Patent Security Agreement



 Exhibit 4.4 
 Execution Version 
 PATENT SECURITY AGREEMENT 
 This Patent Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Patent Security
Agreement”), dated as of May 28, 2009, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, as collateral agent (the
“Collateral Agent”) for the Secured Parties (as defined in the Security Agreement referred to below). 
 WHEREAS, WMG
Acquisition Corp., a Delaware corporation, has entered into an Security Agreement, dated as of May 28, 2009, made by the Grantors to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”). Capitalized terms not otherwise defined herein have the meanings set forth in the Security Agreement. 
 WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Patents (as defined below) of the
Grantors, and have agreed as a condition thereof to execute this Patent Security Agreement for recording with the U.S. Patent and Trademark Office and any other appropriate governmental authorities. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

 Section 1. Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured
Parties, a security interest in such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Patent Collateral”), whether now
owned or existing or hereafter acquired or arising: 
 (i) each patent, patent application, utility model and statutory invention
registration, all inventions claimed or disclosed therein and all improvements thereto (“Patents”) owned by the Grantor, including, without limitation, each Patent referred to in Schedule 1 hereto; 
 (ii) all registrations and applications for registration for any Patent, together with all reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations thereof; 
 (iii) all rights in the foregoing provided by international treaties or conventions, all
rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; 







 (iv) each Patent license to which the Grantor is a party, including, without limitation, each Patent
license referred to in Schedule 1 hereto; 
 (v) any and all claims for damages and injunctive relief for past, present and future
infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 
 (vi) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting
Obligations relating to, any and all of the foregoing. 
 Section 2. No Transfer of Grantor’s Rights. Except to the extent
expressly permitted in the Secured Agreements, as applicable, each Grantor agrees not to sell, license, exchange, assign, or otherwise transfer or dispose of, or grant any rights with respect to, or mortgage or otherwise encumber, any of the Patent
Collateral. 
 Section 3. Security for Secured Obligations. The grant of continuing security interest in the Patent Collateral by
each Grantor under this Patent Security Agreement secures the payment of all Secured Obligations of such Grantor, now or hereafter existing under or in respect of the Finance Documents, whether direct or indirect, absolute or contingent, and whether
for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. 
 Section 4. Recordation. Each Grantor authorizes and requests that the Commissioner for Patents and any other applicable government office record this Patent Security Agreement. 
 Section 5. Execution in Counterparts. This Patent Security Agreement may be executed in any number of 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. 
 Section 6.
Grants, Rights and Remedies. This Patent Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Patent and Trademark Office. The
security interest granted hereby has been granted to the Collateral Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof and does not create any additional rights or obligations
for any party hereto. The Security Agreement (and all rights and remedies of the Collateral Agent thereunder) shall remain in full force and effect in accordance with its terms. 
  

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 Section 7. Governing Law. This Patent Security Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York. 
  

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 IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written. 
  

			
	WMG ACQUISITION CORP.
		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Executive Vice President


  

	
	Address for Notices:
	c/o Warner Music Group Corp.
	 75 Rockefeller Plaza
 New York, New York
10019

	Attention: Paul Robinson
	Telephone: (212) 275-2143
	Facsimile: (212) 275-3601










			
	WMG HOLDINGS CORP.
		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Executive Vice President


  

	
	Address for Notices:
	c/o Warner Music Group Corp.
	 75 Rockefeller Plaza
 New York, New York
10019

	Attention: Paul Robinson
	Telephone: (212) 275-2143
	Facsimile: (212) 275-3601









 Other Grantors: 
  

	
	 A. P. SCHMIDT CO.
 ALTERNATIVE DISTRIBUTION ALLIANCE
 ASYLUM RECORDS LLC
 ATLANTIC/143 L.L.C.
 ATLANTIC MOBILE LLC
 ATLANTIC/MR VENTURES INC.
 ATLANTIC PRODUCTIONS, LLC
 ATLANTIC RECORDING CORPORATION
 ATLANTIC SCREAM LLC
 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

