Registration Rights Agreement (11.50% Senior Notes due 2018)



 Exhibit 4.9 
 EXECUTION COPY 
 $765,000,000 

WM Finance Corp. 
 11.50% Senior Notes due 2018 
 REGISTRATION RIGHTS AGREEMENT

 July 20, 2011 
 CREDIT SUISSE SECURITIES (USA) LLC 
 UBS
SECURITIES LLC, 
 As Representatives of the Several Initial Purchasers, 

 

			
	 c/o
	  	Credit Suisse Securities (USA) LLC
		  	Eleven Madison Avenue,
		  	New York, New York 10010-3629

 Dear Sirs: 
 WM Finance Corp., a Delaware corporation (the “Initial Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the initial
purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated July 14, 2011 (the “Purchase Agreement”), U.S. $765,000,000 aggregate principal amount of its 11.50%
Senior Notes due 2018 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) from and after the Completion Date (as defined in the Purchase Agreement) by the several guarantors listed on
Schedule A hereto (the “Guarantors”). On the Completion Date, Initial Issuer will be merged with and into WMG Acquisition Corp. (“WMG”). WMG and each Guarantor will become a party hereto by execution of a joinder
agreement in the form of Exhibit A hereto (the “Joinder Agreement”) on the Completion Date. References to the “Company” refer to (i) prior to the execution of the Joinder Agreement on the Completion Date, the
Initial Issuer and (ii) from and after the execution of the Joinder Agreement on the Completion Date, WMG and the Guarantors. The Initial Securities will be issued pursuant to an Indenture, dated as of July 20, 2011 (the
“Indenture”) among the Issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of
the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below)(collectively the “Holders”), as
follows: 
 1. Registered Exchange Offer. The Company shall, at its own cost, use its commercially reasonable
efforts to prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of
1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not
prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the
“Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the removal of transfer restrictions relating to the Initial Securities and the provisions
relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under
the Securities Act. The Company further agrees to use its commercially reasonable efforts to commence the Registered Exchange Offer promptly after the Exchange Offer Registration Statement becomes effective, to hold the Registered Exchange Offer
open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the Commission), but in any event for at least 20 business days, and exchange the Exchange Securities for all Initial Securities
validly tendered and not withdrawn before the expiration of the Registered Exchange Offer. 







 If the Company commences the Registered Exchange Offer, the Company will be entitled to
close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. 

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities
Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for
Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging
Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 
 The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such
prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided,
however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 90 days and the date on which all Exchanging
Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto,
available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. 

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its
initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the
“Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. 

In connection with the Registered Exchange Offer, the Company shall: 

(a) furnish each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents; 

  
 2 








 (b) keep the Registered Exchange Offer open for not less than 20
business days (or longer, if required by applicable law) after the date notice thereof is furnished to the Holders; 
 (c) utilize the services of a depositary for the Registered Exchange Offer, which may be the Trustee or an affiliate of the Trustee; 

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the
last business day on which the Registered Exchange Offer shall remain open; and 
 (e) otherwise comply with
all applicable rules and regulations of the Commission. 
 As soon as practicable after the close of the Registered Exchange
Offer or the Private Exchange, as the case may be, the Company shall: 
 (x) accept for exchange all the
Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange; 
 (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and 
 (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount
to the Initial Securities of such Holder so accepted for exchange. 
 The Indenture provides that the Exchange Securities will
not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate
from one another on any matter. 
 Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities,
from the date of original issue of the Initial Securities. 
 Each Holder participating in the Registered Exchange Offer shall
be required to represent to the Company that (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) at the time of commencement of the Registered Exchange Offer such Holder has no
arrangement or understanding with any person to participate in the distribution of the Initial Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule
405 of the Securities Act, of the Company, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such Holder is a broker-dealer, that it
will deliver a prospectus in connection with any resale of such Exchange Securities and (vi) such Holder is not acting on behalf of any person who could not truthfully make the foregoing representations. 

