Indenture (9.5% Senior Secured Notes due 2016)



 Exhibit 4.1 
 EXECUTION VERSION 
 WM FINANCE CORP., 

as Issuer, 
 the
Guarantors, 
 if any, from time to time party hereto 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 
  

 
 INDENTURE

 Dated as of July 20, 2011 
  

 
 9.50% Senior
Secured Notes due 2016 







 CROSS-REFERENCE TABLE 

 

			
	 TIA Section
	 	Indenture Section
	310(a)(1) (a)(2) (a)(3) (a)(4) (a)(5)	 	 7.10 7.10 N.A. N.A. 7.08; 7.10
 7.08; 7.10; 12.02 N.A.

	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	312(a)	 	2.05
		 	12.03
		 	12.03
	313(a)	 	7.06
	(b)(1)	 	7.06; 10.03
	(b)(2)	 	7.06
	(c)	 	7.06; 10.03; 12.02
		 	7.06
	314(a)	 	4.06; 4.17
	(b)	 	N.A.
	(c)(1)	 	7.02; 12.04; 12.05
	(c)(2)	 	7.02; 12.04; 12.05
	(c)(3)	 	N.A.
	(d)	 	10.03; 10.04; 10.05
		 	12.05
		 	N.A.
	315(a)	 	7.01(b)
		 	7.05
		 	7.01
		 	6.05; 7.01(c)
		 	6.11
	316(a)(last sentence)	 	2.09
	(a)(1)(A)	 	6.02
	(a)(1)(B)	 	6.04
	(a)(2)	 	9.02
		 	6.07
		 	9.05
	317(a)(1)	 	6.08
	(a)(2)	 	6.09
		 	2.04
	318(a)	 	12.01
		 	12.01

 N.A. means Not Applicable 
 Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture. 







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
		
	 ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	  
		
	 SECTION 1.01.   Definitions.
	  	 	1	  
		
	 SECTION 1.02.   Other Definitions.
	  	 	33	  
		
	 SECTION 1.03.   Incorporation by Reference of TIA.
	  	 	34	  
		
	 SECTION 1.04.   Rules of Construction.
	  	 	35	  
		
	 ARTICLE TWO THE SECURITIES
	  	 	36	  
		
	 SECTION 2.01.   Amount of Notes.
	  	 	36	  
		
	 SECTION 2.02.   Form and Dating.
	  	 	36	  
		
	 SECTION 2.03.   Execution and Authentication.
	  	 	37	  
		
	 SECTION 2.04.   Registrar and Paying Agent.
	  	 	37	  
		
	 SECTION 2.05.   Paying Agent To Hold Assets in Trust.
	  	 	38	  
		
	 SECTION 2.06.   Holder Lists.
	  	 	38	  
		
	 SECTION 2.07.   Transfer and Exchange.
	  	 	38	  
		
	 SECTION 2.08.   Replacement Notes.
	  	 	39	  
		
	 SECTION 2.09.   Outstanding Notes.
	  	 	39	  
		
	 SECTION 2.10.   Treasury Notes.
	  	 	40	  
		
	 SECTION 2.11.   Temporary Notes.
	  	 	40	  
		
	 SECTION 2.12.   Cancellation.
	  	 	40	  
		
	 SECTION 2.13.   Defaulted Interest.
	  	 	40	  
		
	 SECTION 2.14.   CUSIP and ISIN Numbers.
	  	 	41	  
		
	 SECTION 2.15.   Deposit of Moneys.
	  	 	41	  
		
	 SECTION 2.16.   Book-Entry Provisions for Global Notes.
	  	 	41	  
		
	 SECTION 2.17.   Special Transfer Provisions.
	  	 	43	  


  
 i 









					
		
	 SECTION 2.18.   Computation of Interest.
	  	 	45	  
		
	 SECTION 2.19.   Calculation of Principal Amount of Notes.
	  	 	45	  
		
	 ARTICLE THREE REDEMPTION
	  	 	45	  
		
	 SECTION 3.01.   Notices to Trustee.
	  	 	45	  
		
	 SECTION 3.02.   Selection of Notes To Be Redeemed.
	  	 	45	  
		
	 SECTION 3.03.   Notice of Redemption.
	  	 	46	  
		
	 SECTION 3.04.   Effect of Notice of Redemption.
	  	 	47	  
		
	 SECTION 3.05.   Deposit of Redemption Price.
	  	 	47	  
		
	 SECTION 3.06.   Notes Redeemed in Part.
	  	 	48	  
		
	 SECTION 3.07.   Optional Redemption.
	  	 	48	  
		
	 SECTION 3.08.   Mandatory Redemption.
	  	 	49	  
		
	 ARTICLE FOUR COVENANTS
	  	 	49	  
		
	 SECTION 4.01.   Payment of Notes.
	  	 	49	  
		
	 SECTION 4.02.   Maintenance of Office or Agency.
	  	 	49	  
		
	 SECTION 4.03.   Corporate Existence.
	  	 	50	  
		
	 SECTION 4.04.   Payment of Taxes and Other Claims.
	  	 	50	  
		
	 SECTION 4.05.   Maintenance of Properties and Insurance.
	  	 	50	  
		
	 SECTION 4.06.   Compliance Certificate; Notice of Default.
	  	 	50	  
		
	 SECTION 4.07.   Compliance with Laws.
	  	 	51	  
		
	 SECTION 4.08.   Waiver of Stay, Extension or Usury Laws.
	  	 	51	  
		
	 SECTION 4.09.   Change of Control.
	  	 	51	  
		
	 SECTION 4.10.   Incurrence of Indebtedness and Issuance of Preferred Stock.
	  	 	53	  
		
	 SECTION 4.11.   Restricted Payments.
	  	 	58	  
		
	 SECTION 4.12.   Liens.
	  	 	65	  
		
	 SECTION 4.13.   Asset Sales.
	  	 	66	  


  
 ii 










					
		
	 SECTION 4.14.   Transactions with Affiliates.
	  	 	70	  
		
	 SECTION 4.15.   Dividend and Other Payment Restrictions Affecting Subsidiaries.
	  	 	72	  
		
	 SECTION 4.16.   Additional Subsidiary Guarantees.
	  	 	74	  
		
	 SECTION 4.17.   Reports to Holders.
	  	 	74	  
		
	 SECTION 4.18.   Limitation on Subordinated Debt.
	  	 	75	  
		
	 SECTION 4.19.   Business Activities.
	  	 	75	  
		
	 SECTION 4.20.   Payments for Consent.
	  	 	75	  
		
	 SECTION 4.21.   Restrictions on Music Publishing Sale.
	  	 	75	  
		
	 ARTICLE FIVE SUCCESSOR CORPORATION
	  	 	76	  
		
	 SECTION 5.01.   Merger, Consolidation, or Sale of Assets.
	  	 	76	  
		
	 ARTICLE SIX DEFAULT AND REMEDIES
	  	 	78	  
		
	 SECTION 6.01.   Events of Default.
	  	 	78	  
		
	 SECTION 6.02.   Acceleration.
	  	 	80	  
		
	 SECTION 6.03.   Other Remedies.
	  	 	81	  
		
	 SECTION 6.04.   Waiver of Defaults.
	  	 	81	  
		
	 SECTION 6.05.   Control by Majority.
	  	 	82	  
		
	 SECTION 6.06.   Limitation on Suits.
	  	 	82	  
		
	 SECTION 6.07.   Rights of Holders To Receive Payment.
	  	 	82	  
		
	 SECTION 6.08.   Collection Suit by Trustee.
	  	 	83	  
		
	 SECTION 6.09.   Trustee May File Proofs of Claim.
	  	 	83	  
		
	 SECTION 6.10.   Priorities.
	  	 	83	  
		
	 SECTION 6.11.   Undertaking for Costs.
	  	 	84	  
		
	 ARTICLE SEVEN TRUSTEE
	  	 	84	  
		
	 SECTION 7.01.   Duties of Trustee.
	  	 	84	  
		
	 SECTION 7.02.   Rights of Trustee.
	  	 	85	  


  
 iii










					
		
	 SECTION 7.03.   Individual Rights of Trustee.
	  	 	87	  
		
	 SECTION 7.04.   Trustee’s Disclaimer.
	  	 	87	  
		
	 SECTION 7.05.   Notice of Default.
	  	 	87	  
		
	 SECTION 7.06.   Reports by Trustee to Holders.
	  	 	87	  
		
	 SECTION 7.07.   Compensation and Indemnity.
	  	 	87	  
		
	 SECTION 7.08.   Replacement of Trustee.
	  	 	89	  
		
	 SECTION 7.09.   Successor Trustee by Merger, Etc.
	  	 	89	  
		
	 SECTION 7.10.   Eligibility; Disqualification.
	  	 	90	  
		
	 SECTION 7.11.   Preferential Collection of Claims Against the Issuer.
	  	 	90	  
		
	 ARTICLE EIGHT DISCHARGE OF INDENTURE; DEFEASANCE
	  	 	90	  
		
	 SECTION 8.01.   Termination of the Issuer’s Obligations.
	  	 	90	  
		
	 SECTION 8.02.   Legal Defeasance and Covenant Defeasance.
	  	 	91	  
		
	 SECTION 8.03.   Conditions to Legal Defeasance or Covenant Defeasance.
	  	 	93	  
		
	 SECTION 8.04.   Application of Trust Money.
	  	 	94	  
		
	 SECTION 8.05.   Repayment to the Issuer.
	  	 	94	  
		
	 SECTION 8.06.   Reinstatement.
	  	 	95	  
		
	 ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS
	  	 	95	  
		
	 SECTION 9.01.   Without Consent of Holders.
	  	 	95	  
		
	 SECTION 9.02.   With Consent of Holders.
	  	 	96	  
		
	 SECTION 9.03.   Reserved.
	  	 	98	  
		
	 SECTION 9.04.   Compliance with TIA.
	  	 	98	  
		
	 SECTION 9.05.   Revocation and Effect of Consents.
	  	 	98	  
		
	 SECTION 9.06.   Notation on or Exchange of Notes.
	  	 	98	  
		
	 SECTION 9.07.   Trustee To Sign Amendments, Etc.
	  	 	99	  
		
	 ARTICLE TEN COLLATERAL AND SECURITY
	  	 	99	  


  
 iv 










					
		
	 SECTION 10.01.   Security Documents.
	  	 	99	  
		
	 SECTION 10.02.   Reserved.
	  	 	100	  
		
	 SECTION 10.03.   Release of Collateral.
	  	 	100	  
		
	 SECTION 10.04.   Certificates of the Issuer.
	  	 	101	  
		
	 SECTION 10.05.   Certificates of the Trustee.
	  	 	101	  
		
	 SECTION 10.06.   Authorization of Actions to be Taken by the Trustee Under the Security
Documents.
	  	 	102	  
		
	 SECTION 10.07.   Authorization of Receipt of Funds by the Trustee Under the Security Documents.
	  	 	102	  
		
	 SECTION 10.08.   Termination of Security Interest.
	  	 	102	  
		
	 SECTION 10.09.   Post-Collateral Obligations.
	  	 	102	  
		
	 ARTICLE ELEVEN GUARANTEES
	  	 	103	  
		
	 SECTION 11.01.   Unconditional Guarantee.
	  	 	103	  
		
	 SECTION 11.02.   Reserved.
	  	 	104	  
		
	 SECTION 11.03.   Limitation on Guarantor Liability.
	  	 	104	  
		
	 SECTION 11.04.   Reserved.
	  	 	104	  
		
	 SECTION 11.05.   Release of a Guarantor.
	  	 	104	  
		
	 SECTION 11.06.   Waiver of Subrogation.
	  	 	105	  
		
	 SECTION 11.07.   Immediate Payment.
	  	 	106	  
		
	 SECTION 11.08.   No Setoff.
	  	 	106	  
		
	 SECTION 11.09.   Guarantee Obligations Absolute.
	  	 	106	  
		
	 SECTION 11.10.   Guarantee Obligations Continuing.
	  	 	106	  
		
	 SECTION 11.11.   Guarantee Obligations Not Reduced.
	  	 	106	  
		
	 SECTION 11.12.   Guarantee Obligations Reinstated.
	  	 	107	  
		
	 SECTION 11.13.   Guarantee Obligations Not Affected.
	  	 	107	  
		
	 SECTION 11.14.   Waiver.
	  	 	108	  


  
 v 









					
		
	 SECTION 11.15.   No Obligation To Take Action Against the Issuer.
	  	 	108	  
		
	 SECTION 11.16.   Dealing with the Issuer and Others.
	  	 	108	  
		
	 SECTION 11.17.   Default and Enforcement.
	  	 	109	  
		
	 SECTION 11.18.   Amendment, Etc.
	  	 	109	  
		
	 SECTION 11.19.   Acknowledgment.
	  	 	109	  
		
	 SECTION 11.20.   Costs and Expenses.
	  	 	109	  
		
	 SECTION 11.21.   No Merger or Waiver; Cumulative Remedies.
	  	 	109	  
		
	 SECTION 11.22.   Survival of Guarantee Obligations.
	  	 	110	  
		
	 SECTION 11.23.   Guarantee in Addition to Other Guarantee Obligations.
	  	 	110	  
		
	 SECTION 11.24.   Severability.
	  	 	110	  
		
	 SECTION 11.25.   Successors and Assigns.
	  	 	110	  
		
	 ARTICLE TWELVE MISCELLANEOUS
	  	 	110	  
		
	 SECTION 12.01.   TIA Controls.
	  	 	110	  
		
	 SECTION 12.02.   Notices.
	  	 	111	  
		
	 SECTION 12.03.   Communications by Holders with Other Holders.
	  	 	112	  
		
	 SECTION 12.04.   Certificate and Opinion as to Conditions Precedent.
	  	 	113	  
		
	 SECTION 12.05.   Statements Required in Certificate or Opinion.
	  	 	113	  
		
	 SECTION 12.06.   Rules by Trustee, Paying Agent, Registrar.
	  	 	113	  
		
	 SECTION 12.07.   Legal Holidays.
	  	 	113	  
		
	 SECTION 12.08.   Governing Law.
	  	 	114	  
		
	 SECTION 12.09.   No Adverse Interpretation of Other Agreements.
	  	 	114	  
		
	 SECTION 12.10.   No Recourse Against Others.
	  	 	114	  
		
	 SECTION 12.11.   Successors.
	  	 	114	  
		
	 SECTION 12.12.   Duplicate Originals.
	  	 	114	  
		
	 SECTION 12.13.   Severability.
	  	 	114	  
		
	 SECTION 12.14.   Force Majeure.
	  	 	114	  


  
 vi 









 INDENTURE, dated as of July 20, 2011 (as amended, supplemented, waived or otherwise
modified from time to time, this “Indenture”), among WM FINANCE CORP., a Delaware corporation, as issuer, the Guarantors, if any, from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”). 
 Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders. 
 ARTICLE ONE 

DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. 
 Set forth below are certain defined terms used
in this Indenture. 
 “2009 Indenture” means the indenture, dated as of May 28, 2009, among Warner Music,
WMG Holdings Corp., the guarantors party thereto, and Wells Fargo Bank, National Association. 
 “2009
Transactions” means the transactions contemplated by (i) the Purchase Agreement, (ii) the Credit Agreement existing immediately prior to the Reference Date and (iii) the offering of the Existing Secured Notes. 

“Access Investors” means, collectively: (i) Mr. Len Blavatnik; (ii) immediate family members (including
spouses and direct descendants) of the Person described in clause (i); (iii) any trusts created for the benefit of the Persons described in clause (i) or (ii) or any trust for the benefit of any such trust; (iv) in the event of
the incompetence or death of any Person described in clauses (i) and (ii), such Person’s estate, executor, administrator, committee or other personal representative or beneficiaries, in each case who at any particular date shall
beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Issuer; (v) any of his or their Affiliates (each of the Persons described in clauses (i) through (v), an “Access Party”); and
(vi) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) of which any of the Access Parties is a member; provided that in the case of clause (vi) and
without giving effect to the existence of such group or any other group, Access Parties, collectively, have beneficial ownership, directly or indirectly, of a majority of the total voting power of the Voting Stock of the Issuer or any direct or
indirect parent of the Issuer held by such group. 
 “Acquired Debt” means, with respect to any specified
Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or
became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and








 (2) Indebtedness secured by an existing Lien encumbering any asset acquired
by such specified Person. 
 “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Agent” means
any Registrar, Paying Agent or co-Registrar. 
 “amend” means amend, modify, supplement, restate or amend and
restate, including successively; and “amending” and “amended” have correlative meanings. 

“Applicable Premium” means, with respect to any Note on any applicable Redemption Date, the greater of: 

(1) 1.0% of the then outstanding principal amount of the Note; and 

(2) the excess of: 
 (a) the present value at such redemption date of (i) the redemption price of the Note at June 15, 2013 (such redemption price being set forth in the table appearing in Section 3.07(b)) plus
(ii) all required interest payments due on the Note through June 15, 2013 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 

(b) the then outstanding principal amount of the Note. 
 Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness thereof
shall not be a duty or obligation of the Trustee. 
 “asset” means any asset or property, whether real,
personal or other, tangible or intangible. 
 “Asset Sale” means (i) the sale, conveyance, transfer or
other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a
“disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary, other than Preferred Stock of a Restricted Subsidiary issued in compliance with Section 4.10 (whether in a single transaction or
a series of related transactions), in each case, other than: 
 (1) a disposition of Cash Equivalents or obsolete
or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Issuer
and its Restricted Subsidiaries; 

  
 2 








 (2)(a) the disposition of all or substantially all of the assets of the
Issuer in a manner permitted pursuant to, and as defined in, Section 5.01 or (b) any disposition that constitutes a Change of Control pursuant to this Indenture (other than a Change of Control triggered by a Recorded Music Sale);

 (3) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made,
pursuant to Section 4.11 or the granting of a Lien permitted by Section 4.12; 
 (4) any disposition of
assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million; 

(5) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the
Issuer or a Restricted Subsidiary to another Restricted Subsidiary; 
 (6) the lease, assignment, sublease,
license or sublicense of any real or personal property in the ordinary course of business; 
 (7) any sale of
Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (11) of the definition of “Permitted Investments”);

 (8) foreclosures on assets; 

(9) disposition of an account receivable in connection with the collection or compromise thereof; 

(10) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization
Financing” to a Securitization Subsidiary in connection with any Qualified Securitization Financing; 
 (11)
a transfer of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization
Financing; and 
 (12) a Music Publishing Sale in a manner permitted pursuant to Section 4.21. 

“Authorized Representative” has the meaning set forth in the Security Agreement. 

“Bank Obligations” means all Obligations pursuant to a Credit Agreement (other than the Notes or other notes or debt
securities) and related documents incurred pursuant to Section 4.10(b)(1). 

  
 3 








 “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or
foreign law for the relief of debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have
beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 
 “Board of Directors” means: 
 (1) with respect to
a corporation, the board of directors of the corporation; 
 (2) with respect to a partnership, the Board of
Directors of the general partner of the partnership; and 
 (3) with respect to any other Person, the board or
committee of such Person serving a similar function. 
 “Board Resolution” means, with respect to any Person, a
copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the
Trustee. 
 “Business Day” means any day other than a Saturday, Sunday or any other day on which banking
institutions in the City of New York are required or authorized by law or other governmental action to be closed. 

“Capital Stock” means: 
 (1) in the case of a corporation, capital stock; 
 (2) in the case
of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any
determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with
GAAP. 

  
 4 








 “Cash Contribution Amount” means the aggregate amount of cash contributions
made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.” 

“Cash Equivalents” means: 
 (1) U.S. dollars, pounds sterling, euros, or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the government or any agency or
instrumentality of the United States or any member nation of the European Union having maturities of not more than 12 months from the date of acquisition; 
 (3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months
and overnight bank deposits, in each case, with any lender party to any Credit Agreement or with any commercial bank having capital and surplus in excess of $500,000,000; 

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered
into with any financial institution meeting the qualifications specified in clause (3) above; 
 (5)
commercial paper maturing within 12 months after the date of acquisition and having a rating of at least P-1 from Moody’s or A-1 from S&P; 
 (6) investment funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and 

(7) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof
having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition. 
 “Change of Control” means the occurrence of any of the following: 
 (1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person
other than a Permitted Holder; 
 (2) the Issuer becomes aware of (by way of a report or any other filing
pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series
of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of 50% or more of the total voting power of the
Voting Stock of the Issuer or any of its direct or indirect parent corporations; 

  
 5 








 (3)(A) prior to the first public offering of common stock of either Holdings
or the Issuer, the first day on which the Board of Directors of Holdings shall cease to consist of a majority of directors who (i) were members of the Board of Directors of Holdings on the Reference Date or (ii) were either
(x) nominated for election by the Board of Directors of Holdings, a majority of whom were directors on the Reference Date or whose election or nomination for election was previously approved by a majority of such directors, or
(y) designated or appointed by a Permitted Holder (each of the directors selected pursuant to clauses (A)(i) and (A)(ii), “Continuing Directors”) and (B) after the first public offering of common stock of either Holdings
or the Issuer, (i) if such public offering is of Holdings common stock, the first day on which a majority of the members of the Board of Directors of Holdings are not Continuing Directors or (ii) if such public offering is of the
Issuer’s common stock, the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors; 
 (4) a Recorded Music Sale (other than a Recorded Music Sale in connection with which a Redemption in Whole has been made pursuant to Section 3.07(d)); or 

(5) a Music Publishing Sale. 
 “Cinram Adjustment” means cost savings and other adjustments to the Issuer from the disposition of its DVD and CD manufacturing, printing, packaging, physical distribution and
merchandising businesses to Cinram International, Inc., which was consummated on October 24, 2003, and the associated long-term supply contract with Cinram International, Inc. for physical product and distribution. 

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the Reference Date, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor. 

“Collateral” has the meaning set forth in the Security Agreement. 

“Collateral Agent” means initially the Trustee, or a successor thereto, in its capacity as collateral agent under the
Security Agreement for the benefit of the holders of all First Lien Obligations, together with its successors in such capacity. 

