EX-10.2



 Exhibit 10.2 

GUARANTY 
 Each of
the entities listed on Schedule “A” attached hereto and forming a part hereof (each a “Guarantor” and collectively, the “Guarantors”), acknowledges and agrees that Paramount Group, Inc., as
agent for PGREF I 1633 Broadway Tower, L.P. (hereinafter called “Landlord”), having an office c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, NY 10019 and WMG Acquisition Corp. (the “Tenant”) shall
enter into that certain lease (as the same may hereafter be amended, the “Lease”) dated October 1, 2013, covering certain premises (the “Premises”) as more particularly described in the Lease in the building
(the “Building”) known as 1633 Broadway, New York, New York. 
 In order to induce Landlord to enter into the Lease and in
consideration of Landlord’s entering into the Lease and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby guarantees, jointly and severally, unconditionally and
absolutely, to Landlord, its successors and assigns (without requiring any notice of nonpayment or proof of notice or demand whereby to charge any Guarantor, all of which each Guarantor hereby expressly waives), the payment as and when due of Fixed
Rent (as defined in the Lease), additional rent, charges, interest and damages payable by Tenant under the Lease and the payment of any and all other damages for which Tenant shall be liable by reason of any act or omission contrary to any of the
covenants, agreements, terms, provisions or conditions of the Lease, including without limitation, such damages for which Tenant shall be liable pursuant to the terms of the Lease for failure to perform Tenant’s Work (as defined in the Lease),
free and clear of all liens and other claims, charges and encumbrances. Each Guarantor represents and warrants that this Guaranty has been duly authorized by all necessary corporate action on such Guarantor’s part, has been duly executed and
delivered by a duly authorized officer of each Guarantor, and constitutes such Guarantor’s valid and legally binding agreement in accordance with its terms. This Guaranty is a guaranty of payment only and not of performance. 

As a further inducement to Landlord to enter into the Lease and in consideration thereof, each Guarantor hereby expressly covenants and
acknowledges as follows: 
 1. The obligations hereunder of each Guarantor shall not be terminated or affected in any way or manner
whatsoever by reason of Landlord’s resort, or Landlord’s omission to resort, to any summary or other proceedings, actions or remedies for the enforcement of any of Landlord’s rights under the Lease or with respect to the Premises
thereby demised or by reason of any extensions of time or indulgences granted by Landlord, or by reason of the assignment or surrender of all or any part of the Lease or the term and estate thereby granted or all or any part of the Premises demised
thereby except to the extent that Tenant is released in writing by Landlord from any obligation in connection with any such assignment or surrender. The liability of each Guarantor is coextensive with that of Tenant and also joint and several, and
action or suit may be brought against any Guarantor and carried to final judgment and/or completion and recovery had, either with or without making Tenant a party thereto. Insofar as the payment by Tenant of any sums of money to Landlord is
involved, this Guaranty is a guaranty of payment and not of collection and shall remain in full force and effect until payment in full to Landlord of all sums payable under this Lease. Each Guarantor waives any right to require that any action be
brought against Tenant or to require that resort be had to any Security Deposit (as defined in the Lease) or to any other credit in favor of Tenant. Landlord shall be required to apply any Security Deposit held by it to the reduction of any of
Guarantors’ obligations hereunder and the amount of any such Security Deposit as may be applied by Landlord shall be credited to the benefit of any Guarantor. 

2. Each Guarantor acknowledges and agrees that this Guaranty and such Guarantor’s obligations under this Guaranty are and shall at all
times continue to be absolute, present, primary and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a
defense to this Guaranty and the obligations of any Guarantor under this Guaranty or the obligations of any other person or party (including, without 







 
limitation, Tenant) relating to this Guaranty or the obligations of any Guarantor hereunder or otherwise with respect to the Lease other than the defense of payment. The Guaranty sets forth the
entire agreement and understanding of Landlord and each Guarantor, and each Guarantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with
respect to this Guaranty or the obligations of any Guarantor under this Guaranty or the obligations of any other person or party (including, without limitation, Tenant) relating to this Guaranty or the obligations of any Guarantor under the Guaranty
or otherwise with respect to the Lease in any action or proceeding brought by Landlord with respect to the Lease or the obligations of any Guarantor under this Guaranty other than the defense of payment. Each Guarantor acknowledges that no oral or
other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations of such Guarantor under this Guaranty except as specifically set forth in this Guaranty. 