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

  
 3 








 2. Shelf Registration. If (i) on or prior to the time the Registered
Exchange Offer is consummated, existing Commission interpretations are changed such that the Exchange Securities received by Holders are not or would not in general be, upon receipt, freely transferable by each such Holder under the Securities Act,
(ii) the Registered Exchange Offer has not been completed within 365 days following the Completion Date, (iii) any Initial Purchaser so requests with respect to Initial Securities (or the Private Exchange Securities) not eligible to be
exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Initial Purchaser) shall be, and shall notify the Company that such
Holder is, prohibited by law or Commission policy from participating in the Registered Exchange Offer, or such Holder may not resell the Exchange Securities acquired in the Registered Exchange Offer to the public without delivering a prospectus and
the prospectus contained in the Exchange Offer Registration Statement is not available for such resales by such Holder (other than, in either case, (x) due solely to the status of such Holder as an affiliate of the Company within the meaning of
the Securities Act or (y) due to such Holder’s inability to make the representations set forth in the second to last paragraph of Section 1 hereof) and any such Holder so requests, the Company shall in lieu of (or, in the case of
clauses (iii) and (iv), in addition to) conducting the Registered Exchange Offer contemplated by Section 1: 
 (a) use its commercially reasonable efforts to file under the Securities Act as promptly as reasonably practicable, a “shelf” registration statement providing for the registration of, and
the sale on a continuous or delayed basis by the Holders of, all of the Initial Securities (or, in the case of clause (iii), the Initial Securities held by the Initial Purchasers, or, in the case of clause (iv), by the Holders referred to in clause
(iv), as the case may be), pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration
Statement”); 
 (b) use its commercially reasonable efforts (i) to cause the Shelf
Registration Statement to become effective within 90 days after the date on which the obligation to file such Shelf Registration Statement arises and to use its commercially reasonable efforts to cause such Shelf Registration Statement to remain
effective for a period ending on the earlier of 365 days following the effective date of such registration statement or such shorter period that will terminate when all the Initial Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or are distributed to the public pursuant to Rule 144 or, after the 90th day following the effectiveness of such Shelf Registration Statement, would be eligible for resale (if held by a non-affiliate
of the Company) pursuant to Rule 144 without restriction on volume or manner of sale, if any; and 
 (c)
supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act
or rules and regulations thereunder for shelf registration. 
 Notwithstanding any other provisions of this Agreement to
the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. 

  
 4 








 3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 

(a) The Company shall use its commercially reasonable efforts to (i) furnish to each Initial Purchaser, prior to
the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an
unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its commercially reasonable efforts to reflect in each such document, when so filed with the
Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of
the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the
Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the
prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the
Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may
be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission
Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders, who propose to sell Securities
pursuant to the Shelf Registration Statement, as selling security holders. 
 (b) The Company shall give
notice to the Initial Purchasers and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 
 (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

 (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the
prospectus included therein or for additional information; 
 (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement
has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Commission Rule 405; 

  
 5 








 (iv) of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the
prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of
the prospectus, in the light of the circumstances under which they were made) not misleading. 
 (c) The
Company shall use its commercially reasonable efforts to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement. 

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration,
without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including
those, if any, incorporated by reference). The Company shall not, without the prior consent of the Initial Purchasers, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission
Rule 405. 
 (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to
any other Holder who so requests in writing, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any
such Holder requests, all exhibits thereto (including those incorporated by reference). 
 (f) The Company
shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person may reasonably request in writing. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto
by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 

(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and
such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such
persons may reasonably request in writing. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such
Exchange Offer Registration Statement. 

  
 6 








 (h) Prior to any public offering of the Securities, pursuant to any
Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale
under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any
action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject or (iii) make any changes to their certificate of incorporation, bylaws or other organizational documents.

 (i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation
and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may reasonably request in writing a
reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. 

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and
any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers and any known Participating Broker-Dealer in accordance with paragraphs
(ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers and any such Participating Broker-Dealers shall suspend use of such
prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days
from and including the date of the giving of such notice to and including the date when the Initial Purchasers and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j).
The Initial Purchasers and any Participating Broker-Dealers agree that upon receipt of any such notice from the Company, they will not distribute copies of the prospectus that are the subject of such notice. 

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP
number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private
Exchange Securities, as the case may be, for deposit with The Depository Trust Company. 
 (l) The Company
will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide
in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a
fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. 

