Exhibit
10.12


 





















 


COPYRIGHT
SECURITY AGREEMENT


 


This Copyright Security Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Copyright Security Agreement”), dated February 29, 2004, is
made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined
in the Credit Agreement referred to below).


 


WHEREAS, WMG Acquisition Corp., a Delaware
corporation, has entered into a Credit Agreement dated as of February 29,
2004, (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), with WMG Holdings Corp., a Delaware
Corporation (“Holdings”), Bank of America, N.A., as the L/C Issuer,
the Swing Line Lender and Administrative Agent, the other Agents named therein
and the Lenders party thereto.


 


WHEREAS, as a condition precedent to the making of the Loans and the
issuance of Letters of Credit by the Lenders under the Credit Agreement and
entry into Secured Hedge Agreements by the Hedge Banks from time to time, each
Grantor has executed and delivered that certain Security Agreement dated February 29,
2004 made by the Grantors to the Administrative Agent (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Terms defined in the Security
Agreement not otherwise define herein are used as defined in the Security
Agreement.


 


WHEREAS, under the terms of the Security Agreement, the Grantors have
granted to the Administrative Agent, for the ratable benefit of the Secured
Parties, a security interest in, among other property, certain Copyrights of
the Grantors, and have agreed as a condition thereof to execute this Copyright
Security Agreement for recording with the U.S. Copyright Office and any other
appropriate governmental authorities.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor agrees as follows:


 


SECTION 1. Grant of Security. Each
Grantor hereby grants to the Administrative Agent for the ratable benefit of
the Secured Parties a continuing security interest in all of such Grantor’s
right, title and interest in and to the following (all of the following items
or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owner or existing or
hereafter acquired or arising:


 


(i) each Copyright, owned by
the Grantor, including, without limitation, each Copyright registration and
application therefore, referred to in Schedule 1 hereto;


 


(ii) each exclusive
Copyright license to which the Grantor is a party, including, without
limitation, each Copyright License referred to in Schedule 1 hereto; and


 


(iii) any and all Proceeds
of, collateral for, income, royalties and other payments now or hereafter due
and payable with respect to and supporting obligations relating to, any and


 


1





















 


all
of the foregoing, including, without limitation, all Proceeds of and revenues
from any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach
with respect to any of the foregoing, with the right, but not the obligation,
to sue for and collect, or otherwise recover, such damages.


 


SECTION 2. No Transfer of Grantor’s Rights. Except
to the extent expressly permitted in the Credit Agreement, each Grantor agrees
not to sell, license, exchange, assign, or otherwise transfer or dispose of, or
grant any rights with respect to, or mortgage or otherwise encumber, any of the
Copyright Collateral.


 


SECTION 3. Security for
Obligations. The grant of continuing security interest in the
Copyright Collateral by each Grantor under this Copyright Security Agreement
secures the payment of all Obligations of such Grantor, now or hereafter
existing under or in respect of the Finance Documents, whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations,
interest, premiums, penalties, fees, indemnifications, contact causes of
action, costs, expenses or otherwise.


 


SECTION 4. Recordation. Each
Grantor authorizes and requests that the Register of Copyrights and any other
applicable government office record this Copyright Security Agreement.


 


SECTION 5. Execution in Counterparts. This
Copyright Security Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.


 


SECTION 6. Grants, Rights and
Remedies. This Copyright Security Agreement has been executed and
delivered by the Grantors for the purpose of recording the grant of security
interest herein with the U.S. Copyright Office. The security interest granted
hereby has been granted to the Administrative Agent in connection with the
Security Agreement and is expressly subject to the terms and conditions
thereof. The Security Agreement (and all rights and remedies of the
Administrative Agent thereunder) shall remain in full force and effect in
accordance with its terms.


 


SECTION 7. Governing Law. This
Copyright Security Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.


 


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IN WITNESS WHEREOF, each Grantor has caused this
Copyright Security Agreement to be duly executed and delivered by its officer
thereunto duly authorized as of the date first above written.


 


	
   

  	
  WMG ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Robinson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul Robinson

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  c/o Warner Music Group Inc.

  75 Rockefeller Plaza

  New York, New York 10019

  Attention: Paul Robinson

  Telephone: (212) 275-2143

  Facsimile: (212) 275-3601

  
					



 





















 


	
   

  	
  WMG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Robinson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul Robinson

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  c/o Warner Music Group Inc.

  75 Rockefeller Plaza

  New York, New York 10019

  Attention: Paul Robinson

  Telephone: (212) 275-2143

  Facsimile: (212) 275-3601

  
					



 





















 


	
  Other Grantors:

  
	
   

  	
   

  
	
   

  	
  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.

  
	
   

  	
  FIDDLEBACK 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.

  
	
   

  	
  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 MUSIC SP INC.

  
	
   

  	
  WARNER SOJOURNER MUSIC INC.

  
	
   

  	
  WARNERSONGS, 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

  



 


 


	
   

  	
  All by:

  	
  /s/ Paul Robinson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul Robinson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President