Tenth Supplemental Indenture, dated as of November 28, 2007



 Exhibit 4.11 
  

 WMG ACQUISITION CORP. 
 Issuer 
 NON-STOP MUSIC PUBLISHING, LLC 
 NON-STOP PRODUCTIONS, LLC 
 NON-STOP MUSIC LIBRARY, LLC 
 NON-STOP INTERNATIONAL PUBLISHING, LLC 
 NON-STOP OUTRAGEOUS PUBLISHING, LLC 
 NON-STOP CATACLYSMIC MUSIC, LLC 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 
 Trustee 
  

 TENTH SUPPLEMENTAL INDENTURE 
 Dated as of
November 28, 2007 
 TO 
 INDENTURE 
 Dated as of April 8, 2004 
 as amended 
 U.S. Dollar-denominated 7 3/8% Senior Subordinated Notes due 2014 
 Sterling-denominated 8 1/8% Senior Subordinated Notes due 2014 
  








 This TENTH SUPPLEMENTAL INDENTURE is dated as of this 28th day of November 2007 (the “Tenth
Supplemental Indenture”), among WMG ACQUISITION CORP., a Delaware corporation (the “Company”), NON-STOP MUSIC PUBLISHING, LLC, NON-STOP PRODUCTIONS, LLC, NON-STOP MUSIC LIBRARY, LLC, NON-STOP INTERNATIONAL PUBLISHING, LLC, NON-STOP
OUTRAGEOUS PUBLISHING, LLC AND NON-STOP CATACLYSMIC MUSIC, LLC (each, a “Subsidiary Guarantor,” and collectively, the “Subsidiary Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the
“Trustee”). 
 WHEREAS, the Company, the guarantors parties thereto and the
Trustee entered into an Indenture dated as of April 8, 2004, as amended by the First Supplemental Indenture, dated as of November 16, 2004 among the Company, the Trustee, WEA Urban LLC and WEA Rock LLC (since renamed Asylum Records LLC and
East West Records LLC, respectively), as further amended by the Second Supplemental Indenture, dated as of May 17, 2005, among the Company, the Trustee, NonZero, LLC (since renamed Cordless Recordings LLC) and The Biz LLC, as further amended by
the Third Supplemental Indenture, dated as of September 28, 2005, among the Company, the Trustee and Lava Records LLC, as further amended by the Fourth Supplemental Indenture, dated as of October 26, 2005, among the Company, the Trustee
and BB Investments LLC, as further amended by the Fifth Supplemental Indenture, dated as of November 29, 2005, among the Company, the Trustee and Perfect Game Recording Company LLC, as further amended by the Sixth Supplemental Indenture, dated
as of June 30, 2006, among the Company, the Trustee, En Acquisition Corp., Rep Sales, Inc., Restless Acquisition Corp., Ryko Corporation, Rykodisc, Inc., Rykomusic, Inc., Warner Music Austria Beteiligungsmanagement GmbH, Warner Music Austria
Holding GmbH, Warner Music Canada Asset Holdings LLC and Warner Music Investments Luxembourg S.a.r.l., as further amended by the Seventh Supplemental Indenture, dated as of September 29, 2006, among the Company, the Trustee, Alternative
Distribution Alliance, Maverick Recording Company and Maverick Partner Inc., as further amended by the Eighth Supplemental Indenture, dated as of November 29, 2006, among the Company, the Trustee, Atlantic Productions LLC and FBR Investments
LLC, and as further amended by the Ninth Supplemental Indenture, dated as of August 3, 2007, among the Company, the Trustee, Atlantic Mobile LLC, Atlantic Scream LLC, Bulldog Entertainment Group LLC, Bulldog Island Events LLC, Griffen Corp. and
Non-stop Music Holdings Inc. (collectively, the “Indenture”), for the benefit of each other and for the equal and ratable benefit of the Holders of the U.S. Dollar-denominated 7 3/
8% Senior Subordinated Notes due 2014 and the Sterling-denominated 8 1/8% Senior Subordinated Notes due 2014 (the “Notes”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Indenture; 
 WHEREAS, Section 4.16 of the Indenture requires the Company to cause certain Restricted Subsidiaries to execute and deliver a supplemental indenture
to the Indenture providing for issuance by such Restricted Subsidiary of a Subsidiary Guarantee of payment of the Notes; 
 WHEREAS,
Section 9.01(6) of the Indenture provides that, without the consent of the Holders, the Company and the Trustee, together, may amend or supplement the Indenture, the Guarantees and the Notes without notice to or consent of any Holder to add a
Guarantee of the Notes; 