  
 7 








 (m) The Company shall cause the Indenture to be qualified under the
Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture,
the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 

(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to
furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement and the Company may exclude from such
registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. 
 (o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the
Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. 
 (p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition
pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the
Company customarily inspected by underwriters in primary underwritten offerings of securities and (ii) use its commercially reasonable efforts to cause the Company’s officers, directors, employees, accountants and auditors to supply all
relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such
persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you
and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof. 
 (q) In the case of any Shelf Registration, the Company, if requested by Holders of a majority of the aggregate principal amount of Securities covered thereby, shall cause (i) its counsel to
deliver an opinion relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the due authorization, execution and delivery of the relevant agreement of the type referred to in
Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its
subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o)
hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; as of the date of
the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto or most recent prospectus supplement thereto that is deemed to establish a new effective date, as the case may be, the
absence from such Shelf Registration Statement and the prospectus and any prospectus supplement included therein, as then amended or supplemented and including any documents incorporated by reference therein, of an untrue statement of a material
fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and as of an applicable time identified by such Holders or managing underwriters, the absence from the
prospectus included in the Registration Statement, as amended or supplemented at such applicable time and including any documents incorporated by reference therein, taken together with any other documents identified by such Holders or managing
underwriters, of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading; (ii) its officers to execute and deliver such customary documents and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the
independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort
letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement
of Auditing Standards No. 72. 

  
 8 








 (r) If a Registered Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall
mark, or cause to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial
Securities be marked as paid or otherwise satisfied. 
 (s) The Company will use its commercially reasonable
efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not
previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, in each case, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such
Registration Statement. 
 (t) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the Financial Industry Regulatory
Authority, Inc. (“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will use commercially reasonable efforts
to assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 5121, shall so require, engaging a “qualified independent underwriter” (as defined in
Rule 5121) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement
is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in
Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 

  
 9 








 (v) The Company shall use its commercially reasonable efforts to take
all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby. 

4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its
obligations under Sections 1 through 3 hereof, whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities
covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in
connection therewith. 
 5. Indemnification. (a) The Company agrees, jointly and severally, to indemnify and
hold harmless (i) each Holder of Securities included in a Shelf Registration Statement, (ii) any Participating Broker-Dealer whose Securities are included in the Exchange Offer Registration Statement, and (iii) each person, if any,
who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the
“Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to
purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined
in Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or
action in respect thereof; provided, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided
above with respect to the indemnification of the Holders of the Securities if requested by such Holders. 
 (b) The Company
may require as a condition to including any securities in any Shelf Registration Statement, that, each Holder of the Securities, severally and not jointly, indemnify and hold harmless the Company and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other
expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Company or any of its controlling persons. 

  
 10 









 (c) Promptly after receipt by an indemnified party under this Section 5 of notice
of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying
party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party
under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such
settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party. 
 (d) If the indemnification provided for in this Section 5
is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the
one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with
the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other
indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and
each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company. 

  
 11 









 (e) The agreements contained in this Section 5 shall survive the sale of the
Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

6. Additional Interest Under Certain Circumstances. (a) In the event that: 

(i) the Registered Exchange Offer has not been consummated within 365 days after the Completion Date; 

