Amendment No. 1 to Security Agreement, dated as of September 28, 2011.



 Exhibit 10.1 
 AMENDMENT NO. 1 TO SECURITY AGREEMENT 
 AMENDMENT No. 1 dated as of September 28,
2011 (this “Amendment”) to the Security Agreement dated as of May 28, 2009 (the “Security Agreement”) among WMG Acquisition Corp., a Delaware corporation (the “Company”), WMG Holdings Corp., a
Delaware corporation (“Holdings”), the other Persons listed on the signature pages hereof (the Company, Holdings and the Persons so listed being, collectively, the “Grantors”), Wells Fargo Bank, National
Association, as Collateral Agent (in such capacity, together with any successors in such capacity, the “Collateral Agent”), Wells Fargo Bank, National Association, as trustee under the Indenture (in such capacity, together with any
successor trustee, the “Notes Authorized Representative”) and the other Authorized Representatives listed on the signature pages hereof. 
 RECITALS: 
 WHEREAS the parties wish to amend the Security Agreement as set
forth herein; 
 THEREFORE, the parties hereto therefore agree as follows: 

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in
the Security Agreement has the meaning assigned to such term in the Security Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to
“this Agreement” and each other similar reference contained in the Security Agreement shall, after this Amendment becomes effective, refer to the Security Agreement as amended hereby. 

Section 2. Amendments. The following defined terms are amended and restated in their entirety to read as follows: 

(i) “Applicable Authorized Representative” means, as of the date hereof, the Notes Authorized Representative;
provided that such term shall mean: 
 (a) following the incurrence of Bank Obligations after the date hereof and
assumption by the Credit Agreement Authorized Representative of its role as an Applicable Authorized Representative pursuant to an Additional Secured Party Consent, (i) until the earlier of (x) the Discharge of Bank
Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Authorized Representative, and (ii) from the earlier of (x) the Discharge of Bank Obligations and
(y) the Non-Controlling Authorized Representative Enforcement Date, the Major Additional Authorized Representative; and 
 (b) to the extent no Bank Obligations have been incurred or remain outstanding, following the incurrence of any Series of Secured Obligations that constitutes the largest outstanding principal amount of
any then outstanding Series of Secured Obligations (excluding Hedging Obligations) and assumption by the Authorized Representative thereunder of its role as an Applicable Authorized Representative pursuant to an Additional Secured Party Consent, the
Major Additional Authorized Representative. 







 (ii) “Major Additional Authorized Representative” means the Authorized
Representative of the Series of Secured Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Secured Obligations (excluding Hedging Obligations). 

(iii) “Notes Obligations” means the Obligations (as defined in the Indenture) incurred pursuant to the Indenture.

 Section 3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the
State of New York. 
 Section 4. Full Force and Effect; Ratification. Except as modified herein, all of the terms
and conditions of the Security Agreement are, and shall remain, in full force and effect and, as modified hereby, the Grantors confirm and ratify all of the terms, covenants and conditions of the Security Agreement. This Amendment constitutes the
entire and final agreement among the parties hereto with respect to the subject matter hereof and there are no other agreements, understandings, undertakings, representations or warranties among the parties hereto with respect to the subject matter
hereof except as set forth herein. 
 Section 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 Section 6. Effectiveness. This Amendment shall become effective on the date when the Collateral Agent shall have received from each of the Grantors, the Collateral Agent and each Authorized
Representative a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Collateral Agent) that such party has signed a counterpart hereof (the “Amendment Effective Date”).


  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	WMG ACQUISITION CORP.
		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Executive Vice President & Secretary
	
	WMG HOLDINGS CORP.
		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Executive Vice President & Secretary


  

	
	Guarantors:
	
	 A. P. SCHMIDT CO.

ALTERNATIVE DISTRIBUTION ALLIANCE

ARTIST ARENA LLC
 ASYLUM RECORDS LLC
 ATLANTIC MOBILE LLC

ATLANTIC PIX LLC
 ATLANTIC PRODUCTIONS LLC
 ATLANTIC RECORDING
CORPORATION
 ATLANTIC SCREAM LLC

ATLANTIC/143 L.L.C.

