Exhibit 4.3


 





















 




 





REGISTRATION RIGHTS AGREEMENT


 


Dated as of April 8, 2004


 


Among


 


WMG ACQUISITION CORP.


 


and


 


THE GUARANTORS NAMED HEREIN


 


as Issuers,


 


and


 


DEUTSCHE BANK SECURITIES INC.,


BANC OF AMERICA SECURITIES LLC,


LEHMAN BROTHERS INC.


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


 


as Dollar Initial Purchasers


 


 


DEUTSCHE BANK AG LONDON

BANC OF AMERICA SECURITIES LIMITED

LEHMAN BROTHERS INTERNATIONAL

MERRILL LYNCH INTERNATIONAL


 


as the Sterling Initial Purchasers


 


 


$465,000,000 73/8% Senior Subordinated Notes due 2014


 


 


£100,000,000 81/8 % Senior Subordinated Notes
due 2014


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
  2.

  	
  Exchange
  Offer

  	
   

  
	
  3.

  	
  Shelf Registration

  	
   

  
	
  4.

  	
  Additional Interest

  	
   

  
	
  5.

  	
  Registration Procedures

  	
   

  
	
  6.

  	
  Registration Expenses

  	
   

  
	
  7.

  	
  Indemnification and Contribution

  	
   

  
	
  8.

  	
  Rules 144 and 144A

  	
   

  
	
  9.

  	
  Underwritten Registrations

  	
   

  
	
  10.

  	
  Miscellaneous

  	
   

  



 


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REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is dated as of April 8,
2004, among WMG ACQUISITION CORP., a Delaware corporation (the “Company”),
and the subsidiaries of the Company listed on the signature pages hereto
(collectively, and together with any entity that in the future executes a
supplemental indenture pursuant to which such entity agrees to guarantee the
Notes (as hereinafter defined), the “Guarantors,” and together with the
Company, the “Issuers”), DEUTSCHE BANK SECURITIES INC, BANC OF AMERICA SECURITIES LLC, LEHMAN
BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (the “Dollar
Initial Purchasers”) and DEUTSCHE BANK AG LONDON, BANC OF AMERICA
SECURITIES LIMITED, LEHMAN BROTHERS INTERNATIONAL and MERRILL LYNCH INTERNATIONAL
(the “Sterling Initial Purchasers” and, together with the
Dollar Initial Purchasers, the “Initial Purchasers”) as initial
purchasers.


 


This Agreement
is entered into in connection with the Purchase Agreement by and among the
Issuers and the Initial Purchasers, dated as of April 1, 2004 (the “Purchase
Agreement”), which provides for, among other things, the sale by the
Company to the Initial Purchasers of (i) $465,000,000 aggregate principal
amount of the Company’s 7 3/8% Senior Subordinated Notes due 2014 (the “Dollar
Notes”) and (ii) £100,000,000 aggregate principal amount of the Company’s 8
1/8% Senior Subordinated Notes due 2014 (the “Sterling Notes” and,
together with the Dollar Notes, the “Notes”) each guaranteed on an
unsecured senior subordinated basis by the Guarantors (the “Guarantees”).
References herein to the “Securities” refer to the Notes and the Guarantees,
collectively. In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuers have agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchasers and any
subsequent holder or holders of the Notes. The execution and delivery of this
Agreement is a condition to the Initial Purchasers’ obligation to purchase the
Notes under the Purchase Agreement.


 


The parties
hereby agree as follows:


 


1.                                       Definitions


 


As used in
this Agreement, the following terms shall have the following meanings:


 


Additional Interest: See Section 4(a) hereof.


 


Advice: See the last paragraph of Section 5
hereof.


 


Agreement: See the introductory paragraphs
hereto.


 





















 


Applicable Period: See Section 2(b) hereof.


 


Business Day: Any day that is not a Saturday,
Sunday or a day on which banking institutions in New York are authorized or
required by law to be closed.


 


Company: See the introductory paragraphs
hereto.


 


Dollar Initial Purchasers: Shall have the
meaning set forth in the preamble hereto.


 


Dollar Notes: Shall have the meaning set forth
in the preamble hereto.


 


Effectiveness Period: See Section 3(a) hereof.


 


Event Date: See Section 4(b) hereof.


 


Exchange Act: The Securities Exchange Act of
1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.


 


Exchange Notes: See Section 2(a) hereof.


 


Exchange Offer: See Section 2(a) hereof.


 


Exchange Offer Registration Statement: See
Section 2(a) hereof.


 


Exchange Securities: shall mean the Exchange
Notes together with the unconditional guarantees of the Exchange Notes made by
the Guarantors.


 


Guarantees: See the introductory paragraphs hereto.


 


Guarantors: See the introductory paragraphs
hereto.


 


Holder: Any holder of a Registrable Note or
Registrable Securities.


 


Indenture: The Indenture, dated as of April 8,
2004, by and among the Company, the Guarantors, and Wells Fargo Bank, National
Association, as Trustee, pursuant to which the Notes are being issued, as
amended or supplemented from time to time in accordance with the terms thereof.


 


Information: See Section 5(o) hereof.


 


Initial Purchasers: See the introductory
paragraphs hereto.


 


Initial Shelf Registration: See Section 3(a)
hereof.


 


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Inspectors: See Section 5(o) hereof.


 


Issue Date: April 8, 2004, the date of original issuance of the
Notes.


 


Issuers: See the introductory paragraphs
hereto.


 


Company: See the introductory paragraphs
hereto.


 


NASD: See Section 5(s) hereof.


 


Notes: See the introductory paragraphs hereto.


 


Participant: See Section 7(a) hereof.


 


Participating Broker-Dealer: See Section 2(b)
hereof.


 


Person: An individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust,
unincorporated association, union, business association, firm or other legal
entity.


 


Prospectus: The prospectus included in any
Registration Statement (including, without limitation, any prospectus subject
to completion and a prospectus that includes any information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Securities Act and any term sheet filed
pursuant to Rule 434 under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


Purchase Agreement: See the introductory
paragraphs hereof.


 


Records: See Section 5(o) hereof.


 


Registrable Securities: shall mean each
Security, upon its original issuance and at all times subsequent thereto and
each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon
original issuance and at all times subsequent thereto; provided, however, that
the Securities and Exchange Securities shall cease to be Registrable Securities
(i) when, in the case of a Holder of such Securities who was entitled to
participate in the Exchange Offer, an Exchange Offer Registration Statement
with respect to the Securities shall have been declared effective under the
1933 Act and either (a) such Securities shall have been exchanged pursuant to
the Exchange Offer for Exchange Securities or (b) the Securities were not
tendered by the Holder thereof in the Exchange Offer, (ii) when a Shelf
Registration Statement with respect to the Securities shall have been declared
effective under the 1933 Act and the Securities shall have been disposed of
pursuant to such Shelf Registration Statement,


 


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(iii) when the Securities are
able to be sold to the public pursuant to Rule 144(k) (or any similar provision
then in force, but not Rule 144A) under the 1933 Act, (iv) such Securities are
sold pursuant to Rule 144 under circumstances in which any legend borne by such
Securities relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture or (v) when the Securities shall have ceased to be outstanding.


 


Registration Statement: Any registration
statement of the Company that covers any of the Notes or the Exchange Notes
(and the related Guarantees) filed with the SEC under the Securities Act,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.


 


Rule 144: Rule 144 under the Securities Act.


 


Rule 144A: Rule 144A under the Securities Act.


 


Rule 405: Rule 405 under the Securities Act.


