time included in a Unit.


 


“Component
Number” means, with respect to any Component, the number of shares of such
Component included in a single Unit. The initial Component Number for Class L
Common is 93.85490, for Class A Common is 844.69413 and for the Preferred is
397.50312.


 


“Component
Price” means (a) with respect to Class L Common, and all other Components
included in a Unit by reason of the operation of Sections 9 and 10 with respect
to Class L Common, $7,602,247.19 minus any applicable Dilution Credits, (b)
with respect to Class A Common, and all other Components included in a Unit by
reason of the operation of Sections 9 and 10 with respect to Class A Common,
$844,694.13 minus any applicable Dilution Credits and (c) with respect to the
Preferred, and all other Components included in a Unit by reason of the
operation of Sections 9 and 10 with respect to the Preferred, $3,975,031.21
minus any applicable Dilution Credits, in each case subject to adjustment under
Sections 9 and 10.


 


“Dilution
Credit” means, at any time, all amounts determined to be Dilution Credits
pursuant to Sections 9 and 10. No Dilution Credit calculated for a Component
pursuant to Section 9 or 10 shall be a negative value.


 


“Employee
Stock Program Grants” means the grants of securities made by the Company
for bona fide compensation reasons to its employees, if such grants are
approved by the Board of Directors of the Company.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.


 


“Exercise
Price” means, at any time, the sum of the Component Prices at such time.


 


“Expiration
Date” means the earliest of (a) the later of (i) the third anniversary of
the Closing Date if no Major Music Transaction shall have been Announced by
such date and (ii) 90 days after the consummation of a Major Music Transaction
Announced prior to the third anniversary of the Closing Date, (b) the time
simultaneously with the first exercise of any Three-Year Warrant and (c) the
time simultaneously with the first exercise of any Warrant.


 


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“Fair
Market Value”:


 


(a)With
respect to any security, Fair Market Value means the average of the closing
prices of such security’s sales on all principal securities exchanges on which
such security may at the time be listed, or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day such
security is not so listed, the average of the representative bid and asked
prices quoted in the Nasdaq Stock Market System as of 4:00 P.M., New York time,
or, if on any day such security is not quoted in the Nasdaq Stock Market
System, the average of the highest bid and lowest asked prices on such day in
the domestic over-the-counter market as reported by the National Quotation
Bureau, Incorporated, or any similar successor organization, in each such case
averaged over a period of 20 days consisting of the 20 consecutive Business
Days prior to such day as of which Fair Market Value is being determined. If at
any time such security is not listed on any securities exchange or quoted in
the Nasdaq Stock Market System or the over-the-counter market, the Fair Market
Value shall be the fair value thereof reasonably determined jointly in good
faith by the Board of Directors of the Company and the Holders of more than 85%
of the Warrants. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by the joint
decision of two independent investment banking firms of national reputation,
one nominated by the Company and the other by the Holders of more than 85% of
the Warrants and neither of which is an Affiliate of the Company or any Holders
of the Warrants. The joint determination of such investment banking firms shall
be final and binding upon the parties, and the Company and the Holders shall
pay equally the fees and expenses of such investment banking firms. If the
investment banking firms are unable to agree upon a fair value by the end of a
15 Business Day period, they each shall submit a fair value determination and
the two firms shall choose a third such firm which will be obligated to choose
one of the two determinations, which choice shall be final and binding on the
parties. In such an event, the Company and the Holders shall likewise pay
equally the fees and expenses of all three investment banking firms.
Notwithstanding the foregoing, in the event that a security is sold in an
underwritten Public Sale after a Qualified Public Offering has occurred, the
Fair Market Value with respect to any exercise of Warrants in conjunction
therewith shall be the Public Sale price per share and, in the event that a
security is sold as part of a sale of 90% or more of a company’s shares for
cash to a third party in a sale other than an underwritten Public Sale, the
Fair Market Value with respect to any exercise of Warrants in conjunction
therewith shall be the sale price per share. Any determination of the Fair
Market Value of a Component or Unit shall be made on a pro forma basis as though
all Capital Stock Equivalents, including the Warrants and the Three-Year
Warrants, had not been issued.


 


(b)With
respect to any entity, including the Company and the other Purchaser Entities,
assets, evidences of indebtedness or other rights, the Fair Market Value shall
be the fair value thereof reasonably determined jointly in good faith by the
Board of Directors of the Company and the Holders of more than 85% of the
Warrants. If such parties are unable to reach agreement within a reasonable
period of time, such fair value shall be determined by independent investment
banking firms as set forth in the preceding paragraph (a).


 


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(c)Any
determination of Fair Market Value to be determined by the Board of Directors
of the Company or the Holders or any investment bank pursuant to the foregoing
provisions shall be based on a multiple of EBITDA based on comparable
companies. In addition, such determination shall be based on the assumption of
(i) a process designed to maximize immediate value, (ii) canvass of all
potential buyers, including strategic buyers, financial buyers and existing
shareholders, (iii) willing buyer and seller without any duress or compulsion
to buy or sell, (iv) potential breakup scenarios (subject to, but structures
designed to minimize, tax leakage), (v) regulatory hurdles being overcome and
consents and licenses being obtained, (vi) exclusion of control premium and
illiquidity discounts, (vii) disregard of minority interests or marketability
of securities and (viii) no right of first refusal, tag-along or similar
rights.


 


“Governmental
Authority” means any governmental authority, quasi-governmental authority,
instrumentality, court, arbitrator, government or self-regulatory organization,
commission, tribunal or organization or any regulatory, administrative or other
agency, whether domestic, foreign or supranational or any political or other
subdivision, department or branch of any of the foregoing.


 


“Holder”
means the holder from time to time of any Warrant.


 


“Initial
Holder” means Historic TW Inc., a Delaware corporation.


 


“Investor
Shares” shall mean the Components issued to the Investors on the Closing
Date or issued in respect thereof pursuant to any stock split, stock dividend,
stock combination, recapitalization or the like with respect to the applicable
Component, excluding any such Components that have been repurchased or redeemed
by a Purchaser Entity.


 


“Investors”
shall mean (i) Thomas H. Lee Equity Fund V, L.P., (ii) Thomas H. Lee Parallel
Fund V, L.P., (iii) Thomas H. Lee Equity (Cayman) Fund V, L.P., (iv) Putnam
Investments Holdings, LLC, (v) Putnam Investments Employees’ Securities Company
I LLC, (vi) Putnam Investments Employees’ Securities Company II LLC, (vii) 1997
Thomas H. Lee Nominee Trust, (viii) Thomas H. Lee Investors Limited
Partnership, (ix) THL WMG Equity Investors, L.P., (x) Bain Capital Partners
Integral Investors, LLC, (xi) Bain Capital VII Coinvestment Fund, LLC, (xii)
BCIP TCV, LLC, (xiii) Providence Equity Partners IV, L.P., (xiv) Providence
Equity Operating Partners IV, L.P., (xv) Music Capital Partners, L.P., (xvi)
ALP Music Partners, L.P. and (xvii) the respective Affiliates of the foregoing.


 


“Major”
means any of Vivendi Universal, EMI, Sony, Bertelsman or any combination or
successors thereof.