ATLANTIC/MR VENTURES INC.

BB INVESTMENTS LLC

BERNA MUSIC, INC.

BIG BEAT RECORDS INC.

BULLDOG ENTERTAINMENT GROUP LLC

BULLDOG ISLAND EVENTS LLC

BUTE SOUND LLC
 CAFE AMERICANA INC.
 CHAPPELL & INTERSONG MUSIC
GROUP (AUSTRALIA) LIMITED












			
	Guarantors (cont’d):


  

 
	
	 CHAPPELL AND INTERSONG MUSIC GROUP (GERMANY) INC.

CHAPPELL MUSIC COMPANY, INC.

CHORUSS LLC
 CORDLESS RECORDINGS LLC
 COTA MUSIC, INC.

COTILLION MUSIC, INC.

CRK MUSIC INC.
 E/A MUSIC, INC.
 EAST WEST RECORDS LLC

ELEKSYLUM MUSIC, INC.

ELEKTRA ENTERTAINMENT GROUP INC.

ELEKTRA GROUP VENTURES INC.

ELEKTRA/CHAMELEON VENTURES INC.

EN ACQUISITION CORP.

FBR INVESTMENTS LLC

FERRET MUSIC HOLDINGS LLC

FERRET MUSIC LLC
 FERRET MUSIC MANAGEMENT LLC
 FERRET MUSIC TOURING
LLC
 FHK, INC.

FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.

FOSTER FREES MUSIC, INC.

FOZ MAN MUSIC LLC

FUELED BY RAMEN LLC

INSIDE JOB, INC.
 INSOUND ACQUISITION INC.
 INTERSONG U.S.A.,
INC.
 J. RUBY PRODUCTIONS, INC.

JADAR MUSIC CORP.

LAVA RECORDS LLC
 LAVA TRADEMARK HOLDING COMPANY LLC
 LEM AMERICA,
INC.
 LONDON-SIRE RECORDS INC.

MADE OF STONE LLC

MAVERICK PARTNER INC.

MAVERICK RECORDING COMPANY

MCGUFFIN MUSIC INC.












			
	Guarantors (cont’d):


  


	
	MIXED BAG MUSIC, INC.
	 MM INVESTMENT INC.

NC HUNGARY HOLDINGS INC.

NEW CHAPPELL INC.

NONESUCH RECORDS INC.

NON-STOP MUSIC HOLDINGS, INC.

NVC INTERNATIONAL INC.

OCTA MUSIC, INC.
 P & C PUBLISHING LLC
 PENALTY RECORDS,
L.L.C.
 PEPAMAR MUSIC CORP.

PERFECT GAME RECORDING COMPANY LLC

REP SALES, INC.
 RESTLESS ACQUISITION CORP.
 REVELATION MUSIC PUBLISHING
CORPORATION
 RHINO ENTERTAINMENT COMPANY

RHINO NAME & LIKENESS HOLDINGS, LLC

RHINO/FSE HOLDINGS, LLC

RICK’S MUSIC INC.

RIGHTSONG MUSIC INC.

ROADRUNNER RECORDS, INC.

RODRA MUSIC, INC.

RYKO CORPORATION
 RYKODISC, INC.
 RYKOMUSIC, INC.

SEA CHIME MUSIC, INC.

SIX-FIFTEEN MUSIC PRODUCTIONS, INC.

SR/MDM VENTURE INC.

SUMMY-BIRCHARD, INC.

SUPER HYPE PUBLISHING, INC.

T.Y.S., INC.
 T-BOY MUSIC, L.L.C.
 T-GIRL MUSIC, L.L.C.

THE ALL BLACKS U.S.A., INC.

THE BIZ LLC
 THE RHYTHM METHOD INC.
 TOMMY BOY MUSIC, INC.

TOMMY VALANDO PUBLISHING GROUP, INC.

TW MUSIC HOLDINGS INC.

UNICHAPPELL MUSIC INC.