(ii) if a Shelf Registration Statement required to be filed under Section 2 hereof, such Shelf Registration Statement
is not declared effective within 90 days following the date on which the obligation to file the Shelf Registration Statement arises; or 
 (iii) if any Shelf Registration Statement is required by Section 2 hereof is filed and declared effective, and during the period the Company is required to use its commercially reasonable
efforts to cause the Shelf Registration Statement to remain effective, (x) the Company shall have suspended the Shelf Registration Statement pursuant to Section 2 hereof for more than 60 days in the aggregate in any consecutive 12 month
period and be continuing to suspend the availability of the Shelf Registration Statement or (y) the Shelf Registration Statement shall cease to be effective without being replaced within 90 days by a Shelf Registration Statement that is filed
and declared effective 
 (each such event referred to in clauses (i) through (iii), a “Registration Default” and each
period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, additional interest shall accrue on the Transfer Restricted
Securities for the Registration Default Period (but only with respect to one Registration Default at any particular time) until such time as all Registration Defaults have been cured at a per annum rate of 0.25% for the first 90 days of the
Registration Default Period, which rate shall increase by an additional 0.25% during each subsequent 90-day period, up to a maximum of 0.50% regardless of the number of Registration Defaults that shall have occurred and be continuing (any such
additional interest, “Special Interest”). Any such Special Interest will be paid in the same manner and on the same dates as interest payments in respect of Transfer Restricted Securities. Immediately following the cure of all
Registration Defaults, the accrual of Special Interest will cease. A Registration Default under clause (ii) or (iii) will be deemed cured upon consummation of the Registered Exchange Offer in the case of a Shelf Registration Statement
required to be filed due to a failure to consummate the Registered Exchange Offer within the required time period. 
 (b) A
Registration Default referred to in Section 6(a)(iii)(y) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred
solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and
needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and
(ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 30 days, Special Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. 

  
 12 









 (c) Any amounts of Special Interest due pursuant to Section 6(a) above will be
payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Special Interest will be determined by multiplying the applicable Special Interest rate by the principal amount of the Transfer
Restricted Securities on which it is to be paid, multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve
30-day months), and the denominator of which is 360. 
 (d) “Transfer Restricted Securities” means each
Security until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such
Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, or (iii) the date on which such Initial Security is distributed to the public pursuant to Rule 144 of
the Securities Act under circumstances in which any legend borne by such Initial Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed pursuant to the Indenture. 

7. Rules 144 and 144A. To the extent it shall be required to do so, the Company shall use its best efforts to file the
reports required to be filed by it under the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other
information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request in writing, all to the
extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the
Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act. If at any time any parent company of the Company becomes a Guarantor (there being no obligation of any parent company of the Company 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 of the Initial Securities pursuant to the foregoing requirements, may at the option of the
Company, be filed by and be those of such parent company rather than the Company. 
 8. Underwritten
Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering
(“Managing Underwriters”) will be selected by the Company, subject to the consent of the Holders holding at least a majority in aggregate principal amount of the Securities to be included in such offering and such Holders shall be
responsible for all underwriting discounts and commissions in connection therewith. 

  
 13 









 No person may participate in any underwritten registration hereunder unless such person
(i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 
 9. Miscellaneous. 
 (a) Amendments and Waivers. The
provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement, waiver or consents. 

(b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand
delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 
 (1) if to a Holder of
the Securities, at the address of such Holder set forth in the security register or other records of the Company. 
 (2) if to
the Initial Purchasers; 
  

	
	Credit Suisse Securities (USA) LLC
	Eleven Madison Avenue
	New York, New York 10010-3629
	Fax No.: (212) 325-4296
	Attention: LCD-IBD Group
	
	and
	
	UBS Securities LLC
	677 Washington Boulevard
	Stamford, CT 06901
	Facsimile No.: (212) 719-3667
	Attention: Leveraged Capital Markets

 with a copy (which shall not constitute notice hereunder) to: 

 

			
		  	Davis Polk & Wardwell LLP
		  	450 Lexington Avenue
		  	New York, New York 10017
		  	Attention: Richard D. Truesdell, Jr., Esq.
		
	(3)	  	if to the Company, at its address as follows:
		
		  	WM Finance Corp.
		  	c/o Warner Music Group Corp.
		  	75 Rockefeller Plaza
		  	New York, New York 10019
		  	Facsimile No.: (212) 275-3601
		  	Attention: General Counsel


  
 14 









 with a copy (which shall not constitute notice hereunder) to: 

 

	
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Facsimile No.: 212-521-7334
	Attention: Matthew E. Kaplan, Esq.

 All such notices and communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day
delivered, if sent by overnight air courier guaranteeing next day delivery. 
 (c) No Inconsistent
Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or
otherwise conflicts with the provisions hereof. 
 (d) Successors and Assigns. This Agreement shall be binding
upon the Company and its successors and assigns. 
 (e) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 
 (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 

(h) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 

(i) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal
amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 

(j) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter of this Agreement. 

  
 15 









 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the
Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. 

 

					
	Very truly yours,
	
	WM FINANCE CORP.
		
