Exhibit 10.52




 





WMG ACQUISITION CORP.


Issuer


 


THE SUBSIDIARY GUARANTORS
PARTIES HERETO


 


And


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION,


 


Trustee


 










 


SECOND SUPPLEMENTAL
INDENTURE


 


Dated as of          ,
2005


 


TO


 


INDENTURE


 


Dated as of April 8, 2004


 


as
amended by the


 


First
Supplemental Indenture


 


Dated
as of November 16, 2004


 


U.S.
Dollar-denominated 7 3/8% Senior Subordinated Notes due 2014


Sterling-denominated 8 1/8%
Senior Subordinated Notes due 2014


 




 





 





















 


                This SECOND
SUPPLEMENTAL INDENTURE is dated as of this      th day of                  ,
2005 (the “Second Supplemental Indenture”), among WMG ACQUISITION CORP., a
Delaware corporation (the “Company”), the Subsidiary Guarantors parties hereto
(as listed below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture
trustee (the “Trustee”).


 


                WHEREAS, the Company,
the guarantors parties thereto and the Trustee entered into an Indenture dated
as of April 8, 2004, as amended by the First Supplemental Indenture dated as of
November 16, 2004 among the Company, the Trustee, WEA Urban LLC and WEA Rock
LLC (collectively, the "Indenture"), for the benefit of each other
and for the equal and ratable benefit of the Holders of the U.S.
Dollar-denominated 7 3/8% Senior Subordinated Notes due 2014 and the
Sterling-denominated 8 1/8% Senior Subordinated Notes due 2014 (the “Notes”).
Capitalized terms used herein without definition have the meanings ascribed to
such terms in the Indenture.


 


                WHEREAS, Section
4.16 of the Indenture requires the Issuer to cause certain Restricted
Subsidiaries to execute and deliver a supplemental indenture to the Indenture
providing for issuance by such Restricted Subsidiary of a Subsidiary Guarantee
of payment of the Notes.


 


                WHEREAS, the
foregoing amendment is permitted under Section 9.01(6) of the Indenture.


 


                WHEREAS, the
Issuer and the Subsidiary Guarantors desire and have requested the Trustee to
join with it in the execution and delivery of this Second Supplemental
Indenture,


 


                NOW, THEREFORE, in
consideration of the addition of the Subsidiary Guarantor named below as
Subsidiary Guarantor hereunder, the Issuer and the Guarantor named below
covenant and agree with the Trustee as follows:


 


                1. The following
Subsidiary Guarantors shall become Subsidiary Guarantors as of the date of this
Second Supplemental Indenture by execution and delivery of this Second
Supplemental Indenture


 


NonZero, LLC


The Biz, LLC


 


                2.  The Indenture, as supplemented and amended by
this Second Supplemental Indenture, is in all respects ratified and confirmed,
and the Indenture and this Second Supplemental Indenture shall be read, taken
and construed as one and the same instrument.


 


                3.  If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in
this Second Supplemental Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.


 


                4.  All covenants and agreements in this Second
Supplemental Indenture by the Company and the Guarantors shall bind their
respective successors and assigns, whether so expressed or not.


 


                5.  In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


                6.  Nothing in this Second Supplemental
Indenture, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, and the Holders any benefit or
any legal or equitable right, remedy or claim under this Second Supplemental
Indenture.


 


                7.  THIS SECOND SUPPLEMENTAL INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


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                8.  All terms used in this Second Supplemental
Indenture not otherwise defined herein that are defined in the Indenture shall
have the meanings set forth therein.


 


                9.  This Second Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.


 


                10.  The recitals contained herein shall be taken
as statements of the Company and the Subsidiary Guarantor, and the Trustee
assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of the Indenture, this Second Supplemental
Indenture or of the Notes and shall not be accountable for the use or
application by the Company of the Notes or the proceeds thereof.


 


 


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


 


 


	
   

  	
  WMG ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NONZERO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BIZ LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


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