“Commission” means the Securities and Exchange Commission. 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount
of depreciation and amortization expense, including the amortization of deferred financing fees and other noncash charges (excluding any noncash item that represents an accrual or reserve for a cash expenditure for a future period), of such Person
and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

  
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 “Consolidated Interest Expense” means, with respect to any Person for any
period, the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period (including amortization of original issue discount, noncash interest payments (other than imputed
interest as a result of purchase accounting), the interest component of Capitalized Lease Obligations, net payments (if any) pursuant to interest rate Hedging Obligations, but excluding amortization of deferred financing fees or expensing of any
bridge or other financing fees relating to the Specified Financings) and (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less (c) interest income actually
received in cash for such period; provided, however, that Securitization Fees shall not be deemed to constitute Consolidated Interest Expense. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that 

(1) any net after-tax extraordinary, unusual or nonrecurring gains or losses (including, without limitation, severance,
relocation, transition and other restructuring costs) (less all fees and expenses relating thereto) shall be excluded; 
 (2) the Net Income for such period shall not include the cumulative effect of a change in accounting principle(s) during such period; 

(3) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions
other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded; 
 (4) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided
that, to the extent not already included, Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent
Person or a Restricted Subsidiary thereof in respect of such period; 
 (5) solely for the purpose of determining
the amount available for Restricted Payments under Section 4.11(a)(3), the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by
that Restricted Subsidiary of its Net Income is not permitted at the date of determination without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been
legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a
Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; 

  
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 (6) any noncash impairment charges resulting from the application of
Statements of Financial Accounting Standards No. 142 and No. 144 and the amortization of intangibles arising pursuant to Statement of Financial Accounting Standards No. 141, shall be excluded; 

(7) solely for purposes of determining the amount available for Restricted Payments under Section 4.11(a)(3), an
amount equal to any reduction in current taxes recognized during the applicable period by the Issuer and its Restricted Subsidiaries as a direct result of deductions arising from (A) the amortization allowed under Section 167 or 197 of the
Code for the goodwill and other intangibles arising from the 2009 Transactions and (B) employee termination and related restructuring reserves established pursuant to purchase accounting for the two-year period commencing with the Reference
Date, in each case, will be included in the calculation of “Consolidated Net Income” so long as such addition will not result in double-counting; 
 (8) noncash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs shall be excluded; 

(9) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early
extinguishment of Indebtedness shall be excluded; and 
 (10) any noncash charges resulting from mark-to-market
accounting in accordance with Statements of Financial Accounting Standards No. 133 and No. 150 and Emerging Issues Task Force Issue No. 00-19 relating to warrants owned by Time Warner Inc. shall be excluded. 

Notwithstanding the foregoing, for the purpose of Section 4.11 only (other than Section 4.11(a)(3)(d)), there shall be excluded
from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments by the Issuer and the
Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an
Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.11(a)(3)(d). 
 “Consolidated Tangible Assets” means, with respect to any Person, the consolidated total assets of such Person and its Restricted Subsidiaries determined in accordance with GAAP,
less all goodwill, trade names, trademarks, patents, organization expense and other similar intangibles properly classified as intangibles in accordance with GAAP. 

  
 8 








 “Contingent Obligations” means, with respect to any Person, any obligation
of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply
funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Contribution Indebtedness” means Indebtedness of the Issuer or any Guarantor in an aggregate principal amount not
greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer or such Guarantor after April 1, 2009. 
 “Corporate Trust Office” means the corporate trust office of the Trustee located at Sixth Street and Marquette Avenue, MAC N9311-110, Minneapolis, Minnesota 55479, Attention: Corporate
Trust Department, or such other office, designated by the Trustee by written notice to the Issuer, at which at any particular time its corporate trust business shall be administered. 

“Credit Agreement” means one or more debt facilities, commercial paper facilities or series of notes documented in one
or more agreements or indentures, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as each may be amended, restated, supplemented, modified, renewed, refunded, replaced or
refinanced from time to time in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the
Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof. 

“Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy
Law. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both would
be, an Event of Default. 
 “Depositary” shall mean The Depository Trust Company, New York, New York, or a
successor thereto registered under the Exchange Act or other applicable statute or regulation. 
 “Designated Noncash
Consideration” means the fair market value of noncash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an
Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration. 

  
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 “Designated Preferred Stock” means Preferred Stock of the Issuer or any
direct or indirect parent company of the Issuer (other than Disqualified Stock) that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its
Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.11(a)(3). 

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the
terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the final
maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

“Domestic Subsidiary” means any Subsidiary of the Issuer that was formed under the laws of the United States, any state
of the United States, the District of Columbia or any territory of the United States. 
 “EBITDA” means, with
respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, 
 (1) provision for taxes based on income or profits, plus franchise or similar taxes of such Person for such period deducted in computing Consolidated Net Income, plus 

(2) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such
Consolidated Net Income, plus 
 (3) Consolidated Depreciation and Amortization Expense of such Person for such
period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus 

(4) any reasonable expenses or charges related to any Equity Offering, Permitted Investment, acquisition, recapitalization
or Indebtedness permitted to be incurred under this Indenture or to the 2009 Transactions and, in each case, deducted in such period in computing Consolidated Net Income, plus 

(5) the amount of any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention,
severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) deducted in such period in computing Consolidated Net Income,
plus 

  
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 (6) without duplication, any other noncash charges (including any impairment
charges and the impact of purchase accounting, including, but not limited to, the amortization of inventory step-up) reducing Consolidated Net Income for such period (excluding any such charge that represents an accrual or reserve for a cash
expenditure for a future period), plus 
 (7) any net gain or loss resulting from Hedging Obligations relating to
currency exchange risk, plus 
 (8) the amount of management, monitoring, consulting and advisory fees and
related expenses paid to the Sponsors (or any accruals relating to such fees and related expenses) during such period; provided that such amount shall not exceed $10.0 million in any four-quarter period, plus 

(9) Securitization Fees to the extent deducted in calculating Consolidated Net Income for such period, plus 

(10) the Cinram Adjustment, plus 
 (11) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations, plus 

(12) without duplication, pension curtailment expenses, transaction costs and executive contract expenses incurred by
affiliated entities of the Issuer (other than Holdings and its Subsidiaries) on behalf of Holdings or any of its Subsidiaries and reflected in the combined financial statements of the Issuer as capital contributions, less 

(13) without duplication, noncash items increasing Consolidated Net Income of such Person for such period (excluding any
items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges or asset valuation adjustments made in any prior period). 
 “Effective Date” means the effective date of the Merger. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity Offering” means any
public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent corporations (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the Issuer or of any
direct or indirect parent corporation of the Issuer registered on Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any Subsidiary. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder. 

  
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 “Exchange Notes” means any Notes issued in exchange for Notes pursuant to
the terms of a Registration Rights Agreement. 
 “Excluded Assets” has the meaning set forth in the Security
Agreement. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in
each case received by the Issuer and its Restricted Subsidiaries from: 
 (1) contributions to its common equity
capital; and 
 (2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or
any other management or employee benefit plan or agreement of the Issuer or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock), 
 in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be,
which are excluded from the calculation set forth in Section 4.11(a)(3). 
 “Existing Indebtedness” means
Indebtedness of the Issuer and its Subsidiaries (other than Indebtedness under any Credit Agreement) in existence on the Reference Date, including the Existing Senior Subordinated Notes. 

“Existing Secured Notes” means Warner Music’s 9.50% Senior Secured Notes due 2016 issued pursuant to the 2009
Indenture. 
 “Existing Senior Subordinated Notes” means collectively Warner Music’s existing 7.375% U.S.
dollar senior subordinated notes due 2014 and Warner Music’s existing 8.125% Sterling denominated senior subordinated notes due 2014. 
 “First Lien Obligations” means collectively, obligations under the (a) the Existing Secured Notes, (b) the indenture governing the Existing Secured Notes, (c) Bank
Obligations, (d) any Permitted Additional Pari Passu Obligations, including the Initial Notes, the Exchange Notes and the Indenture, (e) interest rate or currency swaps, caps or collars or similar Hedging Obligations entered into to hedge
the Issuer’s or any Guarantor’s exposure with respect to Obligations not prohibited under this Indenture and (f) obligations in respect of any overdraft and related liabilities arising from treasury, depositary and cash management
services or any automated clearing house transfers of funds. 
 “Fixed Charge Coverage Ratio” means, with
respect to any Person for any period consisting of such Person and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of EBITDA of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or repays Disqualified Stock or Preferred Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the
beginning of the applicable four-quarter period. 

  
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 For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers or consolidations (as determined in accordance with GAAP) that have been made by Holdings or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and any restructuring initiatives referred to below (and the change in
any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted
Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this
definition or commenced any restructuring initiative, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation or
initiative had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition, whenever
pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation or any restructuring initiatives and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in
good faith by a responsible financial or accounting officer of the Issuer and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include
operating expense reductions for such period resulting from such transaction or initiative that is being given pro forma effect that have been realized or (A) for which the steps necessary for realization have been taken (or are taken
concurrently with such transaction or initiative) or (B) for which the steps necessary for realization are reasonably expected to be taken within the six-month period following such transaction and, in each case, including, but not limited to,
(a) reduction in personnel expenses, (b) reduction of costs related to administrative functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and
streamlining of corporate and record label overhead; provided that, in either case, such adjustments are set forth in an Officers’ Certificate signed by the Issuer’s chief financial officer and another Officer which states
(i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution and
(iii) that any related incurrence of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated
as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue
at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness
that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as the Issuer may designate. 

  
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 “Fixed Charges” means, with respect to any Person for any period, the sum
of, without duplication, (a) Consolidated Interest Expense (excluding all noncash interest expense and amortization/accretion of original issue discount in connection with the Specified Financings (including any original issue discount created
by fair value adjustments to the Issuer’s existing Indebtedness as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding
items eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of
Disqualified Stock. 
 “Foreign Subsidiary” means any Subsidiary of the Issuer that is not a Domestic
Subsidiary. 
 “Freely Tradable” has the meaning set forth in the Registration Rights Agreement. 

“GAAP” means generally accepted accounting principles in the United States in effect on the date of this Indenture. For
purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary. 

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course
of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations. 

“Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by a Guarantor in
accordance with the provisions of this Indenture. When used as a verb, “Guarantee” shall have a corresponding meaning. 
 “Guarantor” means any Person that incurs a Guarantee of the Notes; provided that upon the release and discharge of such Person from its Guarantee in accordance with this Indenture,
such Person shall cease to be a Guarantor. 
 “Hedging Obligations” means, with respect to any Person, the
obligations of such Person under: 
 (1) currency exchange, interest rate or commodity swap agreements, currency
exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices. 

  
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 “Holdings” means WMG Holdings Corp., a Delaware corporation and the direct
parent of the Issuer. 
 “Holdings Notes” means Holdings’ 9.5% Senior Discount Notes due 2014. 

“Holder” or “Noteholder” means the registered holder of any Note. 

“incur” means to directly or indirectly create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to any Indebtedness (including Acquired Debt) and “incurrence” shall have a correlative meaning. 
 “Indebtedness” means, with respect to any Person, 
 (a) any
indebtedness (including principal and premium) of such Person, whether or not contingent, 
 (i) in respect of borrowed money,

 (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting,
reimbursement agreements in respect thereof), 
 (iii) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or 

(iv) representing any Hedging Obligations, 
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of
such Person prepared in accordance with GAAP, 
 (b) Disqualified Stock of such Person, 

(c) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise,
the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business) and 
 (d) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); 

provided, however, that Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money
shall be deemed not to constitute Indebtedness. 
 “Independent Financial Advisor” means an accounting,
appraisal or investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.


  
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 “Initial Purchasers” means with respect to the Initial Notes, Credit Suisse
Securities (USA) LLC and UBS Securities LLC. 
 “Interest” means, with respect to the Notes, interest and any
Special Interest on the Notes. 
 “Interest Payment Date” means the stated maturity of an installment of
interest on the Notes. 
 “Investments” means, with respect to any Person, all direct or indirect investments
by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and
similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other
property. 
 For purposes of the definition of “Unrestricted Subsidiary” and Section 4.11,
(i) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to (x) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Issuer’s equity interest in such Subsidiary)
of the fair market value of the net assets of such Subsidiary at the time of such redesignation; (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each
case as determined in good faith by the Issuer; and (iii) any transfer of Capital Stock that results in an entity which became a Restricted Subsidiary after the Issue Date ceasing to be a Restricted Subsidiary shall be deemed to be an
Investment in an amount equal to the fair market value (as determined by the Board of Directors of the Issuer in good faith as of the date of initial acquisition) of the Capital Stock of such entity owned by the Issuer and the Restricted
Subsidiaries immediately after such transfer. 
 “Issue Date” means July 20, 2011, the date of original
issuance of the Notes. 
 “Issuer” means (a) WM Finance Corp. prior to the consummation of the Merger and
(b) Warner Music, upon and following consummation of the Merger, and any successor in interest thereto. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or
give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to
constitute a Lien. 

  
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 “Major” means any significant competitor or participant in a Permitted
Business, determined by the Issuer in its sole discretion. 
 “Major Music/Media Transaction” means
(1) any disposition by the Issuer of all or substantially all of its assets or the assets of its Recorded Music Business to another Major, or any acquisition by another Major of more than 50% of the outstanding shares of Voting Stock of the
Issuer or any of its direct or indirect parent entities; (2) any acquisition by the Issuer of all or substantially all the recorded music business, music publishing business or other Permitted Business of another Major; or (3) any merger,
consolidation, joint venture or other combination of all or substantially all of the Issuer’s assets or its Recorded Music Business with all or substantially all of the assets of the recorded music business, music publishing business or other
Permitted Business of another Major. 
 “Management Agreement” means the Management Agreement by and among
Warner Music, Holdings and the Sponsors and/or their Affiliates as in effect on the Reference Date. 
 “Maturity
Date” means June 15, 2016. 
 “Merger” means the merger of WM Finance Corp. with and into Warner
Music. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Music Publishing Business” means the subsidiaries and assets constituting the music publishing segment, as defined in
the financial statements of the Issuer. At any point in time in which music publishing is not a reported segment of the Issuer, Music Publishing Business shall refer to the business that was previously included in this segment. 

“Music Publishing Sale” means the sale of all or substantially all of the Music Publishing Business, which, for the
avoidance of doubt may include assets constituting a portion of the Recorded Music Business not to exceed 10% of the total assets constituting the Recorded Music Business, as reflected on the most recent internally available balance sheet of the
Issuer. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in
accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock. 

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any
Asset Sale, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements), repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale and any deduction of appropriate amounts to be provided by the
Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 

  
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 “Non-Recourse Acquisition Financing Indebtedness” means any Indebtedness
incurred by the Issuer or any Restricted Subsidiary to finance the acquisition, exploitation or development of assets (including directly or through the acquisition of entities holding such assets) not owned by the Issuer or any of its Restricted
Subsidiaries prior to such acquisition, exploitation or development, which assets are used for the creation or development of Product for the benefit of the Issuer, and in respect of which the Person to whom such Indebtedness is owed has no recourse
whatsoever to the Issuer or any of its Restricted Subsidiaries for the repayment of or payment of such Indebtedness other than recourse to the acquired assets or assets that are the subject of such exploitation or development for the purpose of
enforcing any Lien given by the Issuer or such Restricted Subsidiary over such assets, including the receivables, inventory, intangibles and other rights associated with such assets and the proceeds thereof. 

“Non-Recourse Product Financing Indebtedness” means any Indebtedness incurred by the Issuer or any Restricted Subsidiary
solely for the purpose of financing (whether directly or through a partially-owned joint venture) the production, acquisition, exploitation, creation or development of items of Product produced, acquired, exploited, created or developed after the
Issue Date (including any Indebtedness assumed in connection with the production, acquisition, creation or development of any such items of Product or secured by a Lien on any such items of Product prior to the production, acquisition, creation or
development thereof) where the recourse of the creditor in respect of that Indebtedness is limited to Product revenues generated by such items of Product or any rights pertaining thereto and where the Indebtedness is unsecured save for Liens over
such items of Product or revenues and such rights and any extension, renewal, replacement or refinancing of such Indebtedness. “Non-Recourse Product Financing Indebtedness” excludes, for the avoidance of doubt, any Indebtedness raised or
secured against Product where the proceeds are used for any other purposes. 
 “Non-U.S. Person” means a Person
that is not a U.S. person, as defined in Regulation S. 
 “Notes” means the 9.50% Senior Secured Notes due 2016
issued by the Issuer, including, without limitation, the Exchange Notes and the Additional Notes, treated as a single class of securities, as amended from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture.

 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including,
without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities,
payable under the documentation governing any Indebtedness. 
 “Offering Circular” means the offering circular
of the Issuer dated July 14, 2011 relating to the Notes. 

  
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 “Officer” means the Chairman of the Board, the Chief Executive Officer, the
Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, Assistant Treasurer or the Secretary or Assistant Secretary or General Counsel or Deputy General Counsel of the Issuer or
of a Guarantor, as applicable. 
 “Officers’ Certificate” means a certificate signed on behalf of the
Issuer by two Officers of the Issuer or on behalf of a Guarantor by two Officers of such Guarantor, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer or
such Guarantor, as applicable, that meets the requirements set forth in this Indenture. 
 “Opinion of Counsel”
means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer, a Guarantor or the Trustee. 
 “Permitted Additional Pari Passu Obligations” has the meaning assigned to Additional Secured Obligation in the Security Agreement. 

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Permitted Business assets or a combination
of Permitted Business assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.13,
provided further that the assets received are pledged as Collateral to the extent required by the Security Documents to the extent that the assets disposed of constituted Collateral. 

“Permitted Business” means the media and entertainment business and any services, activities or businesses incidental or
directly related or similar thereto, any line of business engaged in by the Issuer on the Reference Date (or the applicable party in the case of a Major Music/Media Transaction) or any business activity that is a reasonable extension, development or
expansion thereof or ancillary thereto. 
 “Permitted Holders” means (i) the Sponsors and their Affiliates
(not including, however, any portfolio companies of any of the Sponsors); (ii) Edgar Bronfman Jr.; (iii) immediate family members (including spouses and direct descendants) of the Person described in clause (ii); (iv) any trusts
created for the benefit of the Person described in clause (ii) or (iii) or any trust for the benefit of any such trust; (v) in the event of the incompetence or death of any Person described in clauses (ii) and (iii), such
Person’s estate, executor, administrator, committee or other personal representative or beneficiaries, in each case who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the
Issuer; (vi) Time Warner Inc. if at such time as Time Warner Inc. owns 50% or more of the total voting power of the Voting Stock of the Issuer or any direct or indirect parent company of the Issuer and after giving pro forma effect to
the acquisition of such Voting Stock and the incurrence of any Indebtedness used to finance the acquisition thereof, (x) Time Warner Inc. has a rating of at least “investment grade” status from S&P and Moody’s and
(y) neither S&P, Moody’s nor any other nationally recognized rating agency shall have downgraded, or indicated an intention to downgrade, the corporate rating of Time Warner Inc. to a level below its then existing corporate rating by
any such agency; (vii) the Access Investors; or (viii) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of any of the Issuer, Holdings or any of their respective direct or
indirect parents. In addition, any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whose status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or
results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, together with its Affiliates, shall thereafter constitute Permitted Holders. 

  
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 “Permitted Investments” means 

(1) any Investment by the Issuer in any Restricted Subsidiary or by a Restricted Subsidiary in another Restricted
Subsidiary; 
 (2) any Investment in cash and Cash Equivalents; 

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is engaged in a Permitted
Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary; 
 (4)
any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 4.13 or any other disposition of assets not constituting an Asset Sale; 

(5) any Investment existing on the Reference Date and any modification, replacement, renewal or extension thereof;
provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Reference Date or (y) as otherwise permitted under this Indenture; 

(6) loans and advances to employees and any guarantees not in excess of $15.0 million in the aggregate outstanding at any
one time; 
 (7) any Investment acquired by the Issuer or any Restricted Subsidiary (A) in exchange for any
other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable
or (B) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(8) Hedging Obligations permitted under Section 4.10(b)(9); 

(9) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and
other similar expenses, in each case incurred in the ordinary course of business; 

  
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 (10) any advance directly or indirectly related to royalties or future
profits (whether or not recouped), directly or indirectly (including through capital contributions or loans to an entity or joint venture relating to such artist(s) or writer(s)), to one or more artists or writers pursuant to label and license
agreements, agreements with artists/writers and related ventures, pressing and distribution agreements, publishing agreements and any similar contract or agreement entered into from time to time in the ordinary course of business; 

(11) any Investment by the Issuer or a Restricted Subsidiary in a Permitted Business having an aggregate fair market
value, taken together with all other Investments made pursuant to (i) on and prior to the Effective Date, clause (11) of “Permitted Investments” in the 2009 Indenture and (ii) after the Effective Date, this clause
(11) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of $150.0 million
and 15.0% of Consolidated Tangible Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(12) Investments the payment for which consists of Equity Interests of the Issuer or any of its direct or indirect parent
corporations (exclusive of Disqualified Stock); 
 (13) guarantees (including Guarantees) of Indebtedness
permitted under Section 4.10 and performance guarantees consistent with past practice; 
 (14) any
transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 4.14 (except transactions described in Section 4.14(b)(2), (6) and (7)); 

(15) Investments by the Issuer or a Restricted Subsidiary in joint ventures engaged in a Permitted Business having an
aggregate fair market value, taken together with all other Investments made pursuant to (i) on and prior to the Effective Date, clause (15) of “Permitted Investments” in the 2009 Indenture and (ii) after the Effective Date,
this clause (15) that are at that time outstanding amount, not to exceed the greater of $100.0 million and 8.0% of Consolidated Tangible Assets (with the fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value); 
 (16) Investments consisting of licensing or contribution of
intellectual property pursuant to joint marketing arrangements with other Persons; and 
 (17) any Investment in
a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing, including Investments of funds held in accounts permitted or required by the arrangements
governing such Qualified Securitization Financing or any related Indebtedness; provided, however, that any Investment in a Securitization Subsidiary is in the form of a Purchase Money Note, contribution of additional Securitization Assets or an
equity interest. 