	By:	 	 /s/ Donald Wagner

		 	Name:	 	Donald Wagner
		 	Title:	 	Vice President and Secretary


 [Signature Page to Unsecured OpCo Notes Registration Rights Agreement] 







 The foregoing Registration 
 Rights Agreement is hereby confirmed 
 and accepted as of the date first 

above written. 
 CREDIT
SUISSE SECURITIES (USA) LLC 
  

					
		 	By:	 	 /s/ Chris Cottrell

		 	Name:	 	Chris Cottrell
		 	Title:	 	Director

 UBS SECURITIES LLC 
  

					
		 	By:	 	 /s/ Chris Becker

		 	Name:	 	Chris Becker
		 	Title:	 	Executive Director
			
		 	By:	 	 /s/ John C. Duggen

		 	Name:	 	John C. Duggen
		 	Title:	 	Managing Director
		
		 	Acting on behalf of themselves
		 		 	and as the Representatives of
		 		 	the Several Initial Purchasers

 [Signature Page to Unsecured OpCo Notes Registration Rights Agreement] 







 SCHEDULE A 
 Delaware and New York Guarantors 
  

					
	 Guarantor
	  	 Jurisdiction of Organization
	  	 Type of Organization

	A.P. Schmidt Co.	  	Delaware	  	Corporation
			
	Atlantic Recording Corporation	  	Delaware	  	Corporation
			
	Atlantic/143 L.L.C.	  	Delaware	  	LLC
			
	Atlantic Mobile LLC	  	Delaware	  	LLC
			
	Atlantic/MR Ventures Inc.	  	Delaware	  	Corporation
			
	Atlantic Productions LLC	  	Delaware	  	LLC
			
	Atlantic Scream LLC	  	Delaware	  	LLC
			
	Alternative Distribution Alliance	  	New York	  	GP
			
	Artist Arena International, LLC	  	New York	  	LLC
			
	Artist Arena LLC	  	New York	  	LLC
			
	Asylum Records LLC (f/k/a WEA Urban LLC)	  	Delaware	  	LLC
			
	Atlantic Pix LLC	  	Delaware	  	LLC
			
	BB Investments LLC	  	Delaware	  	LLC
			
	Big Beat Records Inc.	  	Delaware	  	Corporation
			
	Bulldog Entertainment Group LLC	  	Delaware	  	LLC
			
	Bulldog Island Events LLC	  	New York	  	LLC
			
	Bute Sound LLC	  	Delaware	  	LLC
			
	Cafe Americana Inc.	  	Delaware	  	Corporation
			
	Chappell & Intersong Music Group (Australia) Limited	  	Delaware	  	Corporation
			
	Chappell & Intersong Music Group (Germany) Inc.	  	Delaware	  	Corporation
			
	Chappell Music Company, Inc.	  	Delaware	  	Corporation









  
 19 


					
			