UPPED.COM LLC












			
	Guarantors (cont’d):


  

 
	
	 W.B.M. MUSIC CORP.

WALDEN MUSIC INC.

WARNER ALLIANCE MUSIC INC.

WARNER BRETHREN INC.

WARNER BROS. MUSIC INTERNATIONAL INC.

WARNER BROS. RECORDS INC.

WARNER CUSTOM MUSIC CORP.

WARNER DOMAIN MUSIC INC.

WARNER MUSIC DISCOVERY INC.

WARNER MUSIC DISTRIBUTION LLC

WARNER MUSIC LATINA INC.

WARNER MUSIC NASHVILLE LLC

WARNER MUSIC SP INC.

WARNER SOJOURNER MUSIC INC.

WARNER SPECIAL PRODUCTS INC.

WARNER STRATEGIC MARKETING INC.

WARNER/CHAPPELL MUSIC (SERVICES), INC.

WARNER/CHAPPELL MUSIC, INC.

WARNER/CHAPPELL PRODUCTION MUSIC, INC.

WARNER-ELEKTRA-ATLANTIC CORPORATION

WARNERSONGS, INC.

WARNER-TAMERLANE PUBLISHING CORP.

WARPRISE MUSIC INC.

WB GOLD MUSIC CORP.

WB MUSIC CORP.
 WBM/HOUSE OF GOLD MUSIC, INC.
 WBR MANAGEMENT SERVICES
INC.
 WBR/QRI VENTURE, INC.

WBR/RUFFNATION VENTURES, INC.

WBR/SIRE VENTURES INC.

WEA EUROPE INC.
 WEA INC.
 WEA INTERNATIONAL INC.

WEA MANAGEMENT SERVICES INC.












			
	Guarantors (cont’d):


  

 
	
	WIDE MUSIC, INC.
	 WMG MANAGEMENT SERVICES INC.

	 WMG TRADEMARK HOLDING COMPANY LLC



  

			
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President & Secretary of each of the above named entities listed under the heading Guarantors and signing this agreement in such capacity on behalf of each such
entity
	
	WARNER MUSIC INC.
		
	By:	 	 /s/ Paul Robinson

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

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

	Name:	 	Paul Robinson
	Title:	 	Vice President & Secretary









 
	
	 NON-STOP CATACLYSMIC MUSIC, LLC

	 NON-STOP INTERNATIONAL PUBLISHING, LLC

	 NON-STOP MUSIC LIBRARY, LC

	 NON-STOP MUSIC PUBLISHING, LLC

	 NON-STOP OUTRAGEOUS PUBLISHING, LLC

	 NON-STOP PRODUCTIONS, LLC



  

			
	By:	 	Non-Stop Music Holdings, Inc., their Manager
		
	By:	 	 /s/ Paul Robinson

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

	Name:	 	Paul Robinson
	Title:	 	Executive Vice President & Secretary









 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, Notes Authorized Representative and Authorized Representative
		
	By:	 	 /s/ Raymond Delli Colli

	Name:	 	Raymond Delli Colli
	Title:	 	Vice President









 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Authorized Representative

		
	By:	 	 /s/ Ari Bruger

	Name:	 	Ari Bruger
	Title:	 	Vice President
		
	By:	 	 /s/ Kevin Buddhdew

	Name:	 	Kevin Buddhdew
	Title:	 	Associate









 
			
	BANK OF AMERICA, N.A., as Authorized Representative
		
	By:	 	 /s/ Fred Scully

	Name:	 	Fred Scully
	Title:	 	Vice President









 
			
	CITIBANK, N.A., as Authorized Representative
		
	By:	 	 /s/ Servaas Chorus

	Name:	 	Servaas Chorus
	Title:	 	Director









 
			
	DEUTSCHE BANK AG, as Authorized Representative
		
	By:	 	 /s/ Cynthia Cuomo

	Name:	 	Cynthia Cuomo
	Title:	 	Director
		
	By:	 	 /s/ Steven Kessler

	Name:	 	Steven Kessler
	Title:	 	Director