 


“Major
Music Transaction” means: (1) any disposition by the Purchaser Entities of
all or substantially all their Recorded Music Business or Music Publishing
Business to another Major or any acquisition by another Major of more than 35%
of the outstanding shares of any Purchaser Entity; (2) any acquisition by the
Purchaser Entities of all or substantially all the Recorded Music Business or
Music Publishing Business of another Major; or (3) any merger,


 


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consolidation,
joint venture or other combination of all or substantially all of the Purchaser
Entities’ Recorded Music Business or Music Publishing Business with that of
another Major.


 


“Midco”
has the meaning set forth in the Preamble.


 


“Music
Publishing Business” has the meaning set forth in the Purchase Agreement.


 


“Person”
means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.


 


“Preferred”
means the Cumulative Preferred Stock of Midco.


 


“Public
Sale” means any sale of shares to the public pursuant to an offering
registered under the Securities Act or to the public effected through a broker,
dealer or market maker pursuant to the provisions of Rule 144 (if such rule is
available) under the Securities Act (or any similar rule or rules then in
effect).


 


“Purchase
Agreement” has the meaning set forth in the Preamble.


 


“Purchaser
Entities” means the Company, Midco and, solely for the purposes of Sections
9 and 10, any of their subsidiaries.


 


“Qualified
Holder” means any Person who holds Components issued to such Person upon
exercise of a Warrant.


 


“Qualified
Public Offering” means an underwritten primary public offering of common
stock of a Purchaser Entity pursuant to which at least 10% of the total issued
and outstanding common stock of such Purchaser Entity has been distributed by
means of an effective registration statement under the Securities Act.


 


“Recorded
Music Business” has the meaning set forth in the Purchase Agreement.


 


“Redeemed
Component” has the meaning set forth in Section 9(b).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.


 


“Stockholders
Agreement” means the Stockholders Agreement among the Investors, the
Purchaser Entities and the Holders, as in effect from time to time.


 


“subsidiary”
means, with respect to a Person, (i) any entity of which securities or other
ownership interests having ordinary voting power to elect or designate a
majority of the board of directors or other Persons performing similar
functions are at the time owned, directly or indirectly by such Person and (ii)
any entity that does not have a board of directors or other Persons performing
similar functions in which such Person beneficially owns more than 50% of


 


5





















 


the
class of equity interests that has an unlimited entitlement to distributions
upon liquidation of such entity.


 


“Three-Year
Warrant Agreement” means the Warrant Agreement of even date herewith
between the parties hereto in respect of the Three-Year Warrants.


 


“Three-Year
Warrants” means the warrants issued pursuant to the Three-Year Warrant
Agreement.


 


“Transfer
Agent” has the meaning set forth in Section 7(b).


 


“TWI”
means Time Warner Inc.


 


“Unit”
means, collectively, the Component Number of shares of Class L Common, the
Component Number of shares of Class A Common and the Component Number of shares
of Preferred, as adjusted from time to time pursuant to Sections 9 and 10, it
being understood that the total number of Units issued to the Investors on the
Closing Date equals 100.62814.


 


“Warrant”
has the meaning set forth in the Preamble.


 


“Warrant
Agreement” means this Warrant Agreement.


 


“Warrant
Certificate” has the meaning set forth in Section 3(a).


 


Section 2.Representations and Warranties. The
Company, for itself and the other Purchaser Entities, hereby represents and
warrants, on the date hereof and on each date any Warrant is exercised, as
follows:


 


(a)The
Purchaser Entities are each validly existing and in good standing under the
laws of the state of their organization and each has the requisite power and authority
to execute and deliver this Agreement and the Warrant Certificates, to issue
the Warrants and to perform its obligations under this Agreement and the
Warrant Certificates.


 


(b)The
execution, delivery and performance by the Company and the other Purchaser
Entities of this Agreement and the Warrant Certificates, the issuance of the
Warrants and the issuance of the Components upon exercise of the Warrants have
been duly authorized by all necessary corporate or similar action.


 


(c)This
Agreement has been duly executed and delivered by the Company and each of the
other Purchaser Entities and constitutes a legal, valid, binding and
enforceable obligation of such Purchaser Entity, except to the extent limited
by (i) applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws of general application related to the enforcement of creditor’s
rights generally and (ii) general principles of equity. When the Warrants and
Warrant Certificates have been issued as contemplated hereby, (i) the Warrants
and the Warrant Certificates shall constitute legal, valid, binding and
enforceable obligations of the Company and each of the Purchaser Entities,
except to the extent limited by (A) applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws of general application


 


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related
to the enforcement of creditor’s rights generally and (B) general principles of
equity, and (ii) the Components, when issued upon exercise of the Warrants in
accordance with the terms thereof, shall be duly authorized, validly issued,
fully paid and nonassessable.


 


(d)Neither
the Company nor any Affiliate of the Company is (i) an “investment company”, or
a company “controlled” by an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended, or (ii) a “holding company”, a “subsidiary
company” of a “holding company”, or an “affiliate” of a “holding company” or of
a “subsidiary company” of a “holding company”, as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.


 


Section 3.Warrant Certificates; Execution of
Warrant Certificates. (a)The certificates evidencing the Warrants (the “Warrant
Certificates”) to be delivered on the Closing Date to the Initial Holders
pursuant to this Agreement shall be in registered form only and shall be
substantially in the form set forth in Exhibit B attached hereto.


 


(b)Warrant
Certificates shall be signed on behalf of each Purchaser Entity by its Chief
Executive Officer and by its Secretary or an Assistant Secretary under its
corporate or similar seal. Each such signature upon the Warrant Certificates
may be in the form of a facsimile signature of the present or any future Chief
Executive Officer, Secretary or Assistant Secretary and may be imprinted or
otherwise reproduced on the Warrant Certificates and for that purpose a
Purchaser Entity may adopt and use the facsimile signature of any person who
shall have been Chief Executive Officer, Secretary or Assistant Secretary, notwithstanding
the fact that at the time the Warrant Certificates shall be delivered or
disposed of he or she shall have ceased to hold such office. The seal of a
Purchaser Entity may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.


 


(c)In
case any officer of a Purchaser Entity who has signed any of the Warrant
Certificates shall cease to be such officer before the Warrant Certificates so
signed shall have been disposed of by such Purchaser Entity, such Warrant
Certificates nevertheless may be delivered or disposed of as though such person
had not ceased to be such officer of the Purchaser Entity; and any Warrant
Certificate may be signed on behalf of a Purchaser Entity by any person who, at
the actual date of the execution of such Warrant Certificate, is a proper
officer of such Purchaser Entity to sign such Warrant Certificate, although at
the date of the execution of this Warrant Agreement any such person was not
such officer.


 


Section 4.Registration. The Company shall
number and register the Warrant Certificates in a register as they are issued.
On the Closing Date, the Company shall register the outstanding Warrant
Certificates in the name of the Initial Holders. The Company may deem and treat
the registered holder(s) of the Warrant Certificates as the absolute owner(s)
thereof (notwithstanding any notation of ownership or other writing thereon
made by anyone), for all purposes, and shall not be affected by any notice to
the contrary.