	 Guarantor
	  	 Jurisdiction of Organization
	  	 Type of Organization

			
	Chorus LLC (f/k/a Network Licensing Collection LLC)	  	Delaware	  	LLC
			
	Cordless Recordings LLC	  	Delaware	  	LLC
			
	Cota Music, Inc.	  	New York	  	Corporation
			
	Cotillion Music, Inc.	  	Delaware	  	Corporation
			
	CRK Music Inc.	  	Delaware	  	Corporation
			
	E/A Music, Inc.	  	Delaware	  	Corporation
			
	East West Records LLC	  	Delaware	  	LLC
			
	Eleksylum Music, Inc.	  	Delaware	  	Corporation
			
	Elektra/Chameleon Ventures Inc.	  	Delaware	  	Corporation
			
	Elektra Entertainment Group Inc.	  	Delaware	  	Corporation
			
	Elektra Group Ventures Inc.	  	Delaware	  	Corporation
			
	EN Acquisition Corp.	  	Delaware	  	Corporation
			
	FBR Investments LLC	  	Delaware	  	LLC
			
	Ferret Music Holdings LLC	  	Delaware	  	LLC
			
	Fiddleback Music Publishing Company, Inc.	  	Delaware	  	Corporation
			
	Foz Man Music LLC	  	Delaware	  	LLC
			
	Fueled By Ramen LLC	  	Delaware	  	LLC
			
	Inside Job, Inc.	  	New York	  	Corporation
			
	Insound Acquisition Inc. (f/k/a Atlantic/MR II Inc.)	  	Delaware	  	Corporation
			
	Intersong U.S.A., INC.	  	Delaware	  	Corporation
			
	Jadar Music Corp.	  	Delaware	  	Corporation
			
	Lava Records LLC	  	Delaware	  	LLC
			
	Lava Trademark Holding Company LLC	  	Delaware	  	LLC
			
	LEM America, Inc.	  	Delaware	  	Corporation









  
 20 


					
			
	 Guarantor
	  	 Jurisdiction of Organization
	  	 Type of Organization

	London-Sire Records Inc.	  	Delaware	  	Corporation
			
	Made of Stone LLC (f/k/a Griffen Corp.)	  	Delaware	  	LLC
			
	Maverick Partner Inc.	  	Delaware	  	Corporation
			
	McGuffin Music Inc.	  	Delaware	  	Corporation
			
	Mixed Bag Music, Inc.	  	New York	  	Corporation
			
	MM Investment Inc. (f/k/a Warner Music Bluesky Holding Inc.)	  	Delaware	  	Corporation
			
	NC Hungary Holdings Inc.	  	Delaware	  	Corporation
			
	New Chappell Inc.	  	Delaware	  	Corporation
			
	Nonesuch Records Inc.	  	Delaware	  	Corporation
			
	Non-Stop Music Holdings, Inc.	  	Delaware	  	Corporation
			
	NVC International Inc.	  	Delaware	  	Corporation
			
	Octa Music, Inc.	  	New York	  	Corporation
			
	P & C Publishing LLC	  	New York	  	LLC
			
	Penalty Records, L.L.C.	  	New York	  	LLC
			
	Pepamar Music Corp.	  	New York	  	Corporation
			
	Perfect Game Recording Company LLC	  	Delaware	  	LLC
			
	Restless Acquisition Corp.	  	Delaware	  	Corporation
			
	Revelation Music Publishing Corporation	  	New York	  	Corporation
			
	Rhino Entertainment Company	  	Delaware	  	Corporation
			
	Rhino/FSE Holdings LLC	  	Delaware	  	LLC
			
	Rhino Name & Likeness Holdings LLC	  	Delaware	  	LLC
			
	Rick’s Music Inc.	  	Delaware	  	Corporation
			
	Rightsong Music Inc.	  	Delaware	  	Corporation
			
	Roadrunner Records, Inc.	  	New York	  	Corporation
			
	Ryko Corporation	  	Delaware	  	Corporation









  
 21 


					
			
	 Guarantor
	  	 Jurisdiction of Organization
	  	 Type of Organization

	SR/MDM Venture Inc.	  	Delaware	  	Corporation
			
	Super Hype Publishing, Inc.	  	New York	  	Corporation
			
	T-Boy Music, L.L.C.	  	New York	  	LLC
			
	T-Girl Music, L.L.C.	  	New York	  	LLC
			
	The All Blacks USA Inc.	  	Delaware	  	Corporation
			
	The Biz LLC	  	Delaware	  	LLC
			
	The Rhythm Method Inc.	  	Delaware	  	Corporation
			
	Tommy Boy Music, Inc.	  	New York	  	Corporation
			
	Tommy Valando Publishing Group, Inc.	  	Delaware	  	Corporation
			
	TW Music Holdings Inc.	  	Delaware	  	Corporation
			
	T.Y.S., Inc.	  	New York	  	Corporation
			
	Unichappell Music Inc.	  	Delaware	  	Corporation
			
	Upped.com LLC (f/k/a Big Tree Recording Corporation)	  	Delaware	  	LLC
			
	Walden Music Inc.	  	New York	  	Corporation
			
	Warner Alliance Music Inc.	  	Delaware	  	Corporation
			
	Warner Brethren Inc.	  	Delaware	  	Corporation
			
	Warner Bros. Music International Inc.	  	Delaware	  	Corporation
			
	Warner Bros. Records Inc.	  	Delaware	  	Corporation
			
	Warner/Chappell Music, Inc.	  	Delaware	  	Corporation
			
	Warner/Chappell Production Music Inc (f/k/a/ Tri-Chappell Music Inc.)	  	Delaware	  	Corporation
			