  
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 “Permitted Liens” means the following types of Liens: 

(1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which
such Person is a party; 
 (2) Liens in favor of issuers of performance, surety, bid, indemnity, warranty,
release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such
Person in the ordinary course of its business or consistent with past practice; 
 (3) Liens on property or
shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further,
however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary; 

(4) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition
by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition;
provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary; 
 (5) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.10;

 (6) Liens on cash deposits or property constituting Cash Equivalents securing Hedging Obligations not
prohibited by this Indenture; 
 (7) Liens on specific items of inventory or other goods and proceeds of any
Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(8) Liens in favor of the Issuer or any Restricted Subsidiary; 

(9) Liens to secure any Indebtedness that is (A) incurred to refinance any Indebtedness that has been secured by a
Lien existing on the Reference Date (other than the Existing Secured Notes or refinancings or replacements thereof) or (B) referred to in clauses (3), (4) and (19)(B) of this definition; provided, however, that in each
case, such Liens (x) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any
property or assets of the Issuer or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced; 

  
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 (10) Liens on Securitization Assets and related assets of the type specified
in the definition of “Securitization Financing” incurred in connection with any Qualified Securitization Financing; 
 (11) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property; 

(12) judgment liens in respect of judgments that do not constitute an Event of Default so long as such Liens are
adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired; 

(13) pledges, deposits or security under workmen’s compensation, unemployment insurance and other social security
laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or
customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements, in each case incurred in the ordinary course of business or consistent with past
practice; 
 (14) Liens imposed by law, including carriers’, warehousemen’s, materialmen’s,
repairmen’s and mechanics’ Liens, in each case for sums not overdue by more than 30 days or, if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted; 
 (15) encumbrances, ground leases,
easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor
defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business; 
 (16) leases, licenses, subleases
or sublicenses granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of the Issuer or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;


  
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 (17) banker’s Liens, rights of set-off or similar rights and remedies
as to deposit accounts or other funds maintained with a depositary institution, provided that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer in excess
of those set forth by regulations promulgated by the Federal Reserve Board or other applicable law and (b) such deposit account is not intended by the Issuer or any Restricted Subsidiary to provide collateral to the depositary institution;

 (18) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or
consignments entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business; 

(19)(A) other Liens securing Indebtedness for borrowed money with respect to property or assets with an aggregate fair
market value (valued at the time of creation thereof) of not more than $15.0 million at any time and (B) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property
of such Person; provided, however, that (x) the Lien may not extend to any other property (except for accessions to such property) owned by such Person or any of its Restricted Subsidiaries at the time the Lien is incurred,
(y) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (z) with respect to Capitalized Lease Obligations,
such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Lease Obligations; provided that individual financings of equipment provided by one lender
may be cross-collateralized to other financings of equipment provided by such lender; 
 (20) Liens to secure
Non-Recourse Product Financing Indebtedness permitted to be incurred pursuant to (i) on and prior to the Effective Date, Section 4.10(b)(18) of the 2009 Indenture and (ii) after the Effective Date, Section 4.10(b)(18), which
Liens may not secure Indebtedness other than Non-Recourse Product Financing Indebtedness and which Liens may not attach to assets other than the items of Product acquired, exploited, created or developed with the proceeds of such Indebtedness and
Liens to secure Non-Recourse Acquisition Financing Indebtedness permitted to be incurred pursuant to (i) on and prior to the Effective Date, Section 4.10(b)(18) of the 2009 Indenture and (ii) after the Effective Date,
Section 4.10(b)(18), which Liens may not secure Indebtedness other than Non-Recourse Acquisition Financing Indebtedness and which Liens may not attach to assets other than the assets acquired, exploited, created or developed with the proceeds
of such Indebtedness; 
 (21) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a
matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 

  
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 (22) Liens encumbering reasonable customary initial deposits and margin
deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(23) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with
banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary
course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any Restricted Subsidiary in the ordinary course of business; 

(24) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in
connection with any letter of intent or purchase agreement permitted under this Indenture; and 
 (25) Liens
incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to (i) on and prior to the Effective Date, Sections 4.10(b)(4) and 4.10(b)(20) of the 2009 Indenture and (ii) after the Effective Date,
Sections 4.10(b)(4) and 4.10(b)(20). 
 “Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation,
dissolution or winding up. 
 “Private Placement Legend” means the legends initially set forth on the Notes in
the form set forth in Exhibit B. 
 “Product” means any music (including musical and audio visual
recordings, musical performance, songs and compositions and also includes mail order music and activities relating or incidental to music such as touring, merchandising and artist management), music copyright, motion picture, television programming,
film, videotape, digital file, video clubs, DVD manufactured or distributed or any other product produced for theatrical, non-theatrical or television release or for release in any other medium, in each case whether recorded on film, videotape,
cassette, cartridge, disc or on or by any other means, method, process or device, whether now known or hereafter developed, with respect to which the Issuer or any Restricted Subsidiary: 

(1) is an initial copyright owner; or 

(2) acquires (or will acquire upon delivery) an equity interest, license, sublicense or administration or distribution
right. 
 “Purchase Agreement” means the Purchase Agreement dated May 19, 2009, among Warner Music, the
Guarantors party thereto (as defined therein) and Goldman, Sachs & Co., Banc of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Deutsche Bank Securities Inc. 

  
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 “Purchase Money Note” means a promissory note of a Securitization
Subsidiary evidencing a line of credit, which may be irrevocable, from Holdings or any Subsidiary of Holdings to a Securitization Subsidiary in connection with a Qualified Securitization Financing, which note is intended to finance that portion of
the purchase price that is not paid in cash or a contribution of equity and which (a) shall be repaid from cash available to the Securitization Subsidiary, other than (i) amounts required to be established as reserves, (ii) amounts
paid to investors in respect of interest, (iii) principal and other amounts owing to such investors and (iv) amounts paid in connection with the purchase of newly generated receivables and (b) may be subordinated to the payments
described in clause (a). 
 “Qualified Institutional Buyer” or “QIB” shall have the meaning
specified in Rule 144A under the Securities Act. 
 “Qualified Proceeds” means assets that are used or useful
in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors in good faith, except that in the event the value of
any such assets or Capital Stock exceeds $50.0 million, the fair market value shall be determined by an Independent Financial Advisor. 
 “Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) the Board of Directors shall have
determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Securitization
Subsidiary, (ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) and (iii) the financing terms, covenants, termination events
and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Issuer or any of its Restricted
Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under a Credit Agreement or any Permitted Additional Pari Passu Obligations and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified
Securitization Financing. 
 “Record Date” means the applicable Record Date specified in the Notes;
provided that if any such date is not a Business Day, the Record Date shall be the first day immediately preceding such specified day that is a Business Day. 
 “Recorded Music Business” means the subsidiaries and assets constituting the recorded music segment, as defined in the financial statements of Warner Music. At any point in time in which
recorded music is not a reported segment of Warner Music, Recorded Music Business shall refer to the business that was previously included in this segment. 

  
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 “Recorded Music Sale” means the sale of all or substantially all of the
Recorded Music Business, which, for the avoidance of doubt may include assets constituting a portion of the Music Publishing Business not to exceed 10% of the total assets constituting the Music Publishing Business, as reflected on the most recent
internally available balance sheet of the Issuer. 
 “Redemption Date,” when used with respect to any Note to
be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes. 
 “Redemption in
Whole” means a redemption of 100% of the outstanding Notes pursuant to Section 3.07(d). 
 “Redemption
Price,” when used with respect to any Note to be redeemed, means the price fixed for such redemption, payable in immediately available funds, pursuant to this Indenture and the Notes. 

“Reference Date” means May 28, 2009. 
 “refinance” means to extend, refinance, renew, replace, defease or refund, including successively; and “refinancing” and “refinanced” shall have
correlative meanings. 
 “Registration Rights Agreement” means (a) the Registration Rights Agreement dated
as of the Issue Date, among the Issuer and the Initial Purchasers, as the same may be amended, supplemented, waived or otherwise modified from time to time and (b) any other similar registration rights agreement relating to Additional Notes.

 “Regulation S” means Regulation S under the Securities Act. 

“Regulation S Certificate” means a certificate substantially in the form attached hereto as Exhibit F.

 “Responsible Officer” means, when used with respect to the Trustee, any officer in the Corporate Trust
Office of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject and shall also mean any officer who shall have direct responsibility for the administration
of this Indenture. 
 “Restricted Investment” means an Investment other than a Permitted Investment.

 “Restricted Note” means a Note that constitutes a “Restricted Note” within the meaning of Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Note. 

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign
Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of
“Restricted Subsidiary”. 
 “Rule 144A” means Rule 144A under the Securities Act. 

  
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 “S&P” means Standard & Poor’s Ratings Services.

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder. 
 “Securitization Assets” means any accounts receivable or catalog, royalty
or other revenue streams from Product subject to a Qualified Securitization Financing. 
 “Securitization Fees”
means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection
with, any Qualified Securitization Financing. 
 “Securitization Financing” means any transaction or series of
transactions that may be entered into by Holdings or any of its Subsidiaries pursuant to which Holdings or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by Holdings
or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of Holdings or any
of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such
Securitization Assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging
Obligations entered into by Holdings or any such Subsidiary in connection with such Securitization Assets. 

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified
Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense,
dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 
 “Securitization Subsidiary” means a Wholly Owned Subsidiary of Holdings (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which Holdings or
any Subsidiary of Holdings makes an Investment and to which Holdings or any Subsidiary of Holdings transfers Securitization Assets and related assets) which engages in no activities other than in connection with the financing of Securitization
Assets of Holdings or its Subsidiaries, all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the
Board of Directors of Holdings or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Holdings or any
other Subsidiary of Holdings (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Holdings or any other Subsidiary
of Holdings in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of Holdings or any other Subsidiary of Holdings, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither Holdings nor any other Subsidiary of Holdings has any material contract, agreement, arrangement or understanding other than on terms which Holdings
reasonably believes to be no less favorable to Holdings or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Holdings and (c) to which neither Holdings nor any other Subsidiary of Holdings has
any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of Holdings or such other Person shall be evidenced to
the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of Holdings or such other Person giving effect to such designation and an Officers’ Certificate certifying that such designation complied with
the foregoing conditions. 

  
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 “Security Agreement” means the Security Agreement dated as of May 28,
2009, among Warner Music, Holdings, the Guarantors, Wells Fargo Bank, National Association, as Collateral Agent, the Trustee, as Notes Authorized Representative for the Holders, and each additional Authorized Representative from time to time party
thereto, as amended, restated, modified or supplemented from time to time in accordance with the provisions thereof. 

“Security Documents” means the Security Agreement and all security agreements, pledge agreements, collateral
assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Issuer or any Guarantor creating (or purporting to create) a Lien upon Collateral in
favor of the Collateral Agent, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of the Security Agreement. 

“Senior Secured Indebtedness” means, with respect to any person, the aggregate amount, without duplication, of
Indebtedness for borrowed money of such Person as of the end of the most recently ended fiscal quarter plus the amount of any Indebtedness incurred subsequent to the end of such fiscal quarter, as determined in accordance with GAAP, secured by Liens
other than (i) Liens that are junior in priority to those securing the Notes, (ii) Liens on Excluded Assets and assets of Foreign Subsidiaries that do not constitute Collateral securing obligations of such Foreign Subsidiaries and
(iii) Permitted Liens. 
 “Senior Secured Indebtedness to EBITDA Ratio” means, with respect to the Issuer,
the ratio of the Issuer’s Senior Secured Indebtedness to the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for
which such calculation is being made shall occur (the “Measurement Period”); provided, however, that: (i) in making such computation, Senior Secured Indebtedness shall include the greater of (x) the average daily balance
outstanding under any revolving credit facility during the most recently ended fiscal quarter and (y) the actual amount of Indebtedness outstanding under any revolving credit facility as of the date for which such calculation is being made; and
(ii) if the Issuer or any of its Restricted Subsidiaries makes investments, acquisitions, dispositions, mergers, consolidations and restructuring initiatives subsequent to the commencement of the Measurement Period but prior to the event for
which the calculation of the Senior Secured Indebtedness to EBITDA Ratio is made, then the Senior Secured Indebtedness to EBITDA Ratio shall be calculated giving pro forma effect to such investments, acquisitions, dispositions, mergers,
consolidations and restructuring initiatives, as if the same had occurred at the beginning of the applicable period. Any pro forma calculations pursuant to this “Senior Secured Indebtedness to EBITDA Ratio” shall be made in accordance with
the provisions set forth in the second paragraph of the definition of “Fixed Charge Coverage Ratio.” 

  
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 “Significant Subsidiary” means any Restricted Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. 

“Special Interest” has the meaning assigned to Special Interest in any Registration Rights Agreement. 

“Specified Financings” means the financings included in the 2009 Transactions, the offering of the Existing Secured
Notes and the Existing Senior Subordinated Notes. 
 “Sponsors” means Thomas H. Lee Partners, L.P. (together
with any limited partner thereof, whether or not such investment in the Issuer is made through the same entity), Bain Capital Partners, LLC, Providence Equity Partners and Music Capital Partners, L.P. 

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by
Holdings or any Subsidiary of Holdings which Holdings has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being
understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the
date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal
prior to the date originally scheduled for the payment thereof. 
 “Stockholders Agreement” means the
Stockholders Agreement by and among Warner Music, the Sponsors and/or their Affiliates and the other stockholders party thereto in effect on the Reference Date. 
 “Subordinated Indebtedness” means (a) with respect to the Issuer, Indebtedness of the Issuer that is by its terms subordinated in right of payment to the Notes and (b) with
respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes. 
 “Subsidiary” means, with respect to any specified Person: 
 (1) any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

  
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 (2) any partnership, joint venture, limited liability company or similar
entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a
controlling general partner or otherwise controls such entity. 
 “Tax” means any tax, duty, levy, impost,
assessment or other governmental charge (including penalties, interest and any other liabilities related thereto). 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date
of the execution of this Indenture until such time as this Indenture is qualified under the TIA, and thereafter as in effect on the date on which this Indenture is qualified under the TIA, except as otherwise provided in Section 9.04.

 “Treasury Rate” means, as of the applicable Redemption Date, the yield to maturity as of such Redemption
Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such
Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to June 15, 2013; provided, however, that if the
period from such Redemption Date to June 15, 2013 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the
provisions of this Indenture and thereafter means such successor. 
 “UCC” means the Uniform Commercial Code as
the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 

“Unrestricted Global Notes” means one or more Notes that do not and are not required to bear the legends in the form set
forth in Exhibit B, including, without limitation, the Exchange Notes. 
 “Unrestricted Subsidiary”
means (i) WMG Kensington, Ltd. and its Subsidiaries, (ii) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below) and
(iii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be
so designated), provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may
be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer, (b) such designation complies with Section 4.11 and
(c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries does not at the time of designation, and does not thereafter, 

  
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 (1) create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary; or 
 (2) own assets constituting part of the Music Publishing Business in excess of 10% of the total assets constituting the Music Publishing Business, as reflected on the most recent internally available
balance sheet of the Issuer. 
 The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and (1) the Issuer could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception, or
(2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis
taking into account such designation. Any such designation by the Board of Directors shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Government
Securities” means securities that are: 
 (a) direct obligations of the United States of America for the
timely payment of which its full faith and credit is pledged; or 
 (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a
specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced
by such depository receipt. 

  
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 “U.S. Legal Tender” means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debts. 
 “Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 

“Warner Music” means WMG Acquisition Corp., a Delaware corporation. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by 
 (2) the then outstanding principal amount of such Indebtedness.

 “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital
Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person. 
 SECTION 1.02. Other Definitions. 

 

					
	Term	  	Defined in Section	  	 
	“Additional Notes”	  	2.01	  	
	“Affiliate Transaction”	  	4.14	  	
	“Agent Members”	  	2.16	  	
	“Alternate Offer”	  	4.09	  	
	“Asset Sale Offer”	  	4.13	  	
	“Asset Sale Offer Amount”	  	4.13	  	
	“Asset Sale Payment”	  	4.13	  	
	“Asset Sale Payment Date”	  	4.13	  	
	“Change of Control Offer”	  	4.09	  	
	“Change of Control Payment”	  	4.09	  	
	“Change of Control Payment Date”	  	4.09	  	
	“Clearstream”	  	2.16	  	
	“Covenant Defeasance”	  	8.02	  	
	“Coverage Ratio Exception”	  	4.10	  	
	“DTC”	  	2.04	  	
	“Euroclear”	  	2.16	  	
	“Event of Default”	  	6.01	  	


  
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	Term	  	Defined in Section	  	 
	“Excess Proceeds”	  	4.13	  	
	“Guarantee Obligations”	  	11.01	  	
	“incur”	  	4.10	  	
	“Initial Notes”	  	2.01	  	
	“Legal Defeasance”	  	8.02	  	
	“Other Notes”	  	2.02	  	
	“Paying Agent”	  	2.04	  	
	“Permitted Debt”	  	4.10	  	
	“Physical Notes”	  	2.02	  	
	“Refunding Capital Stock”	  	4.11	  	
	“Registrar”	  	2.04	  	
	“Regulation S Notes”	  	2.02	  	
	“Regulation S Global Note”	  	2.16	  	
	“Restricted Global Notes”	  	2.16	  	
	“Restricted Payments”	  	4.11	  	
	“Restricted Period”	  	2.16	  	
	“Retired Capital Stock”	  	4.11	  	
	“Rule 144A Notes”	  	2.02	  	
	“Rule 144A Global Notes”	  	2.16	  	
	“Successor MP Company”	  	4.21	  	

 SECTION 1.03. Incorporation by Reference of TIA. 

Whenever this Indenture refers to a provision of the TIA, such provision of the TIA shall be incorporated by reference in and made a part
of this Indenture if, but only if, (a) this Indenture is qualified by the Issuer under the TIA (in which case each such provision shall be incorporated by reference in and made a part of this Indenture, effective immediately upon such
qualification) or (b) this Indenture expressly states that such provision of the TIA shall apply whether or not this Indenture is qualified under the TIA. The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes. 
 “indenture security holder” means a Holder or a Noteholder. 

“indenture to be qualified” means this Indenture. 

“indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Issuer, any Guarantor, and any successor or any other obligor on the
Notes. 
 All other TIA terms used in this Indenture that are defined by the TIA, defined by the TIA by reference to another
statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein. 

  
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 SECTION 1.04. Rules of Construction. 

Unless the context otherwise requires: 
 (1) a term has the meaning assigned to it herein, whether defined expressly or by reference; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (3) “or” is not exclusive; 
 (4) words in the singular
include the plural, and words in the plural include the singular; 
 (5) words used herein implying any gender
shall apply to both genders; 
 (6) provisions apply to successive events and transactions; 

(7) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision; 
 (8) the words “including,”
“includes” and similar words shall be deemed to be followed by “without limitation”; 
 (9)
the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 

(10) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock
or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; 
 (11) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared in accordance with GAAP; 
 (12) “$” and “U.S. Dollars” each
refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts; 

(13) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under
or with respect to any Notes, such mention shall be deemed to include mention of the payment of Special Interest, to the extent that, in such context, Special Interest is, was or would be payable in respect thereof. 

  
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 ARTICLE TWO 
 THE SECURITIES 
 SECTION 2.01. Amount of Notes. 

The Trustee shall initially authenticate Notes for original issue on the Issue Date in an aggregate principal amount of $150,000,000 of
Notes (the “Initial Notes”) upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer (other than as provided in Section 2.08). The Trustee shall authenticate Notes (the “Additional
Notes”) thereafter in unlimited amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10) for original issue upon a written order of the Issuer in the form of an Officers’
Certificate in aggregate principal amount as specified in such order (other than as provided in Section 2.08), provided, however, that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax
purposes, the Additional Notes will have a separate CUSIP number than the Initial Notes. Each such written order shall specify the principal amount of Additional Notes to be authenticated and the date on which the Additional Notes are to be
authenticated. 
 SECTION 2.02. Form and Dating. 

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is
incorporated in and form a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Notes offered and sold to
Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”) shall bear the legend and include the form of assignment set forth in Exhibit B, Notes offered and sold in offshore transactions in reliance on
Regulation S (“Regulation S Notes”) shall bear the legend and include the form of assignment set forth in Exhibit B, and Notes offered and sold to Institutional Accredited Investors in transactions exempt from registration
under the Securities Act not made in reliance on Rule 144A or Regulation S (“Other Notes”) may be represented by a Restricted Global Note or, if such an investor may not hold an interest in the Restricted Global Note, a Physical
Note, in each case, bearing the Private Placement Legend. The Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication.

 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture
and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. 

The Notes may be presented for registration of transfer and exchange at the offices of the Registrar. 

Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated
Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). 

  
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 SECTION 2.03. Execution and Authentication. 

One Officer, who shall have been duly authorized by all requisite corporate actions, shall sign the Notes for the Issuer by manual,
facsimile or electronic image scan signature. 
 If the Officer whose signature is on a Note was an Officer at the time of such
execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note
a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation
as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

The Trustee may appoint one or more authenticating agents with the consent of the Issuer to authenticate the Notes. Unless otherwise
provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. 
 The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000. 

SECTION 2.04. Registrar and Paying Agent. 
 The Issuer will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for
payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with
Section 7.07. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 
 The Company initially appoints
The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 

  
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 SECTION 2.05. Paying Agent To Hold Assets in Trust. 

Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer, one or more of the Guarantors or any other obligor on the Notes), and the Issuer and each Paying Agent shall notify the Trustee of any Default by
the Issuer (or any other obligor on the Notes) in making any such payment. Money held in trust by a Paying Agent need not be segregated except as required by law and in no event shall a Paying Agent be liable for any interest on any money received
by it hereunder. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in
Section 6.01(1) or (2), upon written request to a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, such Paying Agent shall have no
further liability for the money delivered to the Trustee 
 SECTION 2.06. Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two (2) Business Days prior to each Interest Payment Date and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and addresses of Holders, which list may be conclusively relied upon by the Trustee. 
 SECTION 2.07. Transfer and Exchange. 
 Subject to Sections 2.16 and 2.17,
when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall
promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the
Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. 
 The Registrar or
co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on
the day of such mailing, selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer if such
Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. 

  
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 Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial
interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall
be required to be reflected in a book-entry system. 
 SECTION 2.08. Replacement Notes. 

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note (and the Guarantors, if any, shall execute the guarantee thereon) if the Holder of such Note furnishes to the Issuer and the Trustee evidence
reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. If required by
the Trustee or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, if any, the Trustee or any Paying Agent from any loss that any of them may suffer if such Note is replaced. The
Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Issuer for the Trustee’s expenses (including, without limitation, attorneys’ fees and
disbursements) in replacing such Note. Every replacement Note shall constitute a contractual obligation of the Issuer. 

SECTION 2.09. Outstanding Notes. 
 The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except (a) those canceled by it, (b) those delivered to it for cancellation, (c) to the
extent set forth in Sections 9.01 and 9.02, on or after the date on the conditions set forth in Section 9.01 or 9.02 have been satisfied and (d) these Notes theretofore authenticated by the Trustee hereunder and those described in this
Section as not outstanding. A Note does not cease to be outstanding because the Issuer or any of its Affiliates holds the Note (subject to the provisions of Section 2.10). 

If a Note is replaced pursuant to Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.08. 
 If the principal amount of any
Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal
Tender or U.S. Government Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue. 

  
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 SECTION 2.10. Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes
owned by the Issuer or any of its Affiliates shall be disregarded, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be disregarded. 
 SECTION 2.11. Temporary Notes. 

Until definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes. Notwithstanding the foregoing, so long as the Notes are represented by a Global Note, such Global
Note may be in typewritten form. 
 SECTION 2.12. Cancellation. 

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent (other than the Issuer or a Subsidiary), and no one else, shall cancel and, at the written direction
of the Issuer, shall dispose of all Notes surrendered for transfer, exchange, payment or cancellation in accordance with its customary procedures. Subject to Section 2.08, the Issuer may not issue new Notes to replace Notes that it has paid or
delivered to the Trustee for cancellation. If the Issuer or any Guarantor shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.12. 
 SECTION 2.13. Defaulted Interest.

