Supplemental Indenture (11.50% Senior Notes due 2018)



 Exhibit 4.5 
 Execution Copy 
 SUPPLEMENTAL INDENTURE, dated as of July 20, 2011 (this
“Supplemental Indenture”), among WMG Acquisition Corp. (the “Company”), and the entities named in the signature pages hereto (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing
Subsidiary” of the Company), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below. 
 W I T N E S S E T H: 
 WHEREAS, WM Finance Corp. (the “Predecessor
Company”) and the Trustee have heretofore become parties to an Indenture, dated as of July 20, 2011 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 11.500%
Senior Notes due 2018 of the Predecessor Company (the “Notes”); 
 WHEREAS, the Company is the successor by
merger to the Predecessor Company and Section 5.01 of the Indenture contemplates that the Company will execute and deliver to the Trustee a supplemental indenture pursuant to which the Company shall expressly assume all the obligations of the
Company under the Notes and this Indenture; 
 WHEREAS, the Indenture provides that under certain circumstances certain
subsidiaries of the Company shall execute and deliver to the Trustee a supplemental indenture pursuant to which such subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms
and conditions set forth herein (the “Note Guarantee”); 
 WHEREAS, the Company desires to enter into such
supplemental indenture for good and valuable consideration; and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the
parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each Guaranteeing Subsidiary and the Trustee
mutually covenant and agree for the benefit of the Holders as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture. 
 2. ASSUMPTION. The Company hereby expressly
assumes and agrees promptly to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by the Predecessor Company under the Indenture and the Notes. The
Company hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Notes and agrees that it shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of
the Predecessor Company, as the predecessor Company, under the Indenture and the Notes. 

  
 1 








 3. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 
 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 5. RATIFICATION OF INDENTURE;
SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture. 
 6. COUNTERPARTS. The parties may
sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

	
	WMG ACQUISITION CORP., a Delaware
corporation
	
	 By: /s/ Paul Robinson
                                    

	Name: Paul Robinson
	Title: Executive Vice President & Secretary


 [Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)] 








	
	Guarantors:
	
	ROADRUNNER RECORDS, INC.
	T.Y.S., INC.
	THE ALL BLACKS U.S.A., INC.
	A. P. SCHMIDT CO.
	ATLANTIC RECORDING CORPORATION
	ATLANTIC/MR VENTURES INC.
	BERNA MUSIC, INC.
	BIG BEAT RECORDS INC.
	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.
	CRK MUSIC INC.
	E/A MUSIC, INC.
	ELEKSYLUM MUSIC, INC.
	ELEKTRA/CHAMELEON VENTURES INC.
	ELEKTRA ENTERTAINMENT GROUP INC.
	ELEKTRA GROUP VENTURES INC.
	EN ACQUISITION CORP.
	FHK, INC.
	FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.
	FOSTER FREES MUSIC, INC.
	INSIDE JOB, INC.
	INSOUND ACQUISITION INC.
	INTERSONG U.S.A., INC.
	JADAR MUSIC CORP.
	LEM AMERICA, INC.
	LONDON-SIRE RECORDS INC.
	MAVERICK PARTNER INC.


 [Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)] 








	
	Guarantors (cont-d):
	
	MCGUFFIN MUSIC INC.
	MIXED BAG MUSIC, INC.
	MM INVESTMENT INC.
	NC HUNGARY HOLDINGS INC.
	NEW CHAPPELL INC.
	NONESUCH RECORDS INC.
	NON-STOP MUSIC HOLDINGS, INC.
	NVC INTERNATIONAL INC.
	OCTA MUSIC, INC.
	PEPAMAR MUSIC CORP.
	REP SALES, INC.
	RESTLESS ACQUISITION CORP.
	REVELATION MUSIC PUBLISHING CORPORATION
	RHINO ENTERTAINMENT COMPANY
	RICK’S MUSIC INC.
	RIGHTSONG MUSIC INC.
	RODRA MUSIC, INC.
	RYKO CORPORATION
	RYKODISC, INC.
	RYKOMUSIC, INC.
	SEA CHIME MUSIC, INC.
	SR/MDM VENTURE INC.
	SUPER HYPE PUBLISHING, INC.
	THE RHYTHM METHOD INC.
	TOMMY BOY MUSIC, INC.
	TOMMY VALANDO PUBLISHING GROUP, 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. RECORDS INC.
	WARNER CUSTOM MUSIC CORP.
	WARNER DOMAIN MUSIC INC.
	WARNER MUSIC DISCOVERY INC.
	WARNER MUSIC LATINA INC.
	WARNER MUSIC SP INC.


 [Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)] 








	
	Guarantors (cont-d):
	
