EX-4.4



 Exhibit 4.4 

SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF 

NOTES 
 WMG ACQUISITION CORP. 

as Issuer 
 and 

the Subsidiary Guarantors from time to time party to the Indenture 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION 
 as Trustee 
  

 
 FIRST
SUPPLEMENTAL INDENTURE 
 DATED AS OF APRIL 9, 2014 

to the 
 INDENTURE 

DATED AS OF APRIL 9, 2014 

Providing for the Issuance of 

6.750% Senior Notes Due 2022 

  
 1 








 FIRST SUPPLEMENTAL INDENTURE, dated as of April 9, 2014 (this “Supplemental
Indenture”), among WMG Acquisition Corp. (together with its successors and assigns, the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”),
and Wells Fargo Bank, National Association, as Trustee. 
 W I T N E S S E T H: 

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are party to the Indenture, dated as of April 9, 2014 (as amended,
supplemented, waived or otherwise modified from time to time, the “Indenture”), which provides for the issuance from time to time of Notes by the Company; 

WHEREAS, Section 9.01(8) of the Indenture provides that the Company may provide for the issuance of Initial Notes in accordance with the
limitations set forth in this Indenture as of the Issue Date; 
 WHEREAS, in connection with the issuance of the 2022 Notes (as defined
herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the 2022 Notes as hereinafter described; and 

WHEREAS, pursuant to Section 9.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture
to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders as follows: 

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

2. Title of Notes. There shall be a series of Notes of the Company designated the “6.750% Senior Notes due 2022” (the
“2022 Notes”). 
 3. Maturity Date. The Maturity Date of the 2022 Notes shall be April 15, 2022. 

4. Interest and Interest Rates. Interest on the outstanding principal amount of the 2022 Notes will accrue at the rate of
6.750% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2014, to holders of record on the immediately preceding April 1 and October 1,
respectively (each such April 1 and October 1, a “Record Date”). Interest on the 2022 Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest has been paid, from
April 9, 2014, except that interest on any Additional 2022 Notes (as defined below) issued on or after the first Interest Payment Date (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued)








 
from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional 2022 Notes, from the Interest Payment Date immediately preceding
the date of issuance of such Additional 2022 Notes (or if the date of issuance of such Additional 2022 Notes is an Interest Payment Date, from such date of issuance); provided that if any 2022 Note and any Exchange Notes issued in exchange
therefor are surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date. 

5. No Limitation on Aggregate Principal Amount. The aggregate principal amount of 2022 Notes that may be authenticated and delivered
and outstanding under the Indenture is not limited. The aggregate principal amount of the 2022 Notes shall initially be $660.0 million. The Company may from time to time, without the consent of the Holders, create and issue Additional Notes having
the same terms and conditions as the 2022 Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional Notes issued in
this manner will be consolidated with, and will form a single series with, the 2022 Notes (any such Additional Notes, “Additional 2022 Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental
Indenture, or otherwise designated by the Company, as contemplated by Section 2.01 of the Indenture. 
 6. Redemption.
(a) The 2022 Notes may be redeemed, in whole or in part, at any time prior to April 15, 2017, at the option of the Company, at a redemption price equal to 100% of the principal amount of the 2022 Notes redeemed plus the Applicable Premium
as of, and accrued and unpaid interest, if any, to, the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant interest payment date). 

“Applicable Premium” means, with respect to any 2022 Note on any applicable Redemption Date, the greater of: 

 

	 	(1)	1.0% of the then outstanding principal amount of such 2022 Note; and 

  

	 	(2)	the excess, if any, of: 

 (a) the present value at such redemption date of (i) the
redemption price of the 2022 Note at April 15, 2017 (such redemption price being set forth in the table appearing in Section 6(b)) plus (ii) all required remaining scheduled interest payments due on the 2022 Note through
April 15, 2017 (excluding accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 75.0 basis points; over 

(b) the then outstanding principal amount of the 2022 Note. 