 


Section 5.Warrants; Duration and Exercise of
Warrants; Payment of Taxes. (a)The Warrants shall be exercisable at any
time following the closing of a Major Music Transaction and prior to the 90th
day following such closing; provided, however, that upon the


 


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Expiration
Date the Warrants (to the extent not previously exercised) shall no longer be
enforceable and shall be null and void. Each Warrant shall be exercisable for
one Unit, subject to the adjustments set forth in Sections 9 and 10.


 


(b)Subject
to the terms of this Agreement, the Holder of each Warrant shall have the right
to receive from the Purchaser Entities the Component Number of fully paid and
nonassessable Components which such Holder may at the time be entitled to
receive on exercise of such Warrant and payment of the Exercise Price. In the
alternative, a Holder that is exercising one or more Warrants may exercise its
right to receive Components on a net basis, such that, without the exchange of
any funds, such Holder receives that number of Components otherwise issuable
(or payable) upon exercise of such Warrants less that number of Components
having an aggregate Fair Market Value at the time of exercise equal to the
aggregate Exercise Price that would otherwise have been paid by such Holder
upon exercise of such Warrants, in which case the Components issued upon such
exercise shall be cut back pro rata.


 


(c)A
Warrant may be exercised by the Holder of such Warrant upon surrender to the Company
at its office designated for such purpose (the address of which is set forth in
Section 13) of the certificate evidencing the Warrant to be exercised with the
form of election to purchase on the reverse thereof duly filled in and signed,
and, unless the Holder thereof has elected to use the procedures provided in
the last sentence of Section 5(b), upon payment to the Company of the Exercise
Price for one Unit. If the Holder of a Warrant is not a party to the
Stockholders Agreement, exercise of such Warrant shall be conditioned on
execution and delivery by such Holder of the Stockholders Agreement. Payment of
the Exercise Price shall be made, at the election of the Holder (i) by wire
transfer of immediately available funds to an account or accounts designated by
the Company or (ii) in the manner provided in the last sentence of Section
5(b).


 


(d)Subject
to the provisions of Section 6, upon such surrender of Warrants and, if
necessary, payment of the Exercise Price, the Purchaser Entities shall issue
and cause to be delivered with all reasonable dispatch to or upon the written
order of the Holder of such Warrants and in such Holder’s name, a certificate
or certificates for the Component Number of full Components issuable upon the
exercise of such Warrants together with cash, if any, as provided in Section
11. Such certificate or certificates shall be deemed to have been issued and
such Holder shall be deemed to have become a holder of record of such
Components as of the date of the surrender of such Warrants and payment of the
Exercise Price or election pursuant to the last sentence of Section 5(b).


 


(e)All
Warrant Certificates surrendered upon exercise of Warrants shall be cancelled
and disposed of by the Company. The Company shall keep copies of this Agreement
and any notices given or received hereunder available for inspection by the
Holders during normal business hours at its principal office.


 


(f)The
Company shall pay all documentary stamp taxes attributable to the initial
issuance of Components upon the exercise of Warrants; provided, however,
that the Company shall not be required to pay any tax or taxes which may be
payable in respect of any transfer involved in the issue of any Warrant
Certificates or any certificates for Components in a name other than that of
the registered holder of a Warrant Certificate surrendered upon the exercise of


 


8





















 


a
Warrant, and the Company shall not be required to issue or deliver such Warrant
Certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.


 


(g)The
Exercise Price for the exercise of any Warrant shall be allocated to the
Components in accordance with the Component Prices and allocated to the
relevant Purchaser Entities accordingly.


 


(h)The
results of calculations with respect to Component Numbers shall be rounded to
the nearest five decimal places. The results of calculations with respect to
Component Prices shall be rounded to the nearest two decimal places.


 


Section 6.Piggyback Rights/Tag Along Rights/Drag
Along Obligations. (a)The Holders have certain piggyback rights, tag-along
rights and drag-along obligations under the Stockholders Agreement.


 


(b)Transfers
of Warrants. Warrants may be transferred or assigned only to TWI or wholly
owned subsidiaries of TWI. If any Holder ceases to be so wholly owned, it shall
promptly transfer its Warrants to TWI or another eligible Holder. If the
proposed transferee of Warrants is not a party to the Stockholders Agreement,
transfer of such Warrants shall be conditioned upon execution and delivery by
such transferee of the Stockholders Agreement.


 


Section 7.Reservation of Components. (a)Each
Purchaser Entity shall at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued Capital
Stock or its authorized and issued Capital Stock held in its treasury, for the
purpose of enabling it to satisfy any obligation to issue Components upon
exercise of Warrants, the maximum number of shares of Components which may then
be deliverable by such Purchaser Entity upon the exercise of all outstanding
Warrants.


 


(b)The
Company or, if appointed, the transfer agent for the Purchaser Entities’
Capital Stock (the “Transfer Agent”) and every subsequent transfer agent
for any shares of the Purchaser Entities’ Capital Stock issuable upon the
exercise of any of the rights of purchase aforesaid shall be irrevocably
authorized and directed at all times to reserve such number of authorized
shares as shall be required for such purpose. The Company shall keep a copy of
this Agreement on file with the Transfer Agent and with every subsequent
transfer agent for any shares of the Purchaser Entities’ Capital Stock issuable
upon the exercise of the rights of purchase represented by the Warrants. The
Company shall furnish such Transfer Agent a copy of all notices of adjustments
and certificates related thereto, transmitted to each Holder pursuant to
Section 13.


 


Section 8.Obtaining Governmental Approvals and
Stock Exchange Listings. The Company shall from time to time, at its own
expense (i) obtain and keep effective any and all permits, consents and
approvals of Governmental Authorities which may be required of any of the
Purchaser Entities in order to satisfy its obligations hereunder and (ii) take
all action which may be necessary so that the Components, immediately upon
their issuance upon the exercise of Warrants, shall be listed on the principal
securities exchanges and markets within the United


 


9





















 


States
of America, if any, on which other shares of the applicable class of Capital
Stock are then listed.


 


Section 9.Certain Adjustments. (a)Accretion.
The Component Prices shall accrete as long as and to the extent that the
underlying Component is outstanding at the following annually compounded rates,
based in the case of a partial year on the number of days elapsed over 365 or
366, as applicable, in each case subject to adjustment pursuant to this Section
9 or Section 10 and excluding the date of exercise:


 


(i)with respect to a Major Music Transaction which
is Announced on or before the first anniversary of the Closing Date, at an
annual rate of 81⁄2%, and


 


(ii)with respect to a Major Music Transaction which
is Announced thereafter and before the third anniversary of the Closing Date,
from the Closing Date to but excluding the fifteenth month anniversary of the
Closing Date at an annual rate of 81⁄2% and thereafter at an annual rate of 15%.


 


(b)Redemptions,
Refinancings or Repurchases of Investor Shares. If at any time or from time
to time any Purchaser Entity redeems any Component constituting Investor Shares
or otherwise refinances or repurchases any such Component (any such Component
being referred to as a “Redeemed Component”) such that it is no longer
outstanding in whole or in part and some or all of the Investors or their
successors or assigns receive monies (or other assets) in respect thereof, then
effective as of the date of such redemption, refinancing or repurchase, the
Component Number for the Redeemed Component and the Component Price for the
Redeemed Component shall be adjusted in accordance with this Section 9(b).


