Exhibit 10.14


 





















 


AMENDMENT NO. 1 TO


STOCKHOLDERS AGREEMENT


 


This Amendment No. 1 (the “Amendment”), dated
as of July 30, 2004, to the Stockholders Agreement dated as of February 29,
2004 among WMG Parent Corp., a Delaware corporation (the “Company”), WMG
Holdings Corp., a Delaware corporation (“Midco”), WMG Acquisition Corp.,
a Delaware corporation, the Investors named therein and certain other parties
thereto (the “Agreement”), is made by the Company, Midco and the
undersigned Investors. Capitalized terms used and not otherwise defined herein
shall have the same meaning as specified in the Agreement.


 


RECITALS


 


WHEREAS, the Company, Midco and the undersigned
Investors desire to amend the Agreement pursuant to Section 10.2 thereof
to better effectuate the intent of the parties thereto; and


 


WHEREAS, the undersigned
Investors constitute (i) the holders of at least a Majority in Interest of the
Shares, (ii) the Majority THL Investors, the Majority Bain Investors, the
Majority Providence Investors and the Majority Lexa Investors and (iii) the
Requisite Stockholder Majority.


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


1.                                       Amendment to Section 2.4.   The first paragraph of Section 2.4
of the Agreement is amended and restated in its entirety to read as follows:


 


2.4.                              Certain Actions.   The Company, Midco and the holders of
Shares agree that, in addition to any other approval required by the
certificate of incorporation of the Company or Midco or by applicable law, the
approval of a majority of the entire Board and, except with respect to Section 2.4.1,
the approval of the Requisite Stockholder Majority, shall be required to do any
of the following:


 


2.                                       Effect of Amendment.   Except to the extent expressly
modified hereby, the provisions of the Agreement shall remain unmodified and
the Agreement, as amended hereby, is confirmed as being in full force and
effect.


 


3.                                       Governing Law.   This Amendment and all claims arising
out of or based upon this Amendment or relating to the subject matter hereof
shall be governed by and construed in accordance with the domestic substantive
laws of the State of Delaware without giving effect to any choice or conflict
of laws provision or rule that would cause the application of the domestic
substantive laws of any other jurisdiction.


 


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INTENTIONALLY LEFT BLANK]


 





















 


IN WITNESS WHEREOF, each of the undersigned
has duly executed this Amendment (or caused this Amendment to be executed on
its behalf by its officer or representative thereunto duly authorized) under
seal as of the date first above written.


 


	
  THE COMPANY:

  	
  WMG PARENT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edgar Bronfman, Jr.

  	
   

  
	
   

  	
  Name: Edgar Bronfman, Jr.

  
	
   

  	
  Title:   Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  MIDCO:

  	
  WMG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Robinson

  	
   

  
	
   

  	
  Name: Paul Robinson

  
	
   

  	
  Title:   SVP & Deputy General Counsel

  



 


 


 


 


SIGNATURE PAGE

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT


 





















 


	
  THE INVESTORS:

  	
  THOMAS H. LEE EQUITY FUND V, L.P.

  
	
   

  	
   

  
	
   

  	
  By: THL Equity Advisors V, LLC, its general partner

  
	
   

  	
  By: Thomas H. Lee Partners, L.P., its sole member

  
	
   

  	
  By: Thomas H. Lee Advisors, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THOMAS H. LEE PARALLEL FUND
  V,
  L.P.

  
	
   

  	
  By: THL Equity Advisors V, LLC, its general partner

  
	
   

  	
  By: Thomas H. Lee Partners, L.P., its sole member

  
	
   

  	
  By: Thomas H. Lee Advisors, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THOMAS H. LEE EQUITY (CAYMAN) FUND V, L.P.

  
	
   

  	
  By: THL Equity Advisors V, LLC, its general partner

  
	
   

  	
  By: Thomas H. Lee Partners, L.P., its sole member

  
	
   

  	
  By: Thomas H. Lee Advisors, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THL WMG EQUITY INVESTORS, L.P.