 If the Issuer defaults in a payment of interest on the Notes, it shall, unless the Trustee fixes another Record Date pursuant
to Section 6.10, pay the defaulted interest then borne by the Notes, plus (to the extent lawful) any interest payable on the defaulted interest, in accordance with the terms hereof. The Issuer may pay the defaulted interest to the persons who
are Holders on a subsequent special Record Date, which special Record Date shall be the fifteenth day next preceding the date fixed by the Issuer for the payment of defaulted interest or the next succeeding Business Day if such date is not a
Business Day. At least 15 days before any such subsequent special Record Date, the Issuer shall mail to each Holder, with a copy to the Trustee, a notice that states the subsequent special Record Date, the payment date and the amount of defaulted
interest, and interest payable on such defaulted interest, if any, to be paid. The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on
which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed
practicable by the Trustee. 

  
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 SECTION 2.14. CUSIP and ISIN Numbers. 

The Issuer in issuing the Notes may use CUSIP numbers and ISINs (if then generally in use) and, if so, the Trustee shall use, as
applicable, CUSIP numbers and ISINs in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of such numbers, either as
printed on the Notes or as contained in any notice of a redemption, that reliance may be placed only on the other identification number(s) printed on the Notes. The Issuer shall advise the Trustee of any change in the CUSIP numbers and ISINs.

 SECTION 2.15. Deposit of Moneys. 
 Prior to 10:00 a.m. New York City time, on each Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale Offer Payment Date, the Issuer shall have deposited
with the Paying Agent in immediately available funds U.S. Legal Tender, sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale Offer Payment Date, as
the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale Offer Payment Date, as the case may be.
The principal and interest on Global Notes shall be payable to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Notes represented thereby. The principal and interest on Physical Notes
shall be payable, either in person or by mail, at the office of the applicable Paying Agent. 
 SECTION 2.16. Book-Entry
Provisions for Global Notes. 
 (a) Rule 144A Notes initially shall be represented by one or more Notes in registered,
global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (the “Regulation S
Global Notes”). The term “Global Notes” means, collectively, the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially
shall (i) be registered in the name of the Depositary or the nominee of such Depositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Exhibit B with respect to Restricted Global Notes and Regulation S Global Notes. 
 Members of,
or direct or indirect participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or the Trustee as its custodian, or under the
Global Notes, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any Note. 

  
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 (b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the
Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of
Section 2.17. In addition, a Global Note shall be exchangeable for Physical Notes if (i) in the case of a Global Note, the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as depository for such Global
Note and the Issuer thereupon fail to appoint a successor depository or (y) has ceased to be a clearing agency registered under the Exchange Act, (ii) pursuant to the procedures of the Depositary, the Issuer, at its option, notifies the
Trustee in writing that it elects to cause the issuance of such Physical Notes or (iii) in the case of any Global Note, there shall have occurred and be continuing an Event of Default with respect to such Global Note. In all cases, Physical
Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary in accordance with its customary procedures.

 (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial
owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of
the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall upon receipt of a written order from the Issuer authenticate and make available for delivery, one or more Physical Notes of like tenor
and amount. 
 (d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph
(b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in writing in exchange for
its beneficial interest in the Global Notes, an equal aggregate principal amount of Physical Notes of authorized denominations. 

(e) Any Physical Note constituting a Restricted Note delivered in exchange for an interest in a Global Note pursuant to paragraph (b),
(c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear the Private Placement Legend, unless the Issuer determines otherwise in compliance with applicable law. 

(f) On or prior to the 40th day after the later of the commencement of the offering of the Notes represented by the Regulation S Global
Note and the issue date of such Notes (such period through and including such 40th day, the “Restricted Period”), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of
an interest in the corresponding Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person that the transferor reasonably believes is a
Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding the
availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States or any other applicable jurisdiction. During the Restricted Period, beneficial ownership in a Regulation S Global Note
may only be sold, pledged or transferred through Euroclear System (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”). 

  
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 (g) Beneficial interests in the Restricted Global Note may be transferred to a Person who
takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer
is being made in accordance with Regulation S or Rule 144 (if available). 
 (h) Any beneficial interest in one of the Global
Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. 

(i) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 

SECTION 2.17. Special Transfer Provisions. 
 (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note
constituting a Restricted Note to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person: 
 (i) the Registrar shall register the transfer of any Note constituting a Restricted Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the first
anniversary of the date of original issuance thereof or such other date as such Note shall be freely transferable under Rule 144 as certified in an Officers’ Certificate or (y) (1) in the case of a transfer to an Institutional
Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit E hereto or (2) in the case of a transfer to a Non-U.S. Person
(including a QIB), the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit F hereto; provided that in the case of any transfer of a Note bearing the Private Placement Legend for a Note
not bearing the Private Placement Legend, the Registrar has received an Officers’ Certificate authorizing such transfer; and 
 (ii) if the proposed transferor is an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Registrar of (x) the certificate, if any, required by paragraph (i) above
and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures, whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of
outstanding Physical Notes) a decrease in the principal amount of a Global Note in an amount equal to the principal amount of the beneficial interest in a Global Note to be transferred, and (b) the Registrar shall reflect on its books and
records the date and an increase in the principal amount of a Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note transferred or the Issuer shall execute and the Trustee shall authenticate and make
available for delivery one or more Physical Notes of like tenor and amount. 

  
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 (b) Transfers to QIBs. The following provisions shall apply with respect to the
registration or any proposed registration of transfer of a Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons): 
 (i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder’s Note stating, or to a transferee who has
advised the Issuer and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule
144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 
 (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by
the Registrar of instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount
equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred. 
 (c) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the
Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) it has received the
Officers’ Certificate required by paragraph (a)(i)(y) of this Section 2.17, (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend
nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective registration statement under the Securities Act and the
Registrar has received an Officers’ Certificate from the Issuer to such effect. 
 (d) General. By its acceptance of
any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture. 

  
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 The Registrar shall retain for a period of two years copies of all letters, notices and
other written communications received pursuant to Section 2.16 or this Section 2.17. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the
giving of reasonable notice to the Registrar. 
 SECTION 2.18. Computation of Interest. 

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. 

SECTION 2.19. Calculation of Principal Amount of Notes. 
 The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination With respect to any matter requiring consent, waiver,
approval or other action of the Holders of a specified percentage of the principal amount of all the Notes (and not solely the Notes as provided for in the proviso to the first sentence of Section 9.02(a)), such percentage shall be calculated,
on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of
the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.19 shall be made by the Issuer and delivered to the
Trustee pursuant to an Officers’ Certificate. 
 ARTICLE THREE 

REDEMPTION 

SECTION 3.01. Notices to Trustee. 
 If the Issuer elects to redeem Notes pursuant to Sections 3.07(a)-(d), it shall notify the Trustee in writing of the Redemption Date, the Redemption Price and the principal amount of Notes to be redeemed.
For a redemption pursuant to Sections 3.07(a)-(c), the Issuer shall give notice of redemption to the Paying Agent and Trustee at least 31 days but not more than 60 days before the Redemption Date (unless a shorter notice shall be agreed to by the
Trustee in writing), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein. For a redemption pursuant to Section 3.07(d), the Issuer shall give written notice of such
redemption by first class mail to each holder’s registered address and to the Paying Agent and Trustee at least 30 days before the Redemption Date (which notice shall state that the redemption is conditioned upon consummation and closing of
such Major Music/Media Transaction), and provide the Trustee with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein. 
 SECTION 3.02. Selection of Notes To Be Redeemed. 
 If less than all of the
Notes are to be redeemed pursuant to Sections 3.07(a), (b) or (d) at any time, the Trustee will select Notes for redemption as follows: 
 (1) if the Notes are listed on a national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or 

  
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 (2) if the Notes are not listed on any securities exchange, on a pro
rata basis, by lot or by such method as the Trustee deems fair and appropriate. 
 No Notes of $2,000 or less shall be
redeemed in part. 
 If a partial redemption is made with the proceeds of an Equity Offering in accordance with
Section 3.07(c), the Trustee will select the applicable Notes on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). 
 SECTION 3.03. Notice of Redemption. 
 At least 30 days but not more than 60
days before a Redemption Date for a redemption pursuant to Sections 3.07(a)-(c), the Issuer shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. At the Issuer’s request, the Trustee shall
forward the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided that in such case, the Trustee has received notice from the Issuer at least 31 days, but not more than 60 days, before a Redemption Date
(unless a shorter notice shall be agreed to in writing by the Trustee). Unless the redemption is conditioned on the happening of an event in accordance with Section 3.07, Notes called for redemption become due on the date fixed for redemption.
On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption. Each notice of redemption shall identify the Notes (including the CUSIP number) to be redeemed and shall state: 

(1) the Redemption Date; 
 (2) the Redemption Price and the amount of accrued interest, if any, to be paid; 
 (3) the name and address of the Paying Agent; 
 (4) that Notes
called for redemption must be surrendered to the Paying Agent to collect the Redemption Price, plus accrued interest, if any; 
 (5) that, unless the Issuer defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date, unless the redemption is conditioned on
the happening of an event in accordance with Section 3.07, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed; 

(6) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after
the Redemption Date, and upon surrender of such Note, a new Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued; 

  
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 (7) if fewer than all the Notes are to be redeemed, the identification of
the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; 

(8) the CUSIP Number and/or ISIN number, if any, printed on the Notes being redeemed; 

(9) that no representation is made as to the correctness or accuracy of the CUSIP number and/or ISIN number, if any,
listed in such notice or printed on the Notes; and 
 (10) the Section of the Notes pursuant to which the Notes
are to be redeemed. 
 The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for
the redemption of any other Note. Notices of redemption may not be conditional. 
 If the Issuer elects to redeem Notes pursuant
to Section 3.07(d), it shall provide notice pursuant to Section 3.01. 
 SECTION 3.04. Effect of Notice of
Redemption. 
 Unless the redemption is conditioned on the happening of an event in accordance with Section 3.07, once
notice of redemption is mailed in accordance with Section 3.03 or Section 3.01, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the Redemption Price (which shall include accrued interest thereon to the Redemption Date), but installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business on the relevant Record Dates. On and after the Redemption Date interest shall cease to accrue on Notes or portions thereof called for redemption. 

SECTION 3.05. Deposit of Redemption Price. 
 With respect to the Notes, prior to 10:00 a.m., New York time, on the Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is a Paying Agent,
shall segregate and hold in trust) U.S. Legal Tender and/or U.S. Government Securities sufficient to pay the redemption price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes
called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the Redemption Date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited
with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes. 

  
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 SECTION 3.06. Notes Redeemed in Part. 

If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note. 

SECTION 3.07. Optional Redemption. 
 (a) The Notes may be redeemed, in whole or in part, at any time prior to June 15, 2013, at the option of the Issuer upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to, the
applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). 
 (b) On or after June 15, 2013, the Notes will be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the
Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest thereon, if any, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on
June 15 of the years indicated below: 
  

					
	 Year
	  	Percentage	  	
	 2013
	  	104.750%	  	
	 2014
	  	102.375%	  	
	 2015 and thereafter
	  	100.000%	  	

 (c) At any time on or prior to June 15, 2012, the Issuer may on any one or more occasions redeem up
to 35% of the aggregate principal amount of Notes issued under this Indenture upon not less than 30 nor more than 60 days’ notice, at a Redemption Price equal to 109.50% of the principal amount thereof, plus accrued and unpaid interest and
Special Interest thereon, if any, to the date of redemption subject to the rights of holders of Notes on the relevant Record Date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by the
Issuer or a contribution to the Issuer’s common equity capital made with the net case proceeds of an Equity Offering by the Issuer’s direct or indirect parent; provided that (i) at least 50% of the aggregate principal amount of
Notes originally issued under the (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption shall occur within 90 days of the date of, and may be
conditioned upon, the closing of such Equity Offering (disregarding the date of the closing of any over-allotment option with respect thereto). 

  
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 (d) The Notes may be redeemed, in whole or in part, at any time prior to June 15, 2013,
upon the consummation and closing of a Major Music/Media Transaction, on not less than 30 days’ prior written notice mailed by first-class mail to each holder’s registered address (which notice shall state that redemption is conditioned on
consummation and closing of such Major Music/Media Transaction), at a redemption price equal to 104.750% of the principal amount of the Notes redeemed plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed to the
applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). 
 SECTION 3.08. Mandatory Redemption. 
 The Issuer shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes. 
 ARTICLE FOUR 

COVENANTS 
 The
Provisions set forth in this Article Four will apply after the Effective Date. 
 SECTION 4.01. Payment of Notes.

 (a) The Issuer shall pay the principal of (and premium, if any) and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. An installment of principal of or interest on the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds on that date U.S.
Legal Tender or U.S. Government Securities designated for and sufficient to pay the installment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(b) The Issuer shall pay interest on overdue principal (including, without limitation, post petition interest in a proceeding under any
Bankruptcy Law), and overdue interest, to the extent lawful, at the same rate per annum borne by the Notes. 
 SECTION
4.02. Maintenance of Office or Agency. 
 (a) The Issuer shall maintain the offices or agencies required under
Section 2.04. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such offices or agencies. If at any time the Issuer shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.02. 

(b) The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

 (c) The Issuer hereby initially designates the Corporate Trust Office of the Trustee as one such office or agency of the
Issuer in accordance with Section 2.04. 

  
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 SECTION 4.03. Corporate Existence. 

Except as otherwise permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence in accordance with its organizational documents and the rights (charter and statutory) and material franchises of the Issuer. 
 SECTION 4.04. Payment of Taxes and Other Claims. 
 The Issuer shall, and
shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed upon it or any of its
respective Subsidiaries or upon the income, profits or property of it or any of its respective Subsidiaries and (b) all lawful claims for labor, materials and supplies which, in each case, if unpaid, might by law become a material liability or
Lien upon the property of it or any of its Restricted Subsidiaries; provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate proceedings. 
 SECTION 4.05. Maintenance of
Properties and Insurance. 
 (a) The Issuer shall cause all material properties owned by or leased by it or any of its
Restricted Subsidiaries used or useful to the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in normal condition, repair and working order and supplied with all necessary equipment and shall
cause to be made all repairs, renewals, replacements, and betterments thereof, all as in its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 4.05 shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if
such discontinuance or disposal is, in the judgment of the Board of Directors of the Issuer or any such Restricted Subsidiary desirable in the conduct of the business of the Issuer or any such Restricted Subsidiary; provided, further,
that nothing in this Section 4.05 shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture. 

(b) The Issuer shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with responsible carriers against such
risks and in such amounts, and with such deductibles, retentions, self insured amounts and co-insurance provisions, as are appropriate for a business of this type and size as determined in good faith by the Issuer, including property and casualty
loss, workers’ compensation and interruption of business insurance. 
 SECTION 4.06. Compliance Certificate; Notice of
Default. 
 (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal year commencing with
the fiscal year ending September 30, 2011, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to
determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer
during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if
such signers do know of such Default, the certificate shall describe its status with particularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end.


  
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 (b) The Issuer shall deliver to the Trustee as soon as possible, and in any event within
five days after the Issuer becomes aware of the occurrence of any Default, an Officers’ Certificate specifying the Default and describing its status with particularity and the action proposed to be taken thereto. 

(c) The Issuer’s fiscal years currently end on September 30. The Issuer will provide written notice to the Trustee of any
change in its fiscal year. 
 SECTION 4.07. Compliance with Laws. 

(a) The Issuer shall comply, and shall cause each of its Restricted Subsidiaries to comply, with all applicable statutes, rules,
regulations, orders and restrictions of the United States, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the
conduct of their respective businesses and the ownership of their respective properties, except, in any such case, to the extent the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the business, financial condition or results of operations of the Issuer and its Restricted Subsidiaries taken as a whole. 
 SECTION 4.08. Waiver of Stay, Extension or Usury Laws. 
 The Issuer
covenants (to the extent permitted by applicable law) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit
or forgive the Issuer from paying all or any portion of the principal of and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
Indenture, and (to the extent permitted by applicable law) the Issuer hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted. 
 SECTION 4.09. Change
of Control. 
 (a) If a Change of Control occurs, each Holder will have the right to require the Issuer to repurchase all or
any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change
of Control Offer, the Issuer will offer to pay an amount in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Special Interest thereon,
if any, on the Notes repurchased to the date of purchase. 

  
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 (b) Within 30 days following any Change of Control, the Issuer will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in such notice, which date shall be a Business Day
no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. Such notice shall state: 

(1) that the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes tendered and not
withdrawn will be accepted for payment; 
 (2) the purchase price (including the amount of accrued interest) and
the Change of Control Payment Date; 
 (3) that any Note not tendered will continue to accrue interest;

 (4) that, unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; 
 (5) that
Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent
at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; 
 (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, facsimile
transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the
unpurchased portion of the Notes surrendered; and 
 (8) the circumstances and relevant facts regarding such
Change of Control. 
 (c) On or before the Change of Control Payment Date, the Issuer will, to the extent lawful: 

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

 (2) deposit with the Paying Agent U.S. Legal Tender or U.S. Government Securities sufficient to pay the Change
of Control Payment in respect of all Notes or portions thereof so tendered; and 

  
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 (3) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. 
 (d) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of
$1,000 in excess thereof. 
 The Issuer will publicly announce the results of the Change of Control Offer as soon as practicable
after the Change of Control Payment Date. However, if the Change of Control Payment Date is on or after an interest Record Date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose
name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Change of Control Offer. 

(e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control,
conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. 
 (f) Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it or a third
party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the
terms of such Alternate Offer. The Alternate Offer must comply with all the other provisions applicable to the Change of Control Offer, shall remain, if commenced prior to the Change of Control, open for acceptance until the consummation of the
Change of Control and must permit Holders to withdraw any tenders of Notes made into the Alternate Offer until the final expiration or consummation thereof. 
 (g) The Issuer will comply, and will cause any third party making a Change of Control Offer or an Alternate Offer to comply, with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with a Change of Control Offer or an Alternate Offer. To the extent the provisions of any applicable securities laws or regulations
conflict with the provisions of this Indenture relating to a Change of Control Offer, the Issuer will not be deemed to have breached its obligations under this Indenture by virtue of complying with such laws or regulations. 

SECTION 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock. 

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Indebtedness (including Acquired Debt), and the Issuer will not permit any of its Restricted
Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted Subsidiary that is a Guarantor may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary that is a Guarantor may
issue Preferred Stock if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness
is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) (the “Coverage Ratio Exception”),
as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. 

  
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 (b) Section 4.10(a) will not prohibit the incurrence of any of the following
(collectively, “Permitted Debt”): 
 (1) the existence of Indebtedness under a Credit Agreement
together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal
to the face amount thereof) and other Indebtedness, up to an aggregate principal amount, together with (x) amounts outstanding under a Qualified Securitization Financing incurred pursuant to clause (17) below and (y) amounts incurred
under the Existing Secured Notes, the Notes or the Exchange Notes incurred pursuant to clause (2) below, not in excess of $1,550 million outstanding at any one time, less the amount of all mandatory principal payments (with respect to revolving
borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales; 

(2) the Existing Secured Notes (including the guarantees thereof), and the incurrence by the Issuer and the Guarantors of
Indebtedness represented by the Notes issued on the Issue Date or the Exchange Notes (including any Guarantee); 

(3) Existing Indebtedness (other than Indebtedness described in clauses (1) and (2) of this
Section 4.10(b)); 
 (4) Indebtedness (including Capitalized Lease Obligations) incurred by the Issuer or
any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person
owning such assets) in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (4), does not exceed the greater of (x) $50.0 million and
(y) 4.0% of Consolidated Tangible Assets; 
 (5) Indebtedness incurred by the Issuer or any Restricted
Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or
other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing
of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 

  
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 (6) Indebtedness arising from agreements of the Issuer or a Restricted
Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness
incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Issuer
or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and
(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving
effect to any subsequent changes in value) actually received by the Issuer and any Restricted Subsidiaries in connection with such disposition; 
 (7) Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Issuer or any Restricted Subsidiary; provided, however,
that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the
Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if the Issuer is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to
the prior payment in full in cash of all obligations of the Issuer with respect to the Notes; 
 (8) shares of
Preferred Stock of a Restricted Subsidiary issued to the Issuer or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to
be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock; 

(9) Hedging Obligations of the Issuer or any Restricted Subsidiary (excluding Hedging Obligations entered into for
speculative purposes) for the purpose of limiting (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding, (B) exchange rate risk with respect to any currency exchange or
(C) commodity price risk; 
 (10) obligations in respect of performance and surety bonds and performance and
completion guarantees provided by the Issuer or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; 

  
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 (11) Indebtedness of the Issuer or any Restricted Subsidiary or Preferred
Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock
then outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed $250.0 million (it being understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (11) shall cease to be deemed
incurred or outstanding for purposes of this clause (11) but shall be deemed incurred for the purposes of Section 4.10(a) from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness
or Preferred Stock under Section 4.10(a) without reliance on this clause (11)); 
 (12) any guarantee by the
Issuer or a Guarantor of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this
Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such
Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as
applicable; 
 (13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or Preferred Stock
that serves to refund or refinance any Indebtedness incurred as permitted by Section 4.10(a) and clauses (2), (3) and (4) above, this clause (13) and clause (14) below or any Indebtedness issued to so refund or refinance
such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing
Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to
the extent such Refinancing Indebtedness refinances Indebtedness, other than the Existing Senior Subordinated Notes, that is subordinated or pari passu to the Notes, such Refinancing Indebtedness is subordinated or pari passu to the
Notes at least to the same extent as the Indebtedness being refinanced or refunded, (C) to the extent such Refinancing Indebtedness refinances the Existing Senior Subordinated Notes, such Refinancing Indebtedness is unsecured, (D) shall
not include (x) Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Issuer or (y) Indebtedness or Preferred Stock of the Issuer or a Restricted Subsidiary that
refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (E) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness
being refunded or refinanced and (F) shall not have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or refinanced; and provided, further, that subclauses (A), (B), (C) and (F) of
this clause (13) will not apply to any refunding or refinancing of any Credit Agreement debt; 

  
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 (14) Indebtedness or Preferred Stock of (A) the Issuer or a Restricted
Subsidiary incurred to finance an acquisition or (B) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, that
after giving effect to such incurrence of Indebtedness either (x) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception or (y) the Fixed Charge Coverage Ratio would be
greater than immediately prior to such acquisition or merger; 
 (15) Indebtedness arising from the honoring by a
bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

 (16) Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer supported by a letter of credit
issued pursuant to the Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit; 
 (17) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to the Issuer or any Restricted Subsidiary of the Issuer other than a Securitization
Subsidiary (except for Standard Securitization Undertakings); 
 (18) the incurrence of (A) Non-Recourse
Acquisition Financing Indebtedness and (B) Non-Recourse Product Financing Indebtedness; 
 (19) Contribution
Indebtedness; 
 (20)(a) if the Issuer could incur $1.00 of additional Indebtedness pursuant to the Coverage
Ratio Exception after giving effect to such borrowing, Indebtedness of Foreign Subsidiaries of the Issuer not otherwise permitted hereunder or (b) if the Issuer could not incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio
Exception hereof after giving effect to such borrowing, Indebtedness of Foreign Subsidiaries of the Issuer incurred for working capital purposes, provided, however, that the aggregate principal amount of Indebtedness incurred under
this clause (20) which, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (20), does not exceed the greater of (x) $100.0 million and (y) 10% of the Consolidated
Tangible Assets of the Foreign Subsidiaries; and 
 (21) Indebtedness consisting of promissory notes issued by
the Issuer or any Guarantor to current or former officers, directors and employees or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 4.11.