	Warner Domain Music Inc.	  	Delaware	  	Corporation
			
	Warner-Elektra-Atlantic Corporation	  	New York	  	Corporation
			
	Warner Music Discovery Inc.	  	Delaware	  	Corporation
			
	Warner Music Distribution Inc.	  	Delaware	  	Corporation









  
 22 


					
			
	 Guarantor
	  	 Jurisdiction of Organization
	  	 Type of Organization

	Warner Music Inc. (f/k/a Warner Music Group Inc.)	  	Delaware	  	Corporation
			
	Warner Music Latina Inc.	  	Delaware	  	Corporation
			
	Warner Music SP Inc.	  	Delaware	  	Corporation
			
	Warner Sojourner Music Inc.	  	Delaware	  	Corporation
			
	WarnerSongs, Inc.	  	Delaware	  	Corporation
			
	Warner Special Products Inc.	  	Delaware	  	Corporation
			
	Warner Strategic Marketing Inc.	  	Delaware	  	Corporation
			
	Warprise Music Inc.	  	Delaware	  	Corporation
			
	WB Gold Music Corp.	  	Delaware	  	Corporation
			
	WBM/House of Gold Music, Inc.	  	Delaware	  	Corporation
			
	W.B.M. Music Corp.	  	Delaware	  	Corporation
			
	WBR Management Services Inc.	  	Delaware	  	Corporation
			
	WBR/QRI Venture, Inc.	  	Delaware	  	Corporation
			
	WBR/Ruffuation Ventures, Inc.	  	Delaware	  	Corporation
			
	WBR/Sire Ventures Inc.	  	Delaware	  	Corporation
			
	WEA Europe Inc.	  	Delaware	  	Corporation
			
	WEA Inc.	  	Delaware	  	Corporation
			
	WEA International Inc.	  	Delaware	  	Corporation
			
	WEA Management Services Inc.	  	Delaware	  	Corporation
			
	WMG Artist Brand LLC	  	Delaware	  	LLC
			
	WMG Management Services Inc.	  	Delaware	  	Corporation
			
	WMG Trademark Holding Company LLC	  	Delaware	  	LLC









  
 23 

 Non-Delaware or New York Guarantors 

 

					
	 Guarantor
	  	 Jurisdiction of Organization
	  	 Type of Organization

	615 Music Library, LLC	  	Tennessee	  	LLC
			
	Berna Music, Inc.	  	California	  	Corporation
			
	Ferret Music LLC	  	New Jersey	  	LLC
			
	Ferret Music Management LLC	  	New Jersey	  	LLC
			
	Ferret Music Touring LLC	  	New Jersey	  	LLC
			
	FHK, Inc.	  	Tennessee	  	Corporation
			
	Foster Frees Music, Inc.	  	California	  	Corporation
			
	J. Ruby Productions, Inc.	  	California	  	Corporation
			
	Maverick Recording Company	  	California	  	GP
			
	Non-Stop Cataclysmic Music, LLC	  	Utah	  	LLC
			
	Non-Stop International Publishing, LLC	  	Utah	  	LLC
			
	Non-Stop Music Library, LC	  	Utah	  	LC
			
	Non-Stop Music Publishing, LLC	  	Utah	  	LLC
			
	Non-Stop Outrageous Publishing, LLC	  	Utah	  	LLC
			
	Non-Stop Productions, LLC	  	Utah	  	LLC
			
	Rep Sales, Inc.	  	Minnesota	  	Corporation
			
	Revelation Music Publishing Corporation	  	New York	  	Corporation
			
	Rodra Music, Inc.	  	California	  	Corporation
			
	Rykodisc, Inc.	  	Minnesota	  	Corporation
			
	Rykomusic, Inc.	  	Minnesota	  	Corporation
			
	Sea Chime Music, Inc.	  	California	  	Corporation
			
	Six-Fifteen Music Productions, Inc.	  	Tennessee	  	Corporation
			
	Summy-Birchard, Inc.	  	Wyoming	  	Corporation
			
	Warner/Chappell Music (Services), Inc.	  	New Jersey	  	Corporation
			
	Warner Custom Music Corp.	  	California	  	Corporation









  
 24 


					
			