 


The
Component Number for the Redeemed Component shall be reduced by an amount equal
to the product of (1) the Component Number then in effect for the Redeemed
Component and (2) the percentage of the total number of then-outstanding shares
of the Redeemed Component constituting Investor Shares that were redeemed,
refinanced or repurchased by the Purchaser Entity.


 


The
Component Price for the Redeemed Component shall be reduced, effective as of
the date of such redemption, refinancing or repurchase, in accordance with the
following formula:


 


	
  New
  CP

  	
  =

  	
  Old
  CP - ((Old CN - New CN) x RP)

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  New
  CP

  	
  =

  	
  the
  adjusted Component Price for the Redeemed Component.

  
	
   

  	
   

  	
   

  
	
  Old
  CP

  	
  =

  	
  the
  Component Price for the Redeemed Component immediately prior to such redemption,
  refinancing or repurchase.

  



 


10





















 


	
  New
  CN

  	
  =

  	
  the
  adjusted Component Number per this Section 9(b) for the Redeemed Component.

  
	
   

  	
   

  	
   

  
	
  Old
  CN

  	
  =

  	
  the
  Component Number for the Redeemed Component immediately prior to such
  redemption, refinancing or repurchase.

  
	
   

  	
   

  	
   

  
	
  RP

  	
  =

  	
  the
  amount of monies and, subject to the Company’s election described below, the
  Fair Market Value of any other assets, paid per share of the Redeemed
  Component in connection with such redemption, refinancing or repurchase.

  



 


Neither
such redemption, refinancing or repurchase nor the adjustment of the Component
Number or the Component Price pursuant to this Section 9(b) shall result in any
other adjustments pursuant to Section 9 or Section 10.


 


With
respect to assets other than monies that are paid in any such redemption,
refinancing or repurchase, in lieu of the foregoing adjustment to the Component
Price pursuant to this Section 9(b) in respect of such assets, at the Company’s
election, adequate provision reasonably satisfactory to the Holders may be made
so that each Holder shall have the right to receive upon exercise of a Warrant,
in addition to Capital Stock represented by the Component Number, the kind and
amount of such assets that such Holder would have received had such Holder
exercised the Warrant immediately prior to such redemption, refinancing or
repurchase and had such Holder included in such redemption, refinancing or
repurchase a number of shares of the Redeemed Component equal to the product of
(i) the Component Number for the Redeemed Component immediately prior to such
redemption, refinancing or repurchase and (ii) the percentage of the total
number of then-outstanding shares of the Redeemed Component constituting
Investor Shares that were redeemed, refinanced or repurchased.


 


(c)Above-Market
Redemptions, Refinancings or Repurchases of Non-Investor Shares. If at any
time any Purchaser Entity redeems, refinances or repurchases shares of Capital
Stock and/or Capital Stock Equivalents held by Investors that are not Investor
Shares, such that they are no longer outstanding in whole or in part and some
or all of the Investors or their successors or assigns receive monies (or other
assets) in respect thereof, for a per share consideration over the Fair Market
Value, at the purchase date, the Component Price for each Component shall be
reduced, effective as of the date of such redemption, refinancing or
repurchase, by a Dilution Credit, calculated for such Component in accordance
with this Section 9(c) in accordance with the following formula:


 


	
  DC

  	
  =
  

  	
  (CN
  x Old FMV) - (CN x New FMV)

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DC

  	
  =

  	
  the
  Dilution Credit for a given Component upon such redemption, refinancing or
  repurchase.

  



 


11





















 


	
  CN

  	
  =

  	
  the
  Component Number for such Component immediately prior to such redemption,
  refinancing or repurchase.

  
	
   

  	
   

  	
   

  
	
  New
  FMV

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately after such
  redemption, refinancing or repurchase calculated as though the shares of the
  Capital Stock and/or Capital Stock Equivalents held by the Investors or their
  successors or assigns that are not Investor Shares were the only such shares
  redeemed, refinanced or repurchased in such transaction.

  
	
   

  	
   

  	
   

  
	
  Old
  FMV

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately prior to such
  redemption, refinancing or repurchase.

  



 


This
Section 9(c) does not apply to any of the transactions described in Section
9(b). Neither such redemption, refinancing or repurchase nor the calculation of
the Dilution Credit shall result in any other adjustments pursuant to Section 9
or Section 10. The Component Number shall not be adjusted under this Section
9(c).


 


(d)Distributions
with Respect to Components. If at any time or from time to time any
Purchaser Entity makes a distribution or dividend with respect to any Component
and some or all of the Investors or their successors or assigns receive monies
(or other assets) in respect thereof, the Component Price for such Component
shall in each case be reduced, effective as of the date of such distribution or
dividend, by an amount equal to the product of (i) the amount of monies and,
subject to the Company’s election described below, the Fair Market Value of any
other assets, included in such distribution or dividend per share of such
Component and (ii) the Component Number for such Component. Such distribution
or dividend shall not result in any other adjustments pursuant to Section 9 or
Section 10. Upon any such distribution or dividend, the Component Number for
such Component shall remain unchanged.


 


With
respect to assets other than monies that are included in any such distribution
or dividend, in lieu of the foregoing adjustment to the Component Price
pursuant to this Section 9(d) in respect of such assets, at the Company’s
election, adequate provision reasonably satisfactory to the Holders may be made
so that each Holder shall have the right to receive upon exercise of a Warrant,
in addition to Capital Stock represented by the Component Number, the kind and
amount of such assets that such Holder would have received had such Holder
exercised the Warrant immediately prior to the record date for determining the
stockholders entitled to receive such distribution or dividend.


 


(e)Distributions
with Respect to Non-Components. If at any time or from time to time any
Purchaser Entity makes a distribution or dividend to holders of any class of
its Capital Stock that is not a Component, and some or all of the Investors or
their successors or assigns receive monies (or other assets) in respect
thereof, then the Component Price of each Component shall be reduced, effective
as of the date of such distribution or dividend, by a Dilution Credit


 


12





















 


calculated
for such Component in accordance with this Section 9(e) in accordance with the
following formula:


 


	
  DC

  	
  =
  

  	
  (CN
  x Old FMV) - (CN x New FMV)

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DC

  	
  =

  	
  the
  Dilution Credit for a given Component upon such distribution or dividend.

  
	
   

  	
   

  	
   

  
	
  CN

  	
  =

  	
  the
  Component Number for such Component immediately prior to such distribution or
  dividend.

  
	
   

  	
   

  	
   

  
	
  New
  FMV

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately after such
  distribution or dividend calculated as though the shares of Capital Stock
  held by the Investors or their successors or assigns that are not Components
  were the only such shares with respect to which such distribution or dividend
  was made.

  
	
   

  	
   

  	
   

  
	
  Old
  FMV

  	
   

  	
  the
  Fair Market Value per share of such Component immediately prior to such
  distribution or dividend.

  



 


Such
distribution or dividend shall not result in any other adjustment pursuant to
Section 9 or Section 10. Upon any such distribution or dividend, the Component
Number for each Component shall remain unchanged.


 


(f)Exceptions.
Sections 9(d) and 9(e) do not apply to (i) any distribution of rights under a
so-called “shareholder rights plan” by any Purchaser Entity following a
Qualified Public Offering, but any exercise of such rights shall be adjusted
for under Sections 10(c) and (d), (ii) ordinary dividends on any publicly
traded class of Capital Stock, (iii) distributions to the extent made pursuant
to the terms of any Capital Stock, other than Class A Common, as in effect on
the date of issuance of such share of Capital Stock, (iv) distributions made by
Midco solely to the Company or (v) any transaction described in Section 9(a),
9(b) or 9(c).