3. If additional space shall be included in, or substituted for all or any part of, the Premises demised by the Lease, or if the Lease be
modified by agreement between Landlord and Tenant in any other similar or dissimilar respect, the obligations hereunder of each Guarantor shall extend and apply to the payment as and when due of Fixed Rent, additional rent, charges and damages
provided for thereunder and the payment of any and all other damages for which Tenant shall be liable by reason of any act or omission contrary to any of said covenants, agreements, terms, provisions or conditions with respect to any such additional
space, or which under any supplemental indenture or new lease or modifications agreement, entered into for the purpose of expressing or confirming any such inclusion, substitution or modification. 

4. Neither the giving nor the withholding by Landlord of any consent or approval provided for in the Lease shall affect in any way the
obligations hereunder of any Guarantor. 
 5. Each of the undersigned waives and releases any claim (within the meaning of 11 U.S.C. §
101) which it may have against Tenant arising from a payment made by the undersigned under this Guaranty and agrees not to assert or take advantage of any subrogation rights to proceed against Tenant for reimbursement. It is expressly understood
that the waivers and agreements of the undersigned set forth above constitute additional and cumulative benefits given to Landlord for its security and as an inducement for its entering into the Lease with Tenant. Neither any Guarantor’s
obligation to make payment in accordance with the terms of this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed, stayed, released or limited in any manner whatsoever by any impairment, modification, change,
release, limitation or stay of the liability of Tenant or its estate in bankruptcy or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the
decision of any court interpreting any of the same, and each Guarantor shall be obligated under this Guaranty as if no such impairment, stay, modification, change, release or limitation had occurred. This Guaranty shall continue to be effective or
shall be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to the Lease is rescinded or otherwise required to be returned by Landlord upon the insolvency, bankruptcy, or reorganization of Tenant,
all as though such payment to Landlord had not been made, regardless of whether Landlord contested the order requiring the return of such payment. 

6. Until all the covenants and conditions in the Lease on the Tenant’s part to be performed and observed are fully performed and observed:
(a) no Guarantor shall have any right of subrogation against the Tenant by reason of any payments, in compliance with the obligations of such Guarantor hereunder; (b) each Guarantor waives any right to enforce any remedy which such
Guarantor now or hereafter shall have against the Tenant by reason of any one or more payment with the obligations of any Guarantor hereunder; and (c) each Guarantor subordinates any liability or indebtedness of the Tenant now or hereafter held
by such Guarantor to the obligations of the Tenant to the Landlord under the Lease. 

  
 2 








 7. This Guaranty, and all of the terms hereof, shall be binding on each Guarantor and the
successors, assigns, and legal representatives of Guarantor. 
 8. Each Guarantor hereby waives the right to trial by jury in any action or
proceeding that may hereafter be instituted by Landlord against such Guarantor in respect of this Guaranty. 
 9. All of Landlord’s
rights and remedies under the Lease or under this Guaranty are intended to be distinct, separate and cumulative, and no such right or remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others;
provided, however, that Landlord agrees that it may not proceed against any Guarantor hereunder unless and until a default by Tenant under the Lease has occurred and is continuing beyond the expiration of any applicable notice and cure
period contained in the Lease (unless Landlord is prohibited by applicable legal requirements from sending any default notice in which event, the expiration of any applicable notice and cure period shall not be required). 

10. This Guaranty shall be deemed to have been made in the State of New York, and each Guarantor consents to the jurisdiction of the courts of
the State of New York, and the rights and liabilities of Landlord and each Guarantor shall be determined in accordance with the laws of the State of New York. Each Guarantor agrees that it will be conclusively bound by the judgment in any action by
Landlord against Tenant (wherever brought) as if such Guarantor were a party to such action, even though such Guarantor is not joined as a party in such action. In addition, if any Guarantor cannot be effectively served with process pursuant to the
laws of the State of New York because such Guarantor does not have sufficient contacts with New York or for any other reason, then such Guarantor agrees that effective service of process upon Tenant shall constitute effective service of process upon
such Guarantor as well. 
 11. Each Guarantor will pay to Landlord all Landlord’s actual, reasonable out-of-pocket expenses, including,
but not limited to, reasonable attorneys’ fees and expenses, in enforcing this Guaranty. 
 12. A Guarantor shall automatically be
released from this Guaranty and its obligations hereunder upon (i) the sale or other disposition of all of the equity interests of such Guarantor to a person other than Tenant or another Guarantor, or (ii) consummation of any other
transaction or designation as a result of which such Guarantor is released from its guarantee of the obligations of Tenant under the Credit Agreement, dated as of November 1, 2012 (as amended by the Incremental Commitment Amendment, dated as of
May 9, 2013, and as further amended, restated, extended, refinanced, replaced, refunded, supplemented or otherwise modified in writing from time to time) among Tenant as the borrower thereunder, the lenders party thereto and Credit Suisse AG,
as administrative agent. Landlord will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from this Guaranty. 