	WARNER SOJOURNER MUSIC INC.
	WARNER SPECIAL PRODUCTS INC.
	WARNER STRATEGIC MARKETING INC.
	WARNER/CHAPPELL MUSIC (SERVICES), INC.
	WARNER/CHAPPELL MUSIC, INC.
	WARNER/CHAPPELL PRODUCTION MUSIC, INC.
	WARNER-ELEKTRA-ATLANTIC CORPORATION
	WARNERSONGS, INC.
	WARNER-TAMERLANE PUBLISHING CORP.
	WARPRISE MUSIC INC.
	WB GOLD MUSIC CORP.
	WB MUSIC CORP.
	WBM/HOUSE OF GOLD MUSIC, INC.
	WBR MANAGEMENT SERVICES INC.
	WBR/QRI VENTURE, INC.
	WBR/RUFFNATION VENTURES, INC.
	WBR/SIRE VENTURES INC.
	WEA EUROPE INC.
	WEA INC.
	WEA INTERNATIONAL INC.
	WEA MANAGEMENT SERVICES INC.
	WIDE MUSIC, INC.
	WMG MANAGEMENT SERVICES INC.
	ASYLUM RECORDS LLC
	ATLANTIC MOBILE LLC
	ATLANTIC PRODUCTIONS LLC
	ATLANTIC SCREAM LLC
	ATLANTIC/143 L.L.C.
	BB INVESTMENTS LLC
	BULLDOG ENTERTAINMENT GROUP LLC
	BULLDOG ISLAND EVENTS LLC
	BUTE SOUND LLC
	CHORUSS LLC
	CORDLESS RECORDINGS LLC
	EAST WEST RECORDS LLC
	FBR INVESTMENTS LLC
	FOZ MAN MUSIC LLC
	FUELED BY RAMEN LLC


 [Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)] 








	
	Guarantors (cont-d):
	
	LAVA RECORDS LLC
	LAVA TRADEMARK HOLDING COMPANY LLC
	MADE OF STONE LLC
	PENALTY RECORDS, LLC
	PERFECT GAME RECORDING COMPANY LLC
	RHINO NAME & LIKENESS HOLDINGS, LLC
	RHINO/FSE HOLDINGS, LLC
	T-BOY MUSIC, LLC
	T-GIRL MUSIC, LLC
	THE BIZ LLC
	UPPED.COM LLC
	WARNER MUSIC DISTRIBUTION LLC
	WMG TRADEMARK HOLDING COMPANY LLC
	ALTERNATIVE DISTRIBUTION ALLIANCE
	MAVERICK RECORDING COMPANY
	J. RUBY PRODUCTIONS, INC.
	SIX-FIFTEEN MUSIC PRODUCTIONS, INC.
	SUMMY-BIRCHARD, INC.
	ARTIST ARENA LLC
	ATLANTIC PIX LLC
	FERRET MUSIC HOLDINGS LLC
	FERRET MUSIC LLC
	FERRET MUSIC MANAGEMENT LLC
	FERRET MUSIC TOURING LLC
	P & C PUBLISHING LLC
	WARNER MUSIC NASHVILLE LLC
	
	By: /s/ Paul Robinson
                                         
   
	Name: Paul Robinson
	Title: Vice President & Secretary of each of the above named entities listed under the heading Guarantors and signing this agreement in such capacity on behalf of each such
entity


 [Signature Page to the WM Finance Corp. Supplemental
Indenture (Unsecured)] 








	
	Guarantors (cont-d):
	
	SUMMY-BIRCHARD, INC.
	ARTIST ARENA LLC
	ATLANTIC PIX LLC
	FERRET MUSIC HOLDINGS LLC
	FERRET MUSIC LLC
	FERRET MUSIC MANAGEMENT LLC
	FERRET MUSIC TOURING LLC
	P & C PUBLISHING LLC
	WARNER MUSIC NASHVILLE LLC
	
	By: /s/ Paul Robinson
                                         
       
	Name: Paul Robinson
	Title: Vice President & Secretary of each of the above named entities listed under the heading Guarantors and signing this agreement in such capacity on behalf of each such
entity


 [Signature Page to the WM Finance Corp. Supplemental
Indenture (Unsecured)] 
  








	
	Guarantors (cont-d):
	
	WARNER MUSIC INC.
	
	By: /s/ Paul Robinson
                                        

	Name: Paul Robinson
	Title: Executive Vice President & Secretary
	
	615 MUSIC LIBRARY, LLC
	
	By: Six-Fifteen Music Productions, Inc., its Sole Member
	
	By: /s/ Paul Robinson
                                        

	Name: Paul Robinson
	Title: Vice President & Secretary
	
	ARTIST ARENA INTERNATIONAL, LLC
	
	By: Artist Arena LLC, its Member
	
	By: /s/ Paul Robinson
                                        

	Name: Paul Robinson
	Title: Vice President & Secretary


 [Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)] 
  








	
	Guarantors (cont-d):
	
	NON-STOP CATACLYSMIC MUSIC, LLC
	NON-STOP INTERNATIONAL PUBLISHING, LLC
	
	By: Non-Stop Music Holdings, Inc., its Manager
	
	By: /s/ Paul Robinson
                                        

	Name: Paul Robinson
	Title: Vice President & Secretary
	
	NON-STOP MUSIC LIBRARY, LC
	NON-STOP MUSIC PUBLISHING, LLC
	NON-STOP OUTRAGEOUS PUBLISHING, LLC
	NON-STOP PRODUCTIONS, LLC
	
	By: Non-Stop Music Holdings, Inc., their Manager
	
	By: /s/ Paul Robinson
                                        

	Name: Paul Robinson
	Title: Vice President & Secretary
	
	WMG ARTIST BRAND LLC
	
	By: Warner Music Inc., its Member
	
	By: /s/ Paul Robinson
                                        

	Name: Paul Robinson
	Title: Executive Vice President & Secretary


 [Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)] 

 







 
			
	 WELLS FARGO BANK,

	NATIONAL ASSOCIATION, as Trustee
		
	 By:
	 	 /s/ Raymond Delli Colli

		 	 Authorized Person



 [Signature Page to the WM Finance Corp. Supplemental Indenture (Unsecured)]