 WHEREAS, the Company and the Subsidiary Guarantors desire and have requested the Trustee to join with it
in the execution and delivery of this Tenth Supplemental Indenture; 
 NOW, THEREFORE, in consideration of the addition of the Subsidiary
Guarantors named below as Subsidiary Guarantors hereunder, the Company and each of the Subsidiary Guarantors named below covenant and agree with the Trustee as follows: 
 1. Each of Non-Stop Music Publishing, LLC, Non-Stop Productions, LLC, Non-Stop Music Library, LLC, Non-Stop International Publishing, LLC, Non-Stop Outrageous Publishing, LLC and Non-Stop Cataclysmic Music, LLC shall
become a Subsidiary Guarantor as of the date of this Tenth Supplemental Indenture by execution and delivery of this Tenth Supplemental Indenture. 
 2. The Indenture, as supplemented and amended by this Tenth Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Tenth Supplemental Indenture shall be read, taken and construed as one and the same
instrument. 
 3. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in
this Tenth Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. 
 4. All
covenants and agreements in this Tenth Supplemental Indenture by the Company and each of the Subsidiary Guarantors shall bind their respective successors and assigns, whether so expressed or not. 
 5. In case any provision in this Tenth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. 
 6. Nothing in this Tenth Supplemental Indenture, expressed
or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders any benefit or any legal or equitable right, remedy or claim under this Tenth Supplemental Indenture. 
 7. THIS TENTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

8. This Tenth Supplemental Indenture shall comply with the Trust Indenture Act as then in effect. 
 9. The Tenth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument. 
 10. In case any one or more of the provisions of this Tenth Supplemental Indenture or
in the Notes 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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 11. The recitals contained herein shall be taken as statements of the Issuer and each of the Subsidiary
Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of the Indenture, this Tenth Supplemental Indenture or of the Notes and shall not be accountable for
the use or application by the Company of the Notes or the proceeds thereof. 
  

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 IN WITNESS WHEREOF, the parties have executed this Tenth Supplemental Indenture as of the date first
written above. 
  

			
	WMG ACQUISITION CORP.
		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Executive Vice President, General Counsel
	
	 NON-STOP MUSIC PUBLISHING, LLC,
By: Non-Stop Music Holdings Inc.

		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President
	
	 NON-STOP PRODUCTIONS, LLC,
By: Non-Stop Music Holdings Inc.

		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President
	
	 NON-STOP MUSIC LIBRARY, LLC,
By: Non-Stop Music Holdings Inc.

		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President


  

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	 NON-STOP INTERNATIONAL PUBLISHING, LLC,
By: Non-Stop Music Holdings Inc.

		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President
	
	 NON-STOP OUTRAGEOUS PUBLISHING, LLC,
By: Non-Stop Music Holdings Inc.

		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President
	
	 NON-STOP CATACLYSMIC, LLC,
By: Non-Stop Music Holdings Inc.

		
	By:	 	 /s/ Paul Robinson

	Name:	 	Paul Robinson
	Title:	 	Vice President


  

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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
		
	By:	 	 /s/ Timothy Mowdy

	Name:	 	Timothy Mowdy
	Title:	 	Vice President


  

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