 


(g)Alternative
Adjustments. In the event that adjustments to the Component Prices under
this Section 9 or Section 10 would have the result of causing the issuance of
any Component below par value, the amount of such reduction below the par value
shall be applied instead against the aggregate Exercise Price or paid to the
Holder upon exercise. In the event that adjustments to the Component Prices
under this Section 9 or Section 10 would have the result of decreasing the
aggregate Exercise Price below $0.00, upon exercise of the Warrants, the
Holders shall be paid such negative amount in cash by the Company.


 


Section 10.Other Adjustments. Prior to the
Expiration Date, the Components issuable upon exercise of the Warrants are
subject to adjustment and termination as set forth in Sections 9 and 10.
Adjustments for any single event shall be made under only one paragraph of
Section 9 or 10 and adjustments for multiple events shall be made separately
and seriatim. In the


 


13





















 


event
of any ambiguity, the Board of Directors of the Company shall in good faith
determine the appropriate paragraph to be applied or the order of multiple
adjustments.


 


(a)Subdivisions
and Combinations. In case any Purchaser Entity shall (i) subdivide, split
or reclassify any class of Components into a larger number of shares, including
by way of stock dividend, or (ii) combine or reclassify any class of its
Components into a smaller number of shares, then in each such case the
Component Number for such Component shall be proportionately increased or
decreased, as the case may be. An adjustment made pursuant to this Section
10(a) shall become effective immediately after the effective date in all cases
described above.


 


(b)Reorganization
or Reclassification. In case of any capital reorganization or any
reclassification of the capital stock of any Purchaser Entity (whether pursuant
to a “drag-along” transaction to which Section 4.2 of the Stockholders
Agreement applies, a merger, consolidation, binding share exchange or other
similar transaction and including, without limitation, a conversion of the
Class L Common into Class A Common), or if any Purchaser Entity issues to all
holders of any class of Capital Stock as a dividend or distribution additional
shares of Capital Stock or other securities of the Purchaser Entity or of any
other Person, the Warrants shall thereafter be exercisable for the number of
shares of stock or other securities or property receivable upon such capital
reorganization or reclassification of capital stock or dividend or
distribution, as the case may be, by a holder of the number of Units for which
the Warrants were exercisable immediately prior to such capital reorganization
or reclassification of capital stock or dividend or distribution; and, in any
such case, appropriate adjustment shall be made in the application of the
provisions herein set forth with respect to the rights and interests thereafter
of each Holder to the end that the provisions set forth herein shall thereafter
be applicable, as nearly as reasonably may be, in relation to any shares of
stock or other securities or property thereafter deliverable upon the exercise
of the Warrants. If pursuant to any such capital reorganization or
reclassification or dividend or distribution the Holders would receive or be
entitled to receive stock or other securities of an entity other than the Purchaser
Entity in which they had previously held such interest, the Purchaser Entity
shall not undertake such capital reorganization or reclassification or dividend
or distribution unless and until such other entity has agreed in writing to be
bound by the provisions of this Agreement as if it were the Purchaser Entity.


 


(c)Below-Market
Issuances of Components. If any Purchaser Entity issues shares of
Components for a consideration per share less than the Fair Market Value on the
date such Purchaser Entity fixes the offering price of such shares, the
affected Component Number shall be adjusted, effective as of the date of such
issuance, in accordance with the following formula:


 


	
  W’=Wx

  	
   

  	
  A

  	 

	
   

  	
   

  	
  O+(P/M)

  	 

	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  W’

  	
  =

  	
  the
  adjusted Component Number.

  
						



 


14





















 


	
  W

  	
  =

  	
  the
  Component Number immediately prior to such issuance.

  
	
   

  	
   

  	
   

  
	
  O

  	
  =

  	
  the
  number of shares of such Capital Stock of such Purchaser Entity outstanding
  immediately prior to such issuance.

  
	
   

  	
   

  	
   

  
	
  P

  	
  =

  	
  the
  aggregate consideration received for the issuance of such additional shares
  of such Capital Stock.

  
	
   

  	
   

  	
   

  
	
  M

  	
  =
  

  	
  the
  Fair Market Value per share of such Capital Stock of such Purchaser Entity on
  the date such Purchaser Entity fixes the offering price of such shares in such
  issuance.

  
	
   

  	
   

  	
   

  
	
  A

  	
  =
  

  	
  the
  number of shares of such Capital Stock of such Purchaser Entity outstanding
  immediately after such issuance.

  



 


(d)Below-Market
Issuances of Non-Components. If any Purchaser Entity issues shares of
Capital Stock, that is not a Component, for a consideration per share less than
the Fair Market Value on the date such Purchaser Entity fixes the offering
price of such shares, the Component Price for each Component shall be reduced,
effective as of the date of such issuance, by a Dilution Credit calculated for
such Component in accordance with this Section 10(d) in accordance with the
following formula:


 


	
  DC

  	
  =

  	
  (CN
  x Old FMV) - (CN x New FMV)

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DC

  	
  =

  	
  the
  Dilution Credit for a given Component upon such distribution or dividend.

  
	
   

  	
   

  	
   

  
	
  CN

  	
  =

  	
  the
  Component Number for such Component immediately prior to such issuance.

  
	
   

  	
   

  	
   

  
	
  New
  FMV

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately after such
  issuance.

  
	
   

  	
   

  	
   

  
	
  Old
  FMV

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately prior to such
  issuance.

  



 


(e)Convertible
Securities Convertible into Components. If any Purchaser Entity issues any
Capital Stock Equivalents for a consideration per share of a Component
initially deliverable upon conversion, exchange or exercise of such Capital
Stock Equivalents less than the Fair Market Value per share of such Component
on the date the Purchaser Entity fixes the offering price of such securities,
the affected Component Number shall be adjusted, effective as of the date of
such issuance, in accordance with the following formula:


 


15





















 


	
  W’
  = W x

  	
   

  	
  O + D

  	
   

  
	
   

  	
   

  	
  O + (P/M)

  	
   

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  W’

  	
  =

  	
  the
  adjusted Component Number.

  
	
   

  	
   

  	
   

  
	
  W

  	
  =

  	
  the
  Component Number immediately prior to such issuance.

  
	
   

  	
   

  	
   

  
	
  O

  	
  =

  	
  the
  number of shares of such Capital Stock outstanding immediately prior to such
  issuance of such Capital Stock Equivalents.

  
	
   

  	
   

  	
   

  
	
  P

  	
  =

  	
  the
  sum of the aggregate consideration received for such issuance and the
  aggregate minimum consideration receivable by the Purchaser Entity for
  issuance of Capital Stock upon conversion or in exchange for, or upon
  exercise of, such Capital Stock Equivalents.

  
	
   

  	
   

  	
   

  
	
  M

  	
  =

  	
  the
  Fair Market Value per share of such Capital Stock on the date such Purchaser
  Entity fixes the offering price of such securities in such issuance.

