Satisfaction and Discharge of Indenture



 Exhibit 4.23 
 EXECUTION COPY 
  
  

WELLS FARGO BANK, NATIONAL ASSOCIATION 
  

			
		 	As trustee (the “Trustee”) under the Indenture, dated as of December 23, 2004, among WMG Holdings Corp., Delaware corporation (the “Company”),
Warner Music Group Corp. as guarantor (the “Guarantor”) and the Trustee, as amended prior to the date hereof.

 TO 
 WMG Holdings Corp. 
 a Delaware Corporation 

 
  

Satisfaction and Discharge of Indenture 
 Dated as of July 21, 2011 
 Discharging the Indenture, dated as of
December 23, 2004, among the Company, 
 the Guarantor and the Trustee, as amended prior to the date hereof.

  
  

 
  







 SATISFACTION AND DISCHARGE OF INDENTURE 

THIS DOCUMENT, dated as of July 21, 2011 (hereinafter referred to as “Satisfaction of Indenture”), relates to that
certain Indenture, dated as of December 23, 2004 (as amended prior to the date hereof, the “Indenture”), among WMG Holdings Corp. (the “Company”), Warner Music Group Corp. as guarantor (the
“Guarantor”) and Wells Fargo Bank, National Association., as trustee (the “Trustee”). Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Indenture. 

WHEREAS, on July 20, 2011 (the “Redemption Notice Date”), the Company delivered an irrevocable notice of redemption
(the “Redemption Notice”) relating to all of its outstanding 9.5% Senior Discount Notes due 2014 (the “Notes”) that had not been tendered to the Company and accepted by the Company for payment as of July 20,
2011 (the “Remaining Notes”); 
 WHEREAS, the Company has irrevocably deposited or caused to be deposited with
the Trustee as trust funds solely for the benefit of the Holders, cash in U.S. dollars in an amount as will be sufficient to pay and discharge the entire Indebtedness on the Remaining Notes not heretofore delivered to the Trustee for cancellation,
for principal of, and premium and accrued interest on, the Remaining Notes to August 19, 2011, the date specified in the Redemption Notice for redemption of the Remaining Notes (the “Redemption Date”); 

WHEREAS, the Company has delivered irrevocable instructions to the Trustee to apply the deposited funds toward the payment of the
principal of and premium on the Remaining Notes and accrued interest thereon to the Redemption Date; 
 WHEREAS, the Company has
delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all covenants and conditions precedent under the Indenture relating to the termination of its obligations under the Remaining Notes and the Indenture
have been complied with; and 
 WHEREAS, pursuant to Section 8.01 of the Indenture, the Company has requested the Trustee
to cancel and discharge the Indenture, and to execute and deliver to the Company this Satisfaction of Indenture; 
 NOW,
THEREFORE, THIS SATISFACTION OF INDENTURE WITNESSETH: 
 ARTICLE I 

Satisfaction and Discharge 
 The Trustee, pursuant to the provisions of Section 8.01 of the Indenture, hereby acknowledges that the Company’s obligations under the Indenture and the Remaining Notes have been satisfied and
hereby cancels the Indenture and the Remaining Notes, and the Indenture is hereby discharged and hereby ceases to be of further effect as to all Remaining Notes outstanding, except with respect to those obligations that the Indenture provides shall
survive the satisfaction and discharge thereof. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, WELLS FARGO BANK, NATIONAL ASSOCIATION has caused its corporate name to
be hereunto affixed, and this instrument to be signed by one of its responsible officers, all as of the day and year first above written. 
  

	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

	
	 /s/ Raymond Delli Colli

	 By: Raymond Delli Colli

	 Authorized Officer



 [Signature Page to WMG Holdings Satisfaction and Discharge]