EX-4.3





 Exhibit 4.3 

SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF 

EURO-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 
  

 
 SECOND
SUPPLEMENTAL INDENTURE 
 DATED AS OF JUNE 29, 2020 

to the 
 INDENTURE 

DATED AS OF JUNE 29, 2020 

Providing for the Issuance of 

2.750% Senior Secured Notes Due 2028 

  
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 SECOND SUPPLEMENTAL INDENTURE, dated as of June 29, 2020 (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 June 29, 2020 (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 Euro Notes in accordance with
the limitations set forth in the Indenture as of the Closing Date; 
 WHEREAS, in connection with the issuance of the 2028 Euro 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 2028 Euro 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 “2.750% Senior Secured Notes due 2028” (the
“2028 Euro Notes”), which Notes shall be Euro denominated. 
 3. Maturity Date. The Maturity Date of the 2028 Euro
Notes shall be July 15, 2028. 
 4. Interest and Interest Rates. Interest on the outstanding principal amount of 2028 Euro Notes
will accrue at the rate of 2.750% per annum and will be payable semi-

  
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annually in arrears on January 15 and July 15 in each year, commencing on January 15, 2021, to holders of record on the immediately preceding January 1 and July 1,
respectively (each such January 1 and July 1, a “Record Date”). Interest on the 2028 Euro 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
June 29, 2020, except that interest on any Additional 2028 Euro 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, from June 29, 2020 (or if the date of issuance of such Additional 2028 Euro Notes is an Interest Payment Date, from such date of
issuance); provided that if any 2028 Euro 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 2028 Euro Notes that may be authenticated and delivered and outstanding under the Indenture is not limited. The aggregate principal amount of the 2028 Euro Notes shall initially be
€325 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 2028 Euro 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 2028 Euro Notes (any such
Additional Notes, “Additional 2028 Euro 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 2028 Euro Notes may be redeemed, in whole or in part, at any time prior to July 15,
2023, at the option of the Company, at a redemption price equal to 100% of the principal amount of the 2028 Euro 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 2028 Euro Note on any applicable Redemption Date, the greater of: 
 (1) 1.0% of the then
outstanding principal amount of such 2028 Euro Note; and 
 (2) the excess, if any, of: 

  
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 (a) the present value at such redemption date of (i) the redemption price of the
2028 Euro Note at July 15, 2023 (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 2028 Euro Note through July 15, 2023
(excluding accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Bund Rate as of such redemption date plus 75.0 basis points; over 

(b) the then outstanding principal amount of the 2028 Euro Note. 

“Bund Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of direct
obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as officially compiled and published in the most recent financial statistics that have become publicly available at least two business
days (but not more than five business days) prior to such redemption date (or, if such financial statistics are not so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly
equal to the period from such redemption date to July 15, 2023; provided, however, that if the period from such redemption date to July 15, 2023 is not equal to the constant maturity of the direct obligation of the Federal
Republic of Germany for which a weekly average yield is given, the Bund Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of direct
obligations of the Federal Republic of Germany for which such yields are given; provided that if the Bund Rate determined in accordance with the foregoing shall be less than zero, the Bund Rate shall be deemed to be zero for all purposes of the
Indenture. 
 (b) On or after July 15, 2023, the Company may redeem all or a part of the 2028 Euro 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 2028 Euro Notes to be redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning
on July 15 of the years indicated below: 
  

			
	Year	  	Percentage
	 2023
	  	101.375%
	 2024
	  	100.688%
	 2025 and thereafter
	  	100.000%

 (c) At any time prior to July 15, 2023, the Company may on any one or more occasions redeem up to 40% of
the aggregate principal amount of 2028 Euro Notes (including the aggregate principal amount of any Additional 2028 Euro Notes) issued under the Indenture, at its option, at a redemption price equal to 102.750% of the principal amount of the 2028
Euro Notes redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption (subject to the rights of Holders on the relevant 

  
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Record Date to receive interest on the relevant interest payment date) (each, a “Note Equity Offering Redemption”), 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 2028 Euro Notes originally issued under the Indenture (including the
aggregate principal amount of any Additional 2028 Euro Notes) remains outstanding immediately after the occurrence of such redemption (unless all such 2028 Euro Notes are otherwise repurchased or redeemed substantially concurrently with the
corresponding Note Equity Offering Redemption); and 
 (ii) notice of such redemption is given no more than 180 days after the date of, and
may be conditioned upon, the closing of such Equity Offering. 
 (d) In addition, during any twelve-month period prior to July 15,
2023, the Company may redeem up to 10% of the original aggregate principal amount of the 2028 Euro Notes (including the principal amount of any Additional 2028 Euro Notes) at a redemption price equal to 103% 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 2028 Euro 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 event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof. 

7. [Reserved]. 
 8.
Form. The 2028 Euro Notes shall be issued substantially in the form set forth, or referenced, in Article Two of the Indenture, and Exhibit A-2 or Exhibit C-2
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


  
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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. 
 13. Electronic Execution of Documents. The words “execution”,
“signed”, “signature”, and words of like import in any amendment, supplement or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Without limitation to the
foregoing, and anything in this Supplemental Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, company order, Opinion of Counsel, Note, amendment, notice, direction, certificate of authentication appearing on or
attached to any Note, supplemental indenture or other certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to the Indenture or this Supplemental Indenture may be executed, attested and transmitted by any of the
foregoing electronic means and formats and (b) all references to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature
shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats. The Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature
and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. 

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

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

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



  
 [SIGNATURE
PAGE TO SECOND SUPPLEMENTAL INDENTURE] 













 
			
	Guarantors:
	
	 A.P. SCHMIDT CO.
 ARTS MUSIC
INC.
 ATLANTIC RECORDING CORPORATION
 ATLANTIC/MR VENTURES
INC.
 AUDIO PROPERTIES/BURBANK, INC.
 BIG BEAT RECORDS INC.

