EX-4.2



 Exhibit 4.2 

SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF 

DOLLAR-DENOMINATED 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 
  

 
 FOURTH
SUPPLEMENTAL INDENTURE 
 DATED AS OF APRIL 9, 2014 

to the 
 INDENTURE 

DATED AS OF NOVEMBER 1, 2012 

Providing for the Issuance of 

5.625% Senior Secured Notes Due 2022 







 FOURTH 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, the Trustee, the Notes Authorized Representative and the Collateral Agent are party to the
Indenture, dated as of November 1, 2012 (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 Additional Notes in accordance with
the limitations set forth in the Indenture as of the Issue Date; 
 WHEREAS, in connection with the issuance of the 2022 Dollar 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 Dollar 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 “5.625% Senior Secured Notes due 2022” (the
“2022 Dollar Notes”), which Notes shall be Dollar-denominated. 
 3. Maturity Date. The Maturity Date of the 2022
Dollar Notes shall be April 15, 2022. 
 4. Interest and Interest Rates. Interest on the outstanding principal amount of 2022
Dollar Notes will accrue at the rate of 5.625% 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 Dollar 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 Dollar 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 Dollar Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional 2022 Dollar Notes (or if the date of issuance of such Additional 2022
Dollar Notes is an Interest Payment Date, from such date of issuance); provided that if any 2022 Dollar 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 Dollar Notes that may be authenticated and
delivered and outstanding under the Indenture is not limited. The aggregate principal amount of the 2022 Dollar Notes shall initially be $275.0 million. The Company may from time to time, without the consent of the Holders (but subject to the
limitations in Article IV of the Indenture), create and issue Additional Notes having the same terms and conditions as the 2022 Dollar 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 Dollar Notes (any such Additional Notes, “Additional 2022 Dollar
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 Dollar 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 Dollar 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 Dollar Note on any applicable Redemption Date, the greater of: 
  

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

  

	 	(2)	the excess, if any, of: 

 (a) the present value at such redemption date of (i) the
redemption price of the 2022 Dollar 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 Dollar 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 Dollar 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 Dollar 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 Dollar 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
	  	 	104.219	% 
	 2018
	  	 	102.813	% 
	 2019
	  	 	101.406	% 
	 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 Dollar Notes (including the aggregate principal amount of any Additional 2022 Dollar Notes) issued under the Indenture, at its option, at a redemption price equal to 105.625% of the principal amount of
the 2022 Dollar 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 Dollar Notes
originally issued under the Indenture (including the aggregate principal amount of any Additional 2022 Dollar 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) In addition, during any twelve-month period prior to April 15, 2017, the Company may redeem up to 10% of the original aggregate
principal amount of the 2022 Dollar Notes (including the principal amount of any Additional 2022 Dollar Notes at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the
Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). 







 (e) The Company may acquire 2022 Dollar 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. 

(f) 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. Modifications to Indenture. The following terms of the Indenture are hereby amended solely with respect to the 2022
Dollar Notes and not with respect to the Original Notes as follows: 
 (a) Section 1.01 is amended by: 

(i) in clause (1) of the definition of “Permitted Investments”, adding the text: “the Issuer or” immediately prior to
“another Restricted Subsidiary”; 
 (ii) replacing clause (13) in the definition of “Permitted Liens” with the
following: 
 “(13) pledges, deposits or other Liens under workers’ compensation, unemployment insurance and other social security
laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits or other Liens to secure public or statutory obligations, or deposits or other Liens as security for
contested taxes or import or customs duties or for the payment of rent, or deposits or other Liens securing liabilities to insurance carriers under insurance or self-insurance arrangements, in each case incurred in the ordinary course of business or
consistent with past practice;” 
 (iii) replacing clause (26) of the definition of “Permitted Liens” with the
following: 
 “(26) Liens securing (i) Indebtedness in an aggregate principal amount (as of the date of incurrence of any such
Indebtedness and after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the








 
entire committed amount of such Indebtedness)), not exceeding the greater of (A) $2,275 million and (B) the maximum aggregate principal amount of Senior Secured Indebtedness that could
be incurred without exceeding a Senior Secured Indebtedness to EBITDA Ratio for the Issuer of 4.00 to 1.00 and (ii) Revolving Credit Agreement Indebtedness not to exceed at any time outstanding $180.0 million;” 

(iv) adding the following text to the end of the definition of “Permitted Liens”: 

“For purposes of determining compliance with any U.S. dollar-denominated restriction in this definition, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of
revolving credit debt; provided that if such Indebtedness is incurred to extend, replace refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or
defeasance would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such
U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of, premium, if any, and accrued interest on, the Indebtedness being
extended, replaced, refunded, refinanced, renewed or defeased plus any fees, premiums, underwriting discounts, costs and expenses relating to such extension, replacement, refunding, refinancing, renewal or defeasance.” 

