WMG ACQUISITION CORP., as the Issuer, the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 20, 2011

Exhibit 4.7

EXECUTION VERSION

 

 

WMG ACQUISITION CORP.,

as the Issuer,

the Guarantors party hereto

and

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 

 

SECOND SUPPLEMENTAL INDENTURE

 

 

Dated as of July 20, 2011

 

 

9.50% Senior Secured Notes due 2016

 

 

 

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EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 20, 2011, among the subsidiary guarantors listed on the signature pages hereto (the “Guaranteeing Subsidiaries”), subsidiaries of WMG Acquisition Corp. (or its permitted successor), a Delaware corporation (the “Company”), the Company, WMG Holdings Corp., solely to the extent set forth in Article X and as set forth in the Security Documents and ▇▇▇▇▇ Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as amended prior to the date hereof, the “Indenture”), dated as of May 28, 2009 providing for the issuance of 9.50% Senior Secured Notes due 2016 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

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

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2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby each agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.

3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

4. NEW YORK LAW TO GOVERN. 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.

5. 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.

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

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

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

 

[Signature Page to the Supplemental Indenture to the Existing WMG Acquisition Corp. Indenture]

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[Signature Page to the Supplemental Indenture to the Existing WMG Acquisition Corp. Indenture]

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[Signature Page to the Supplemental Indenture to the Existing WMG Acquisition Corp. Indenture]

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[Signature Page to the Supplemental Indenture to the Existing WMG Acquisition Corp. Indenture]

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[Signature Page to the Supplemental Indenture to the Existing WMG Acquisition Corp. Indenture]