CAFÉ AMERICANA INC.
 CHAPPELL MUSIC COMPANY, INC.

COTA MUSIC, INC.
 COTILLION MUSIC, INC.

CRK MUSIC INC.
 E/A MUSIC, INC.

ELEKSYLUM MUSIC, INC.
 ELEKTRA ENTERTAINMENT GROUP INC.

ELEKTRA GROUP VENTURES INC.
 ELEKTRA MUSIC GROUP INC.

ELEKTRA/CHAMELEON VENTURES INC.
 FHK, INC.

FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.
 FOSTER FREES MUSIC,
INC.
 GENE AUTRY’S WESTERN MUSIC PUBLISHING CO.
 GOLDEN
WEST MELODIES, INC.
 INSOUND ACQUISITION INC.
 INTERSONG
U.S.A., INC.
 J. RUBY PRODUCTIONS, INC.
 JADAR MUSIC CORP.

LEM AMERICA, INC.
 LONDON-SIRE RECORDS INC.

MAVERICK PARTNER INC.
 MCGUFFIN MUSIC INC.

MELODY RANCH MUSIC CO., INC.
 MIXED BAG MUSIC, INC.

NONESUCH RECORDS INC.

NON-STOP MUSIC HOLDINGS, INC.

OCTA MUSIC, INC.
 PEPAMAR MUSIC CORP.

REP SALES, INC.




  
 [SIGNATURE
PAGE TO SECOND SUPPLEMENTAL INDENTURE] 














			
	(cont-d):
	
	 REVELATION MUSIC PUBLISHING CORPORATION

RHINO ENTERTAINMENT COMPANY
 RICK’S MUSIC INC.

RIDGEWAY MUSIC CO., INC.
 RIGHTSONG MUSIC INC.

ROADRUNNER RECORDS, INC.
 RYKO CORPORATION

RYKODISC, INC.
 RYKOMUSIC, INC.

SEA CHIME MUSIC, INC.

SIX-FIFTEEN MUSIC PRODUCTIONS, INC.

SR/MDM VENTURE INC.
 SUMMY-BIRCHARD, INC.

SUPER HYPE PUBLISHING, INC.
 THE ALL BLACKS U.S.A., INC.

TOMMY VALANDO PUBLISHING GROUP, INC.
 UNICHAPPELL MUSIC INC.

W.C.M. MUSIC CORP.
 WALDEN MUSIC INC.

WARNER ALLIANCE MUSIC INC.
 WARNER BRETHREN INC.

WARNER MUSIC PUBLISHING INTERNATIONAL INC.
 WARNER 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




  
 [SIGNATURE
PAGE TO SECOND SUPPLEMENTAL INDENTURE] 














			
	(cont-d):
	
	 WARNERSONGS, INC.
 WARNER-TAMERLANE
PUBLISHING CORP.
 WARPRISE MUSIC INC.
 WC GOLD MUSIC CORP.

W CHAPPELL MUSIC CORP.
 WCM/HOUSE OF GOLD MUSIC, INC.

WARNER RECORDS/QRI VENTURE, INC.
 WARNER RECORDS/RUFFNATION
VENTURES, INC.
 WEA EUROPE INC.
 WEA INC.

WEA INTERNATIONAL INC.
 WIDE MUSIC, INC.

WMG RHINO HOLDINGS INC.
 ARTIST ARENA LLC

ASYLUM LLC
 ASYLUM RECORDS LLC

ASYLUM WORLDWIDE LLC
 ATLANTIC MOBILE LLC

ATLANTIC PIX LLC
 ATLANTIC PRODUCTIONS LLC

ATLANTIC RECORDING 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

ELEKTRA MUSIC LLC
 ELEKTRA RECORDS LLC

FERRET MUSIC HOLDINGS LLC
 FERRET MUSIC LLC

FERRET MUSIC MANAGEMENT LLC
 FERRET MUSIC TOURING LLC

FOZ MAN MUSIC LLC
 FUELED BY RAMEN LLC

LAVA RECORDS LLC
 MM INVESTMENT LLC

P & C PUBLISHING LLC




  
 [SIGNATURE
PAGE TO SECOND SUPPLEMENTAL INDENTURE] 














			
	(cont-d):
	
	 RHINO NAME & LIKENESS HOLDINGS, LLC

RHINO ENTERTAINMENT LLC
 RHINO FOCUS HOLDINGS LLC

RHINO/FSE HOLDINGS, LLC
 SODATONE USA LLC

T-BOY MUSIC, L.L.C.
 T-GIRL MUSIC, L.L.C.
 THE BIZ LLC

UPPED.COM LLC
 UPROXX LLC

WARNER MUSIC DISTRIBUTION LLC
 WARNER MUSIC NASHVILLE LLC

WARNER RECORDS/SIRE VENTURES LLC
 WARNER RECORDS LLC

WMG COE, LLC
 WMG PRODUCTIONS LLC

WRONG MAN DEVELOPMENT LIMITED LIABILITY COMPANY



  

					
	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


  

					
	WARNER MUSIC INC.
		
	By:	 	 /s/ Paul M. Robinson

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



  
 [SIGNATURE
PAGE TO SECOND SUPPLEMENTAL INDENTURE] 













 
					
	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 SECOND SUPPLEMENTAL INDENTURE] 













 
					
	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



  
 [SIGNATURE
PAGE TO SECOND SUPPLEMENTAL INDENTURE] 













 
					
	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 SECOND SUPPLEMENTAL INDENTURE] 













 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Stefan Victory

		 	Authorized Signatory



  
 [SIGNATURE
PAGE TO SECOND SUPPLEMENTAL INDENTURE]