EX-4.5



 Exhibit 4.5 

EXECUTION VERSION 
  

 
 WMG ACQUISITION CORP., 

as the Issuer, 
 the
Guarantors party hereto 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 
  

 
 FIFTH
SUPPLEMENTAL INDENTURE 
 Dated as of April 7, 2014 

TO 
 INDENTURE 

Dated as of July 20, 2011 

as amended 
  

 
 11.50% Senior
Notes due 2018 
  
  







 FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of
April 7, 2014, among WMG Acquisition Corp., a Delaware corporation (the “Company”) as issuer, the guarantors listed on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national
banking association, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company and the Trustee entered into an Indenture, dated as of July 20, 2011, by and among the Company, the guarantors party
thereto and the Trustee, as amended through the date hereof (the “Indenture”), for the benefit of each other and for the equal and ratable benefit of the Holders of the 11.50% Senior Notes due 2018 (the “Notes”). Capitalized
terms used herein without definition have the meanings ascribed to such terms in the Indenture; 
 WHEREAS, Section 9.02 of the
Indenture provides that, subject to certain exceptions inapplicable hereto, the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (the “Requisite Consents”); 
 WHEREAS, the Company has distributed an Offer to Purchase and Consent
Solicitation Statement, dated March 26, 2014 (the “Statement”), and accompanying Consent and Letter of Transmittal, dated March 26, 2014 (the “Letter of Transmittal”), to the Holders of the Notes in connection with its
solicitation of consents (the “Consent Solicitation”) to the proposed amendments, as further described in the Statement (the “Proposed Amendments”), that provide for the elimination or amendment of certain covenants and related
provisions in the Indenture, such consents to be obtained in connection with a tender offer for the Notes (the “Tender Offer”); 

WHEREAS, the Holders of a majority of the aggregate principal amount of the Notes outstanding, not owned by the Company or any of its
affiliates, have consented to the Proposed Amendments; 
 WHEREAS, the Company and the Guarantors desire to amend the Indenture, as set
forth in Article I hereof; 
 WHEREAS, the Trustee has been directed by the Holders of the requisite principal amount of Notes to execute
and deliver this Supplemental Indenture in its capacity as Trustee; and 
 WHEREAS, the execution and delivery of this Fifth Supplemental
Indenture have been duly authorized by the Company and each Guarantor and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with. 







 NOW, THEREFORE, in consideration of the above premises, and for the purpose of memorializing the
amendments to the Indenture consented to by the Holders, each party agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows: 

ARTICLE 1 
 AMENDMENT OF
INDENTURE 
 Section 1.1 Amendment. 

(a) Section 4.06 (Compliance Certificate; Notice of Default) of the Indenture is amended and restated in its entirety to read as follows:

 “[Intentionally omitted.]” 

(b) Section 4.08 (Waiver of Stay, Extension or Usury Laws) of the Indenture is amended and restated in its entirety to read as follows:

 “[Intentionally omitted.]” 

(c) Section 4.09 (Change of Control) of the Indenture is amended and restated in its entirety to read as follows: 

“[Intentionally omitted.]” 

(d) Section 4.10 (Incurrence of Indebtedness and Issuance of Preferred Stock) of the Indenture is amended and restated in its entirety to
read as follows: 
 “[Intentionally omitted.]” 

(e) Section 4.11 (Restricted Payments) of the Indenture is amended and restated in its entirety to read as follows: 

“[Intentionally omitted.]” 

(f) Section 4.12 (Liens) of the Indenture is amended and restated in its entirety to read as follows: 

“[Intentionally omitted.]” 

  
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 (g) Section 4.13 (Asset Sales) of the Indenture is amended and restated in its entirety to
read as follows: 
 “[Intentionally omitted.]” 

(h) Section 4.14 (Transactions with Affiliates) of the Indenture is amended and restated in its entirety to read as follows: 

“[Intentionally omitted.]” 

(i) Section 4.15 (Dividend and other Payment Restrictions Affecting Subsidiaries) of the Indenture is amended and restated in its
entirety to read as follows: 
 “[Intentionally omitted.]” 

(j) Section 4.16 (Additional Subsidiary Guarantees) of the Indenture is amended and restated in its entirety to read as follows: 

“[Intentionally omitted.]” 

(k) Section 4.17 (Reports to Holders of the Notes) of the Indenture is amended and restated in its entirety to read as follows: 

“[Intentionally omitted.]” 

(l) Section 4.18 (Restriction on Certain Major Music/Media Transactions) of the Indenture is amended and restated in its entirety to read
as follows: 
 “[Intentionally omitted.]” 

(m) Section 4.20 (Payments for Consent) of the Indenture is amended and restated in its entirety to read as follows: 

“[Intentionally omitted.]” 

(n) Section 4.21 (Changes in Covenants When Notes Rated Investment Grade) of the Indenture is amended and restated in its entirety to
read as follows: 
 “[Intentionally omitted.]” 