  
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 (c) For purposes of determining compliance with this Section 4.10, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to Section 4.10(a), the Issuer will be permitted
to classify and later reclassify such item of Indebtedness in any manner that complies with this Section 4.10, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of interest,
the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.10. The maximum amount of Indebtedness that the Issuer and
its Restricted Subsidiaries may incur pursuant to this Section 4.10 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. 

SECTION 4.11. Restricted Payments. 
 (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (A) declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or
distribution payable in connection with any merger or consolidation (other than (x) dividends or distributions by the Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to
purchase such Equity Interests (other than Disqualified Stock) or (y) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities
issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or
series of securities); 
 (B) purchase, redeem or otherwise acquire or retire for value any Equity Interests of
the Issuer or any direct or indirect parent corporation of the Issuer, including in connection with any merger or consolidation involving the Issuer; 
 (C) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, which, for the avoidance of doubt, means market value at the time of payment on or purchase of
any such Indebtedness, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness subordinated or junior in right of payment to the Notes (or, as applicable, any Guarantees) (other than (x) Indebtedness
permitted under clauses (7) and (8) of the definition of “Permitted Debt” in Section 4.10(b) or (y) the purchase, repurchase or other acquisition of Indebtedness subordinated or junior in right of payment to the Notes,
purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition); or 

  
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 (D) make any Restricted Investment (all such payments and other actions set
forth in these clauses (A) through (D) being collectively referred to as “Restricted Payments”), 

unless, at the time of and after giving effect to such Restricted Payment: 

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted
Payment; 
 (2) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect
thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and
the Restricted Subsidiaries after the Reference Date (excluding (i) on and prior to the Effective Date, Restricted Payments permitted by clauses (3), (4), (5), (6), (8), (10), (11), (12), (13) or (17) of Section 4.11(b) of the
2009 Indenture and (ii) after the Effective Date, Restricted Payments permitted by clauses (3), (4), (5), (6), (8), (10), (11), (12), (13) or (17) of Section 4.11(b)), is less than the sum, without duplication, of 

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of
the first fiscal quarter commencing after April 1, 2009, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such
Consolidated Net Income for such period is a deficit, minus 100% of such deficit), provided that at any time that the Issuer has not made at least $90 million in aggregate Restricted Payments in all fiscal years combined pursuant to clause
(16) of Section 4.11(b) of the 2009 Indenture, the Consolidated Net Income calculation pursuant to this Section 4.11(a) shall be deemed to be $0.00, plus 

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of
Directors of the Issuer, of property and marketable securities received by the Issuer after April 1, 2009 from the issue or sale of (x) Equity Interests of the Issuer (including Retired Capital Stock (as defined below)) but excluding
(i) cash proceeds and marketable securities received from the sale of Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent corporation of the Issuer and its Subsidiaries after
April 1, 2009 to the extent such amounts have been applied to Restricted Payments made in accordance with (I) on and prior to the Effective Date, clause (4) of Section 4.11(b) of the 2009 Indenture and (II) after the Effective
Date, clause (4) of Section 4.11(b) and, to the extent actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent corporations, (ii) Designated Preferred Stock and (iii) Disqualified
Stock) or (y) debt securities of the Issuer that have been converted into such Equity Interests of the Issuer (other than Refunding Capital Stock (as defined below) or Equity Interests or convertible debt securities of the Issuer sold to a
Restricted Subsidiary or the Issuer, as the case may be, and other than Disqualified Stock or Designated Preferred Stock or debt securities that have been converted into Disqualified Stock or Designated Preferred Stock), plus 

  
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 (c) 100% of the aggregate amount of cash and the fair market value, as
determined in good faith by the Board of Directors of the Issuer, of property and marketable securities contributed to the capital of the Issuer after April 1, 2009 (other than (i) by a Restricted Subsidiary, (ii) any Excluded
Contributions, (iii) any Disqualified Stock, (iv) any Designated Preferred Stock and (v) the Cash Contribution Amount), plus 
 (d) 100% of the aggregate amount received in cash after April 1, 2009 and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property and marketable
securities received by means of (A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such
Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries or (B) the sale (other than to the Issuer or a
Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary
pursuant to (i) on and prior to the Effective Date, clause (7) or (11) of Section 4.11(b) of the 2009 Indenture or to the extent such Investment constituted a “Permitted Investment” under the 2009 Indenture and
(ii) after the Effective Date, clause (7) or (11) of Section 4.11(b) or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus 

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or
consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted
Subsidiary, as determined by the Board of Directors of the Issuer in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other
than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to (i) on and prior to the Effective Date, clause (7) or (11) of Section 4.11(b) of the
2009 Indenture or to the extent such Investment constituted a “Permitted Investment” under the 2009 Indenture and (ii) after the Effective Date, clause (7) or (11) of Section 4.11(b) or to the extent such Investment
constituted a Permitted Investment). 

  
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 (b) Notwithstanding the foregoing, the provisions set forth in Section 4.11(a) do not
prohibit: 
 (1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date
of declaration such payment would have complied with the provisions of this Indenture; 
 (2) (A) the
redemption, repurchase, retirement or other acquisition of any Equity Interests of the Issuer or any direct or indirect parent corporation (“Retired Capital Stock”) or Indebtedness subordinated to the Notes in exchange for or out of
the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Issuer) of Equity Interests of the Issuer or any direct or indirect parent corporation thereof or contributions to the equity capital of the Issuer (in
each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a
Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock; 
 (3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes made by exchange for, or out of the proceeds of the substantially concurrent sale of, new
Indebtedness of the borrower thereof, which is incurred in compliance with Section 4.10 so long as (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Indebtedness subordinated to the Notes being
so redeemed, repurchased, acquired or retired for value plus related fees and expenses and the amount of any reasonable premium required to be paid under the terms of the instrument governing the Indebtedness subordinated to the Notes being so
redeemed, repurchased, acquired or retired, (B) such new Indebtedness is either unsecured or is subordinated to such Notes and any Guarantees thereof at least to the same extent as such Indebtedness subordinated to such Notes so purchased,
exchanged, redeemed, repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness subordinated to such Notes being so
redeemed, repurchased, acquired or retired and (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness subordinated to such Notes being so
redeemed, repurchased, acquired or retired; 
 (4) a Restricted Payment to pay for the repurchase, retirement or
other acquisition or retirement for value of common Equity Interests of the Issuer or any of its direct or indirect parent corporations held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or
any of its direct or indirect parent corporations pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate amount of Restricted Payments
made under this clause (4) does not exceed in any calendar year $20.0 million (with unused amounts in any calendar year being carried over to the two succeeding calendar years; provided that unused amounts available, pursuant to the
parenthetical in the first proviso in Section 4.11(b)(4) of the 2009 Indenture, as of the Effective Date shall be carried over and available for the corresponding periods under this clause (4)); and provided, further, that such
amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any
of its direct or indirect parent corporations, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent corporations that occurs after April 1, 2009 plus
(B) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of the Issuer or any of its Subsidiaries or any of its direct or indirect parent corporations in connection with the 2009 Transactions that
are foregone in return for the receipt of Equity Interests of the Issuer or any direct or indirect parent corporation of the Issuer pursuant to a deferred compensation plan of such corporation plus (C) the cash proceeds of key man life
insurance policies received by the Issuer or its Restricted Subsidiaries after April 1, 2009 (provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and
(C) above in any calendar year) less (D) the amount of any Restricted Payments previously made pursuant to (i) on and prior to the Effective Date, clauses (A), (B) and (C) of Section 4.11(b)(4) of the 2009 Indenture and
(ii) after the Effective Date, clauses (A), (B) and (C) of this clause (4); 

  
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 (5) the declaration and payment of dividends to holders of any class or
series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued or incurred in accordance with this Section 4.11 to the extent such dividends are included in the definition of “Fixed Charges” for such entity;

 (6) the declaration and payment of dividends or distributions to holders of any class or series of Designated
Preferred Stock (other than Disqualified Stock) issued after April 1, 2009 and the declaration and payment of dividends to any direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends
to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of the Issuer issued after April 1, 2009; provided, however, that (A) for the most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or
distributions) on a pro forma basis, the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net
cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after April 1, 2009; 
 (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to (i) on and prior to the Effective Date,
Section 4.11(b)(7) of the 2009 Indenture and (ii) after the Effective Date, this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do
not consist of cash and/or marketable securities, not to exceed the greater of $50.0 million and 4.0% of Consolidated Tangible Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and
without giving effect to subsequent changes in value); 

  
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 (8) repurchases of Equity Interests deemed to occur upon exercise of stock
options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (9) Reserved; 
 (10) Restricted Payments in an aggregate amount
equal to the amount of Excluded Contributions; 
 (11) other Restricted Payments taken together with all other
Restricted Payments made pursuant to (i) on and prior to the Effective Date, Section 4.11(b)(11) of the 2009 Indenture and (ii) after the Effective Date this clause (11), in an aggregate amount not to exceed $50.0 million; 

(12) the declaration and payment of dividends to, or the making of loans to, any direct or indirect parent company of the
Issuer in amounts required for such party to pay or cause to be paid: 
 (A) franchise taxes and other fees,
taxes and expenses required to maintain its corporate existence; 
 (B) federal, state and local income taxes to
the extent such income taxes are attributable to the income of the Issuer and the Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent
attributable to the income of the Unrestricted Subsidiaries, provided, however, that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and the Restricted Subsidiaries would be
required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer and the Restricted Subsidiaries to pay such taxes as a stand-alone taxpayer; 

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent
corporation of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; 

(D) general corporate overhead expenses (including professional expenses) for all direct or indirect parent corporations
of the Issuer to the extent such expenses are solely attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and 
 (E) fees and expenses other than to Affiliates related to any unsuccessful equity or debt offering permitted by this Indenture; 

  
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 (13) cash dividends or other distributions on Holdings’, the
Issuer’s or any Restricted Subsidiary’s Capital Stock used to, or the making of loans, the proceeds of which will be used to, fund the payment of fees and expenses incurred in connection with the offering of the Notes or owed to
Affiliates, in each case to the extent permitted by Section 4.14; 
 (14) distributions or payments of
Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; 

(15) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to
Sections 4.09 and 4.13; provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been
repurchased, redeemed or acquired for value; 
 (16) other Restricted Payments taken together with all other
Restricted Payments made pursuant to (i) on and prior to the Effective Date, Section 4.11(b)(16) of the 2009 Indenture and (ii) after the Effective Date this clause (16), not to exceed $90.0 million in any fiscal year of the Issuer;
or 
 (17) the declaration and payment of dividends to, or the making of loans to, Holdings, the proceeds of
which are applied solely (A) to pay interest and principal when due on the Holdings Notes or (B) pursuant to clause (2) of Section 4.13(b); 
 provided, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (2), (5), (6), (7), (11), (14), (15) and (16) above, no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence thereof. 
 Notwithstanding anything to the
contrary in the preceding provisions of this Section 4.11, Restricted Payments to (A) repurchase, redeem or otherwise acquire or retire for value any Existing Senior Subordinated Notes or (B) pay dividends to Holdings the proceeds of
which are applied to repurchase, redeem or otherwise acquire or retire for value any Holdings Notes, may only be made pursuant to any of the preceding provisions of this Section 4.11 from the proceeds of secured Indebtedness incurred in
contemplation of any such Restricted Payment, if immediately after giving pro forma effect to such Restricted Payment pursuant to this paragraph and the incurrence of any such secured Indebtedness the net proceeds of which are used to finance such
Restricted Payment, the Senior Secured Indebtedness to EBITDA Ratio of the Issuer would not have exceeded 2.00 to 1.00. 
 (c)
The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Subsidiary, as the case may be,
pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.11 will be determined in good faith by the Board of Directors of the Issuer. The Issuer’s determination
must be based upon an opinion or appraisal issued by an Independent Financial Advisor if the fair market value exceeds $50.0 million. 

  
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 (d) As of the Effective Date, all of the Issuer’s Subsidiaries will be Restricted
Subsidiaries except WMG Kensington Ltd. and its Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted
Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be
deemed to be Restricted Payments in an amount determined as set forth in the second paragraph of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such
time under this Section 4.11 or the definition of “Permitted Investments” and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Unrestricted Subsidiaries will not be subject to any of the
restrictive covenants described in this Indenture. 
 SECTION 4.12. Liens. 

(a) The Issuer will not, and will not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien
that secures obligations under any Indebtedness of the Issuer or of a Guarantor or any related Guarantee of a Guarantor, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to
receive income therefrom. 
 (b) Notwithstanding the foregoing, Section 4.12(a) shall not apply to: 

(i) Liens on the Collateral under the Security Documents securing Indebtedness (including the Notes and the Guarantees and
any refinancings or replacements thereof) in an aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom), not
exceeding the greater of (A) $1,325.0 million and (B) the maximum aggregate principal amount of Senior Secured Indebtedness that could be incurred without exceeding a Senior Secured Indebtedness to EBITDA Ratio for the Issuer of 3.00 to
1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness and Liens had been incurred and the application of proceeds therefrom had occurred at the beginning of such
four-quarter period; 
 (ii) Liens on the Collateral under the Security Documents securing (A) interest rate
or currency swaps, caps or collars or similar Hedging Obligations entered into to hedge the Issuer’s or any Guarantor’s exposure with respect to activities not prohibited under this Indenture and (B) obligations in respect of any
overdraft and related liabilities arising from treasury, depositary and cash management services or any automated clearing house transfers of funds; 
 (iii) Liens securing Indebtedness that are junior in priority to the Liens securing the Notes and related Guarantees; 

(iv) Permitted Liens; and 

  
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 (v) Liens on assets of Foreign Subsidiaries that do not constitute
Collateral securing obligations of such Foreign Subsidiaries. 
 SECTION 4.13. Asset Sales. 

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 

(1) the Issuer (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at
least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; 

(2) in the case of Asset Sales involving consideration in excess of $50.0 million, the fair market value is determined by
the Issuer’s Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate delivered to the Trustee; and 
 (3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. 

For purposes of clause (2) above, the amount of (i) any liabilities (as shown on the Issuer’s or such Restricted
Subsidiary’s most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and from
which the Issuer and all Restricted Subsidiaries have been validly released by all applicable creditors in writing, (ii) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer
or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (iii) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in
such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that
time outstanding, not to exceed the greater of (x) $75.0 million and (y) 5.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated
Noncash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose. 

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer may apply those Net Proceeds at its option:

 (1) to permanently reduce 

(A) Bank Obligations under a Credit Agreement to the extent such Credit Agreement requires the reduction of such Bank
Obligations; 

  
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 (B) Obligations constituting First Lien Obligations (other than Hedging
Obligations and Bank Obligations under a Credit Agreement) and to correspondingly reduce commitments with respect thereto; provided that if the Issuer shall so reduce such Obligations, it will equally and ratably reduce Obligations under the
Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below)) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest
and Special Interest, if any, the pro rata principal amount of Notes; 
 (C) Obligations under the
Existing Senior Subordinated Notes if, at the time of, and after giving effect to, any repurchase, redemption, defeasance or other reduction of Obligations under the Existing Senior Subordinated Notes, the aggregate amount of Net Proceeds applied
pursuant to this clause (1)(C) since the Reference Date, when taken together with the aggregate amount of Net Proceeds applied pursuant to clause (2) below, shall not exceed $250.0 million; provided that Net Proceeds from an Asset Sale may
only be applied pursuant to this clause (1)(C) if the substantial majority of the assets sold in such Asset Sale are Recorded Music Business assets determined in good faith by the Issuer; 

(D) Obligations under the Existing Senior Subordinated Notes; provided that Net Proceeds from an Asset Sale may only be
applied pursuant to this clause (1)(D) if such Asset Sale is a Recorded Music Sale and the Change of Control Offer in connection therewith has been completed; 

(E) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or an
Affiliate of the Issuer; 
 (2) to make Restricted Payments to Holdings the proceeds of which are applied solely
to repurchase, redeem, defease or otherwise permanently reduce Obligations under the Holdings Notes (A) if, at the time of, and after giving effect to, any such Restricted Payment, the aggregate amount of Net Proceeds applied pursuant to this
clause (2) since the Reference Date, when taken together with the aggregate amount of Net Proceeds applied pursuant to clause (1)(C) above, shall not exceed $250.0 million; provided that Net Proceeds from an Asset Sale may only be applied
pursuant to this clause (2)(A) if the substantial majority of the assets sold in such Asset Sale consist of Recorded Music Business assets as determined in good faith by the Issuer and (B) in an unlimited amount if such Asset Sale is a
Recorded Music Sale and the Change of Control Offer in connection therewith has been completed; 
 (3) to make an
investment in (A) any one or more businesses (provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of
such business such that it constitutes a Restricted Subsidiary), (B) capital expenditures or (C) other assets that, in the case of each of the foregoing clauses (A), (B) and (C), are used or useful in a Permitted Business; and/or


  
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 (4) to make an investment in (A) any one or more businesses;
provided that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted
Subsidiary, (B) properties or (C) assets that, in the case of each of the foregoing clauses (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale. 

(c) When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess
Proceeds”) exceeds $50.0 million, after taking into account any reductions of Indebtedness that ranks pari passu with the Notes made pursuant to the immediately preceding paragraph, the Issuer will make an offer (an “Asset Sale
Offer”) to all Holders and holders of Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to
purchase, on a pro rata basis, after taking into account any reductions of Indebtedness that ranks pari passu with the Notes made pursuant to the immediately preceding paragraph, the maximum principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the Excess Proceeds (the “Asset Sale Offer Amount”). The offer price in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest and
Special Interest, if any, to the date of purchase (the “Asset Sale Payment”), and will be payable in cash. 

(d) Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest
the Net Proceeds in any manner that is not prohibited by this Indenture. 
 (e) If any Excess Proceeds remain after consummation
of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
 (f) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all
instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

 (1) that the Asset Sale Offer is being made pursuant to this Section 4.13; 

(2) the Asset Sale Offer Amount, the Asset Sale Payment and the date on which Notes tendered and accepted for payment
shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the “Asset Sale Payment Date”); 

(3) that any Notes not tendered or accepted for payment shall continue to accrete or accrue interest; 

  
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 (4) that, unless the Issuer defaults in making such payment, any Notes
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Asset Sale Payment Date; 
 (5) that Holders electing to have a Note purchased pursuant to the Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;

 (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to
surrender the Note, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Notes completed, or transfer such Note by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying
Agent at the address specified in the notice at least three days before the Asset Sale Payment Date; 
 (7) that
Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount of
the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
 (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000 shall be purchased); and 
 (9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer);
provided that such Notes shall be in denominations of $2,000 or integral multiples $1,000 in excess thereof. 
 (g) On the
Asset Sale Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent U.S. Legal Tender or U.S.
Government Securities sufficient to pay the Asset Sale Payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate
stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Asset Sale Offer on the Asset Sale Payment Date. 

(h) The Paying Agent shall promptly mail to each Holder so tendered the Asset Sale Payment for such Notes, and the Trustee shall promptly
authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such
new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. However, if the Asset Sale Payment Date is on or after an interest Record Date and on or before the related interest payment date, any accrued and
unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 

  
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 (i) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.13, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. 

SECTION 4.14. Transactions with Affiliates. 
 (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving
aggregate consideration in excess of $12.5 million, unless: 
 (1) the Affiliate Transaction is on terms that are
no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and 

(2) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $25.0 million, a Board Resolution approving such Affiliate Transaction set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this
Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors. 
 (b) The restrictions set forth in Section 4.14(a) do not apply to: 
 (1) transactions between or among the Issuer and/or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction; 

(2) Restricted Payments (other than pursuant to clause (7) of Section 4.11(b)) and Permitted Investments (other
than pursuant to clauses (10), (11) and (15) of the definition thereof) permitted by this Indenture; 

(3) the payment to the Sponsors and any of their Affiliates of annual management, consulting, monitoring and advisory fees
pursuant to the Management Agreement in an aggregate amount in any fiscal year not to exceed $10.0 million and related reasonable expenses; 

  
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 (4) the payment of reasonable and customary fees paid to, and indemnities
provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent corporations or any Restricted Subsidiary; 

(5) the payments by the Issuer or any Restricted Subsidiary to the Sponsors and any of their Affiliates made for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the
members of the Board of Directors of the Issuer in good faith; 
 (6) transactions in which the Issuer or any
Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view; 

(7) payments or loans (or cancellations of loans) to employees or consultants of the Issuer or any of its direct or
indirect parent corporations or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Issuer in good faith and which are otherwise permitted under this Indenture; 

(8) payments made or performance under any agreement as in effect on the Reference Date (other than the Management
Agreement and Stockholders Agreement, but including, without limitation, each of the other agreements entered into in connection with the 2009 Transactions) or any amendment thereto (so long as any such amendment is not less advantageous to the
Holders in any material respect than the original agreement as in effect on the Reference Date); 
 (9) the
existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, the Stockholders Agreement (including any registration rights agreement or purchase agreements related thereto to which it is
a party as of the Reference Date and any similar agreement that it may enter into thereafter); provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under,
any future amendment to the Stockholders Agreement or under any similar agreement entered into after the Reference Date shall only be permitted by this clause (9) to the extent that the terms of any such existing agreement, together with all
amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to Holders in any material respect than the original agreement as in effect on the Reference Date; 

(10) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Issuer or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Issuer or the senior
management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

  
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 (11) the 2009 Transactions and the payment of all fees and expenses related
to the 2009 Transactions and the prepayment of $10.0 million in management fees for the fiscal year ended November 30, 2004; 
 (12) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of Holdings to any Permitted Holder or to any director, officer, employee or consultant of the
Issuer or Holdings or their Subsidiaries or of the Issuer to Holdings or to any Permitted Holder or to any director, officer, employee or consultant of the Issuer or Holdings or their Subsidiaries; and 

(13) any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing.