 


Rule 415: Rule 415 under the Securities Act.


 


Rule 424: Rule 424 under the Securities Act.


 


SEC: The U.S. Securities and Exchange
Commission.


 


Securities: Shall have the meaning set forth
in the preamble hereto.


 


Securities Act: The Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


Shelf Notice: See Section 2(c) hereof.


 


Shelf Registration: See Section 3(b) hereof.


 


Shelf Registration Statement: Any Registration
Statement relating to a Shelf Registration.


 


Shelf Suspension Period: See Section 3(a)
hereof.


 


Sterling Initial Purchasers: Shall have the
meaning set forth in the preamble hereto.


 


Sterling Notes: Shall have the meaning set
forth in the preamble hereto.


 


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Subsequent Shelf Registration: See Section
3(b) hereof.


 


TIA: The Trust Indenture Act of 1939, as
amended.


 


Trustee: The trustee under the Indenture and
the trustee (if any) under any
in-denture governing the Exchange Notes (and the related Guarantees).


 


Underwritten registration or underwritten offering:
A registration in which securities of the Company is sold to an underwriter for
reoffering to the public.


 


Except as
otherwise specifically provided, all references in this Agreement to acts,
laws, statutes, rules, regulations, releases, forms, no-action letters and
other regulatory requirements (collectively, “Regulatory Requirements”) shall
be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements
adopted as a replacement thereto having substantially the same effect
therewith; provided that Rule 144 shall not be deemed to amend or
replace Rule 144A.


 


2.                                       Exchange Offer


 


(a)                                  Unless
the Exchange Offer would violate applicable law or any applicable
interpretation of the staff of the SEC, the Issuers shall use their reasonable
best efforts to file with the SEC a Registration Statement (the “Exchange
Offer Registration Statement”) on an appropriate registration form with
respect to a registered offer (the “Exchange Offer”) to exchange any and
all of the Registrable Securities for a like aggregate principal amount of debt
securities of the Company (the “Exchange Notes”), guaranteed on an
unsecured senior subordinated basis by the Guarantors, that are identical in
all material respects to the Securities, except that (i) the Exchange
Securities shall contain no restrictive legend thereon and (ii) interest
thereon shall accrue from the last date on which interest was paid on the
Securities or, if no such interest has been paid, from the Issue Date, and
which are entitled to the benefits of the Indenture or a trust indenture which
is identical in all material respects to the Indenture (other than such changes
to the Indenture or any such identical trust indenture as are necessary to comply
with the TIA) and which, in either case, has been qualified under the TIA. The
Exchange Offer shall comply with all applicable tender offer rules and
regulations under the Exchange Act and other applicable laws. The Issuers shall
(x) use their reasonable best efforts to cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act; (y) keep the Exchange Offer open for at
least 20 Business Days (or longer if required by applicable law) after the date
that notice of the Exchange Offer is mailed to Holders; and (z) consummate the
Exchange Offer on or prior to the 360th day following the Issue Date.


 


Each Holder
(including, without limitation, each Participating Broker-Dealer) who
participates in the Exchange Offer will be required to represent to the Issuers
in writing (which may be contained in the applicable letter of transmittal)
that: (i) any Exchange Securities acquired in exchange for Registrable
Securities tendered are being acquired in the ordinary


 


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course of business of the
Person receiving such Exchange Securities, whether or not such recipient is
such Holder itself; (ii) at the time of the commencement or consummation of
the, Exchange Offer neither such Holder nor, to the actual knowledge of such
Holder, any other Person receiving Exchange Securities from such Holder has an
arrangement or understanding with any Person to participate in the distribution
of the Exchange Securities in violation of the provisions of the Securities
Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any
other Person receiving Exchange Securities from such Holder is an “affiliate”
(as defined in Rule 405) of the Company or, if it is an affiliate of the
Company, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable and will provide
information to be included in the Shelf Registration Statement in accordance
with Section 5 hereof in order to have their Securities included in the Shelf
Registration Statement and benefit from the provisions regarding Additional
Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Securities from
such Holder is engaging in or intends to engage in a distribution of the
Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer,
such Holder has acquired the Registrable Securities as a result of
market-making activities or other trading activities and that it will comply
with the applicable provisions of the Securities Act (including, but not
limited to, the prospectus delivery requirements thereunder).


 


Upon
consummation of the Exchange Offer in accordance with this Section 2, the
provisions of this Agreement shall continue to apply, mutatis  mutandis,
solely with respect to Registrable Securities that are Exchange Securities as
to which Section 2(c)(iv) is applicable and Exchange Securities held by
Participating Broker-Dealers, and the Company shall have no further obligation
to register Registrable Securities (other than Exchange Securities as to which
clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.


 


No securities
other than the Exchange Securities shall be included in the Ex-change Offer
Registration Statement.


 


(b)                                 The
Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a
section entitled “Plan of Distribution,” which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential “underwriter” status of any broker-dealer that is the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities
received by such broker-dealer in the Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies represent
the prevailing views of the staff of the SEC. Such “Plan of Distribution”
section shall also expressly permit, to the extent permitted by applicable
policies and regulations of the SEC, the use of the Prospectus by all Persons
subject to the prospectus delivery requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of
the SEC, all Participating Broker-Dealers, and include a statement


 


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describing the means by which Participating Broker-Dealers may
resell the Exchange Securities in compliance with the Securities Act.


 


The Issuers
shall use their reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus contained
therein in order to permit such Prospectus to be lawfully delivered by all
Persons subject to the prospectus delivery requirements of the Securities Act
for such period of time as is necessary to comply with applicable law in
connection with any resale of the Exchange Securities; provided, however,
that such period shall not be required to exceed 90 days or such longer period
if extended pursuant to the last paragraph of Section 5 hereof or such time as
such Participating Broker-Dealer no longer owns any Registrable Securities (the
“Applicable Period”).


 


If any Initial
Purchaser determines that it is not eligible to participate in the Exchange
Offer with respect to the exchange of Securities constituting any portion of an
unsold allotment, at the request of such Initial Purchaser prior to the commencement
of the Exchange Offer, the Issuers shall issue and deliver to such Initial
Purchaser or the person purchasing Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of
Registrable Securities or Exchange Securities, as applicable. The Issuers shall
use their commercially reasonable efforts to cause the CUSIP Service Bureau to
issue the same CUSIP number and International Securities Identification Number
(“ISIN”) for such Securities as for any Exchange Securities issued
pursuant to the Exchange Offer.


 


In connection
with the Exchange Offer, the Issuers shall:


 


(1)                                  mail,
or cause to be mailed, to each Holder of record entitled to participate in the
Exchange Offer a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;


 


(2)                                  use
their respective reasonable best efforts to keep the Exchange Offer open for
not less than 20 Business Days after the date that notice of the Exchange Offer
is mailed to Holders (or longer if required by applicable law);


 


(3)                                  utilize
the services of a depositary for the Exchange Offer with an address in the Borough
of Manhattan, The City of New York or, in the case of the Sterling Notes,
Amsterdam, London or Luxembourg, which may be the Trustee or an Affiliate of
the Trustee;


 


(4)                                  permit
Holders to withdraw tendered Notes at any time prior to the close of business,
New York time, on the last Business Day on which the Exchange Offer remains
open; and


 


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(5)                                  otherwise comply in all material respects
with all applicable laws, rules and regulations.