13. Each Guarantor agrees to be jointly and severally liable for Guarantor’s obligations hereunder without preference or distinction among
them. 
 14. Notwithstanding anything contained herein to the contrary, this Guaranty shall apply only to the obligations of Tenant and any
Guarantor which have accrued on or before August 1, 2021, provided however, any such claims which have accrued on or before August 1, 2021, must be asserted on or before October 1, 2021 by Landlord by written notice to Guarantors,
such notice to be delivered to Guarantors at the address for Tenant notices pursuant to Section 11.01(a) of the Lease. For avoidance of doubt, this Guaranty shall not be applicable to, or valid with respect to, any obligations of Tenant under
the Lease or any obligations of any Guarantor hereunder occurring from and after August 1, 2021 and Landlord acknowledges and agrees 

  
 3 








 
that it has no right to rely on this Guaranty for such purposes. This Guaranty shall terminate and have no further force and effect from and after October 1, 2021 (other than as to claims
asserted prior to such date in accordance with and subject to the terms of this Guaranty). 
 15. Each Guarantor, and by its acceptance of
this Guaranty, the Landlord, hereby confirms that it is the intention of all such persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of, and not otherwise be in
violation of, the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To
effectuate the foregoing intention, the Landlord and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount that can be guaranteed by such Guarantor under
applicable law and that will otherwise result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. 

16. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share (based, to the maximum
extent permitted by law, on the respective Adjusted Net Worths (as defined below) of the Guarantors on the date the respective payment is made) of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and
against any other Guarantor hereunder that has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of paragraph 6 above. The provisions of this paragraph 16 shall
in no respect limit the obligations and liabilities of any Guarantor to the Landlord, and each Guarantor shall remain liable to the Landlord for the full amount guaranteed by such Guarantor hereunder. In this Guaranty, “Adjusted Net Worth”
means, of any Guarantor at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities
(including contingent liabilities, but without giving effect to any of its obligations under this Guaranty) on such date. 
 17. This
Guaranty is being executed and delivered by all of the Guarantors contemporaneously with the execution and delivery of the Lease. 
 Date: October 1,
2013 
 [SIGNATURE PAGES TO FOLLOW] 

  
 4 









					
	 GUARANTORS:
  

	 A. P. SCHMIDT CO.

ARMS UP INC.

ATLANTIC RECORDING CORPORATION

ATLANTIC/MR VENTURES INC.

BIG BEAT RECORDS INC.

CAFE AMERICANA INC.

CHAPPELL MUSIC COMPANY, INC.

COTA MUSIC, INC.

COTILLION MUSIC, INC.

CRK MUSIC INC.

E/A MUSIC, INC.

ELEKTRA/CHAMELEON VENTURES INC.

ELEKTRA ENTERTAINMENT GROUP INC.

ELEKSYLUM MUSIC, INC.

ELEKTRA GROUP VENTURES INC.

FHK, INC.

FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.

FOSTER FREES MUSIC, INC.

INSOUND ACQUISITION INC.

INTERSONG U.S.A., INC.

JADAR MUSIC CORP.

J. RUBY PRODUCTIONS, INC.

LEM AMERICA, INC.

LONDON-SIRE RECORDS INC.

MAVERICK PARTNER INC.

MCGUFFIN MUSIC INC.

MIXED BAG MUSIC, INC.

MM INVESTMENT INC.

NON-STOP MUSIC HOLDINGS, INC.

NONESUCH RECORDS INC.

OCTA MUSIC, INC.

PEPAMAR MUSIC CORP.

REP SALES, INC.

REVELATION MUSIC PUBLISHING CORPORATION

RHINO ENTERTAINMENT COMPANY

RICK’S MUSIC INC.

RIGHTSONG MUSIC INC.
	  	 ROADRUNNER RECORDS, INC.

RYKO CORPORATION

RYKODISC, INC.

RYKOMUSIC, INC.

SEA CHIME MUSIC, INC.