 CHAPPELL AND INTERSONG MUSIC GROUP (GERMANY) INC.
 CHAPPELL MUSIC COMPANY, INC.
 CHORUS, 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/CHAMELEON VENTURES INC.
 ELEKTRA ENTERTAINMENT GROUP INC.
 ELEKTRA GROUP VENTURES INC.
 EN ACQUISITION CORP.
 FBR INVESTMENTS LLC
 FHK, INC.
 FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.
 FOSTER FREES MUSIC, INC.
 FOZ MAN MUSIC LLC
 INSIDE JOB, INC.
 INSOUND ACQUISITION INC.
 INTERSONG U.S.A., 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.
 MCGUFFIN MUSIC INC.
 MIXED BAG MUSIC, INC.
 MM INVESTMENT INC.
 NC HUNGARY HOLDINGS INC.
 NEW CHAPPELL INC.
 NONESUCH RECORDS INC.
 NON-STOP MUSIC HOLDINGS, INC.
 NVC INTERNATIONAL INC.
 OCTA MUSIC, INC.
 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/FSE HOLDINGS, LLC
 RHINO NAME & LIKENESS HOLDINGS, LLC
 RICK’S MUSIC INC.
 RIGHTSONG MUSIC INC.
 RODRA MUSIC, INC.
 RYKO CORPORATION
 RYKODISC, INC.
 RYKOMUSIC, INC.
 SEA CHIME MUSIC, INC.
 SR/MDM VENTURE INC.
 SUPER HYPE PUBLISHING, INC.
 T-BOY MUSIC, L.L.C.
 T-GIRL MUSIC, L.L.C.
 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
 WALDEN MUSIC INC.
 WARNER ALLIANCE MUSIC INC.
 WARNER BRETHREN INC.
 WARNER BROS. MUSIC INTERNATIONAL INC.
 WARNER BROS. RECORDS INC.
 WARNER/CHAPPELL MUSIC, INC.
 WARNER/CHAPPELL MUSIC (SERVICES), INC.
 WARNER/CHAPPELL PRODUCTION MUSIC, INC.
 WARNER CUSTOM MUSIC CORP.
 WARNER DOMAIN MUSIC INC.
 WARNER-ELEKTRA-ATLANTIC CORPORATION





















	
	 WARNER MUSIC DISCOVERY INC.
 WARNER MUSIC DISTRIBUTION INC.
 WARNER MUSIC INC.
 WARNER MUSIC LATINA INC.
 WARNER MUSIC SP INC.
 WARNER SOJOURNER MUSIC INC.
 WARNERSONGS, INC.
 WARNER SPECIAL PRODUCTS INC.
 WARNER STRATEGIC MARKETING INC.
 WARNER-TAMERLANE PUBLISHING CORP.
 WARPRISE MUSIC INC.
 WB GOLD MUSIC CORP.
 WB MUSIC CORP.
 WBM/HOUSE OF GOLD MUSIC, INC.
 W.B.M. MUSIC CORP.
 WBR MANAGEMENT SERVICES INC.
 WBR/QRI VENTURE, INC.
 WBR/RUFFNATION VENTURES, INC.
 WBR/SIRE VENTURES INC.
 WE ARE MUSICA INC.
 WEA EUROPE INC.
 WEA INC.
 WEA INTERNATIONAL INC.
 WEA LATINA MUSICA INC.
 WEA MANAGEMENT SERVICES INC.
 WIDE MUSIC, INC.











	
	WMG MANAGEMENT SERVICES INC.
	WMG TRADEMARK HOLDING COMPANY LLC


  

			
	All by:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President










			
	FUELED BY RAMEN LLC
		
	By:	 	FBR INVESTMENTS LLC, as Sole Member
		
	By:	 	WARNER MUSIC INC., as Sole Member
		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Executive Vice President


  

			
	MAVERICK RECORDING COMPANY
		
	By:	 	 SR/MDM VENTURE INC., as Managing Partner

		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President


  

			
	NON-STOP CATACLYSMIC MUSIC, LLC
	NON-STOP INTERNATIONAL PUBLISHING, LLC
	NON-STOP OUTRAGEOUS PUBLISHING, LLC
		
	By:	 	NON-STOP MUSIC PUBLISHING, LLC, as Sole Member
		
	By:	 	NON-STOP MUSIC HOLDINGS, INC., as Sole Member
		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President


  

			
	NON-STOP MUSIC LIBRARY, L.C.
	NON-STOP MUSIC PUBLISHING, LLC
	NON-STOP PRODUCTIONS, LLC
		
	By:	 	NON-STOP MUSIC HOLDINGS, INC., as Sole Member
		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President










			
	Address for Notices:
	c/o Warner Music Group Corp.
	 75 Rockefeller Plaza
 New York, New York
10019

	Attention: Paul Robinson
	Telephone: (212) 275-2143
	Facsimile: (212) 275-3601