 


As soon as practicable after
the close of the Exchange Offer, the Issuers shall:


 


(1)                                  accept for exchange all Registrable
Securities validly tendered and not validly withdrawn pursuant to the Exchange
Offer;


 


(2)                                  deliver to the Trustee for cancellation all
Registrable Securities so accepted for exchange; and


 


(3)                                  cause the Trustee to authenticate and deliver
promptly to each Holder of Securities or Exchange Securities, as the case may
be, equal in principal amount to the Securities of such Holder so accepted for
exchange; provided that, in the case of any Securities held in global
form by a depositary, authentication and delivery to such depositary of one or
more replacement Securities in global form in an equivalent principal amount
thereto for the account of such Holders in accordance with the Indenture shall
satisfy such authentication and delivery requirement.


 


The Exchange Offer shall not be subject to any conditions, other than that (i) the
Exchange Offer does not violate applicable law or any applicable interpretation
of the staff of the SEC; (ii) no action or proceeding shall have been
instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuers to proceed with the Exchange
Offer, and no material adverse development shall have occurred in any existing
action or proceeding with respect to the Issuers; and (iii) all governmental
approvals shall have been obtained, which approvals the Issuers deem necessary
for the consummation of the Exchange Offer.


 


The Exchange Securities
shall be issued under (i) the Indenture or (ii) an indenture identical in all
material respects to the Indenture and which, in either case, has been
qualified under the TIA or is exempt from such qualification and shall provide
that the Exchange Securities shall not be subject to the transfer restrictions
set forth in the Indenture. The Indenture or such indenture shall provide that
the Exchange Securities and the Securities shall vote and consent together on
all matters as one class and that none of the Exchange Securities or the
Securities will have the right to vote or consent as a separate class on any
matter.


 


(c)                                  If, (i) because of any change in law or in
currently prevailing interpretations of the staff of the SEC, the Issuers are
not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 360 days of the Issue Date, (iii) the Initial Purchasers or
any other holder of Securities not able to participate in the Exchange Offer
due to applicable law so requests in writing to the Company at any time prior
to the commencement of the Exchange Offer, or (iv) in the case of any Holder
that participates in the Exchange


 


8





















 


Offer, such Holder does not
receive Exchange Securities on the date of the exchange that may be sold
without restriction under state and federal securities laws (other than due
solely to the status of such Holder as an affiliate of the Company within the
meaning of the Securities Act) and so notifies the Company within 15 days after
such Holder first becomes aware of such restrictions, in the case of each of
clauses (i) to and including (iv) of this sentence, then the Issuers shall
promptly deliver to the Trustee (to deliver to the Holders) written notice
thereof (the “Shelf Notice”) and shall file a Shelf Registration
pursuant to Section 3 hereof.


 


3.                                       Shelf Registration


 


If at any time
a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:


 


(a)                                  Shelf
Registration. The Issuers shall as promptly as practicable file with the
SEC a Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the “Initial
Shelf Registration”). The Issuers shall use their reasonable best efforts to
file with the SEC the Initial Shelf Registration. The Initial Shelf
Registration shall be on Form S-1 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner
or manners designated by them (including, without limitation, one underwritten offering).


 


The Issuers shall use their respective reasonable best efforts to cause
the Shelf Registration to be declared effective under the Securities Act within
360 days of the Issue Date and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date that is two
years from the Issue Date or such shorter period ending when all Registrable
Securities covered by the Initial Shelf Registration have been sold in the
manner set forth and as contemplated in the Initial Shelf Registration or, if
applicable, a Subsequent Shelf Registration (the “Effectiveness Period”);
provided, however, that the Effectiveness Period in respect of
the Initial Shelf Registration shall be extended to the extent required to
permit dealers to comply with the applicable prospectus delivery requirements
of Rule 174 under the Securities Act and as otherwise provided herein and shall
be subject to reduction to the extent that the applicable provisions of Rule
144(k) are amended or revised to reduce the two year holding period set forth
therein. Notwithstanding anything to the contrary in this Agreement, at any
time, the Company may delay the filing of any Initial Shelf Registration Statement
or delay or suspend the effectiveness thereof, for a reasonable period of time,
but not in excess of an aggregate of 60 consecutive days, three (3) times
during any calendar year (each, a “Shelf Suspension Period”), if the
Board of Directors of the Company determines reasonably and in good faith that
the filing of any such Initial Shelf Registration Statement or the continuing
effectiveness thereof would require the disclosure of non-public material
information that, in the reasonable judgment of the


 


9





















 


Board of
Directors of the Company, would be detrimental to the Company if so disclosed
or would otherwise materially adversely affect a
financing, acquisition, disposition, merger or other material transaction or
such action is required by applicable law; provided, however,
that any Shelf Registration Suspension Period shall extend the number of days
the Shelf Registration Statement or Prospectus is available by an amount equal
to the number of days in such Shelf Suspension Period.


 


(b)                                 Withdrawal
of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the Notes registered thereunder), the Issuers shall use their
respective reasonable best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within 60 days of
such cessation of effectiveness amend such Shelf Registration Statement in a
manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional Shelf Registration Statement pursuant to Rule
415 covering all of the Registrable Securities covered by and not sold under
the Initial Shelf Registration or an earlier Subsequent Shelf Registration
(each, a “Subsequent Shelf Registration”). If a Subsequent Shelf
Registration is filed, the Issuers shall use their respective reasonable best
efforts to cause the Subsequent Shelf Registration to be declared effective
under the Securities Act as soon as practicable after such filing and to keep
such subsequent Shelf Registration continuously effective for a period equal to
the number of days in the Effectiveness Period less the aggregate number of
days during which the Initial Shelf Registration or any Subsequent Shelf
Registration was previously continuously effective. As used herein the term “Shelf
Registration” means the Initial Shelf Registration and any Subsequent Shelf
Registration.


 


(c)                                  Supplements
and Amendments. The Issuers shall promptly supplement and amend the Shelf
Registration if required by the rules, regulations or instructions applicable
to the registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested by the Holders of a majority in
aggregate principal amount of the Registrable Securities (or their counsel)
covered by such Registration Statement with respect to the information included
therein with respect to one or more of such Holders, or if reasonably requested
by any underwriter of such Registrable Securities with respect to the
information included therein with respect to such underwriter.


 


4.                                       Additional Interest


 


(a)                                  The
Issuers and the Initial Purchasers agree that the Holders will suffer damages
if the Issuers fail to fulfill their obligations under Section 2 or Section 3
hereof and that it would not be feasible to ascertain the extent of such
damages with precision.


 


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Accordingly, the Issuers agree
to pay, jointly and severally, as liquidated damages, additional interest on
the Notes (“Additional Interest”) under the circumstances and to the
extent set forth below (each of which shall be given independent effect):


 


(i)                                     if
(a) neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf
Registration Statement is declared effective, within, in each case, 360 days of
the Issue Date, then Additional Interest shall accrue on the Notes at a rate of
0.25% per annum on the principal amount of such Notes for the first 90 days
from and including such specified date and increasing by an additional 0.25%
per annum at the beginning of each subsequent
90-day period thereafter; provided that Additional Interest in
the aggregate under this Section 4 may not exceed 1.00% per annum of the
principal amount of such Notes; or


 


(ii)                                  notwithstanding
that the Issuers have consummated or will consummate an Exchange Offer, if the
Issuers are required to file a Shelf Registration Statement and such Shelf
Registration Statement is not declared effective on or prior to the 360th day
following the date the filing of such Shelf Registration Statement is required
or requested pursuant to Section 3(a), then Additional Interest shall accrue on
the Notes at a rate of 0.25% per annum of the principal amount of such Notes
for the first 90 days from and including such specified date and increasing by
an additional 0.25% per annum at the beginning of each subsequent 90-day period
thereafter; provided that Additional Interest in the aggregate under this
Section 4 may not exceed 1.00% per annum of the principal amount of such Notes;
or


 


(iii)                               if
the Shelf Registration Statement required by Section 3(a) of this Agreement has
been declared effective but thereafter ceases to be effective at any time at
which it is required to be effective under this Agreement and such failure to
remain effective exists for more than the number of days permitted by the
second paragraph of Section 3(a), then commencing on the applicable day,
following the date on which such Shelf Registration Statement ceases to be
effective, Additional Interest shall accrue on the Notes at a rate of 0.25% per
annum of the principal amount of such Notes for the first 90 days from and
including such day, as applicable, following the date on which such Shelf
Registration Statement ceases to be effective and increasing by an additional
0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided
that Additional Interest in the aggregate under this Section 4 may not exceed
1.00% per annum of the principal amount of such Notes.