SIX-FIFTEEN MUSIC PRODUCTIONS, INC.

SR/MDM VENTURE INC.

SUMMY-BIRCHARD, INC.

SUPER HYPE PUBLISHING, INC.

THE ALL BLACKS U.S.A., INC.

TOMMY BOY MUSIC, INC.

TOMMY VALANDO PUBLISHING GROUP, INC.

T.Y.S., INC.

UNICHAPPELL MUSIC INC.

WALDEN MUSIC INC.

WARNER-ELEKTRA-ATLANTIC CORPORATION

WARNER ALLIANCE MUSIC INC.

WARNER BRETHREN INC.

WARNER BROS. MUSIC INTERNATIONAL INC.

WARNER BROS. RECORDS INC.

WARNER CUSTOM MUSIC CORP.

WARNER/CHAPPELL MUSIC, INC.

WARNER/CHAPPELL MUSIC (SERVICES), INC.

WARNER/CHAPPELL PRODUCTION MUSIC, INC.

WARNER DOMAIN MUSIC INC.

WARNER MUSIC DISCOVERY INC.

WARNER MUSIC LATINA INC.

WARNER MUSIC SP INC.

WARNER SOJOURNER MUSIC INC.

WARNER SPECIAL PRODUCTS INC.

WARNER STRATEGIC MARKETING INC.

WARNERSONGS, INC.

WARNER-TAMERLANE PUBLISHING CORP.

WARPRISE MUSIC INC.

W.B.M. MUSIC CORP.
	  	 WB GOLD MUSIC CORP.

WB MUSIC CORP

WBM/HOUSE OF GOLD MUSIC, INC.

WBR/QRI VENTURE, INC.

WBR/RUFFNATION VENTURES, INC.

WBR/SIRE VENTURES INC.

WEA EUROPE INC.

WEA INTERNATIONAL INC.

WEA INC.

WIDE MUSIC, INC.

ARTIST ARENA LLC

ASYLUM RECORDS LLC

ATLANTIC/143 L.L.C.

ATLANTIC MOBILE LLC

ATLANTIC PIX LLC

ATLANTIC PRODUCTIONS LLC

ATLANTIC SCREAM LLC

BB INVESTMENTS LLC

BULLDOG ISLAND EVENTS LLC

BUTE SOUND LLC

CORDLESS RECORDINGS LLC

EAST WEST RECORDS LLC

FERRET MUSIC LLC

FERRET MUSIC HOLDINGS LLC

FERRET MUSIC MANAGEMENT LLC

FERRET MUSIC TOURING LLC

FOZ MAN MUSIC LLC

FUELED BY RAMEN LLC

LAVA RECORDS LLC

P & C PUBLISHING LLC

RHINO NAME & LIKENESS HOLDINGS, LLC

RHINO/FSE HOLDINGS, LLC

THE BIZ LLC

T-BOY MUSIC, L.L.C.

T-GIRL MUSIC, L.L.C.

UPPED.COM LLC

WARNER MUSIC DISTRIBUTION LLC

WARNER MUSIC NASHVILLE LLC
  

By: /s/ Paul Robinson             
                       

      Paul M. Robinson

      Vice President & Secretary



  
 5 










			
	GUARANTORS (cont’d):


  

 
			
	WARNER MUSIC INC.
		
	By:	 	/s/ Paul Robinson
	 Name:
 Title:
	 	 Paul M. Robinson
 Executive Vice President,
General Counsel & Secretary



  

			
	 615 MUSIC LIBRARY, LLC
  

By: Six-Fifteen Music Productions, Inc., its Sole Member

		
	By:	 	/s/ Paul Robinson
	 Name:
 Title:
	 	 Paul M. Robinson
 Vice President &
Secretary



  

			
	 ARTIST ARENA INTERNATIONAL, LLC
  

By: Artist Arena LLC, its Sole Member and Manager
 By: Warner
Music Inc., its Sole Member

		
	By:	 	/s/ Paul Robinson
	 Name:
 Title:
	 	 Paul M. Robinson
 Vice President &
Secretary



  

			
	 ALTERNATIVE DISTRIBUTION ALLIANCE
  

By: Warner Music Distribution LLC, its Managing Partner

		
	By:	 	/s/ Paul Robinson
	 Name:
 Title:
	 	 Paul M. Robinson
 Vice President &
Secretary



  