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly 







 
available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from such redemption date to April 15, 2017; provided, however, that if the period from such redemption date to April 15, 2017 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be used. 
 (b) On or after April 15, 2017, the Company may
redeem all or a part of the 2022 Notes, at its option, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2022 Notes to be redeemed to the applicable Redemption
Date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 
  

					
	Year	  	Percentage	 
	 2017
	  	 	105.063	% 
	 2018
	  	 	103.375	% 
	 2019
	  	 	101.688	% 
	 2020 and thereafter
	  	 	100.000	% 

 (c) At any time prior to April 15, 2017, the Company may on any one or more occasions redeem up to 40% of
the aggregate principal amount of 2022 Notes (including the aggregate principal amount of any Additional 2022 Notes) issued under the Indenture, at its option, at a redemption price equal to 106.750% of the principal amount of the 2022 Notes
redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption (subject to the rights of Holders on the relevant Record Date to receive interest on the relevant interest payment date), with funds in an aggregate amount not
exceeding the net cash proceeds of one or more Equity Offerings by the Company or any contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by the Company’s direct or indirect
parent; provided that: 
 (i) at least 50% of the aggregate principal amount of 2022 Notes originally issued under this Indenture
(including the aggregate principal amount of any Additional 2022 Notes) remains outstanding immediately after the occurrence of such redemption; and 

(ii) the redemption occurs within 90 days of the date of, and may be conditioned upon, the closing of such Equity Offering. 

(d) The Company may acquire 2022 Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated
transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture. 

(e) Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent,
including, but not limited to, completion of an Equity 







 
Offering, other offering or other corporate transactions or events. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall describe each
such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be
rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. Notice of any redemption in respect of an Equity Offering may be given prior to the completion
thereof. 
 7. Reserved. 

8. Form. The 2022 Notes shall be issued substantially in the form set forth, or referenced, in Article Two of the Indenture, and Exhibit
A or Exhibit C attached to the Indenture, in each case as provided for in Section 2.02 of the Indenture (as such form may be modified in accordance with Section 2.01 of the Indenture). 

9. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

10. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter
authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture. 

11. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. 
 12. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof. 







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

			
		 	WMG HOLDINGS CORP.
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	 Executive Vice President, General Counsel and

Secretary



  

	
	ROADRUNNER RECORDS INC.
	T.Y.S., INC.
	THE ALL BLACKS U.S.A., INC.
	A. P. SCHMIDT CO.
	ATLANTIC RECORDING CORPORATION
	ATLANTIC/MR VENTURES INC.
	ARMS UP INC.
	BIG BEAT RECORDS INC.
	CAFE AMERICANA INC.
	CHAPPELL MUSIC COMPANY, INC.
	COTA MUSIC, INC.
	COTILLION MUSIC, INC.
	CRK MUSIC INC.
	E/A MUSIC, INC.
	ELEKSYLUM MUSIC, INC.
	ELEKTRA/CHAMELEON VENTURES INC.
	ELEKTRA ENTERTAINMENT GROUP INC.
	ELEKTRA GROUP VENTURES INC.
	FHK, INC.
	FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.
	FOSTER FREES MUSIC, INC.
	INSOUND ACQUISITION INC.
	INTERSONG U.S.A., INC.
	JADAR MUSIC CORP.
	LEM AMERICA, INC.
	LONDON-SIRE RECORDS INC.
	MAVERICK PARTNER INC.
	MCGUFFIN MUSIC INC.
	MIXED BAG MUSIC, INC.









 
	
	(cont’d):
	
	MM INVESTMENT INC.
	NONESUCH RECORDS INC.
	NON-STOP MUSIC HOLDINGS, INC.
	OCTA MUSIC, INC.
	PEPAMAR MUSIC CORP.
	REP SALES, INC.
	REVELATION MUSIC PUBLISHING CORPORATION
	RHINO ENTERTAINMENT COMPANY
	RICK’S MUSIC INC.
	RIGHTSONG MUSIC INC.
	RYKO CORPORATION
	RYKODISC, INC.
	RYKOMUSIC, INC.
	SEA CHIME MUSIC, INC.
	SR/MDM VENTURE INC.
	SUPER HYPE PUBLISHING, INC.
	TOMMY BOY MUSIC, INC.
	TOMMY VALANDO PUBLISHING GROUP, INC.
	UNICHAPPELL MUSIC INC.
	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 LATINA INC.
	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.