 


(b)                                 The
Issuers shall notify the Trustee within one business day after each and every
date on which an event occurs in respect of which Additional Interest is
required to be paid (an “Event Date”). Any amounts of Additional
Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
payable in cash semiannually on each April 15 and October 15 (to the holders of
record on the April 1 and October 1 immediately preceding such


 


11





















 


dates), commencing with the
first such date occurring after any such Additional Interest commences to accrue.
The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Registrable
Securities, multiplied by a fraction, the numerator of which is the number of
days such Additional Interest rate was applicable during such period
(determined on the basis of a 360 day year comprised of twelve 30 day months
and, in the case of a partial month, the actual number of days elapsed), and
the denominator of which is 360.


 


5.                                       Registration Procedures


 


In connection
with the filing of any Registration Statement pursuant to Section 2 or 3
hereof, the Issuers shall effect such registrations to permit the sale of the
securities covered thereby in accordance with the intended method or methods of
disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Company hereunder each of the Issuers
shall:


 


(a)                                  Prepare
and file with the SEC a Registration Statement or Registration Statements as
prescribed by Section 2 or 3 hereof, and use their respective reasonable best
efforts to cause each such Registration Statement to become effective and
remain effective as provided herein; provided, however, that if
(1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained
in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period relating thereto from whom the
Company has received prior written notice that it will be a Participating
Broker-Dealer in the Exchange Offer, before filing any Registration Statement
or Prospectus or any amendments or supplements thereto, the Issuers shall furnish
to and afford the Holders of the Registrable Securities covered by such
Registration Statement (with respect to a Registration Statement filed pursuant
to Section 3 hereof) or each such Participating Broker-Dealer (with respect to
any such Registration Statement), as the case may be, their counsel and the
managing underwriters, if any, a reasonable opportunity to review copies of all
such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed (in each case
at least two business days prior to such filing).


 


(b)                                 Prepare
and file with the SEC such amendments and post-effective amendments to each
Shelf Registration Statement or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep
such Registration Statement continuously effective for the Effectiveness
Period, the Applicable Period or until consummation of the Exchange Offer, as
the case may be; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424; and comply with the


 


12





















 


provisions of the Securities Act and the
Exchange Act applicable to it with respect to the disposition of all securities
covered by such Registration Statement as so amended or in such Prospectus as
so supplemented and with respect to the subsequent resale of any securities
being sold by an Participating Broker-Dealer covered by any such Prospectus.
The Company shall be deemed not to have used its reasonable best efforts to
keep a Registration Statement effective if such Issuer voluntarily takes any
action that would result in selling Holders of the Registrable Securities
covered thereby or Participating Broker-Dealers seeking to sell Exchange Notes
not being able to sell such Registrable Securities or such Exchange Notes
during that period unless such action is required by applicable law or permitted by this Agreement.


 


(c)                                  If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Company has received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer, notify the selling Holders of Registrable Securities (with respect to a
Registration Statement filed pursuant to Section 3 hereof), or each such
Participating Broker-Dealer (with respect to any such Registration Statement),
as the case may be, their counsel and the managing underwriters, if any,
promptly (but in any event within one business day), and confirm such notice in
writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Company, one conformed
copy of such Registration Statement or post-effective amendment including
financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the SEC of any
stop order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
prospectus is required by the Securities Act to be delivered in connection with
sales of the Registrable Securities or resales of Exchange Notes by
Participating Broker-Dealers the representations and warranties of the Issuers
contained in any agreement (including any underwriting agreement) contemplated
by Section 5(n) hereof cease to be true and correct, (iv) of the receipt by any
Issuer of any notification with respect to the suspension of the qualification
or exemption from qualification of a Registration Statement or any of the
Registrable Securities or the Exchange Notes to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information becoming known that
makes any statement made in such Registration Statement or related Prospectus
or any document incorporated


 


13





















 


or deemed to
be incorporated therein by reference untrue in any material respect or that
requires the making of any changes in or amendments or supplements to such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and that in the case of the
Prospectus, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and (vi) of the Issuers’ determination that a
post-effective amendment to a Registration Statement would be appropriate.


 


(d)                                 Use
their respective reasonable best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Registrable Securities
or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale
in any jurisdiction, and, if any such order is issued, to use their respective
reasonable best efforts to obtain the withdrawal of any such order at the
earliest practicable moment.


 


(e)                                  If
a Shelf Registration is filed pursuant to Section 3 and if requested during the
Effectiveness Period by the managing underwriter or underwriters (if any), the
Holders of a majority in aggregate principal amount of the Registrable
Securities being sold in connection with an underwritten offering or any
Participating Broker-Dealer, (i) as promptly as practicable incorporate in a
prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters (if any), such Holders, any Participating
Broker-Dealer or counsel for any of them reasonably request to be included
therein, (ii) make all required filings of such prospectus supplement or such
post-effective amendment as soon as practicable after the Company has received notification of the matters
to be incorporated in such prospectus supplement or post-effective
amendment, and (iii) supplement or make amendments to such Registration
Statement.


 


(f)                                    If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder of Registrable Securities
(with respect to a Registration Statement filed pursuant to Section 3 hereof)
and to each such Participating Broker-Dealer who so requests in writing (with
respect to any such Registration Statement) and to their respective counsel and
each managing underwriter, if any, at the sole expense of the Company, one
conformed copy of the Registration Statement or Registration


 


14





















 


Statements and
each post-effective amendment thereto, including financial statements and
schedules, and, if requested, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits.


 


(g)                                 If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the
Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, deliver to
each selling Holder of Registrable Securities (with respect to a Registration
Statement filed pursuant to Section 3 hereof), or each such Participating
Broker-Dealer (with respect to any such Registration Statement), as the case
may be, their respective counsel, and the underwriters, if any, at the sole
expense of the Company, as many copies of the Prospectus or Prospectuses
(including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request in writing; and, subject to the last paragraph
of this Section 5, the Issuers hereby consent to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders of
Registrable Securities or each such Participating Broker-Dealer, as the case
may be, and the underwriters or agents, if any, and dealers, if any, in
connection with the offering and sale of the Registrable Securities covered by,
or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to,
such Prospectus and any amendment or supplement thereto.