	 Guarantor
	  	 Jurisdiction of Organization
	  	 Type of Organization

	Warner Music Nashville LLC	  	Tennessee	  	LLC
			
	Warner-Tamerlane Publishing Corp.	  	California	  	Corporation
			
	WB Music Corp.	  	California	  	Corporation
			
	Wide Music, Inc.	  	California	  	Corporation









  
 25 

 ANNEX A 
 Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange
Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See “Plan of Distribution.” 







 ANNEX B 
 Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” 







 ANNEX C 
 PLAN OF DISTRIBUTION 
 Each broker-dealer that receives Exchange Securities for
its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that,
for a period of 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until
            , 20     all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 
 For a period of 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or
dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 

 

	(1) 	In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.









 ANNEX D 
  

	 ̈	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


  

					
	Name:	 	  
	 	
	Address:	 	  
	 	
		 	  
	 	

 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. 







 Exhibit A 
 FORM OF JOINDER AGREEMENT 
 WHEREAS, WM Finance Corp., a Delaware
corporation (the “Initial Issuer”) and the representatives of the several initial purchasers (the “Initial Purchasers”) heretofore executed and delivered a Registration Rights Agreement, dated July 20, 2011
(the “Agreement”); and 
 WHEREAS, each of WMG Acquisition Corp. (the “Company”) and each of
the Company’s subsidiaries party hereto as Guarantors (as defined in the Agreement), that was originally not a party thereto, has agreed to join in the Agreement on the Completion Date. 

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

 NOW, THEREFORE, each of the Company and each Guarantor hereby agrees for the benefit of the Purchasers, as follows:

 1. Joinder. The undersigned hereby acknowledges that it has received and reviewed a copy of the Agreement and all
other documents it deems fit in order to enter into this Joinder Agreement (the “Joinder Agreement”), and acknowledges and agrees (i) to join and become a party to the Agreement as indicated by its signature below as of the
date hereof and shall have the same rights and obligations thereunder as if it had been an original signatory to the Agreement; (ii) to be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to the
Company or a Guarantor, as applicable, in the Agreement as if made by, and with respect to, the undersigned in accordance with the terms of the Agreement; and (iii) to perform all obligations and duties required of the Company or a Guarantor,
as applicable pursuant to the Agreement and that it has complied with all covenants as of the date hereof. 
 2.
Representations and Warranties and Agreements of the Company and the Guarantors. The undersigned hereby represents and warrants to and agrees with the Purchasers that it has all requisite corporate, partnership or limited liability company
power and authority to execute, deliver and perform its obligations under this Joinder Agreement and it has duly and validly taken all necessary action for the consummation of the transactions contemplated hereby and by the Agreement and that it has
duly authorized, executed and delivered this Joinder Agreement and it is a valid and legally binding agreement enforceable against the undersigned in accordance with its terms. 

3. Representations and Warranties and Agreements in the Agreement. The undersigned hereby represents and warrants to, and agrees
with, the several Initial Purchasers that (i) each representation, warranty and acknowledgment applicable to the Company or a Guarantor, as applicable, contained in the Agreement, is true and correct as if made by such party on the dates made
and the date hereof, and (ii) that it has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the date hereof. 

4. Counterparts. This Joinder Agreement may be signed in one or more counterparts (which may be delivered in original form or a
facsimile or “pdf” file thereof), each of which shall constitute an original when so executed and all of which together shall constitute one and the same agreement. 
 5. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in
writing and signed by the parties thereto. 
 6. Headings. The section headings used herein are for convenience only and
shall not affect the construction hereof. 
 7. Severability of Provisions. If any term or other provision of this
Joinder Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other provisions of this Joinder Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance
of the agreements contained herein is not affected in any manner adverse to any party. Upon such determination that any term or provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder
Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the agreements contained herein may be performed as originally contemplated to the fullest extent possible. 








 8. Applicable Law. This Joinder Agreement and any claim, controversy or dispute
arising under or related to this Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.