  
	
   

  	
  By: THL Equity Advisors V, LLC, its general partner

  
	
   

  	
  By: Thomas H. Lee Partners, L.P., its sole member

  
	
   

  	
  By: Thomas H. Lee Advisors, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 










* The signature appearing immediately below shall serve as a signature
at each place indicated with an “*” on this page above:


 


 


	
   

  	
  /s/ Thomas H. Lee

  	
   

  
	
   

  	
  Name:

  	
  Thomas H. Lee

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 





















 


	
   

  	
  1997 THOMAS H. LEE NOMINEE TRUST

  
	
   

  	
  By:

  	
  US Bank, not personally, but solely as Trustee under the 1997 Thomas
  H. Lee Nominee Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul D. Allen

  	
   

  
	
   

  	
  Name: Paul D. Allen

  
	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP

  
	
   

  	
  By:

  	
  THL Investment Management Corp., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H. Lee

  	
   

  
	
   

  	
  Name:  Thomas H.
  Lee

  
	
   

  	
  Title:   Chief Executive Officer

  
						



 





















 


	
   

  	
  PUTNAM INVESTMENT HOLDINGS, LLC

  
	
   

  	
  By:  Putnam Investments, LLC,
  its managing member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:  Charles
  A. Ruys de Perez 

  
	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  
	
   

  	
  PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY I
  LLC

  
	
   

  	
  By:  Putnam Investment Holdings, LLC, its
  managing member

  
	
   

  	
  By:  Putnam Investments, LLC, its managing
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:  Charles
  A. Ruys de Perez 

  
	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY II
  LLC

  
	
   

  	
  By:  Putnam Investment Holdings, LLC, its
  managing member

  
	
   

  	
  By:  Putnam Investments, LLC, its managing
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name: Charles A. Ruys de Perez

  
	
   

  	
  Title:   Managing Director

  
						



 










* The signature appearing immediately below
shall serve as a signature at each place indicated with an “*” on this page
above:


 


 


	
   

  	
  /s/  Charles
  A. Ruys de Perez

  	
   

  
	
   

  	
  Name:  Charles A. Ruys de Perez

  



 





















 


	
   

  	
  BAIN CAPITAL INTEGRAL INVESTORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:   Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAIN CAPITAL VII COINVESTMENT FUND, LLC

  
	
   

  	
  By:

  	
  Bain Capital VII Coinvestment Fund, L.P.,

  it sole member

  
	
   

  	
  By:

  	
  Bain Capital
  Partners VII, L.P.,

  its general partner

  
	
   

  	
  By:

  	
  Bain Capital Investors, LLC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:   Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BCIP TCV, LLC

  
	
   

  	
  By:
  Bain Capital Investors, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:   Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  
  

  

  * The signature appearing immediately below shall serve as a
  signature at each place indicated with an “*” on this page above:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ian Loring

  	
   

  
	
   

  	
  Name:

  
						



 





















 


	
   

  	
  PROVIDENCE EQUITY PARTNERS IV, L.P.

  
	
   

  	
  By:

  	
  Providence
  Equity Partners GP IV L.P.,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
  By:

  	
  Providence
  Equity Partners IV LLC,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROVIDENCE EQUITY OPERATING PARTNERS IV, L.P.

  
	
   

  	
  By:

  	
  Providence
  Equity Partners GP IV L.P.,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
  By:

  	
  Providence
  Equity Partners IV LLC,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  *

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  
  

  

  * The signature appearing immediately below shall serve as a
  signature at each place indicated with an “*”on this page above:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Glenn M. Creamer

  	
   

  
	
   

  	
  Name: Glenn M. Creamer

  
						



 





















 


	
   

  	
  MUSIC CAPITAL PARTNERS, L.P.

  
	
   

  	
  By:

  	
  MUSIC PARTNERS CAPITAL LIMITED

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gary Fuhrman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gary Fuhrman

  
	
   

  	
   

  	
  Title:

  	
  Vice President