 


(h)                                 Prior
to any public offering of Registrable Securities or any delivery of a
Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, use their respective
reasonable best efforts to register or qualify, and to cooperate with the
selling Holders of Registrable Securities or each such Participating
Broker-Dealer, as the case may be, the managing underwriter or underwriters, if
any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters reasonably request
in writing; provided, however, that where Exchange Notes held by
Participating Broker-Dealers or Registrable Securities are offered other than
through an underwritten offering, the Issuers agree to cause their counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h), keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the
Registrable Securities covered by the applicable Registration


 


15





















 


Statement; provided,
however, that no Issuer shall be required to (A) qualify generally to do
business in any jurisdiction where it is not then so qualified, (B) take any
action that would subject it to general service of process in any such jurisdiction
where it is not then so subject or (C) subject itself to taxation in excess of
a nominal dollar amount in any such jurisdiction where it is not then so
subject.


 


(i)                                     If
a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Securities and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates
shall not bear any restrictive legends and shall be in a form eligible for
deposit with The Depository Trust Company and, in the case of the Sterling
Notes, the common depositary for Euroclear and Clearstream Banking; and enable
such Registrable Securities to be in such denominations (subject to applicable
requirements contained in the Indenture) and registered in such names as the
managing underwriter or underwriters, if any, or Holders may request.


 


(j)                                     Use
their respective commercially reasonable efforts to cause the Registrable
Securities denominated in pounds sterling covered by the Registration Statement
to be registered with or approved by the Luxembourg Stock Exchange and such
other governmental agencies or authorities as may be required in connection
with such approval.


 


(k)                                  If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
(subject to Section 5(a) hereof) file with the SEC, at the sole expense of the
Company, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or
deemed to be incorporated therein by reference, or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder (with respect to a Registration Statement
filed pursuant to Section 3 hereof) or to the purchasers of the Exchange Notes
to whom such Prospectus will be delivered by a Participating Broker-Dealer
(with respect to any such Registration Statement), any such Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.


 


16





















 


(l)                                     Use
their respective reasonable best efforts to cause the Registrable Securities
covered by a Registration Statement or the Exchange Notes, as the case may be,
to be rated with the appropriate rating agencies, if so requested by the
Holders of a majority in
aggregate principal amount of Registrable Securities covered by such
Registration Statement or the Exchange Notes, as the case may be, or the
managing underwriter or underwriters, if any.


 


(m)                               Prior
to the effective date of the first Registration Statement relating to the Registrable Securities, (i)
provide the Trustee with certificates for the Registrable Securities in a form
eligible for deposit with The Depository Trust Company and, in the case of the Sterling Notes, the
common depositary for Euroclear and Clearstream Banking and (ii) provide a
CUSIP number for the Registrable Securities.


 


(n)                                 In
connection with any underwritten offering of Registrable Securities pursuant to
a Shelf Registration, enter into an underwriting agreement as is customary in
underwritten offerings of debt securities similar to the Securities, and take
all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Securities and, in such connection, (i)
make such representations and warranties to, and covenants with, the
underwriters with respect to the business of the Issuers (including any
acquired business, properties or entity, if applicable), and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, as are customarily made by
issuers to underwriters in underwritten offerings of debt securities similar to
the Securities, and confirm the same in writing if and when requested; (ii)
obtain the written opinions of counsel to the Issuers, and written updates
thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters, addressed to the underwriters covering the matters
customarily covered in opinions reasonably requested in underwritten offerings;
(iii) obtain “cold comfort” letters and updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters
from the independent certified public accountants of the Issuers (and, if necessary,
any other independent certified public accountants of the Issuers, or of any
business acquired by the Issuers, for which financial statements and financial
data are, or are required to be, included or incorporated by reference in the
Registration Statement), addressed to each of the underwriters, such letters to
be in customary form and covering matters of the type customarily covered in “cold
comfort” letters in connection with underwritten offerings of debt securities
similar to the Securities; and (iv) if an underwriting agreement is entered
into, the same shall contain indemnification provisions and procedures no less
favorable to the sellers and underwriters, if any, than those set forth in
Section 7 hereof (or such other provisions and procedures reasonably acceptable
to Holders of a majority in aggregate principal amount of Registrable
Securities covered by such Registration Statement and the managing underwriter
or underwriters


 


17





















 


or agents, if any). The above shall be done
at each closing under such under-writing agreement, or as and to the extent
required thereunder.


 


(o)                                 If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, make available for
inspection by any Initial Purchaser, any selling Holder of such Registrable
Securities being sold (with respect to a Registration Statement filed pursuant
to Section 3 hereof), or each such Participating Broker-Dealer, as the case may
be, any underwriter participating in any such disposition of Registrable
Securities, if any, and any attorney, accountant or other agent retained by any
such selling Holder or each such Participating Broker-Dealer (with respect to
any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers,
Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or
agents, collectively, the “Inspectors”), upon written request, at the
offices where normally kept, during reasonable business hours, all pertinent
financial and other records, pertinent corporate documents and instruments of
the Company and subsidiaries of the Company (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of the Company and any of its
subsidiaries to supply all information (“Information”) reasonably
requested by any such Inspector in connection with such due diligence responsibilities. Each Inspector shall agree in
writing that it will keep the Records and Information confidential and that it
will not disclose any of the Records or Information that the Company
determines, in good faith, to be confidential and notifies the Inspectors in
writing are confidential unless (i) the disclosure of such Records or
Information is necessary to avoid or correct a misstatement or omission in such
Registration Statement or Prospectus, (ii) the release of such Records or
Information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, (iii) disclosure of such Records or Information is
necessary or advisable, in the opinion of counsel for any Inspector, in
connection with any action, claim, suit or proceeding, directly or indirectly,
involving or potentially involving such Inspector and arising out of, based
upon, relating to, or involving this Agreement or the Purchase Agreement, or
any transactions contemplated hereby or thereby or arising hereunder or
thereunder, or (iv) the information in such Records or Information has been
made generally available to the public other than by an Inspector or an “affiliate”
(as defined in Rule 405) thereof; provided, however, that prior
notice shall be provided as soon as practicable to the Company of the potential
disclosure of any information by such Inspector pursuant to clauses (i) or (ii)
of this sentence to permit the Company to obtain a protective order (or waive
the provisions of this paragraph (o)) and that such Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not
inconsistent


 


18





















 


with, an
impairment of or in derogation of the rights and interests of the Holder or any
Inspector.


 


(p)                                 Provide
an indenture trustee for the Registrable Securities or the Exchange Notes, as
the case may be, and cause the Indenture or the trust indenture provided for in
Section 2(a) hereof, as the case may be, to be qualified under the TIA not
later than the effective date of the first Registration Statement relating to
the Registrable Securities; and in connection therewith, cooperate with the
trustee under any such indenture and the Holders of the Registrable Securities,
to effect such changes (if any) to such indenture as may be required for such
indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use its reasonable best efforts
to cause such trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed
with the SEC to enable such indenture to be so qualified in a timely manner.


 


(q)                                 Comply
with all applicable rules and regulations of the SEC and make generally available
to its securityholders with regard to any applicable Registration Statement, a
consolidated earning statement satisfying the provisions of Section 11 (a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any fiscal
quarter (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best
efforts underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the
Company, after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.


 


(r)                                    Upon
consummation of the Exchange Offer, obtain an opinion of counsel to the
Issuers, in a form customary for underwritten transactions, addressed to the
Trustee for the benefit of all Holders of Registrable Securities participating
in the Exchange Offer that the Exchange Notes, the related guarantee and the
related indenture constitute legal, valid and binding obligations of the
Issuers, enforceable against the Issuers in accordance with their respective
terms, subject to customary exceptions and qualifications. If the Exchange
Offer is to be consummated, upon delivery of the Registrable Securities by
Holders to the Company (or to such other Person as directed by the Company), in
exchange for the Exchange Notes, the Issuers shall mark, or cause to be marked,
on such Registrable Securities that such Registrable Securities are being
cancelled in exchange for the Exchange Notes; in no event shall such
Registrable Securities be marked as paid or otherwise satisfied.