			
	 MAVERICK RECORDING COMPANY
  

By: SR/MDM Venture Inc., its Managing Partner

		
	By:	 	/s/ Paul Robinson
	 Name:
 Title:
	 	 Paul M. Robinson
 Vice President &
Secretary




  
 6 










			
	GUARANTORS (cont’d):


  

 
			
	 NON-STOP CATACLYSMIC MUSIC, LLC
 NON-STOP INTERNATIONAL PUBLISHING, LLC
 NON-STOP OUTRAGEOUS PUBLISHING, LLC

 
 By: Non-Stop Music Publishing, LLC, their Sole Member

By: Non-Stop Music Holdings, Inc., its Manager

		
	By:	 	/s/ Paul Robinson
	 Name:
 Title:
	 	 Paul M. Robinson
 Vice President &
Secretary



  

			
	 NON-STOP MUSIC LIBRARY, L.C.

NON-STOP MUSIC PUBLISHING, LLC
 NON-STOP PRODUCTIONS, LLC

 
 By: Non-Stop Music Holdings, Inc., their Sole Member

		
	By:	 	/s/ Paul Robinson
	 Name:
 Title:
	 	 Paul M. Robinson
 Vice President &
Secretary




  
 7 








 Schedule “A” 

List of Guarantors 
  

			
	 Name of
Company
	  	 Jurisdiction of
Incorporation

	1.             A. P. Schmidt Co.	  	Delaware
	2.             Arms Up Inc.	  	Delaware
	3.             Atlantic/MR Ventures Inc.	  	Delaware
	4.             Atlantic Recording Corporation	  	Delaware
	5.             Big Beat Records Inc.	  	Delaware
	6.             Cafe Americana Inc.	  	Delaware
	7.             Chappell Music Company, Inc.	  	Delaware
	8.             Cota Music, Inc.	  	New York
	9.             Cotillion Music, Inc.	  	Delaware
	10.           CRK Music Inc.	  	Delaware
	11.           E/A Music, Inc.	  	Delaware
	12.           Eleksylum Music, Inc.	  	Delaware
	13.           Elektra/Chameleon Ventures Inc.	  	Delaware
	14.           Elektra Entertainment Group Inc.	  	Delaware
	15.           Elektra Group Ventures Inc.	  	Delaware
	16.           FHK, Inc.	  	Tennessee
	17.           Fiddleback Music Publishing Company, Inc.	  	Delaware
	18.           Foster Frees Music, Inc.	  	California
	19.           Insound Acquisition Inc.	  	Delaware
	20.           Intersong U.S.A., Inc.	  	Delaware
	21.           J. Ruby Productions, Inc.	  	California
	22.           Jadar Music Corp.	  	Delaware
	23.           LEM America, Inc.	  	Delaware
	24.           London-Sire Records Inc.	  	Delaware
	25.           Maverick Partner Inc.	  	Delaware
	26.           McGuffin Music Inc.	  	Delaware
	27.           Mixed Bag Music, Inc.	  	New York
	28.           MM Investment Inc.	  	Delaware
	29.           Nonesuch Records Inc.	  	Delaware
	30.           Non-Stop Music Holdings, Inc.	  	Delaware
	31.           Octa Music, Inc.	  	New York
	32.           Pepamar Music Corp.	  	New York


  
 8 









			
	 Name of
Company
	  	 Jurisdiction of
Incorporation

	33.           Rep Sales, Inc.	  	Minnesota
	34.           Revelation Music Publishing Corporation	  	New York
	35.           Rhino Entertainment Company	  	Delaware
	36.           Rick’s Music Inc.	  	Delaware
	37.           Rightsong Music Inc.	  	Delaware
	38.           Roadrunner Records, Inc.	  	New York
	39.           Ryko Corporation	  	Delaware
	40.           Rykodisc, Inc.	  	Minnesota
	41.           Rykomusic, Inc.	  	Minnesota
	42.           Sea Chime Music, Inc.	  	California
	43.           Six-Fifteen Music Productions, Inc.	  	Tennessee
	44.           SR/MDM Venture Inc.	  	Delaware
	45.           Summy-Birchard, Inc.	  	Wyoming
	46.           Super Hype Publishing, Inc.	  	New York
	47.           The All Blacks U.S.A., Inc.	  	Delaware
	48.           Tommy Boy Music, Inc.	  	New York
	49.           Tommy Valando Publishing Group, Inc.	  	Delaware
	50.           T.Y.S., Inc.	  	New York
	51.           Unichappell Music Inc.	  	Delaware
	52.           Walden Music Inc.	  	New York
	53.           Warner Alliance Music Inc.	  	Delaware
	54.           Warner Brethren Inc.	  	Delaware
	55.           Warner Bros. Music International Inc.	  	Delaware
	56.           Warner Bros. Records Inc.	  	Delaware
	57.           Warner/Chappell Music, Inc.	  	Delaware
	58.           Warner/Chappell Music (Services), Inc.	  	New Jersey
	59.           Warner/Chappell Production Music, Inc.	  	Delaware
	60.           Warner Custom Music Corp.	  	California
	61.           Warner Domain Music Inc.	  	Delaware
	62.           Warner-Elektra-Atlantic Corporation	  	New York
	63.           Warner Music Discovery Inc.	  	Delaware
	64.           Warner Music Inc.	  	Delaware
	65.           Warner Music Latina Inc.	  	Delaware
	66.           Warner Music SP Inc.	  	Delaware
	67.           Warner Sojourner Music Inc.	  	Delaware