  
	
   

  	
   

  	
   

  
	
  D

  	
  =

  	
  the
  maximum number of shares of such Capital Stock deliverable upon conversion or
  in exchange for or upon exercise of such Capital Stock Equivalents at the
  initial conversion, exchange or exercise rate.

  



 


If
the aggregate minimum consideration receivable by the Purchaser Entity for
issuance of a Component upon conversion or in exchange for, or upon exercise
of, such Capital Stock Equivalents shall be increased by virtue of provisions
therein contained or upon the arrival of specified date or the happening of a
specified event, then the affected Component Number shall promptly be
readjusted to the Component Number which would then be in effect had the
adjustment upon the issuance of such securities been made on the basis of such
increased minimum consideration.


 


If
and to the extent the conversion, exchange or exercise right under such Capital
Stock Equivalents have expired without the exercise thereof, then the affected
Component Number shall promptly be readjusted to the Component Number which
would then be in effect had the adjustment upon the issuance of such Capital
Stock Equivalents not been made.


 


(f)Convertible
Securities Issuable for Non-Components. If any Purchaser Entity issues any
Capital Stock Equivalents for a consideration per share of Capital Stock, that
is not a Component, initially deliverable upon conversion, exchange or exercise
of such Capital Stock Equivalents less than the Fair Market Value per share of
such Capital Stock on the date the Purchaser Entity fixes the offering price of
such securities, the Component Price for each


 


16





















 


Component
shall be reduced, effective as of the date of such issuance, by a Dilution
Credit calculated for such Component in accordance with this Section 10(f) in
accordance with the following formula:


 


	
  DC

  	
  =

  	
  (CN
  x Old FMV) - (CN x New FMV)

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DC

  	
  =

  	
  the
  Dilution Credit for a given Component upon such distribution or dividend.

  
	
   

  	
   

  	
   

  
	
  CN

  	
  =

  	
  the
  Component Number for such Component immediately prior to such issuance.

  
	
   

  	
   

  	
   

  
	
  New
  FMV

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately after such
  issuance.

  
	
   

  	
   

  	
   

  
	
  Old
  FMV

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately prior to such
  issuance.

  



 


If
the aggregate minimum consideration receivable by the Purchaser Entity for
issuance of Capital Stock upon conversion or in exchange for, or upon exercise
of, such Capital Stock Equivalents shall be increased by virtue of provisions
therein contained or upon the arrival of specified date or the happening of a
specified event, then the affected Dilution Credit shall promptly be readjusted
to the amount which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of such increased minimum
consideration.


 


If
and to the extent the conversion, exchange or exercise right under such Capital
Stock Equivalents has expired without the exercise thereof, then the affected
Dilution Credit shall promptly be readjusted to the amount which would then be
in effect had the adjustment upon the issuance of such Capital Stock
Equivalents not been made.


 


(g)Distributions
in Connection with Affiliate Transactions: If at any time or from time to
time any Purchaser Entity enters into any transaction with any other Investor
or any Affiliate of such Investor (other than the Company, Midco or any wholly
owned subsidiary of the Company or Midco) on terms that are not fair to such
Purchaser Entity, then a Dilution Credit for each Component shall be
calculated, effective as of the date such transaction is entered into, in
accordance with the following formula:


 


	
  DC

  	
  =

  	
  (CN
  x Old FMV) - (CN x New FMV)

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DC

  	
  =

  	
  the
  Dilution Credit for a given Component upon entering into such Affiliate
  transaction.

  
	
   

  	
   

  	
   

  
	
  CN

  	
  =

  	
  the
  Component Number for such Component immediately

  



 


17





















 


	
   

  	
   

  	
  prior
  to entering into such Affiliate transaction.

  
	
   

  	
   

  	
   

  
	
  New
  FMV 

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately after entering into
  such Affiliate transaction.

  
	
   

  	
   

  	
   

  
	
  Old
  FMV

  	
  =

  	
  the
  Fair Market Value per share of such Component immediately prior to entering
  into such Affiliate transaction.

  



 


This
Section 10(g) does not apply to (i) any transaction that has been approved as
fair to such Purchaser Entity by a majority of the disinterested directors of
the Company, (ii) any transaction or series of related transactions involving
$50 million or less, (iii) any transaction which a third party financial advisor,
appraiser, consultant or expert retained by a Purchaser Entity has determined
to be fair to such Purchaser Entity, (iv) any payment of customary management
or advisory fees consistent with the past practices of the Investors with
respect to their portfolio companies, (v) any issuance of shares of Capital
Stock or Capital Stock Equivalents, any repurchase, redemption or refinancing
of shares of Capital Stock or Capital Stock Equivalents, or the making of any
distribution on shares of Capital Stock and (vi) transactions in which
Investors and Holders have substantially comparable proportionate interest.


 


(h)Exceptions.
Sections 10(c), (d), (e) and (f) do not apply to (i) the issuance of any
Capital Stock or Capital Stock Equivalents issued pursuant to Employee Stock
Program Grants, (ii) the issuance by a Purchaser Entity following a Qualified
Public Offering of any shares of any publicly traded class of Capital Stock
pursuant to an employee stock purchase plan or pursuant to a dividend
reinvestment plan, (iii) issuances made by a Purchaser Entity solely to other
Purchaser Entities, (iv) the issuance of Capital Stock pursuant to any Warrant
or Three-Year Warrant, (v) any arm’s-length transaction for a bona fide
business purpose with a third party which has been approved by a majority of
the disinterested directors of the issuing Purchaser Entity or by the
disinterested directors of the Company if the issuing Purchaser Entity has no
disinterested directors, (vi) any transaction for a bona fide business purpose
with. an Affiliate that is determined to have been fair by a majority of the
disinterested directors of the issuing Purchaser Entity or by the disinterested
directors of the Company if the issuing Purchaser Entity has no disinterested
directors, (vii) any of the transactions described by Section 9, (viii) with
respect to Sections 10(c) and 10(d), the issuance of Capital Stock upon the
conversion, exercise or exchange of any Capital Stock Equivalents for which an
adjustment has been made pursuant to Section 10(e) or 10(f) or for which no
adjustment was required pursuant to Section 10(e),10(f), or 10(i) or (ix) the
issuance of securities to Persons providing debt financing; provided, however,
that this clause (ix) shall apply to securities issued to a Person that is
Affiliated with an Affiliate of the Company only if and to the extent such
Person (A) did not negotiate the terms of such debt financing, (B) receives no
more than 20% of the securities issued to the Persons providing such debt
financing and (C) receives no more than its pro rata share of the securities
issued to the Persons providing such debt financing.


 


(i)When
De Minimis Adjustment May Be Deferred. No adjustment in a Component Number
or Component Price pursuant to Section 9 or 10 shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Component Number or Component Price. No creation of a Dilution Credit pursuant
to Section 9 or 10 shall be


 


18





















 


calculated
unless the adjustment would be greater than 1% of the Fair Market Value of each
Component immediately after the event requiring such adjustment; provided,
however, that any adjustments that are not made shall be carried forward
and taken into account in any subsequent adjustment.


 


(j)Notice
of Adjustment. Whenever a Component Number or Component Price is adjusted,
the Company shall provide the notices required by Section 13.