 


(s)                                  Cooperate
with each seller of Registrable Securities covered by any Registration
Statement and each underwriter, if any, participating in the disposition of


 


19





















 


such
Registrable Securities and their respective counsel in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc. (the “NASD”).


 


(t) Use their respective reasonable best efforts to take all other
steps necessary to effect the registration of the Exchange Notes and/or
Registrable Securities covered by a Registration Statement contemplated hereby.


 


The Company
may require each seller of Registrable Securities as to which any registration
is being effected to furnish to the Company such information regarding such
seller and the distribution of such Registrable Securities as the Company may,
from time to time, reasonably request. The Company may exclude from such
registration the Registrable Securities of any seller so long as such seller
fails to furnish such information within a reasonable time after receiving such
request and no penalty (including any Additional Interest) shall be payable by
the Issuers as a result of such exclusion. Each seller
as to which any Shelf Registration is being effected agrees to furnish promptly
to the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such seller not materially
misleading.


 


If any such
Registration Statement refers to any Holder by name or otherwise as the holder
of any securities of any Issuer, then such Holder shall have the right to
require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the
effect that the holding by such Holder of such securities is not to be
construed as a recommendation by such Holder of the investment quality of the
securities covered thereby and that such holding does not imply that such
Holder will assist in meeting any future financial requirements of the Issuers,
or (ii) in the event that such reference to such Holder by name
or otherwise is not required by the Securities Act or any similar federal
statute then in force, the deletion of the reference to such Holder in any
amendment or supplement to the Registration Statement filed or prepared
subsequent to the time that such reference
ceases to be required.


 


Each Holder of
Registrable Securities and each Participating Broker-Dealer agrees by its
acquisition of such Registrable Securities or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, that, upon actual receipt of
any notice from the Company of the happening of any event of the kind described
in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will
forthwith discontinue disposition of such Registrable Securities covered by
such Registration Statement or Prospectus or Exchange Notes to be sold by such
Holder or Participating Broker-Dealer, as the case may be, until such Holder’s
or Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof, or until it is advised
in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed,
and has received copies of any amendments or supplements thereto. In the event
that the Issuers shall give any


 


20





















 


such notice, each of the
Applicable Period and the Effectiveness Period shall be extended by the number
of days during such periods from and including the date of the giving of such
notice to and including the date when each seller of Registrable Securities
covered by such Registration Statement or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, shall have received (x) the
copies of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof or (y) the Advice.


 


6.                                       Registration Expenses


 


All fees and
expenses incident to the performance of or compliance with this Agreement by
the Issuers shall be borne by the Company, whether or not the Exchange Offer
Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities or Exchange Notes and determination of the eligibility
of the Registrable Securities or Exchange Notes for investment under the laws of
such jurisdictions (x) where the holders of Registrable Securities are located,
in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof,
in the case of Registrable Securities or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Securities or Exchange Notes in a form eligible for deposit with
The Depository Trust Company and, in the case of the Sterling Notes, the common
depositary for Euroclear and Clearstream Banking and of printing prospectuses
if the printing of prospectuses is requested by the managing underwriter or
underwriters, if any, by the Holders of a majority in aggregate principal
amount of the Registrable Securities included in any Registration Statement or
in respect of Registrable Securities or Exchange Notes to be sold by any
Participating Broker-Dealer during the Applicable Period, as the case may be,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Issuers and, in the case of a Shelf Registration, reasonable
fees and disbursements of one special counsel for all of the sellers of
Registrable Securities selected by the Holder of a majority in aggregate
principal amount of Registrable Securities covered by such Shelf Registration
retained in connection with such Shelf Registration (which counsel shall be
reasonably satisfactory to the Company) (exclusive of any counsel retained pursuant
to Section 7 hereof), (v) fees and disbursements of all independent certified
public accountants referred to in Section 5(n)(iii) hereof (including, without
limitation, the expenses of any “cold comfort” letters required by or incident
to such performance), (vi) Securities Act liability insurance, if the Issuers
desire such insurance, (vii) fees and expenses of all other Persons retained by
the Issuers, (viii) internal expenses of the Issuers (including, without
limitation, all salaries and expenses of officers and employees of the Issuers
performing legal or accounting duties), (ix) the expense of any annual audit,
(x) any fees and expenses incurred in connection


 


21





















 


with the listing of the
securities to be registered on any securities exchange, and the obtaining of a
rating of the securities, in each case, if applicable and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement.


 


7.                                       Indemnification and Contribution.


 


(a)                                  Each
of the Issuers agree jointly and severally, to indemnify and hold harmless each
Holder of Registrable Securities and each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period, and each Person, if any, who
controls such Person or its affiliates within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims, damages or
liabilities to which any Participant may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon:


 


(i)                                     any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement (or any amendment thereto) or Prospectus (as amended
or supplemented if any of the Issuers shall have furnished any amendments or
supplements thereto) or any preliminary prospectus; or


 


(ii)                                  the
omission or alleged omission to state, in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if any of the
Issuers shall have furnished any amendments or supplements thereto) or any
preliminary prospectus or any amendment or supplement thereto, a material fact
required to be stated therein or necessary to make the statements therein not
misleading;


 


and will reimburse, as
incurred, the Participant for any reasonable legal or other expenses incurred
by the Participant in connection with investigating, defending against or
appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, none of the
Issuers will be
liable in any such case to the extent that any such loss, claim, damage, or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in any Registration Statement
(or any amendment thereto) or Prospectus (as amended or supplemented if any of
the Issuers shall have furnished any amendments or supplements thereto) or any
preliminary prospectus or any amendment or supplement thereto in reliance upon
and in conformity with information relating to any Participant furnished to the
Issuers by such Participant specifically for use therein; provided, further,
that with respect to any untrue statement or omission from any preliminary
prospectus, the indemnity agreement contained in this paragraph (a) shall not
inure to the benefit of any Participant to the extent that the sale to the
person asserting any such loss, claim, damage or liability was an initial
resale by such Participant and any such loss, claim, damage or liability of or
with respect to such Participant results from the fact that both (i) a copy of
the Prospectus was not sent or given to such person at or prior to the written


 


22





















 


confirmation of the sale of
such Securities to such person and (ii) the untrue statement in or omission
from such preliminary prospectus was corrected in the Prospectus unless, in
either case, such failure to deliver the Prospectus was a result of
non-compliance by the Issuer with its obligations under this Agreement. The
indemnity provided for in this Section 7 will be in addition to any liability
that the Issuers may otherwise have to the indemnified parties. The Issuers
shall not be liable under this Section 7 for any settlement of any claim or action
effected without their prior written consent, which shall not be unreasonably
withheld.