 SECTION 4.15. Dividend and Other Payment Restrictions Affecting Subsidiaries. 

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or
become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: 

(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted
Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

 (b) However, the preceding restrictions in Section 4.15(a) will not apply to encumbrances or restrictions existing under
or by reason of: 
 (1) contractual encumbrances or restrictions in effect (x) pursuant to the Credit
Agreement or related documents or (y) on the Reference Date, including, without limitation, pursuant to Existing Indebtedness and its related documentation; 

(2) this Indenture and the Notes; 
 (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.15(a) on the property so
acquired; 
 (4) applicable law or any applicable rule, regulation or order; 

(5) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the
time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so
acquired; 

  
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 (6) contracts for the sale of assets, including, without limitation,
customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 

(7) secured Indebtedness otherwise permitted to be incurred pursuant to (i) on and prior to the Effective Date,
Sections 4.10 and 4.12 of the 2009 Indenture and (ii) after the Effective Date, Sections 4.10 and 4.12, in each case that limits the right of the debtor to dispose of the assets securing such Indebtedness; 

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business; 
 (9) other Indebtedness or Preferred Stock (i) of the Issuer or any Restricted
Subsidiary that is a Guarantor that is incurred subsequent to the Reference Date pursuant to (i) on and prior to the Effective Date, Section 4.10 of the 2009 Indenture and (ii) after the Effective Date, Section 4.10 or
(ii) that is incurred by a Foreign Subsidiary of the Issuer subsequent to the Reference Date pursuant to (i) on and prior to the Effective Date, clause (1), (4), (11) or (20) of Sections 4.10(b) of the 2009 Indenture and
(ii) after the Effective Date, clause (1), (4), (11) or (20) of Section 4.10(b); 
 (10)
customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; 
 (11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements; 
 (12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.15(a) imposed by any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.15(b), provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained
in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; 

(13) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization
Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; or 

(14) any encumbrance or restriction in connection with Non-Recourse Product Financing Indebtedness or Non-Recourse
Acquisition Financing Indebtedness. 

  
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 SECTION 4.16. Additional Subsidiary Guarantees. 

(a) The Issuer will cause each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary (unless such Subsidiary is a
Securitization Subsidiary) that guarantees any Indebtedness of the Issuer or any of its Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the Notes,
substantially in the form of Exhibit H hereto. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted
Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
 (b) Each Guarantee shall be released in accordance with Article Eleven. 
 SECTION
4.17. Reports to Holders. 
 (a) Whether or not required by the Commission, so long as any Notes are outstanding, the
Issuer will furnish to the Holders, within the time periods specified in the Commission’s rules and regulations: 
 (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent
accountants; and 
 (2) all current reports that would be required to be filed with the Commission on Form 8-K if
the Issuer were required to file such reports, provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing or posting has occurred. 

(b) In addition, whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to
in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information
available to securities analysts and prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon
their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (c) In
addition, if at any time any parent company of the Issuer becomes a Guarantor (there being no obligation of any parent company of the Issuer to do so) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission
(or any successor provision), the reports, information and other documents required to be filed and furnished to Holders pursuant to this Section 4.17 may, at the option of the Issuer, be filed by and be those of such parent company rather than
the Issuer. 

  
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 SECTION 4.18. Limitation on Subordinated Debt. 

The Issuer will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Guarantees on substantially identical or more
favorable terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer solely by virtue of being unsecured or by virtue of being secured on a junior
priority basis. 
 SECTION 4.19. Business Activities. 

The Issuer will not, and will not permit any Restricted Subsidiary (other than a Securitization Subsidiary) to, engage in any business
other than Permitted Businesses, except to such extent as would not be material to the Issuer and its Subsidiaries taken as a whole. 
 SECTION 4.20. Payments for Consent. 
 The Issuer will not, and will not
permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 

SECTION 4.21. Restrictions on Music Publishing Sale. 
 The Issuer may not consummate a Music Publishing Sale unless: 
 (1)
the Person to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory
thereof (such Person being herein called the “Successor MP Company”); 
 (2) the Successor MP Company
has assumed all the obligations of the Issuer under the Notes, this Indenture, the Security Documents and Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; 

(3) immediately after such transaction no Default or Event of Default exists; 

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same
had occurred at the beginning of the applicable four-quarter period, either 
 (a) the Successor MP Company would
be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or 

  
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 (b) the Fixed Charge Coverage Ratio for the Successor MP Company and its
Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; and 
 (5) each Guarantor, unless it is not part of the Music Publishing Sale, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture
and the Notes. 
 The Issuer will deliver to the Trustee prior to the consummation of a Music Publishing Sale an Officers’
Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, which opinion may contain customary exceptions and qualifications, that the Music Publishing Sale and the supplemental indenture, if any, comply with
this Indenture. 
 This Section 4.21 will not apply to a sale, assignment, transfer, conveyance or other disposition of
assets between or among the Issuer and its Restricted Subsidiaries. 
 ARTICLE FIVE 

SUCCESSOR CORPORATION 
 SECTION 5.01. Merger, Consolidation, or Sale of Assets. 
 (a) The Issuer
may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: 
 (1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment,
transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (the Issuer or such Person, as the
case may be, being herein called the “Successor Company”); 
 (2) the Successor Company (if
other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the Notes, this Indenture, the Security Documents and the Registration
Rights Agreement; 
 (3) immediately after such transaction no Default or Event of Default exists; 

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the
same had occurred at the beginning of the applicable four-quarter period, either 
 (a) the Successor Company or
the Person to which such sale, assignment, transfer, conveyance or other disposition has been made would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or 

  
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 (b) the Fixed Charge Coverage Ratio for the Successor Company and its
Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; and 
 (5) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under
this Indenture and the Notes; 
 provided, that for the purposes of this Section 5.01 only, neither a Music
Publishing Sale nor Recorded Music Sale will be deemed to be a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole. For the avoidance
of doubt, (1) the Issuer may therefore consummate a Music Publishing Sale in accordance with Section 4.21 notwithstanding anything to the contrary in this Section 5.01, (2) the Issuer may therefore consummate a Recorded Music
Sale in accordance with Section 4.13 without complying with this Section 5.01 (other than the preceding proviso) notwithstanding anything to the contrary in this Section 5.01 and (3) the determination in the preceding proviso
shall not affect the determination of what constitutes all or substantially all the assets of the Issuer under any other contract to which the Issuer is a party. 
 This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries. The foregoing clauses
(3) and (4) shall not apply to the Merger. Notwithstanding the foregoing clauses (3) and (4), (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or to
another Restricted Subsidiary and (ii) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another state of the United States so long as the amount of Indebtedness of the Issuer and its
Restricted Subsidiaries is not increased thereby. The foregoing sentence shall not apply to the Merger. 
 In the event of any
transaction described in and complying with the conditions listed in the preceding paragraph in which the Issuer is not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise
every right and power of, the Issuer and the Issuer will be discharged from all obligations and covenants under this Indenture and the Notes. 
 (b) The Issuer will deliver to the Trustee prior to the consummation of each proposed transaction an Officers’ Certificate certifying that the conditions set forth above are satisfied and an Opinion
of Counsel, which opinion may contain customary exceptions and qualifications, that the proposed transaction and the supplemental indenture, if any, comply with this Indenture. 

  
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 ARTICLE SIX 
 DEFAULT AND REMEDIES 
 SECTION 6.01. Events of Default. 

Each of the following is an “Event of Default”: 

(1) the Issuer defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or
premium, if any, on the Notes; 
 (2) the Issuer defaults in the payment when due of interest or Special
Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days; 
 (3) the
Issuer defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, this Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in
clauses (1) or (2) above) and such default or breach continues for a period of 60 days after the notice specified below; 
 (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary
or the payment of which is guaranteed by the Issuer or any Restricted Subsidiary (other than Indebtedness owed to the Issuer or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if
(A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay
principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate
$25.0 million (or its foreign currency equivalent) or more at any one time outstanding; 
 (5) the Issuer or any
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
 (A) commences a voluntary
case, 
 (B) consents to the entry of an order for relief against it in an involuntary case, 

(C) consents to the appointment of a Custodian of it or for all or substantially all of its property, 

(D) makes a general assignment for the benefit of its creditors, 

  
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 (E) takes any comparable action under any foreign laws relating to
insolvency, 
 (F) generally is not able to pay its debts as they become due, or 

(G) takes any corporate action to authorize or effect any of the foregoing; 

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(A) is for relief against the Issuer or any Significant Subsidiary in an involuntary case, 

(B) appoints a Custodian of the Issuer or any Significant Subsidiary or for all or substantially all of the property of
the Issuer or any Significant Subsidiary, or 
 (C) orders the liquidation of the Issuer or any Significant
Subsidiary, and the order or decree remains unstayed and in effect for 60 days; 
 (7) the failure by the Issuer
or any Significant Subsidiary to pay final judgments (other than any judgments covered by insurance policies issued by reputable and creditworthy insurance companies) aggregating in excess of $25.0 million, which final judgments remain unpaid,
undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and, with respect to any judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which
is not promptly stayed; 
 (8) the Guarantee of a Significant Subsidiary ceases to be in full force and effect
(except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee and such Default continues for 10 days; or 

(9) with respect to Collateral having a fair market value in excess of $25.0 million, individually, (A) the security
interest under the Security Documents, at any time, ceases to be in full force and effect for any reason other than in accordance with the terms of this Indenture and the Security Documents (other than to the extent that any such failure to be in
full force and effect results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation
statements and except, as to Collateral consisting of real property, to the extent that such failure is covered by a lender’s title insurance policy and the Collateral Agent is reasonably satisfied with the credit of such insurer), (B) any
security interest created thereunder or under this Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (C) the Issuer or any Guarantor asserts, in any pleading or in any court of competent jurisdiction, that
any such security interest is invalid or unenforceable. 

  
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 SECTION 6.02. Acceleration. 

If an Event of Default specified in Sections 6.01(5) and (6) above occurs with respect to the Issuer and is continuing, then all
unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of each Trustee or any
Holder. 
 If any other Event of Default shall occur and be continuing, the Trustee or the Holders of at least 25% in principal
amount of outstanding Notes under this Indenture may declare the principal of and accrued interest on such Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a
“notice of acceleration” (the “Acceleration Notice”), and the same: 
 (1) shall
become immediately due and payable; or 
 (2) shall become immediately due and payable upon the first to occur of
an acceleration under any Credit Agreement and five Business Days after receipt by the Issuer of such Acceleration Notice but only if such Event of Default is then continuing. 
 At any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the Holders of a majority in principal amount of the Notes may rescind and cancel
such declaration and its consequences: 
 (1) if the rescission would not conflict with any judgment or decree;

 (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration; 
 (3) to the extent the payment of such interest is
lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; 

(4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances; and 
 (5) in the event of the cure or waiver of an Event of Default of the type
described in Sections 6.01(5) and (6), if the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. 

No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

  
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 SECTION 6.03. Other Remedies. 

(a) If a Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon a Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Default. No remedy is exclusive of any other remedy.
All available remedies are cumulative to the extent permitted by law. 
 (c) In the event of any Event of Default specified in
clause (4) of Section 6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders,
if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the
holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no
event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. 
 (d) Holders may not enforce this Indenture or the Notes except as provided in this Indenture and under the TIA, if provisions from the TIA are incorporated into this Indenture. Subject to the provisions
of this Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to
the Trustee reasonable indemnity. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. 
 SECTION 6.04. Waiver of Defaults. 
 Provided the Notes are not then due and
payable by reason of a declaration of acceleration, the Holders of a majority in aggregate principal amount of Notes at the time outstanding may on behalf of the Holders of all the Notes waive any Default with respect to such Notes and its
consequences by providing written notice thereof to the Issuer and the Trustee, except a Default (1) in the payment of interest on or the principal of any Note or (2) in respect of a covenant or provision hereof which under this Indenture
cannot be modified or amended without the consent of the Holder of each outstanding Note affected. In the case of any such waiver, the Issuer, the Trustee and the Holders will be restored to their former positions and rights under this Indenture,
respectively; provided that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. provided, however, that if any amendment, waiver or other modification will only affect the
Securities, only the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (and not the consent of at least a majority of all Notes), as the case may be, shall be required. 

  
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 SECTION 6.05. Control by Majority. 

The Holders of not less than a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another Noteholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. 
 In the event the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such direction. 
 SECTION 6.06. Limitation on Suits. 
 A Holder may not pursue any remedy
with respect to this Indenture or the Notes unless: 
 (1) the Holder gives to the Trustee written notice of a
continuing Event of Default; 
 (2) the Holder or Holders of at least 25% in principal amount of the outstanding
Notes make a written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer and provide
to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; 
 (4)
the Trustee does not comply with the request within 45 days after receipt of the request and the offer and the provision of indemnity; and 
 (5) during such 45-day period the Holder or Holders of a majority in principal amount of the outstanding Notes do not give the Trustee a direction which, in the opinion of the Trustee, is inconsistent
with the request. 
 A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or
priority over such other Holder. 
 SECTION 6.07. Rights of Holders To Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on a Note,
on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder. 

  
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 SECTION 6.08. Collection Suit by Trustee. 

If a Default in payment of principal or interest specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount of principal and accrued interest and fees remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate per annum borne by the Notes and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

SECTION 6.09. Trustee May File Proofs of Claim. 
 The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relating to the Issuer, its creditors or its property and shall be entitled and empowered to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceedings is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the
rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. The Trustee shall be entitled to participate as a member of any officer committee of creditors in the matters as it deems
necessary or advisable. 
 SECTION 6.10. Priorities. 

Subject to the provisions of Article Ten, if the Trustee collects any money or property pursuant to this Article Six, it shall pay out
the money or property in the following order: 
 FIRST: to the Trustee for amounts due under Section 7.07;

 SECOND: to Holders for interest accrued on the Notes, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for interest; 
 THIRD: to Holders for principal amounts
due and unpaid on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal; and 
 FOURTH: to the Issuer or, if applicable, the Guarantors, as their respective interests may appear. 

  
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 The Trustee, upon prior notice to the Issuer, may fix a Record Date and payment date for any
payment to Holders pursuant to this Section 6.10. 
 SECTION 6.11. Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in principal amount of the outstanding Notes. 
 ARTICLE SEVEN 
 TRUSTEE 

SECTION 7.01. Duties of Trustee. 
 (a) If a Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (b) Except during the
continuance of a Default: 
 (1) The Trustee need perform only those duties as are specifically set forth herein
or in the TIA and no duties, covenants, responsibilities or obligations shall be implied in this Indenture against the Trustee. 
 (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (including
Officers’ Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 

(c) Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that: 
 (1) This paragraph does not limit the
effect of paragraph (b) of this Section 7.01. 

  
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 (2) The Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 

(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is
not assured to it. 
 (e) Whether or not therein expressly so provided, every provision of this Indenture that in any way
relates to the Trustee is subject to this Section 7.01. 
 (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(g) In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be responsible for
the application of any money by any Paying Agent other than the Trustee. 
 SECTION 7.02. Rights of Trustee. 

Subject to Section 7.01: 
 (a) The Trustee may rely conclusively on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in
the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and an
Opinion of Counsel, which shall conform to the provisions of Section 12.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent
(other than an agent who is an employee of the Trustee) appointed with due care. 
 (d) The Trustee shall not be liable for any
action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. 

(e) The Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full
and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 

  
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 (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities which may be incurred therein or thereby. 
 (g) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture,
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall
be entitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer. 

(h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

 (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

 (j) The Trustee shall not be deemed to have notice of any Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. 

(l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage regardless of the form of action. 
 (m) The Trustee may request that the Issuer and any Guarantor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers (with specimen signatures) authorized
at such times to take specific actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person specified as so authorized in any such certificate previously delivered and not superseded. 

  
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 SECTION 7.03. Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its
Subsidiaries or their respective Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 

SECTION 7.04. Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds
from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or any document issued in connection with the sale of Notes or any statement in the Notes other than the Trustee’s certificate of authentication.
The Trustee makes no representations with respect to the effectiveness or adequacy of this Indenture. 
 SECTION 7.05. Notice
of Default. 
 If a Default occurs and is continuing and the Trustee receives actual notice of such Default, the Trustee
shall mail to each Holder notice of the uncured Default within 60 days after such Default occurs. Except in the case of a Default in payment of principal of, or interest on, any Note, including an accelerated payment and the failure to make payment
on the Change of Control Payment Date pursuant to a Change of Control Offer or the Asset Sale Offer Payment Date pursuant to an Asset Sale Offer, the Trustee may withhold the notice if and so long as the Board of Directors, the executive committee,
or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. 
 SECTION 7.06. Reports by Trustee to Holders. 
 Within 60 days after each
June 1, beginning with June 1, 2012, the Trustee shall, to the extent that any of the events described in TIA § 313(a) occurred within the previous twelve months, but not otherwise, mail to each Holder a brief report dated as of such
date that complies with TIA § 313(a). The Trustee also shall comply with TIA §§ 313(b), 313(c) and 313(d). 
 A
copy of each report at the time of its mailing to Holders shall be mailed to the Issuer and filed with the Commission and each securities exchange, if any, on which the Notes are listed. 

The Issuer shall notify the Trustee if the Notes become listed on any securities exchange or of any delisting thereof and the Trustee
shall comply with TIA § 313(d). 
 SECTION 7.07. Compensation and Indemnity. 

The Issuer shall pay to the Trustee from time to time such compensation as the Issuer and the Trustee shall from time to time agree in
writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and
advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad
faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. 

  
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 The Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents,
employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense
incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the costs and expenses of
enforcing this Indenture or a Guarantee against the Issuer or a Guarantor (including this Section 7.07) and the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the
exercise or performance of any of the Trustee’s rights, powers or duties hereunder (whether asserted by the Issuer, any Guarantor, any Holder or any other Person). The Trustee shall notify the Issuer promptly of any claim asserted against the
Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. The Issuer may, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), defend the claim and the
Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel;
provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no
conflict of interest between the Issuer and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuer need not pay for any
settlement made without its written consent. The Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. 

Notwithstanding Section 4.12 hereof, to secure the Issuer’s and the Guarantors’ payment obligations in this
Section 7.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee. 
 When the Trustee incurs expenses or renders services after a Default specified in Section 6.01(5) or (6) occurs, such expenses and the compensation for such services shall be paid to the extent
allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law. 

Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction
and discharge of this Indenture or the appointment of a successor Trustee. 

  
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 SECTION 7.08. Replacement of Trustee. 

The Trustee may resign at any time by so notifying the Issuer in writing. The Holders of a majority in principal amount of the
outstanding Notes may remove the Trustee by so notifying the Issuer and the Trustee and may appoint a successor Trustee. The Issuer may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10; 
 (2) the
Trustee is adjudged a bankrupt or an insolvent; 
 (3) a receiver or other public officer takes charge of the
Trustee or its property; or 
 (4) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall notify each Holder
of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Issuer. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Issuer. Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien
provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder. 
 If a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of
the Issuer. 
 If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor Trustee by Merger, Etc. 
 If the Trustee
consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving
or transferee corporation is otherwise eligible hereunder, be the successor Trustee; provided that such corporation shall be otherwise qualified and eligible under this Article Seven. 

  
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 SECTION 7.10. Eligibility; Disqualification. 

This Indenture shall always have a Trustee who satisfies the requirement of TIA §§ 310(a)(1), 310(a)(2) and 310(a)(5). The
Trustee shall have a combined capital and surplus of at least $150,000,000 as set forth in its most recent published annual report of condition. In addition, if the Trustee is a corporation included in a bank holding company system, the Trustee,
independently of the bank holding company, shall meet the capital requirements of TIA § 310(a)(2). The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA §
310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer are outstanding, if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.
The provisions of TIA § 310 shall apply to the Issuer and any other obligor of the Notes. 
 SECTION 7.11. Preferential
Collection of Claims Against the Issuer. 
 The Trustee, in its capacity as Trustee hereunder, shall comply with TIA §
311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 

ARTICLE EIGHT 

DISCHARGE OF INDENTURE; DEFEASANCE 
 SECTION 8.01. Termination of the Issuer’s Obligations. 
 The Issuer
may terminate its obligations under the Notes and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if all Notes previously authenticated and delivered (other than destroyed, lost or stolen
Notes which have been replaced or paid or Notes for whose payment U.S. Legal Tender or U.S. Government Securities, or a combination thereof, in such amount as is, in the opinion of a nationally recognized firm of independent public accountants,
sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Notes to maturity or redemption, has theretofore been deposited with the Trustee or the Paying Agent in trust or
segregated and held in trust by the Issuer and thereafter repaid to the Issuer, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by it hereunder, or if: 

(a) either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee and mailed a notice of redemption to
each Holder of the redemption of all of the Notes in accordance with the provisions hereof or (ii) all Notes have otherwise become or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one
(1) year hereunder; 
 (b) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee or a
trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender or U.S.
Government Securities, or a combination thereof, in such amount as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without consideration of reinvestment of such interest, to pay principal of, premium,
if any, and interest on the outstanding Notes to maturity or redemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or U.S. Government Securities, or a combination thereof, to the payment
of said principal, premium, if any, and interest with respect to the Notes; 

  
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 (c) in respect of Section 8.01(b), no Default with respect to this Indenture or the
Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or
violation of, or constitute a default under, the Credit Agreement or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which it is bound; 

(d) the Issuer shall have paid all other sums payable by it hereunder; and 

(e) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent providing for or relating to the termination of the Issuer’s obligations under the Notes and this Indenture have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not
result in a default under the Credit Agreement or any other material agreement or instrument then known to such counsel that binds or affects the Issuer. 
 Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes
are no longer outstanding pursuant to the last paragraph of Section 2.09. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive. 

After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s
obligations under the Notes and this Indenture except for those surviving obligations specified above. 
 Upon a satisfaction
and discharge in accordance with the provisions of the Security Documents, the Collateral Agent will cease to be party to the Security Documents on behalf of the holders of the Notes and the Collateral will no longer secure the Notes. 

SECTION 8.02. Legal Defeasance and Covenant Defeasance. 
 (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes upon compliance with the conditions set forth in
Section 8.03. 
 (b) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this
paragraph (b), the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture (with respect to such Notes) referred to in (i) and (ii) below, and to have
satisfied all its other obligations under such Notes and this Indenture (with respect to such Notes) and the Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee,
on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 

(i) the rights of Holders of outstanding Notes issued hereunder to receive payments in respect of the principal of, or
interest or premium and Special Interest, if any, on such Notes when such payments are due from the trust referred to below; 

  
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 (ii) the Issuer’s obligations with respect to the Notes issued
thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

(iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection
therewith; and 
 (iv) this Article Eight. 

Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the
prior exercise of its option under Section 8.02(c) hereof. 
 (c) Upon the Issuer’s exercise under paragraph
(a) hereof of the option applicable to this paragraph (c), the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03 hereof, be released from their obligations under the covenants
contained in Sections 4.03 (with respect to Restricted Subsidiaries only), 4.04, 4.05, 4.06, 4.07 and 4.09 through 4.20 and clauses (3) and (4) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or
act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall
not constitute an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph
(a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03 hereof, clauses (3), (4), (5), (6) and (7) of Section 6.01 hereof shall not constitute Events
of Default. 

  
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 SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance. 

The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes: In
order to exercise either Legal Defeasance or Covenant Defeasance: 
 (1) the Issuer must irrevocably deposit with
the Trustee, in trust, for the benefit of the holders of the applicable Notes issued thereunder, cash in U.S. Legal Tender, non-callable U.S. Government Securities, or a combination of cash in U.S. Legal Tender and non-callable U.S. Government
Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on the outstanding Notes issued thereunder
on the stated maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; 

(2) in the case of an election under Section 8.02(b) hereof, the Issuer has delivered to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(3) in the case of an election under Section 8.02(c) hereof, the Issuer has delivered to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)
or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; 

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default
under any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; 

  
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 (6) the Issuer must deliver to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and 

(7) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Upon a Legal
Defeasance or Covenant Defeasance in accordance with the provisions of the Security Documents, the Collateral Agent will cease to be party to the Security Documents on behalf of the holders of the Notes and the Collateral will no longer secure the
Notes. 
 SECTION 8.04. Application of Trust Money. 

The Trustee or Paying Agent shall hold in trust U.S. Legal Tender and U.S. Government Securities, deposited with it pursuant to this
Article Eight, and shall apply the deposited U.S. Legal Tender and the money from U.S. Government Securities in accordance with this Indenture to the payment of principal of and interest on the Notes. The Trustee shall be under no obligation to
invest said U.S. Legal Tender and U.S. Government Securities except as it may agree with the Issuer. 
 The Issuer shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Legal Tender and U.S. Government Securities, deposited pursuant to Section 8.03 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
 Anything in
this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s request any U.S. Legal Tender and U.S. Government Securities, held by it as provided in Section 8.03
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect
an equivalent Legal Defeasance or Covenant Defeasance. 
 SECTION 8.05. Repayment to the Issuer. 

Subject to this Article Eight, the Trustee and the Paying Agent shall promptly pay to the Issuer upon request any excess U.S. Legal
Tender and U.S. Government Securities, held by them at any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the
payment of principal or interest that remains unclaimed for two years; provided that the Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Issuer cause to be published once in a newspaper of
general circulation in the City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed and that after a date specified therein which shall be at least 30 days from the date of such publication or mailing
any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the Issuer, Holders entitled to such money must look to the Issuer for payment as general creditors unless an applicable law designates another Person.


  
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 SECTION 8.06. Reinstatement. 

If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender and U.S. Government Securities in accordance with this Article
Eight by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender and U.S. Government Securities in accordance with this
Article Eight; provided that if the Issuer has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive
such payment from the U.S. Legal Tender or U.S. Government Securities held by the Trustee or Paying Agent. 
 ARTICLE NINE

 AMENDMENTS, SUPPLEMENTS AND WAIVERS 
 SECTION 9.01. Without Consent of Holders. 
 Subject to Section 9.03,
the Issuer and the Trustee (and in the case of a Security Document, the Collateral Agent), together, may amend or supplement this Indenture, the Notes, the Guarantees, or any of the Security Documents without notice to or consent of any Holder:

 (1) to cure any ambiguity, defect or inconsistency; 

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3) to provide for the assumption of the Issuer’s obligations to Holders in the case of (a) a merger or
consolidation or sale of all or substantially all of the Issuer’s assets or (b) a Music Publishing Sale in accordance with the Section 4.21. 
 (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any Holder; 

(5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under
the TIA, if provisions from the TIA are incorporated into this Indenture; 
 (6) to conform the text of this
Indenture, the Guarantees, the Security Documents, the Registration Rights Agreement or the Notes to any provision of the Description of Secured WMG Notes section of the Offering Circular to the extent that such provision in such the Description of
Notes was intended (as evidenced by an Officers’ Certificate) to be a verbatim recitation of a provision of this Indenture, the Guarantees, the Security Documents, the Registration Rights Agreement or the Notes; 

  
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 (7) to enter into additional or supplemental Security Documents; 

(8) to release Collateral in accordance with the terms of this Indenture and the Security Documents or the TIA, if
provisions from the TIA are incorporated into this Indenture; 
 (9) to mortgage, pledge, hypothecate or grant
any additional Lien in favor of the Collateral Agent for the benefit of the holders of the Notes, as additional security for the payment and performance of all Obligations with respect to the Notes; 

(10) to add a Guarantee of the Notes, including, without limitation, by any parent company of the Issuer; 

(11) to add parties to Permitted Additional Pari Passu Obligations to any Security Documents; 

(12) to provide for the issuance of Additional Notes of the same series in accordance with the limitations set forth in
this Indenture as of the Issue Date; 
 (13) to make any amendment to the provisions of this Indenture relating
to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance, administration and book-entry transfer of the Notes; provided, however, that (i) compliance with this Indenture as
so amended would not result in the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to transfer the Notes;

 (14) to evidence and provide for the acceptance of appointment of a successor trustee so long as the successor
trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; or 
 (15) to
evidence and provide for the acceptance by appointment of a successor Collateral Agent so long as (i) such successor Collateral Agent is reasonably acceptable to the Trustee and (ii) is otherwise qualified and eligible to serve as
Collateral Agent under the terms provided in the Security Agreement. 
 provided that the Issuer has delivered to the
Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01. 
 SECTION 9.02. With Consent of Holders. 
 (a) Subject to Sections 6.07 and
9.03, the Issuer and the Trustee (and in the case of a Security Document, the Collateral Agent), together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes, may amend or
supplement this Indenture, the Notes the Guarantees or any of the Security Documents without notice to any other Holders. Subject to Sections 6.07 and 9.03, the Holder or Holders of a majority in aggregate principal amount of then outstanding Notes
may waive compliance with any provision of this Indenture, the Notes, the Guarantees or any of the Security Documents without notice to any other Holders. 

  
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 (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, an
amendment, supplement or waiver of this Indenture, may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions of Sections 4.09, 4.13 and 3.07);

 (3) reduce the rate of or change the time for payment of interest on any Note; 

(4) waive a Default or Event of Default in the payment of principal, or interest or premium, or Special Interest, if any,
on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); 

(5) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to
receive payments of principal of, or interest or premium or Special Interest, if any, on the Notes; 
 (6) waive
a redemption payment with respect to any Note (other than a payment required by one of the provisions of Section 4.09, Section 4.13 and Section 3.07); 

(7) modify the Guarantees in any manner adverse to the Holders; or 

(8) make any change in the preceding amendment and waiver provisions. 

(c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment,
supplement or waiver but it shall be sufficient if such consent approves the substance thereof. 
 (d) After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. 
 (e) In
addition, without the consent of at least 66 2/3% in aggregate principal amount of Notes then outstanding, an amendment, supplement or wavier may not have the effect of releasing all or substantially all of the Collateral from the Liens securing the
Notes, other than in connection with sales of the Collateral permitted hereunder, including a Recorded Music Sale or, in the case of a Music Publishing Sale, where the terms of Section 4.21 are being complied with. 

  
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 SECTION 9.03. Reserved. 

SECTION 9.04. Compliance with TIA. 
 From the date on which this Indenture is qualified under the TIA, if it is so qualified, every amendment, waiver or supplement of this Indenture, the Notes or the Subsidiary Guarantees shall comply with
the TIA as then in effect. 
 SECTION 9.05. Revocation and Effect of Consents. 

(a) Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and
every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent
as to his Note or portion of his Note by notice to the Trustee or the Issuer received before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented
(and not theretofore revoked such consent) to the amendment, supplement or waiver. 
 (b) The Issuer may, but shall not be
obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver which record date shall be at least 30 days prior to the first solicitation of such consent. If a record date is
fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. The Issuer shall inform the Trustee in writing of the fixed record
date if applicable. 
 (c) After an amendment, supplement or waiver becomes effective, it shall bind every Noteholder, unless it
makes a change described in any of clauses (1) through (8) of Section 9.02(b), in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of and interest on a Note, on or after the
respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder. 
 SECTION 9.06. Notation on or Exchange of Notes. 
 If an amendment,
supplement or waiver changes the terms of a Note, the Issuer may require the Holder of the Note to deliver it to the Trustee. The Issuer shall provide the Trustee with an appropriate notation on the Note about the changed terms and cause the Trustee
to return it to the Holder at the Issuer’s expense. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.
Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 

  
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 SECTION 9.07. Trustee To Sign Amendments, Etc. 

The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee
may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and constitutes the
legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel shall be at the expense of the Issuer. 
 ARTICLE TEN 
 COLLATERAL AND SECURITY 

SECTION 10.01. Security Documents. 
 The due and punctual payment of the principal of, premium on, if any, interest and Special Interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment
date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Special Interest, if any (to the extent permitted by law), on the Notes and performance of all other
obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in
the Security Documents which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture and which is attached as Exhibit H hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the
terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and
appoints the Trustee as the Collateral Agent and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer and the Guarantors will deliver
to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the
Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same
available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take, upon request of the Trustee, any and all
actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in
favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens. 

  
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 SECTION 10.02. Reserved. 

SECTION 10.03. Release of Collateral. 
 (a) Subject to subsections (b), (c) and (d) of this Section 10.03 and Section 9.02, Collateral may be released from the Lien and security interest created by the Security Documents at
any time or from time to time in accordance with the provisions of Security Documents or as provided hereby. In addition, upon the request of the Issuer pursuant to an Officers’ Certificate and an Opinion of Counsel certifying that all
conditions precedent hereunder have been met and stating whether or not such release is in connection with an Asset Sale and (at the sole cost and expense of the Issuer) the Collateral Agent will release Collateral that is sold, conveyed or disposed
of in compliance with the provisions of this Indenture; provided that if such sale, conveyance or disposition constitutes an Asset Sale, the Issuer will apply the Net Proceeds in accordance with Section 4.10 hereof. Upon receipt of such
Officers’ Certificate and Opinion of Counsel the Collateral Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be
released pursuant to this Indenture or the Security Documents. 
 (b) No Collateral may be released from the Lien and security
interest created by the Security Documents pursuant to the provisions of the Security Documents unless the certificate required by this Section 10.03 has been delivered to the Collateral Agent. 

(c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated
(whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of the Security Documents will be effective as against the Holders of Notes.

 (d) In the following circumstances, as applicable and as established by Officers’ Certificate and Opinion of Counsel,
either (i) the Collateral Agent will cease to be a party to the Security Documents on behalf of the Holders and the Collateral will cease to secure the Notes or (ii) the Liens securing the Notes will automatically and without the need for
any further action by any Person be released: 
 (1) in whole or in part, as applicable, as to all or any portion
of the Collateral which has been taken by eminent domain, condemnation or other similar circumstances; 
 (2) in
whole upon (A) a satisfaction and discharge of this Indenture, (B) a Legal Defeasance or (C) Covenant Defeasance; 
 (3) in part, as to any property that (A) is sold transferred or otherwise disposed of by the Issuer or any Guarantor (other than to the Issuer or another Guarantor) in a transaction (other than a
Music Publishing Sale, which is governed by the terms of Section 4.21) not prohibited by this Indenture, or any Credit Agreement or the Security Documents at the time of such transfer or disposition or (B) is owned or at any time acquired
by a Guarantor that has been released from its Guarantee, concurrently with the release of such Guarantee; 

  
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 (4) as to property that constitutes all or substantially all of the
Collateral, in accordance with Section 9.02(e); 
 (5) as to property that constitutes less than all or
substantially or substantially all of the Collateral, in accordance with Section 9.02(a); and 
 (6) in
part, in accordance with the applicable provisions of the Security Documents. 
 (e) The release of any Collateral from the
terms of this Indenture and the Security Documents will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security
Documents. To the extent applicable, the Issuer will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities from the Lien and security interest of the Security Documents and relating to
the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Issuer
except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Collateral Agent
in the exercise of reasonable care. 
 SECTION 10.04. Certificates of the Issuer. 

If this Indenture is qualified under the TIA, The Issuer will furnish to the Trustee and the Collateral Agent, prior to each proposed
release of Collateral pursuant to the Security Documents: 
 (1) all documents required by TIA §314(d); and

 (2) an Opinion of Counsel, which may be rendered by internal counsel to the Issuer, to the effect that such
accompanying documents constitute all documents required by TIA §314(d). 
 The Trustee may, to the extent permitted by
Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel. 

SECTION 10.05. Certificates of the Trustee. 
 In the event that the Issuer wishes to release Collateral in accordance with the Security Documents and has delivered the certificates and documents required by the Security Documents and Sections 10.03
and 10.04 hereof, the Trustee will determine whether it has received all documentation required by TIA §314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to
Section 10.04(2) hereof, will deliver a certificate to the Collateral Agent setting forth such determination. 

  
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 SECTION 10.06. Authorization of Actions to be Taken by the Trustee Under the Security
Documents. 
 Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and
without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to, take all actions it deems necessary or appropriate in order to: 

(1) enforce any of the terms of the Security Documents; and 

(2) collect and receive any and all amounts payable in respect of the Obligations of the Issuer hereunder. 

The Trustee will have power to institute and maintain such suits and proceedings, at the expense of the Issuer, as it may deem expedient
to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the
interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee). 

SECTION 10.07. Authorization of Receipt of Funds by the Trustee Under the Security Documents. 

The Trustee is authorized to receive any funds for the benefit of the Holders of Notes distributed under the Security Documents, and to
make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. 
 SECTION
10.08. Termination of Security Interest. 
 Upon the full and final payment and performance of all Obligations of the
Issuer under this Indenture and the Notes and the Credit Agreement or upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article 8 hereof, the Trustee will, at the request of the Issuer,
deliver a certificate to the Collateral Agent stating that such Obligations have been paid in full, and instruct the Collateral Agent to, as applicable, either (a) release the Liens pursuant to this Indenture and the Security Documents or
(b) cease to be a party to the Security Documents on behalf of the Trustee and the Holders. 
 SECTION 10.09.
Post-Collateral Obligations. 
 Upon reasonable request by the Collateral Agent, the Issuer shall, within a reasonable
amount of time after receipt of such request, use its commercially reasonable efforts (i) to correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any document or instrument
relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Collateral Agent, may
reasonably require from time to time in order to carry out more effectively the purposes of the Security Documents. 

  
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 ARTICLE ELEVEN 
 GUARANTEES 
 SECTION 11.01. Unconditional Guarantee. 

Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably
guarantees, on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the
obligations of the Issuer or any Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest and Special Interest, if any (to the extent
permitted by law) on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to
the extent permitted by law) interest and Special Interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the Guarantors (including under the
Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereof (collectively, the “Guarantee
Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the
extension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this
Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default
under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer. 

Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment
against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the
Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and
all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and the Guarantee. The Guarantee is a guarantee of payment and not of
collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any
amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the
Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Guarantee. 

  
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 SECTION 11.02. Reserved. 

SECTION 11.03. Limitation on Guarantor Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to such Guarantee. To effectuate the foregoing intention, the Trustee,
the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Guarantee and this Article Eleven shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article Eleven, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance. 

SECTION 11.04. Reserved. 
 SECTION 11.05. Release of a Guarantor. 
 The Guarantee of a Guarantor will
be released: 
 (1)(a) upon the sale, disposition or other transfer (including through merger or consolidation)
of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such
sale, disposition or other transfer is made in compliance with the applicable provisions of this Indenture; 

(b) if the Issuer designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance
with Section 4.11 and the definition of “Unrestricted Subsidiary,” or 

  
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 (c) in the case of any Restricted Subsidiary which after the Issue Date is
required to guarantee the Notes pursuant to Section 4.16, upon the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the
repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; and 
 (2) in the case of clause (1)(a) above, if such Guarantor is released from its Guarantee, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any
other Indebtedness of the Issuer or any Restricted Subsidiary; 
 provided, however, in any case that any such
termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of any Indebtedness of the Issuer or any Indebtedness of any other Guarantor shall also terminate upon such release and none of its Equity
Interests are pledged for the benefit of any holder of any Indebtedness of the Issuer or any Indebtedness of any Restricted Subsidiary of the Issuer. 
 The Trustee shall execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the Issuer or such
Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to
matters of fact on one or more Officers’ Certificates of the Issuer. 
 Except as set forth in Articles Four and Five and
this Section 11.05, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor. 
 SECTION 11.06. Waiver of
Subrogation. 
 Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor
hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Issuer’s obligations under the
Notes or this Indenture and such Guarantor’s obligations under the Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any
right to participate in any claim or remedy of the Holders against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from
the Issuer, directly or indirectly, in cash or other assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and
any amounts owing to the Trustee or the Holders under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been
deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the
obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing
arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits. 

  
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 SECTION 11.07. Immediate Payment. 

Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Guarantee Obligations owing or payable to
such Holders upon receipt of a demand for payment therefor by the Trustee to such Guarantor in writing. 
 SECTION 11.08. No
Setoff. 
 Each payment to be made by a Guarantor hereunder in respect of the Guarantee Obligations shall be payable in the
currency or currencies in which such Guarantee Obligations are denominated, and shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
 SECTION 11.09. Guarantee Obligations Absolute. 
 Subject to the provisions
of Section 11.02, the obligations of each Guarantor hereunder are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by each Guarantor hereunder which may not be recoverable from such Guarantor on
the basis of a Guarantee shall be recoverable from such Guarantor as a primary obligor and principal debtor in respect thereof. 

SECTION 11.10. Guarantee Obligations Continuing. 
 The obligations of each Guarantor hereunder shall be continuing and shall remain in full force and effect until all such obligations have been paid and satisfied in full. Each Guarantor agrees with the
Trustee that it will from time to time deliver to the Trustee suitable acknowledgments of this continued liability hereunder and under any other instrument or instruments in such form as counsel to the Trustee may advise and as will prevent any
action brought against it in respect of any default hereunder being barred by any statute of limitations now or hereafter in force and, in the event of the failure of a Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and
agent of such Guarantor to make, execute and deliver such written acknowledgment or acknowledgments or other instruments as may from time to time become necessary or advisable, in the judgment of the Trustee on the advice of counsel, to fully
maintain and keep in force the liability of such Guarantor hereunder. 
 SECTION 11.11. Guarantee Obligations Not
Reduced. 
 The obligations of each Guarantor hereunder shall not be satisfied, reduced or discharged solely by the payment
of such principal, premium, if any, interest, fees and other monies or amounts as may at any time prior to discharge of this Indenture pursuant to Article Eight be or become owing or payable under or by virtue of or otherwise in connection with the
Notes or this Indenture. 

  
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 SECTION 11.12. Guarantee Obligations Reinstated. 

The obligations of each Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any
payment which would otherwise have reduced the obligations of any Guarantor hereunder (whether such payment shall have been made by or on behalf of the Issuer or by or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders upon
the insolvency, bankruptcy, liquidation or reorganization of the Issuer or any Guarantor or otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Issuer or any Guarantor is stayed
upon the insolvency, bankruptcy, liquidation or reorganization of the Issuer or such Guarantor, all such Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by each Guarantor as provided herein.

 SECTION 11.13. Guarantee Obligations Not Affected. 

The obligations of each Guarantor hereunder shall not be affected, impaired or diminished in any way by any act, omission, matter or
thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a
claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise,
including, without limitation: 
 (a) any limitation of status or power, disability, incapacity or other circumstance relating
to the Issuer or any other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Issuer or any other Person; 

(b) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Issuer or any
other Person under this Indenture, the Notes or any other document or instrument; 
 (c) any failure of the Issuer or any other
Guarantor, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture, the Notes or any Guarantee, or to give notice thereof to a Guarantor; 

(d) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against
the Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; 
 (e) the
granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person; 

  
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 (f) any change in the time, manner or place of payment of, or in any other term of, any of
the Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium,
if any, or interest on any of the Notes; 
 (g) any change in the ownership, control, name, objects, businesses, assets, capital
structure or constitution of the Issuer or a Guarantor; 
 (h) any merger or amalgamation of the Issuer or a Guarantor with any
Person or Persons; 
 (i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any
present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guarantee Obligations or the obligations of a Guarantor under
its Guarantee; and 
 (j) any other circumstance, including release of a Guarantor pursuant to Section 11.05 (other than by
complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Issuer under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder. 

SECTION 11.14. Waiver. 
 Without in any way limiting the provisions of Section 11.01, each Guarantor hereby waives notice of acceptance hereof, notice of any liability of any Guarantor hereunder, notice or proof of reliance
by the Holders upon the obligations of any Guarantor hereunder, and diligence, presentment, demand for payment on the Issuer, protest, notice of dishonor or non-payment of any of the Guarantee Obligations, or other notice or formalities to the
Issuer or any Guarantor of any kind whatsoever. 
 SECTION 11.15. No Obligation To Take Action Against the Issuer.

 Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies against the
Issuer or any other Person or any property of the Issuer or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their Guarantees or under this
Indenture. 
 SECTION 11.16. Dealing with the Issuer and Others. 

The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of any
Guarantor hereunder and without the consent of or notice to any Guarantor, may 
 (a) grant time, renewals, extensions,
compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person; 

  
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 (b) take or abstain from taking security or collateral from the Issuer or from perfecting
security or collateral of the Issuer; 
 (c) release, discharge, compromise, realize, enforce or otherwise deal with or do any
act or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Issuer or any third party with respect to the obligations or matters contemplated by this Indenture or the Notes; 

(d) accept compromises or arrangements from the Issuer; 
 (e) apply all monies at any time received from the Issuer or from any security upon such part of the Guarantee Obligations as the Holders may see fit or change any such application in whole or in part
from time to time as the Holders may see fit; and 
 (f) otherwise deal with, or waive or modify their right to deal with, the
Issuer and all other Persons and any security as the Holders or the Trustee may see fit. 
 SECTION 11.17. Default and
Enforcement. 
 If any Guarantor fails to pay in accordance with Section 11.07 hereof, the Trustee may proceed in its
name as trustee hereunder in the enforcement of the Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such
Guarantor the obligations. 
 SECTION 11.18. Amendment, Etc. 

No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any
Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. 
 SECTION 11.19. Acknowledgment. 
 Each Guarantor, if any, hereby
acknowledges communication of the terms of this Indenture and the Notes and consents to and approves of the same. 
 SECTION
11.20. Costs and Expenses. 
 Each Guarantor shall pay on demand by the Trustee any and all costs, fees and expenses
(including, without limitation, legal fees on a solicitor and client basis) incurred by the Trustee, its agents, advisors and counsel or any of the Holders in enforcing any of their rights under any Guarantee. 