 


(k)Certificate
as to Adjustments. In case of any adjustment in the number and type of
securities issuable on the exercise of the Warrants, the Company will promptly
give written notice thereof to each Holder in the form of a certificate,
certified and confirmed by the chief financial officer of the Company, setting
forth such adjustment and showing in reasonable detail the facts upon which
adjustment is based.


 


Section 11.Fractional Interests. The Company
shall not be required to issue fractional Components on the exercise of
Warrants. If more than one Warrant shall be presented for exercise in full at
the same time by the same Holder, the number of full Components which shall be
issuable upon the exercise thereof shall be computed on the basis of the
aggregate number of Components purchasable on exercise of the Warrants so
presented. If any fraction of a Component would, except for the provisions of
this Section 11, be issuable on the exercise of any Warrants (or specified
portion thereof), in lieu of issuing such fractional Component, the Company may
pay an amount in cash equal to the Fair Market Value of such fractional
Component on the day immediately preceding the date the Warrant is presented
for exercise, multiplied by such fraction.


 


Section 12.Notices to Holders. (a)Upon any
adjustment of a Component Price or of a Component Number pursuant to Section 9
or 10, the Company shall promptly, but in any event within 10 days thereafter,
cause to be given to each of the Holders, by registered mail, postage prepaid,
a certificate signed by its chief financial officer setting forth the adjusted
Component Number and/or Component Price and describing in reasonable detail the
facts accounting for such adjustment and the method of calculation used. Where
appropriate, such certificate may be given in advance and included as a part of
the notice required to be mailed under the other provisions of this Section 12.


 


(b)In
the event (i) the Company Announces a Major Music Transaction, (ii) of the
voluntary or involuntary dissolution, liquidation or winding up of any
Purchaser Entity or (iii) any Purchaser Entity takes any action which would
require an adjustment to the Component Number pursuant to Section 9 or 10, then
and in each such event the Company shall cause to be given to each of the
Holders, promptly after any Announcement of a Major Music Transaction or any
applicable record date (or as expeditiously as possible after the occurrence of
any involuntary dissolution, liquidation or winding up referred to in clause
(ii) above), by registered mail, postage prepaid, a written notice stating the
date on which any such Major Music Transaction, dissolution, liquidation,
winding up or other action is expected to become effective (or has become
effective, in the case of any involuntary dissolution, liquidation or winding
up). Upon reasonable request by any Holder, the Company shall provide
information regarding any


 


19





















 


Announced
or completed Major Music Transaction. The Company shall also provide 10
Business Days’ advance notice of the closing of a Major Music Transaction.


 


(c)The
Warrant Holders shall in any event be promptly provided with all historical
periodic financial information provided by the Company to any or all of the
Investors in their capacity as shareholders of Capital Stock pursuant to any contractual
requirement, subject to reasonable and appropriate confidentiality provisions.


 


(d)The
failure to give the notice required by this Section 12 or any defect therein
shall not affect the legality or validity of any distribution, right, warrant,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up, or the vote upon any action.


 


Section 13.Notices. Unless otherwise provided,
any notice required or permitted by this Agreement shall be in writing and
shall be deemed sufficient upon delivery, when delivered personally or by
overnight courier or sent by telegram or fax, or forty-eight hours after being
deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the party to be notified at such party’s address or
fax number as set forth below or as subsequently modified by written notice.


 


(a)If
to the Purchaser Entities:


 


In
care of Thomas H. Lee Partners, L.P.


75
State Street


Boston,
Massachusetts 02109


Facsimile:
(617) 227-3514


Attention:
Scott Sperling


 


With
a copy to:


 


Ropes & Gray LLP


One International Place


Boston, MA 02110


Fax:
(617)-951-7050


Attention: Alfred Rose, Esq.


 


Simpson Thacher & Bartlett LLP


425 Lexington Avenue


New York, NY 10017


Fax: (212)-455-2502


Attention: John G. Finley, Esq.

Ed Chung, Esq.


 


(b)If to the Initial Holder:


 


Time Warner Inc.


75 Rockefeller Plaza


New York, NY 10019


 


20





















 


Fax: (212)-405-5307


Attention: Deputy General Counsel


 


with a copy to:


 


Cravath Swaine & Moore LLP


825 Eighth Avenue


New York, NY 10019


Fax: (212)-474-3700


Attention: Richard Hall, Esq.


 


(c)If
to any other Holder, to the address as set forth in the Warrant register
maintained by the Company for such Holder.


 


Section 14.Registration of Transfers and Exchanges.
(a)The Warrants shall not be transferable or assignable except as provided
hereunder. The Company shall from time to time register the permitted transfer
of any outstanding Warrant Certificates in a Warrant register to be maintained
by the Company upon surrender thereof accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company, duly executed by
the registered holder or holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney. Upon any such
registration of transfer, a new Warrant Certificate shall be issued to the
transferee(s) and the surrendered Warrant Certificate shall be cancelled and
disposed of by the Company.


 


(b)Warrant
Certificates may be exchanged at the option of the holder(s) thereof, when
surrendered to the Company at its office for another Warrant Certificate or
other Warrant Certificates of like tenor and representing in the aggregate a
like number of Warrants.


 


(c)Warrant
Certificates surrendered for exchange shall be cancelled and disposed of by the
Company.


 


Section 15.Mutilated or Missing Warrant
Certificates. In case any of the Warrant Certificates shall be mutilated,
lost, stolen or destroyed, the Company shall issue, in exchange and substitution
for and upon cancellation of the mutilated Warrant Certificate, or in lieu of
and substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction of such Warrant Certificate and
indemnity, if requested, also reasonably satisfactory to it.


 


Section 16.Specific Performance. The parties
hereto agree that irreparable damage would occur if any provision of this
Warrant Agreement were not performed in accordance with the terms hereof and
that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement or to enforce specifically the performance of the
terms and provisions hereof.


 


21





















 


Section 17.Amendments. This Agreement may not be
amended without the approval of holders of more than 85% of the Warrants.


 


Section 18.Successors. The terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto, including
each Holder. Except as contemplated in Section 23, no Purchaser Entity may
assign any of its rights under this Agreement without the written consent of
the Holders.


 


Section 19.Governing Law. This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New
York, regardless of the laws that might otherwise govern under applicable
principles of conflicts of law thereof; provided, however, that
the laws of the respective jurisdictions of incorporation of each of the
parties hereto shall govern the relative rights, obligations, powers, duties
and other internal affairs of such party and its board of directors.


 


Section 20.Benefits of This Agreement. No Person
other than the parties hereto and their successors and permitted assigns,
including each Holder, is intended to be a beneficiary of this Agreement.


 


Section 21.Counterparts. This Agreement may be
executed in one or more counterparts, all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other parties.