 


(b)                                 Each
Participant, severally and not jointly, agrees to indemnify and hold harmless
the Issuers, their directors, their officers and each person, if any, who controls
the Issuers within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act against any losses, claims, damages or liabilities to which the
Issuers or any such director, officer or controlling person may become subject
under the Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement or Prospectus, any amendment or
supplement thereto, or any preliminary prospectus, or (ii) the omission or the
alleged omission to state therein a material fact necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information concerning such Participant, furnished to the Issuers by the
Participant, specifically for use therein; and subject to the limitation set
forth immediately preceding this clause, will reimburse, as incurred, any
reasonable legal or other expenses incurred by the Issuers or any such
director, officer or controlling person in connection with investigating or
defending against or appearing as a third party witness in connection with any
such loss, claim, damage, liability or action in respect thereof. The indemnity
provided for in this Section 7 will be in addition to any liability that the
Participants may otherwise have to the indemnified parties. The Participants
shall not be liable under this Section 7 for any settlement of any claim or
action effected without their consent, which shall not be unreasonably
withheld. The Issuers shall not, without the prior written consent of such
Participant, effect any settlement or compromise of any pending or threatened
proceeding in respect of which such Participant is or could have been a party,
or indemnity could have been sought hereunder by such Participant, unless such
settlement (A) includes an unconditional written release of such Participant,
in form and substance reasonably satisfactory to such Participant, from all
liability on claims that are the subject matter of such proceeding and (B) does
not include any statement as to an admission of fault, culpability or failure
to act by or on behalf of such Participant.


 


(c)                                  Promptly
after receipt by an indemnified party under this Section 7 of notice of the
commencement of any
action for which such indemnified party is entitled to indemnification
under this Section 7, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 7,
notify the indemnifying party of the commencement thereof in writing; but the
omission to so notify the indemnifying party


 


23





















 


(i) will not relieve it from any liability
under paragraph (a) or (b) above unless and to the extent such failure results
in the forfeiture by the indemnifying party of material rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraphs (a) and (b) above. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party; provided, however,
that if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest,
(ii) the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to it and/or
other indemnified parties that are different from or additional to those
available to the indemnifying party, or (iii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after receipt by the
indemnifying party of notice of the institution of such action, then, in each
such case, the indemnifying party shall not have the right to direct the
defense of such action on behalf of such indemnified party or parties and such
indemnified party or parties shall have the right to select separate counsel to
defend such action on behalf of such indemnified party or parties. After notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof and approval by such indemnified party of counsel
appointed to defend such action, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses,
other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable
for the expenses of more than one separate counsel in any one action or
separate but substantially similar actions arising out of the same general
allegations or circumstances, designated by Participants who sold a majority in
interest of the Registrable Securities and Exchange Securities sold by all such
Participants in the case of paragraph (a) of this Section 7 or the Issuers in
the case of paragraph (b) of this Section 7, representing the indemnified
parties under such paragraph (a) or paragraph (b), as the case may be, who are
parties to such action or actions) or (ii) the indemnifying party has
authorized in writing the employment of counsel for the indemnified party at
the expense of the indemnifying party. All fees and expenses reimbursed
pursuant to this paragraph (c) shall be reimbursed as they are incurred. After
such notice from the indemnifying party to such indemnified party, the
indemnifying party will not be liable for the costs and expenses of any
settlement of such action effected by such indemnified party without the prior
written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its
rights under this Section 7, in which case the indemnified party may effect
such a settlement without such consent.


 


24





















 


(d)                                 In
circumstances in which the indemnity agreement provided for in the preceding
paragraphs of this Section 7 is unavailable to, or insufficient to hold
harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying party, in order
to provide for just and equitable contribution, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other from
the offering of the Notes or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, not only such relative benefits
but also the relative fault of the indemnifying party or parties on the one
hand and the indemnified party on the other in connection with the statements
or omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof). The relative
benefits received by the Company on the one hand and such Participant on the
other shall be deemed to be in the same proportion as the total proceeds from
the offering (before deducting expenses) of the Notes received by the Company
bear to the proceeds (which shall include any expenses paid by the Issuers)
received by such Participant in connection with the sale of the Notes. The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand, or the Participants on the
other, the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or alleged
statement or omission, and any other equitable considerations appropriate in
the circumstances. The parties agree that it would not be equitable if the
amount of such contribution were determined by pro rata or per capita
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this
paragraph (d). Notwithstanding any other provision of this paragraph (d), no
Participant shall be obligated to make contributions hereunder that in the
aggregate exceed the proceeds (which shall include any expenses paid by the
Issuers) received by such Participant in connection with the sale of the Notes,
less the aggregate amount of any damages that such Participant has otherwise
been required to pay by reason of the untrue or alleged untrue statements or
the omissions or alleged omissions to state a material fact, and no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this paragraph (d), each
person, if any, who controls a Participant within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Participants, and each director of the Issuers, each
officer of the Issuers and each person, if any, who controls the Issuers within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall
have the same rights to contribution as the Issuers.


 


25





















 


8.                                       Rules 144 and 144A


 


The Issuers
covenant and agree that they will file the reports required to be filed by them
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder in a timely manner in accordance with the
requirements of the Securities Act and the Exchange Act and, if at any time the
Company or any Guarantor is not required to file such reports, the Company or
such Guarantor, as the case may be, will, upon the request of any Holder or
beneficial owner of Registrable Securities, make available such information
necessary to permit sales pursuant to Rule 144A. The Issuers further covenant
and agree, for so long as any Registrable Securities remain outstanding that
they will take such further action as any Holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144(k) under the
Securities Act and Rule 144A.


 


9.                                       Underwritten Registrations


 


If any of the
Registrable Securities covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable
Securities included in such offering; provided that such investment
banker or investment bankers and manager or managers is or are reasonably
acceptable to the Company.


 


No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder’s Registrable
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, custody agreements, lock-up agreements and other documents required
under the terms of such underwriting arrangements.


 


10.                                 Miscellaneous


 


(a)                                  No
Inconsistent Agreements. None of the Issuers has, as of the date hereof,
and none of the Issuers shall, after the date of this Agreement, enter into any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuers’ other issued and outstanding securities
under any such agreements. None of the Issuers will enter into any agreement
with respect to any of their securities which will grant to any Person
piggy-back registration rights with respect to any Exchange Offer Registration
Statement.


 


26





















 


(b)                                 Adjustments
Affecting Registrable Securities. The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Securities as a
class that would adversely affect the ability of the Holders of Registrable
Securities to include such Registrable Securities in a registration undertaken
pursuant to this Agreement.


 


(c)                                  Amendments
and Waivers. The provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, otherwise than with the prior written consent of (I)
the Issuers, and (II) (A) the Holders of not less than a majority in aggregate
principal amount of the then outstanding Registrable Securities and (B) in
circumstances that would adversely affect the Participating Broker-Dealers, the
Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating
Broker-Dealers; provided, however, that Section 7 and this
Section 10(c) may not be amended, modified or supplemented without the prior
written consent of each Holder and each Participating Broker-Dealer (including
any person who was a Holder or Participating Broker-Dealer of Registrable
Securities or Exchange Notes, as the case maybe, disposed of pursuant to any
Registration Statement) affected by any such amendment, modification or
supplement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in aggregate
principal amount of the Registrable Securities being sold pursuant to such
Registration Statement.


 


(d)                                 Notices.
All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, next-day air courier or facsimile:


 


(i)                                if
to a Holder of the Registrable Securities or any Participating Broker-Dealer,
at the most current address of such Holder or Participating Broker-Dealer, as
the case maybe, set forth on the records of the registrar under the Indenture,
with a copy in like manner to the Initial Purchasers as follows:


 


Deutsche Bank
Securities Inc.


60 Wall Street


New York, New
York 10005


Facsimile No.: (646) 324-7467


Attention:
Corporate Finance Department


 


27





















 


with a copy
to:


 


Cahill Gordon
& Reindel LLP


80 Pine Street


New York, New
York 10005


Facsimile No.:
(212) 269-5420


Attention:
William M. Hartnett, Esq.


 


(ii)                                  if
to the Initial Purchasers, at the address specified in Section 10(d)(i);


 


(iii)                               if
to the Issuers, at the address as follows:


 


WMG
Acquisition Corp.