  
 9 









			
	 Name of
Company
	  	 Jurisdiction of
Incorporation

	68.           WarnerSongs, Inc.	  	Delaware
	69.           Warner Special Products Inc.	  	Delaware
	70.           Warner Strategic Marketing Inc.	  	Delaware
	71.           Warner-Tamerlane Publishing Corp.	  	California
	72.           Warprise Music Inc.	  	Delaware
	73.           WB Gold Music Corp.	  	Delaware
	74.           WB Music Corp.	  	California
	75.           WBM/House of Gold Music, Inc.	  	Delaware
	76.           W.B.M. Music Corp.	  	Delaware
	77.           WBR/QRI Venture, Inc.	  	Delaware
	78.           WBR/Ruffnation Ventures, Inc.	  	Delaware
	79.           WBR/SIRE VENTURES INC.	  	Delaware
	80.           WEA Europe Inc.	  	Delaware
	81.           WEA Inc.	  	Delaware
	82.           WEA International Inc.	  	Delaware
	83.           Wide Music, Inc.	  	California
	84.           Alternative Distribution Alliance	  	New York
	85.           615 Music Library, LLC	  	Tennessee
	86.           Artist Arena International, LLC	  	New York
	87.           Artist Arena LLC	  	New York
	88.           Asylum Records LLC	  	Delaware
	89.           Atlantic/143 L.L.C.	  	Delaware
	90.           Atlantic Mobile LLC	  	Delaware
	91.           Atlantic Pix LLC	  	Delaware
	92.           Atlantic Productions LLC	  	Delaware
	93.           Atlantic Scream LLC	  	Delaware
	94.           BB Investments LLC	  	Delaware
	95.           Bulldog Island Events LLC	  	New York
	96.           Bute Sound LLC	  	Delaware
	97.           Cordless Recordings LLC	  	Delaware
	98.           East West Records LLC	  	Delaware
	99.           Ferret Music Holdings LLC	  	Delaware
	100.         Ferret Music LLC	  	New Jersey
	101.         Ferret Music Management LLC	  	New Jersey


  
 10 









			
	 Name of
Company
	  	 Jurisdiction of
Incorporation

	102.           Ferret Music Touring LLC	  	New Jersey
	103.           Foz Man Music LLC	  	Delaware
	104.           Fueled by Ramen LLC	  	Delaware
	105.           Lava Records LLC	  	Delaware
	106.           Maverick Recording Company	  	California
	107.           Non-Stop Cataclysmic Music, LLC	  	Utah
	108.           Non-Stop International Publishing, LLC	  	Utah
	109.           Non-Stop Music Library, L.C.	  	Utah
	110.           Non-Stop Music Publishing, LLC	  	Utah
	111.           Non-Stop Outrageous Publishing, LLC	  	Utah
	112.           Non-Stop Productions, LLC	  	Utah
	113.           P & C Publishing LLC	  	New York
	114.           Rhino/FSE Holdings, LLC	  	Delaware
	115.           Rhino Name & Likeness Holdings, LLC	  	Delaware
	116.           T-Boy Music, L.L.C.	  	New York
	117.           T-Girl Music, L.L.C.	  	New York
	118.           The Biz LLC	  	Delaware
	119.           Upped.com LLC	  	Delaware
	120.           Warner Music Distribution LLC	  	Delaware
	121.           Warner Music Nashville LLC	  	Tennessee


  
 11