(o) Section 5.01 (Merger, Consolidation, or Sale of Assets) of the Indenture is amended and restated in its entirety to read as follows:

 “(a) The Issuer may not (1) consolidate or merge with or into another Person (whether or not the Issuer is the
surviving Person); or (2) sell, assign, 

  
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transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless: 
 (1) either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any
such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States,
the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”); and 

(2) the Successor Company (if other than the Issuer) assumes all the obligations of the Issuer under the Notes, this Indenture,
and the Registration Rights Agreement pursuant to agreements in form reasonably satisfactory to the Trustee.” 
 (p) Section 6.01
(Events of Default) of the Indenture is amended and restated in its entirety to read as follows: 
 “Each of the following is an
“Event of Default”: 
 (1) the Issuer defaults in payment when due and payable, upon redemption,
acceleration or otherwise, of principal of, or premium, if any, on the Notes; or 
 (2) the Issuer defaults in the payment
when due of interest or Special Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days.” 

(q) Any definitions used exclusively in the provisions of the Indenture that are deleted pursuant to paragraphs (a) – (p) of
this Article I, and any definitions used exclusively within such definition, are hereby deleted in their entirety from the Indenture. 

ARTICLE 2 

MISCELLANEOUS PROVISIONS 

Section 2.1 Effect of Supplemental Indenture. 

From and after the Amendment Operative Time (as defined below), the Indenture shall be amended and supplemented in accordance herewith. Each
reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as amended and supplemented by this Fifth Supplemental


  
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Indenture unless the context otherwise requires. The Indenture as amended and supplemented by this Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument,
and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture as supplemented by this Fifth Supplemental Indenture shall be bound thereby. 

Section 2.2 Effectiveness. 

This Fifth Supplemental Indenture shall become effective and binding on the Company, the Guarantors, the Trustee and every Holder of the Notes
heretofore or hereafter authenticated and delivered under the Indenture, upon the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not
theretofore revoked such consent) to the Proposed Amendments; provided, however, that the Proposed Amendments shall become operative only upon the acceptance for purchase by the Company (the “Amendment Operative Time”) of the
Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer prior to 5:00 p.m. New York City time on April 8, 2014. 

Section 2.3 Indenture Remains in Full Force and Effect. 

Except as supplemented and amended hereby, all provisions in the Indenture shall remain in full force and effect. 

Section 2.4 Confirmation of Indenture. 

The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects confirmed and ratified. 

Section 2.5 Conflict with Trust Indenture Act. 

If any provision of this Fifth Supplemental Indenture limits, qualifies or conflicts with another provision hereof or of the Indenture which is
required or deemed to be included in this Fifth Supplemental Indenture or the Indenture by any of the provisions of the Trust Indenture Act of 1939, such required provision shall control. 

Section 2.6 Severability. 

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

  
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 Section 2.7 Successors. 

All agreements of the Company and the Guarantors in this Fifth Supplemental Indenture shall bind their successors. All agreements of the
Trustee in this Fifth Supplemental Indenture shall bind its successor. 
 Section 2.8 Certain Duties and Responsibilities of the
Trustee. 
 In entering into this Fifth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee, for itself and its successor or successors, accepts the terms of the Indenture as
amended by this Fifth Supplemental Indenture, and agrees to perform the same, but only upon the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define
and limit its liabilities and responsibilities in the performance of the trust created by the Indenture. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture other than as to the validity of its
execution and delivery by the Trustee. 
 Section 2.9 Governing Law. 

This Fifth Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York. 

Section 2.10 Duplicate Originals. 

All parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy or counterpart shall be an original, but all
of them together shall represent the same agreement. 
 Section 2.11 Effect of Headings. 

The Section headings herein are for convenience only and shall not affect the construction hereof. 

[Signature Page Follows] 

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

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

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


  

	
	Guarantors:
	
	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.


 [SIGNATURE PAGE TO FIFTH
SUPPLEMENTAL INDENTURE] 







 
	
	Guarantors (cont’d):
	
	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.
	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.


 [SIGNATURE PAGE TO FIFTH
SUPPLEMENTAL INDENTURE] 







 
	
	Guarantors (cont’d):
	
	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/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.


 [SIGNATURE PAGE TO FIFTH
SUPPLEMENTAL INDENTURE] 







 
	
	Guarantors (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


 [SIGNATURE PAGE TO FIFTH
SUPPLEMENTAL INDENTURE] 







 
			
	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


 [SIGNATURE PAGE TO FIFTH
SUPPLEMENTAL INDENTURE] 







 
			
	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


 [SIGNATURE PAGE TO FIFTH
SUPPLEMENTAL INDENTURE] 







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

	Name:	 	Raymond Delli Colli
	Title:	 	Vice President


 [SIGNATURE PAGE TO FIFTH
SUPPLEMENTAL INDENTURE]