 
	
	(cont’d):
	
	WB GOLD MUSIC CORP.
	WB MUSIC CORP.
	WBM/HOUSE OF GOLD MUSIC, INC.
	WBR/QRI VENTURE, INC.
	WBR/RUFFNATION VENTURES, INC.
	WBR/SIRE VENTURES INC.
	WEA EUROPE INC.
	WEA INC.
	WEA INTERNATIONAL INC.
	WIDE MUSIC, INC.
	ASYLUM RECORDS LLC
	ATLANTIC MOBILE LLC
	ATLANTIC PRODUCTIONS LLC
	ATLANTIC SCREAM LLC
	ATLANTIC/143 L.L.C.
	BB INVESTMENTS LLC
	BULLDOG ISLAND EVENTS LLC
	BUTE SOUND LLC
	CORDLESS RECORDINGS LLC
	EAST WEST RECORDS LLC
	FOZ MAN MUSIC LLC
	FUELED BY RAMEN LLC
	LAVA RECORDS LLC
	RHINO NAME & LIKENESS HOLDINGS, LLC
	RHINO/FSE HOLDINGS, LLC
	T-BOY MUSIC, LLC
	T-GIRL MUSIC, LLC
	THE BIZ LLC
	UPPED.COM LLC
	WARNER MUSIC DISTRIBUTION LLC
	J. RUBY PRODUCTIONS, INC.
	SIX-FIFTEEN MUSIC PRODUCTIONS, INC.
	SUMMY-BIRCHARD, INC.










	
	(cont’d):
	
	ARTIST ARENA LLC
	ATLANTIC PIX LLC
	FERRET MUSIC HOLDINGS LLC
	FERRET MUSIC LLC
	FERRET MUSIC MANAGEMENT LLC
	FERRET MUSIC TOURING LLC
	P & C PUBLISHING LLC
	WARNER MUSIC NASHVILLE LLC


  

			
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. 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









 
			
	Guarantors (cont’d):
	
	WARNER MUSIC INC.
		
	By:	 	 /s/ Paul M. Robinson

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

	Name:	 	Paul M. Robinson
	Title:	 	Vice President & Secretary
	
	ARTIST ARENA INTERNATIONAL, LLC
		
	By:	 	Artist Arena LLC, its Sole Member
	By:	 	Warner Music Inc., its Sole Member
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Executive Vice President, General Counsel & Secretary
	
	ALTERNATIVE DISTRIBUTION ALLIANCE
		
	By:	 	Warner Music Distribution LLC, its Managing Partner
	By:	 	Rep Sales, Inc., its Sole Member and Manager
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Vice President & Secretary










			
	Guarantors (cont’d):
	
	MAVERICK RECORDING COMPANY
		
	By:	 	SR/MDM Venture Inc., its Managing Partner
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Vice President & Secretary


  

			
	NON-STOP CATACLYSMIC MUSIC, LLC
	NON-STOP INTERNATIONAL PUBLISHING, LLC
	NON-STOP OUTRAGEOUS PUBLISHING, LLC
		
	By:	 	Non-Stop Music Publishing, LLC, their Sole Member
	By:	 	Non-Stop Music Holdings, Inc., its Sole Member
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Vice President & Secretary


  

	
	NON-STOP MUSIC LIBRARY, L.C.
	NON-STOP MUSIC PUBLISHING, LLC
	NON-STOP PRODUCTIONS, LLC


  

			
	By:	 	Non-Stop Music Holdings, Inc., their Sole Member
		
	By:	 	 /s/ Paul M. Robinson

	Name:	 	Paul M. Robinson
	Title:	 	Vice President & Secretary










			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Raymond Delli Colli

	Name:	 	Raymond Delli Colli
	Title:	 	Vice President


 [SIGNATURE PAGE TO SUPPLEMENTAL
INDENTURE]