(v) in the definition of “Revolving Credit Agreement Indebtedness”, deleting the text “150.0” in each instance and
inserting “180.0” in lieu thereof. 
 (vi) amending and restating the definition of “Senior Secured Indebtedness” as
follows: 
 ‘“Senior Secured Indebtedness” means, with respect to any Person, the aggregate amount, without duplication, of
Indebtedness for borrowed money of such Person as of the end of the most recently ended fiscal quarter for which internal financial statements are available plus the amount of any Indebtedness for borrowed money of such Person incurred subsequent to
the end of such fiscal quarter and minus the amount of any Indebtedness for borrowed money of such Person redeemed, repaid, retired or extinguished subsequent to the end of such fiscal quarter, as determined in accordance with GAAP, secured by Liens
other than Permitted Liens (excluding Permitted Liens incurred pursuant to clause (26) of the definition thereof, provided that Revolving Credit Agreement Indebtedness so secured shall be excluded from the calculation of Senior Secured
Indebtedness). In addition, to the extent that any Indebtedness is incurred pursuant to Section 4.10(b)(1)(I)(B), or is secured by any Lien pursuant to clause (26)(i)(B) of the definition of “Permitted Liens”, such Indebtedness
may be refinanced from time to time with other Indebtedness 







 
(including by Indebtedness refinancing any such refinancing Indebtedness) in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) not exceeding the
principal amount of, and premium (if any) and accrued interest on, the Indebtedness being refinanced plus any fees, premiums, underwriting discounts, costs and expenses relating to such refinancing, and such refinancing Indebtedness may be secured
by any Lien, without further compliance with the Senior Secured Indebtedness to EBITDA Ratio thereunder.’ 
 (b)
Section 4.10(b)(1) is amended and restated in its entirety as follows: 
 “(1) (I) Indebtedness under the Notes and one or
more Credit Agreements together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a
principal amount equal to the face amount thereof) and other Indebtedness, up to an aggregate principal amount, together with amounts outstanding under a Qualified Securitization Financing incurred pursuant to clause (17) below, not to exceed
at any one time outstanding the greater of (A) $2,275 million and (B) the maximum aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the
application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness)) that can be incurred without exceeding a
Senior Secured Indebtedness to EBITDA Ratio for the Issuer of 4.00 to 1.00 (it being understood that for purposes of determining compliance under this clause (1), any Indebtedness incurred under this clause (1) (whether or not secured), other
than Revolving Credit Agreement Indebtedness, will be included in the amount of Senior Secured Indebtedness for purposes of calculating the Senior Secured Indebtedness to EBITDA Ratio) and (II) Revolving Credit Agreement Indebtedness not to exceed
at any time outstanding $180.0 million;” 
 (c) Section 4.11(b) is amended to delete the word “and” at the end of
clause (18), and immediately following the semicolon at the end of clause (19), insert: 
 “and 

(20) the declaration and payment of dividends to, or the making of loans to, Holdings funded directly or indirectly with proceeds of
Indebtedness incurred by the Issuer or any of its Subsidiaries, the proceeds of which are applied solely to the repurchase, redemption, defeasance or other acquisition or retirement for value of any Holdings Notes, including, for the avoidance of
doubt, amounts in respect of the principal amount of, and premium, if any, and accrued interest on, the Holdings Notes being so repurchased, redeemed, defeased or otherwise acquired or retired for value plus any fees, premiums, underwriting
discounts, costs and expenses related to such repurchase, redemption, defeasance or other acquisition or retirement for value, provided that the maturity of such Indebtedness shall be no earlier, and the Weighted Average Life to Maturity of such
Indebtedness shall be no shorter, than the maturity or Weighted Average Life to Maturity, as applicable, of the Holdings Notes;” 







 (d) Section 4.17 is amended and restated in its entirety as follows: 

“SECTION 4.17. Reports to Holders. 

(a) The Issuer will furnish to the Trustee and the Holders of Notes, as their names and addresses appear in the note register, or make
available on the Issuer’s website: 
 (1) within 90 days after the end of each fiscal year, annual audited consolidated
financial statements for such fiscal year prepared in accordance with GAAP, together with a report on the annual financial statements by the Issuer’s certified independent accountants and a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and
file such form); it being understood that the Issuer shall not be required to include any separate consolidating financial information with respect to the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer, or any separate
financial statements or information for the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer; and 
 (2)
within 45 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited consolidated financial statements for such fiscal quarter prepared in accordance with GAAP, together with a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Issuer (if the Issuer were required
to prepare and file such form); it being understood that the Issuer shall not be required to include any separate consolidating financial information with respect to the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer, or any
separate financial statements or information for the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer; and 

(3) information substantially similar to the information that would be required to be included in a Current Report on Form 8-K
(as in effect on the Issue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and file such form) pursuant to Item 1.01 (Entry Into a Material Definitive Agreement) (with respect to acquisitions and dispositions
only), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 4.01 (Changes in Registrant’s Certifying Accountants) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for
the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would
have been required for a current report on Form 8-K; provided that no such information shall be required to be furnished if the Issuer determines in its good faith judgment that such information is not material to the Holders of the Notes or the
business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole. 







 (b) In addition, the Issuer will make such information available to securities analysts and
prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (c) Notwithstanding the foregoing provisions of this
Section 4.17, the Issuer will be deemed to have furnished the information referred to in clauses (a)(1), (2) and (3) above to the Trustee and the Holders of the Notes if the Issuer (or any parent company of the Issuer) has filed
reports containing such information with the Commission via the EDGAR filing system and such reports are publicly available (it being understood that the Trustee shall not be responsible for determining whether such filings have been made, that
delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable therefrom).

 (d) In addition, if at any time any parent company of the Issuer incurs a guarantee of the Notes (there being no obligation of any parent
company of the Issuer 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 furnished to Holders of the
Notes pursuant to this Section 4.17 may, at the option of the Issuer, be those of such parent company rather than the Issuer.” 

8. Form. The 2022 Dollar Notes shall be issued substantially in the form set forth, or referenced, in Article Two of the Indenture, and
Exhibit A-1 or Exhibit C-1 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 FOURTH
SUPPLEMENTAL INDENTURE]