75 Rockefeller Plaza

New York, New York 10019

Attention: General Counsel


 


with a copy
to:


 


Simpson
Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Edward P. Tolley III, Esq.


 


All such notices and communications shall
be deemed to have been duly given: when delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day
air courier; and upon written confirmation, if sent by facsimile.


 


Copies of all
such notices, demands or other communications shall be concurrently delivered
by the Person giving the same to the Trustee at the address and in the manner
specified in such Indenture.


 


(e)                                  Successors
and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto, the Holders and
the Participating Broker-Dealers; provided, however, that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Securities in violation of the terms of the Purchase Agreement
or the Indenture.


 


(f)                                    Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so


 


28





















 


executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.


 


(g)                                 Headings.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.


 


(h)                                 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


(i)                                     Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.


 


(j)                                     Notes
Held by the Issuers or Their Affiliates. Whenever the consent or approval
of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Issuers or their affiliates (as
such term is defined in Rule 405 under the Securities Act) shall not be counted
in determining whether such consent or approval was given by the Holders of
such required percentage.


 


(k)                                  Third-Party
Beneficiaries. Holders of Registrable Securities and Participating
Broker-Dealers are intended third-party beneficiaries of this Agreement, and
this Agreement may be enforced by such Persons.


 


(1)                                  Entire
Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein and any and all prior oral or written
agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuers on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged
herein and replaced hereby.


 


29





















 


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


 


 


	
   

  	
  WMG
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Robinson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul Robinson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By each of
  the Subsidiaries listed on Schedule I

  hereto:

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Robinson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul
  Robinson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


The foregoing Agreement is
hereby

confirmed and accepted as of the date

first above written.


 


By: DEUTSCHE BANK SECURITIES
INC.,


on its own behalf and on behalf
of the Dollar


Initial Purchasers


 


	
  DEUTSCHE
  BANK SECURITIES INC.

  
	
   

  
	
  By:

  	
  /s/ David
  Flannery

  	
   

  
	
   

  	
  Name:

  	
  David
  Flannery

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas
  Cole

  	
   

  
	
   

  	
  Name:

  	
  Thomas Cole

  
	
   

  	
  Title:

  	
  Managing
  Director

  
				



 


 


By: DEUTSCHE BANK AG LONDON, on


its own behalf and on behalf of
the Sterling


Initial Purchasers


 


	
  DEUTSCHE
  BANK AG LONDON

  
	
   

  
	
  By:

  	
  /s/ R.
  Thomas

  	
   

  
	
   

  	
  Name:

  	
  R. Thomas

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
  By:

  	
  /s/ Karen
  Donohue

  	
   

  
	
   

  	
  Name:

  	
  Karen
  Donohue

  
	
   

  	
  Title:

  	
  VP &
  Legal Counsel

  
				



 


[Registration Rights Agreement]


 





















 


SCHEDULE
I


 


Subsidiaries
of the Company


 


A.P. SCHMIDT CO.


ATLANTIC/143 L.L.C.


ATLANTIC/MR VENTURES INC.


ATLANTIC/MR II INC.


ATLANTIC RECORDING CORPORATION


BERNA MUSIC, INC.


BIG BEAT RECORDS INC.


BIG TREE RECORDING CORPORATION


BUTE SOUND LLC


CAFE AMERICANA INC.


CHAPPELL & INTERSONG MUSIC
GROUP (AUSTRALIA) LIMITED


CHAPPELL AND INTERSONG MUSIC
GROUP (GERMANY) INC.


CHAPPELL MUSIC COMPANY, INC.


COTA MUSIC, INC.


COTILLION MUSIC, INC.
CPP/BELWIN, INC.


CRK MUSIC, INC.


E/A MUSIC, INC.


ELEKSYLUM MUSIC, INC.


ELEKTRA/CHAMELEON VENTURES INC.


ELEKTRA ENTERTAINMENT GROUP
INC.


ELEKTRA GROUP VENTURES INC.


FHK, INC.


FIDDELBACK MUSIC PUBLISHING
COMPANY, INC.


FOSTER FREES MUSIC, INC.


FOZ MAN MUSIC LLC


INSIDE JOB, INC.


INTERSONG U.S.A., INC.


JADAR MUSIC CORP.


LAVA TRADEMARK HOLDING COMPANY
LLC


LEM AMERICA, INC.


LONDON-SIRE RECORDS INC.


MCGUFFIN MUSIC INC.


MIXED BAG MUSIC, INC.


NC HUNGARY HOLDINGS INC.


 


S-3





















 


NEW CHAPPELL INC.


NONESUCH RECORDS INC.


NVC INTERNATIONAL INC.


OCTA MUSIC, INC.


PENALTY RECORDS, L.L.C.


PEPAMAR MUSIC CORP.


REVELATION MUSIC PUBLISHING
CORPORATION


RHINO ENTERTAINMENT COMPANY


RICK’S MUSIC INC.


RIGHTSONG MUSIC INC.


RODRA MUSIC, INC.


SEA CHIME MUSIC, INC.


SR/MDM VENTURE INC.


SUMMY-BIRCHARD, INC.


SUPER HYPE PUBLISHING, INC.


T-BOY MUSIC, L.L.C.


T-GIRL MUSIC, L.L.C.


THE RHYTHM METHOD INC.


TOMMY BOY MUSIC, INC.


TOMMY VALANDO PUBLISHING GROUP,
INC.


TRI-CHAPPELL MUSIC INC.


TW MUSIC HOLDINGS INC.


UNICHAPPELL MUSIC INC.


W.B.M. MUSIC CORP.


WALDEN MUSIC INC.


WARNER ALLIANCE MUSIC INC.


WARNER BRETHREN INC.


WARNER BROS. MUSIC
INTERNATIONAL INC.


WARNER BROS. PUBLICATIONS U.S.
INC.


WARNER BROS. RECORDS INC.


WARNER/CHAPPELL MUSIC, INC.


WARNER/CHAPPELL MUSIC
(SERVICES), INC.


WARNER CUSTOM MUSIC CORP.


WARNER DOMAIN MUSIC INC.


WARNER-ELEKTRA-ATLANTIC
CORPORATION


WARNER MUSIC BLUESKY HOLDING
INC.


WARNER MUSIC DISCOVERY INC.


WARNER MUSIC DISTRIBUTION INC.


WARNER MUSIC GROUP INC.


WARNER MUSIC LATINA INC.


WARNER SOJOURNER MUSIC INC.


WARNERSONGS, INC.


 


S-4





















 


WARNER MUSIC SP INC.


WARNER SPECIAL PRODUCTS INC.


WARNER STRATEGIC MARKETING INC.


WARNER-TAMERLANE PUBLISHING
CORP.


WARPRISE MUSIC INC.


WB GOLD MUSIC CORP.


WB MUSIC CORP.


WBM/HOUSE OF GOLD MUSIC, INC.


WBPI HOLDINGS LLC


WBR MANAGEMENT SERVICES INC.


WBR/QRI VENTURE, INC.


WBR/RUFFNATION VENTURES, INC.


WBR/SIRE VENTURES INC.


WE ARE MUSICA INC.


WEA EUROPE INC.


WEA INC.


WEA INTERNATIONAL INC.


WEA LATINA MUSICA INC.


WEA MANAGEMENT SERVICES INC.


WIDE MUSIC, INC.


WMG MANAGEMENT SERVICES INC.


WMG TRADEMARK HOLDING COMPANY
LLC


 


S-5