SECTION 11.21. No Merger or Waiver; Cumulative Remedies. 
 No Guarantee shall operate by way of merger of any of the obligations of a Guarantor under any other agreement, including, without limitation, this Indenture. No failure to exercise and no delay in
exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under this Indenture or the Notes, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under this Indenture or the Notes preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges in the Guarantee and under this
Indenture, the Notes and any other document or instrument between a Guarantor and/or the Issuer and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privilege provided by law. 

  
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 SECTION 11.22. Survival of Guarantee Obligations. 

Without prejudice to the survival of any of the other obligations of each Guarantor hereunder, the obligations of each Guarantor under
Section 11.01 shall survive the payment in full of the Guarantee Obligations and shall be enforceable against such Guarantor without regard to and without giving effect to any defense, right of offset or counterclaim available to or which may
be asserted by the Issuer or any Guarantor. 
 SECTION 11.23. Guarantee in Addition to Other Guarantee Obligations.

 The obligations of each Guarantor under its Guarantee and this Indenture are in addition to and not in substitution for any
other obligations to the Trustee or to any of the Holders in relation to this Indenture or the Notes and any guarantees or security at any time held by or for the benefit of any of them. 

SECTION 11.24. Severability. 
 Any provision of this Article Eleven which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the basic intent, spirit and purpose of this Indenture and this Article Eleven. 

SECTION 11.25. Successors and Assigns. 
 Each Guarantee shall be binding upon and inure to the benefit of each Guarantor and the Trustee and the Holders and their respective successors and permitted assigns, except that no Guarantor may assign
any of its obligations hereunder or thereunder. 
 ARTICLE TWELVE 

MISCELLANEOUS 

SECTION 12.01. TIA Controls. 
 If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, if this Indenture is qualified under the
TIA, such required or deemed provision shall control. 

  
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 SECTION 12.02. Notices. 

Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by nationally recognized overnight courier service, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows: 

if to the Issuer (a) prior to the consummation of the Merger: 

WM Finance Corp. 

c/o Access Industries, Inc. 
 730 Fifth Avenue, 20th Floor 
 New York, NY 10019 

Attention: General Counsel 
 Telephone: (212) 247-6400 
 Facsimile: (212) 977-8112 

and (b) upon and following consummation of the Merger: 
 WMG Acquisition Corp. 
 c/o Warner Music Group Corp. 

75 Rockefeller Plaza, 
 New York, NY 10019 
 Attention: General Counsel 

Telephone: (212) 275-2030 
 Facsimile: (212) 258-3092 
 in each case, with a copy to: 

Debevoise & Plimpton LLP 
 919 Third Avenue 
 New York, NY 10022 

Attention: David A. Brittenham 
 Telephone: (212) 909-6347 
 Facsimile: (212) 521-7347 

if to WMG Holdings Corp.: 
 WMG Holdings Corp. 
 c/o Warner Music Group Corp. 

75 Rockefeller Plaza, New York, NY 10019 
 Attention: General Counsel 
 Telephone: (212) 275-2030 

Facsimile: (212) 258-3092 
 with a copy to: 

  
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 Debevoise & Plimpton LLP 

919 Third Avenue 

New York, NY 10022 
 Attention: David A. Brittenham 
 Telephone: (212) 909-6347 

Facsimile: (212) 521-7347 
 if to the Trustee: 
 Wells Fargo Bank, National Association 

Sixth Street and Marquette Avenue 
 MAC N9311-110 
 Minneapolis, MN 55479 

Attention: Corporate Trust Services 
 Telephone: (612) 667-8485 
 Facsimile: (612) 667-9825 

with a copy to: 

Wells Fargo Bank, National Association 
 45 Broadway – 14th Floor MAC N-2666-140 
 New York, NY 10006 

Attention: Corporate Trust Services 
 Telephone: (212) 515-5260 
 Facsimile: (212) 515-1589 

Each of the Issuer and the Trustee by written notice to each other such Person may designate additional or different addresses for
notices to such Person. Any notice or communication to the Issuer and the Trustee, shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back; when receipt is acknowledged, if telecopied; five
(5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee); and next Business Day if by
nationally recognized overnight courier service. 
 Any notice or communication mailed to a Noteholder shall be mailed to him by
first class mail or other equivalent means at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed. 

Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other
Noteholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
 SECTION 12.03. Communications by Holders with Other Holders. 
 If this
Indenture is qualified under the TIA, Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture, the Notes or the Subsidiary Guarantees. The Issuer, the Trustee, the Registrar
and any other Person shall have the protection of TIA § 312(c) if this Indenture is qualified under the TIA. 

  
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 SECTION 12.04. Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the
Trustee at the request of the Trustee: 
 (1) an Officers’ Certificate, in form and substance satisfactory
to the Trustee, stating that, in the opinion of the signers, all conditions precedent to be performed or effected by the Issuer, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel stating that, in the opinion of such counsel, any and all such conditions precedent have been
complied with. 
 SECTION 12.05. Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than the
Officers’ Certificate required by Section 4.06, shall include: 
 (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; 
 (2) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with or satisfied; and 
 (4) a statement as to whether or not, in the opinion of
each such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

 SECTION 12.06. Rules by Trustee, Paying Agent, Registrar. 

The Trustee, Paying Agent or Registrar may make reasonable rules for its functions. 

SECTION 12.07. Legal Holidays. 
 If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day. 

  
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 SECTION 12.08. Governing Law. 

This Indenture, the Notes and the Guarantees, if any, will be governed by and construed in accordance with the laws of the State of
New York. 
 SECTION 12.09. No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer or any of its Subsidiaries. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 12.10. No Recourse Against
Others. 
 No director, officer, employee, incorporator or stockholder of the Issuer or any direct or indirect parent
corporation or of any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Indenture, the Security Documents or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Notes. 

SECTION 12.11. Successors. 
 All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successor. 

SECTION 12.12. Duplicate Originals. 
 All parties may sign any number of copies of this Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement. 

SECTION 12.13. Severability. 
 In case any one or more of the provisions in this Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 

SECTION 12.14. Force Majeure. 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces
beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software or hardware) services. 

  
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 SECTION 12.15. USA Patriot Act. 

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the
Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Issuer, which information may include the name and address of their respective clients, as well as other information
that will allow the Initial Purchasers to properly identify their respective clients. 

  
 115









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

 

	
	WM FINANCE CORP.
	
	By: /s/ Donald A.
Wagner                                
	Name: Donald A. Wagner
	Title: Vice President and Secretary
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	
	By: /s/ Raymond Delli
Colli                            
	Name: Raymond Delli Colli
	Title: Vice President


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







 EXHIBIT A 
 [FORM OF INITIAL SECURITY] 
 WM FINANCE CORP. 

9.50% Senior Secured Notes due 2016 
 CUSIP No. 
 ISIN No. 

 

							
		 	 No.
	  	$[        ]            	  	

 WM FINANCE CORP., a Delaware corporation (the “Company,” which term includes any successor
corporation), for value received promises to pay to CEDE & CO. or its registered assigns, the principal sum of [     ] dollars ($[        ]) on June 15, 2016. 

Interest Payment Dates: June 15 and December 15, commencing December 15, 2011. Record Dates: June 1 and
December 1. 
 Reference is made to the further provisions of this Note contained herein, which will for all purposes have
the same effect as if set forth at this place. 

  
 117









 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile
by one of its duly authorized officers. 
  

									
		 	 Dated:
	 	WM FINANCE CORP.
					
		 		 	By:	 	  
	 	
		 		 	Name:	 		 	
		 		 	Title:	 		 	


  
 118









 CERTIFICATE OF AUTHENTICATION 

This is one of the 9.50% Senior Secured Notes due 2016 described in the within-mentioned Indenture. 

 

									
		 	 Dated:
	 	 WELLS FARGO BANK,

NATIONAL ASSOCIATION, as Trustee

					
		 		 	By:	 	  
	 	
		 		 	Authorized Signatory	 	


  
 119









 (Reverse of Note) 
 WM Finance Corp. 
 9.50% Senior Secured Notes due 2016 

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if
applicable pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable pursuant to the provisions of the Indenture] 
 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

SECTION 1. Interest. WM Finance Corp., a Delaware corporation (the “Company,” which term includes any successor
corporation), promises to pay interest on the principal amount of this Note at 9.50% per annum from July 20, 2011 until maturity. The Company will pay interest semi-annually on June 15 and December 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the
date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be December 15, 2011. The Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Notes; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30 day months.

 SECTION 2. Method of Payment. The Company will pay interest on the Notes (except defaulted interest) to the Persons
who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except
as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000. The Company shall pay principal, premium, if any and interest on the Notes in
such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts (“U.S. Legal Tender”). Principal, premium, if any, and interest and Special Interest, if any, on
the Notes will be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the register of
Holders; provided that all payments of principal, premium and interest with respect to Notes the Holders of which have given wire transfer instructions to the Company prior to the Record Date will be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York will be the office of the Trustee maintained for such purpose. 

  
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 SECTION 3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National
Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any Affiliate may act in any such capacity. 

SECTION 4. Indenture. The Company issued the Notes under an Indenture dated as of July 20, 2011
(“Indenture”) among the Company and the Trustee. The terms of the Notes include those stated in the Indenture and, subject to Section 1.03 of the Indenture and the Indenture being qualified under the TIA, those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). The Notes are subject to all such terms (except as aforementioned), and Holders are referred to the
Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

SECTION 5. Optional Redemption. (a) The Notes may be redeemed, in whole or in part, at any time prior to June 15, 2013,
at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus
the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest
payment date). 
 For purposes of the preceding paragraph, the following terms will have the following definitions: 

“Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of: 

 

	 	(1)	1.0% of the then outstanding principal amount of the Note; and 

  

	 	(2)	the excess of: 


(a) the present value at such redemption date of (i) the redemption price of the Note at June 15, 2013, as
applicable (such redemption price being set forth in the table appearing under paragraph (b)) plus (ii) all required interest payments due on the Note through June 15, 2013, as applicable (excluding accrued but unpaid interest), computed
using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 
 (b) the
then outstanding principal amount of the Note. 
 Calculation of the Applicable Premium will be made by the Issuer or on behalf
of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. 

  
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 “Treasury Rate” means, as of the applicable redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two
business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to June 15, 2013; provided,
however, that if the period from such redemption date to June 15, 2013 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

 (b) On or after June 15, 2013, the Notes will be subject to redemption at any time at the option of the Company, in
whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below: 
  

					
	 Year
	  	Percentage	 	
	2013	  	104.750%	 	
	2014	  	102.375%	 	
	2015 and thereafter	  	100.000%	 	

 (c) The Notes may be redeemed, in whole or in part, at any time prior to June 15, 2013, upon the
consummation and closing of a Major Music/Media Transaction, on not less than 30 days’ prior written notice mailed by first-class mail to each holder’s registered address (which notice shall state that redemption is conditioned on
consummation and closing of such Major Music/Media Transaction), at a redemption price equal to 104.750% of the principal amount of the Notes redeemed plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed to the
applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). 
 SECTION 6. Optional Redemption upon Equity Offering. At any time on or prior to June 15, 2012, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of
Notes issued under the Indenture upon not less than 30 days nor more than 60 days’ notice, at a redemption price equal to 109.50% of the principal amount thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the
date of redemption subject to the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by the Issuer or a contribution to the
Issuer’s common equity capital made with the net cash proceeds of an Equity Offering by the Issuer’s direct or indirect parent; provided that (i) at least 50% of the aggregate principal amount of Notes originally issued under
the (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption shall occur within 90 days of the date of, and may be conditioned upon, the closing
of such Equity Offering (disregarding the date of the closing of any over-allotment option with respect thereto). 

  
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 SECTION 7. Mandatory Redemption. For the avoidance of doubt, an offer to purchase
pursuant to Section 8 hereof shall not be deemed a redemption. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

SECTION 8. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject
to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture. 
 SECTION 9. Notice of Redemption. Notice of redemption pursuant to Section 5 and Section 6 will be mailed by first class mail in accordance with the terms of the Indenture Notes in
denominations larger than $2,000 may be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal
amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

 SECTION 10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company or the Registrar is not required to transfer or exchange any Note selected for redemption. Also, the Company
or the Registrar is not required to transfer or exchange any Notes (1) for a period of 15 days before a selection of Notes to be redeemed or (2) tendered and not withdrawn in connection with a Change of Control or an Asset Sale Offer.

 SECTION 11. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

 SECTION 12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture and the Notes may be
amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Notes then outstanding. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect
or inconsistency in the Indenture, provide for uncertificated Notes in addition to certificated Notes, comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any change that does
not adversely affect the rights of any Holder of a Note. 

  
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 SECTION 13. Defaults and Remedies. If a Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of
bankruptcy or insolvency as set forth in the Indenture, with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice
of any continuing Default (except a Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of the Notes or in respect of certain
covenants set forth in the Indenture. 
 SECTION 14. Restrictive Covenants. The Indenture contains certain covenants
that, among other things, limit the ability of the Company and its Restricted Subsidiaries to make restricted payments, to incur indebtedness, to create liens, to sell assets, to permit restrictions on dividends and other payments by Restricted
Subsidiaries of the Company, to consolidate, merge or sell all or substantially all of its assets or to engage in transactions with affiliates. The limitations are subject to a number of important qualifications and exceptions. The Company must
annually report to the Trustee on compliance with such limitations. 
 SECTION 15. No Recourse Against Others. No
director, officer, employee, incorporator or stockholder of the Company or any direct or indirect parent corporation or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the
Indenture, the Security Documents, the Guarantors’ Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. 
 SECTION 16. Trustee Dealings
with the Company. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company, its Subsidiaries or their respective Affiliates as if it were not the
Trustee. 
 SECTION 17. Authentication. This Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent. 
 SECTION 18. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


  
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 SECTION 19. Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes. Pursuant to, but subject to the exceptions in, the Registration Rights Agreement, the Company and the Guarantors, if any, will be obligated to consummate an exchange offer pursuant to which the Holder of this Note shall have
the right to exchange this Initial Note for a 9.50% Senior Secured Note due 2016 of the Company which shall have been registered under the Securities Act, in like principal amount and having terms identical in all material respects to this Initial
Note (except that such note shall not be entitled to Special Interest). The Holders shall be entitled to receive certain Special Interest in the event the Notes are not Freely Tradable or such exchange offer is not consummated or the Notes are not
offered for resale and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.a 
 SECTION 20. Guarantees. The Notes will be entitled to the benefits of certain Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. 

SECTION 21. CUSIP Numbers and ISINs. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers and ISINs to be printed on the Notes and the Trustee may use CUSIP numbers and ISINs in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 SECTION 22. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture. 
  

	(a) 	This Section not to appear on Exchange Securities. 


  
 125









 ASSIGNMENT FORM 
 I or we assign and transfer this Note to: 
  

			
	  
	 	
	(Insert assignee’s social security or tax I.D. number)	 	
		
	  
	 	
	(Print or type name, address and zip code of assignee)	 	
		 	

 and irrevocably appoint: 
 Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. 
  

							
		 	Date:                          
                                         
 	 	
				
		 	Your Signature:            	 	  
	 	

 (Sign exactly as your name appears on the other side of this Note) 

Signature Guarantee: 
 SIGNATURE GUARANTEE 
 Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.09 or Section 4.13 of the Indenture,
check the appropriate box: 
 Section 4.09
[    ]                Section 4.13 [    ] 
 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.09 or Section 4.13 of the Indenture, state the amount: $ 

 

							
		 	
Dated:                       
                                       

	 	Signed:                            
                                  	  	

 (Sign exactly as name appears on the other side of this Note) 

Signature Guarantee: 
 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) 

  
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 EXHIBIT B 
 [FORM OF LEGEND FOR RESTRICTED SECURITIES] 
 THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER 
 (1) REPRESENTS THAT 
 (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION
WITH RESPECT TO EACH SUCH ACCOUNT, OR 
 (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT) AND 
 (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT WITHIN [ONE YEAR FOR NOTES ISSUED PURSUANT TO RULE 144A]
[40 DAYS – FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES OWNED THIS NOTE (OR ANY PREDECESSOR
NOTE) OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY 

(A) TO WARNER MUSIC GROUP CORP. OR ANY SUBSIDIARY OF WARNER MUSIC GROUP CORP., 

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, 

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, 

(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, 

(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), 

(F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

  
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 (3) REPRESENTS THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, A PLAN (WHICH
TERM INCLUDES (I) EMPLOYEE BENEFIT PLANS THAT ARE SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) PLANS, INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR TO PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAWS”) AND (III) ENTITIES THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH PLANS, ACCOUNTS AND ARRANGEMENTS) AND IT IS NOT PURCHASING THE NOTES ON BEHALF OF, OR WITH “PLAN ASSETS” OF, ANY PLAN;
OR (B) ITS PURCHASE AND HOLDING OF SUCH SECURITIES SHALL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY PROVISION OF SIMILAR LAW. 

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED
CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (2)(F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY
OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS
MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

  
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 [FORM OF ASSIGNMENT FOR REGULATION S SECURITY] 

I or we assign and transfer this Note to: 
 (Insert assignee’s social security or tax I.D. number) 
 (Print or type name,
address and zip code of assignee) 
 and irrevocably appoint: 

Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. 

[Check One] 
  ̈ (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Regulation S thereunder. 

or 
  ̈ (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

 If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name
of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been satisfied. 

Date: Your Signature: 
 (Sign exactly as your name appears on the face of this Note) 
 Signature
Guarantee: 
 SIGNATURE GUARANTEE 
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended. 

  
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 TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED 

The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed Transfer is being made prior to the expiration of the restricted period
under Regulation S, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser). Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
Transferred beneficial interest or certificated Note will be subject to the restrictions on Transfer enumerated on the Regulation S Notes and/or the certificated Note and in the Indenture and the Securities Act. 

Dated: 

NOTICE: To be executed by an executive officer 

  
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 EXHIBIT D 
 [FORM OF LEGEND FOR GLOBAL SECURITY] 
 Any Global Note authenticated and delivered
hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form: 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION)
(“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

  
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 EXHIBIT E 
 Form of Certificate To Be 
 Delivered in Connection with  

Transfers to Non-QIB Accredited Investors 
 [             ], [             ] 

Wells Fargo Bank, National Association Sixth Street and Marquette Avenue MAC N9311-110 Minneapolis, MN 55479 Attn: Corporate Trust Services 

With a copy to: 
 Wells Fargo
Bank, National Association 45 Broadway – 14th Floor 
 MAC N-2666-140 
 New York, NY 10006 
 Ladies and Gentlemen: 

In connection with our proposed purchase of 9.50% Senior Secured Notes due 2016 of WM FINANCE CORP., a Delaware corporation (“the
Issuer”), we confirm that: 
 1. We have received a copy of the Offering Circular (the “Offering Circular”),
dated July 14, 2011, relating to the Notes and such other information as we deem necessary in order to make our investment decision. We acknowledge that we have read and agreed to the matters stated in the section entitled “Notice to
Investors” of such Offering Circular, including the restrictions on duplication and circulation of the Offering Circular. 

2. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture
relating to the Notes (the “Indenture”) as described in the Offering Circular and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions
and the Securities Act of 1933, as amended (the “Securities Act”), and all applicable State securities laws. 
 3. We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell any Notes, we will do so only (i) to Warner Music Group Corp. or any of its subsidiaries, (ii) inside the United States in accordance with Rule 144A under the Securities
Act to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (iii) inside the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Notes (the form of which letter
can be obtained from the Trustee), (iv) outside the United States in accordance with Regulation S promulgated under the Securities Act to non-U.S. persons, (v) pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available), (vi) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer so requests) or (vii) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein. 

  
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 4. We are not acquiring the Notes for or on behalf of, and will not transfer the Notes to,
any pension or welfare plan (as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended) or plan (as defined in Section 4975 of the Internal Revenue Code of 1986, as amended), except as permitted in the
section entitled “Notice to Investors” of the Offering Circular. 
 5. We understand that, on any proposed resale of
any Notes, we will be required to furnish to the Trustee and the Issuer such certification, legal opinions and other information as the Trustee and the Issuer may reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 
 6. We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment, as the case may be. 

7. We are acquiring the Notes purchased by us for our account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment discretion. 
 You, the Issuer, the Trustee and
others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

  

					
	 Very truly yours, [Name of Transferee]

		
	 By:
	 	
			
	 Name:
	 		 	
	 Title:
	 		 	


  
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 EXHIBIT F 
 Form of Certificate To Be Delivered 
 in Connection with Transfers 

 Pursuant to Regulation S 
 Wells Fargo Bank, National Association Sixth Street and Marquette Avenue MAC N9311-110 

Minneapolis, MN 55479 
 Attn: Corporate Trust
Services 
 With a copy to: 
 Wells Fargo Bank, National Association 45 Broadway – 14th Floor 
 MAC N-2666-140 

New York, NY 10006 
  

	 	Re:	WM Finance Corp. (the “Issuer”) 9.50% Senior Secured Notes due 2016 (the “Notes”) 


Ladies and Gentlemen: 
 In
connection with our proposed sale of $[    ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, we represent that: 
 (1) the offer of the Notes was not made to a person in
the United States; 
 (2) either (a) at the time the buy offer was originated, the transferee was outside the United States
or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor
any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States; 
 (3) no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; 
 (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and 
 (5) we have advised the transferee of the transfer restrictions applicable to the Notes. 
 In addition, if the sale is made during a Restricted Period and the provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has
been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1), as the case may be. 

  
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 You, the Issuer and counsel for the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S. 
  

			
	 Very truly yours,

	 [Name of Transferor]

		
	 By:
	 	  

		 	Authorized Signature


  
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 EXHIBIT G 
 SECURITY DOCUMENTS 
  

  
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 EXHIBIT H 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , among (the “Guaranteeing
Subsidiary”), a subsidiary of WMG Acquisition Corp. (or its permitted successor), a Delaware corporation (the “Company”), the Company, WMG Holdings Corp., solely to the extent set forth in Article X and as set forth in the
Security Documents and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the
Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 20, 2011 providing for the issuance of 9.50% Senior Secured Notes due 2016 (the “Notes”);

 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 2. AGREEMENT TO GUARANTEE. The 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 11 thereof. 

4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will
have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.


  
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 5. 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. 

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. 
 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 

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

			
	 [GUARANTEEING SUBSIDIARY]

		
	By:	 	  

	 Name:
	 	
	 Title:
	 	
	
	 WMG ACQUISITION CORP.

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	Solely to the extent set forth in Article X and as set forth in the Security Documents:



  
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	 WMG HOLDINGS CORP.

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	 By:
	 	  

		 	Authorized Signatory



  
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