 


Section 22. [Intentionally Omitted]


 


Section 23.Certain Sale Transactions.
Notwithstanding anything to the contrary in this Agreement, if a sale (whether
pursuant to a merger, consolidation, sale of stock or otherwise) to a third
party of a majority of the then outstanding Components for cash and/or
securities of a class that is publicly traded (“Sale Securities”) is
consummated and, in the case of such a sale for Sale Securities, any Holders
receiving any Sale Securities in such sale, in respect of Components issued or
issuable pursuant to any Warrant, which Sale Securities constitute “restricted
securities” as defined in Rule 144 under the Securities Act or the transfer of
which is subject to Rule 145(d) under the Securities Act, also receive in such
sale registration rights in respect of such Sale Securities not less favorable
on a pro rata basis than the registration rights received by the Investors in
respect of any Sale Securities received in such sale in respect of any Investor
Shares, then


 


(x)             the Warrants shall be adjusted as
contemplated by Section 10(b);


 


(y)           the Purchaser Entities may defease
their obligations under this Agreement and the Warrants by causing cash and/or
securities to be contributed to an escrow account (with an escrow agent and all
other terms reasonably satisfactory to the Holders) in an amount sufficient to
honor the exercise of the Warrants in full, in which event the Purchaser
Entities shall be fully released and discharged from all of the obligations
under this Agreement and the Warrants and the Holders shall look only to the
escrow upon exercise of the Warrants; and


 


22





















 


(z)            the provisions set forth in Sections
9(b), 9(c), 9(d) , 9(e), 9(f), 9(i), 10(c), 10(d), 10(e), 10(f) and 10(g) shall
terminate and have no further force or effect.


 


If
the Purchaser Entities defease their obligations in accordance with clause (y)
above and the holders of the Warrants subsequently exercise the Warrants, such
holders will pay the exercise price to the escrow agent to be added to the
escrow account, the escrow agent will distribute to such holders the amounts of
cash and securities to which they are entitled under the Warrants, and the
escrow agent will distribute the balance of cash and securities in accordance
with the Stockholders Agreement.


 


[Signature Pages Follow]


 


23





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.


 


	
   

  	
  WMG
  PARENT CORP.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/
  Scott Sperling

  
	
   

  	
   

  	
   

  	
  Name:
  Scott Sperling

  
	
   

  	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WMG
  HOLDINGS CORP.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/
  Scott Sperling

  
	
   

  	
   

  	
   

  	
  Name:
  Scott Sperling

  
	
   

  	
   

  	
   

  	
  Title:
  President

  



 


24





















 


	
   

  	
  HISTORIC
  TW INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/
  Robert Marcus

  
	
   

  	
   

  	
   

  	
  Name:
  Robert Marcus

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President

  



 





















 


EXHIBIT A


 


[Form of Election to Purchase]


 


(To Be Executed Upon Exercise Of Warrant A)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to receive                   Units
and herewith tenders payment for such Units to the order of [Company] in the
amount of $                   
in accordance with the terms hereof, unless the holder is exercising Warrants
pursuant to the net exercise provisions of Section 5 of the Warrant Agreement.
The undersigned requests that a certificate or certificates for the shares
represented by the Units be registered in the name of the undersigned, and that
such shares be delivered to                   
whose address is                                                 .


 


	
   

  	
  Signature:

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
				



 





















 


EXHIBIT B


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TERMS AND CONDITIONS
SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF •, 2004, A COPY OF WHICH MAY
BE OBTAINED FROM THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON
THE BOOKS OF, OR BE EFFECTIVE WITH RESPECT TO, THE COMPANY OR ANY AFFILIATE
UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO SUCH REGISTRATION OR IN
ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.


 


[Form of Warrant A Certificate]


 


[Face]


 


 


	
  No.
  [1]

  	
  25

  
	
  Warrants

  	
   

  



 


Warrant Certificate


 


WMG Parent Corp.


 


WMG Holdings Corp.


 


This
Warrant Certificate certifies that Historic TW Inc. is the registered holder of
25 Warrants (the “Warrants”) to purchase one Unit per Warrant, each Unit
consisting of 93.85490 shares of Class L Common and 844.69413 shares of Class A
Common of WMG Parent Corp., a Delaware corporation (the “Company”), and
397.50312 shares of Preferred of WMG Holdings Corp., a Delaware corporation.
Each Warrant entitles the holder, when entitled to exercise pursuant to the
Warrant Agreement, upon exercise to receive from the Purchaser Entities on and
after the Closing Date (as defined in the Warrant Agreement) and prior to the
Expiration Date (as defined in the Warrant Agreement), one Unit at a purchase
price (the “Exercise Price”) set forth in the Warrant Agreement, payable in
lawful money of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office of the Company
designated for such purpose, but only subject to the conditions set forth
herein and in the Warrant Agreement referred to on the reverse hereof.
Notwithstanding the foregoing, Warrants may be exercised without the exchange
of funds pursuant to the net exercise provisions of Section 5 of the Warrant
Agreement. The Component Number of Components issuable upon exercise of the
Warrants and the Component Prices thereof, as all such terms are defined in the
Warrant Agreement, are subject to adjustment upon the occurrence of certain
events as set forth in Section 9 and 10 of the Warrant Agreement.


 





















 


The
Company may deem and treat the registered holder(s) hereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof,
of any distribution to the holder(s) hereof, and for all other purposes, and
the Company shall not be affected by any notice to the contrary. Except as
provided in the Warrant Agreement, neither the Warrants nor this Warrant
Certificate entitles any holder hereof to any rights of a stockholder of any
Purchaser Entity.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth
on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This
Warrant shall not be valid unless signed by the Purchaser Entities.


 





















 


[Form of Warrant A Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants entitling the holder on exercise to receive shares of the
Purchaser Entities, and are issued or to be issued pursuant to a Warrant
Agreement dated as of [Closing Date], duly executed and delivered by the
Purchaser Entities, which Warrant Agreement is hereby incorporated by reference
in and made a part of this instrument. A copy of the Warrant Agreement may be
obtained by the holder (the words “holders” or “holder” meaning the registered
holders or registered holder of the Warrants evidenced hereby) upon written
request to the Company.


 


Warrants
may be exercised upon the occurrence of certain events at any time commencing
on the Closing Date and prior to the Expiration Date. The holder may exercise
them by surrendering this Warrant Certificate, with the form of election to
purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price in cash at the office of the Company designated
for such purpose. Notwithstanding the foregoing, Warrants may be exercised
without the exchange of funds pursuant to the net exercise provisions of
Section 5 of the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the
Component Number may, subject to certain conditions, be adjusted. If the Component
Number is adjusted, the Warrant Agreement provides that the number of shares
issuable upon the exercise of each Warrant shall be adjusted. The Company shall
not be required to issue fractions of Components upon the exercise of any
Warrant. In lieu of issuing such fractions of Components, however, the Company
may pay the cash equal to the Fair Market Value of such fraction thereof
determined as provided in the Warrant Agreement. The Warrant Agreement also
provides that, upon the occurrence of certain events, the Component Price for
the Components may be adjusted.


 


This
Warrant Certificate, when surrendered at the office of the Company by the
holder, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor evidencing in
the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at
the office of the Company a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be
issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for
any tax or other governmental charge imposed in connection therewith.


 





















 


                IN WITNESS WHEREOF, the
Purchaser Entities have caused this Warrant Certificate to be signed by their
respective Chief Executive Officers, and Secretaries and have caused their
corporate seals to be affixed hereunto or imprinted hereon.


 


 


	
  Dated:

  	
   

  	
   

  	
  Dated:

  	
   

  
	
   

  	
  WMG
  Parent Corp.:

  	
   

  	
   

  	
  WMG
  Holding Corp.:

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Chief
  Executive Officer

  	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Secretary

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
  [SEAL]

  	
   

  	
  [SEAL]