Attached files

file filename
8-K - FORM 8-K - WMG Acquisition Corpd8k.htm
EX-4.3 - INDENTURE (13.75% SENIOR NOTES DUE 2019) - WMG Acquisition Corpdex43.htm
EX-4.5 - SUPPLEMENTAL INDENTURE (11.50% SENIOR NOTES DUE 2018) - WMG Acquisition Corpdex45.htm
EX-4.4 - SUPPLEMENTAL INDENTURE (9.50% SENIOR SECURED NOTES DUE 2016) - WMG Acquisition Corpdex44.htm
EX-4.8 - REGISTRATION RIGHTS AGREEMENT (9.50% SENIOR SECURED NOTES DUE 2016) - WMG Acquisition Corpdex48.htm
EX-4.2 - INDENTURE (11.5% SENIOR NOTES DUE 2018) - WMG Acquisition Corpdex42.htm
EX-4.6 - SUPPLEMENTAL INDENTURE (13.75% SENIOR NOTES DUE 2019) - WMG Acquisition Corpdex46.htm
EX-4.7 - SECOND SUPPLEMENTAL INDENTURE - WMG Acquisition Corpdex47.htm
EX-3.1 - THIRD AMENDED AND RESTATED BY-LAWS OF WARNER MUSIC GROUP CORP. - WMG Acquisition Corpdex31.htm
EX-4.1 - INDENTURE (9.5% SENIOR SECURED NOTES DUE 2016) - WMG Acquisition Corpdex41.htm
EX-4.9 - REGISTRATION RIGHTS AGREEMENT (11.50% SENIOR NOTES DUE 2018) - WMG Acquisition Corpdex49.htm
EX-99.1 - PRESS RELEASE ANNOUNCING EXPIRATION OF CASH TENDER OFFERS - WMG Acquisition Corpdex991.htm
EX-4.24 - SECURITY AGREEMENT SUPPLEMENT - WMG Acquisition Corpdex424.htm
EX-10.3 - MANAGEMENT AGREEMENT - WMG Acquisition Corpdex103.htm
EX-4.12 - JOINDER AGREEMENT - DUE 2018 - WMG Acquisition Corpdex412.htm
EX-4.22 - SATISFACTION AND DISCHARGE OF INDENTURE - WMG Acquisition Corpdex422.htm
EX-4.19 - COPYRIGHT SECURITY AGREEMENT, MADE BY SIX-FIFTEEN MUSIC PRODUCTIONS - WMG Acquisition Corpdex419.htm
EX-4.13 - JOINDER AGREEMENT - DUE 2019 - WMG Acquisition Corpdex413.htm
EX-4.17 - COPYRIGHT SECURITY AGREEMENT, MADE BY FERRET MUSIC HOLDINGS LLC - WMG Acquisition Corpdex417.htm
EX-4.11 - JOINDER AGREEMENT - DUE 2016 - WMG Acquisition Corpdex411.htm
EX-4.25 - GUARANTEE - WMG Acquisition Corpdex425.htm
EX-4.20 - COPYRIGHT SECURITY AGREEMENT, MADE BY SUMMY-BIRCHARD, INC. - WMG Acquisition Corpdex420.htm
EX-4.18 - COPYRIGHT SECURITY AGREEMENT, MADE BY J. RUBY PRODUCTIONS, INC. - WMG Acquisition Corpdex418.htm
EX-4.10 - REGISTRATION RIGHTS AGREEMENT (13.75% SENIOR NOTES DUE 2019) - WMG Acquisition Corpdex410.htm
EX-10.1 - CREDIT AGREEMENT - WMG Acquisition Corpdex101.htm
EX-4.16 - COPYRIGHT SECURITY AGREEMENT, MADE BY FERRET MUSIC LLC - WMG Acquisition Corpdex416.htm
EX-4.14 - COPYRIGHT SECURITY AGREEMENT, MADE BY 615 MUSIC LIBRARY, LLC - WMG Acquisition Corpdex414.htm
EX-4.21 - TRADEMARK SECURITY AGREEMENT - WMG Acquisition Corpdex421.htm
EX-10.2 - SUBSIDIARY GUARANTY - WMG Acquisition Corpdex102.htm
EX-4.15 - COPYRIGHT SECURITY AGREEMENT, MADE BY THE ALL BLACKS, INC. - WMG Acquisition Corpdex415.htm

Exhibit 4.23

EXECUTION COPY

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

  As trustee (the “Trustee”) under the Indenture, dated as of December 23, 2004, among WMG Holdings Corp., Delaware corporation (the “Company”), Warner Music Group Corp. as guarantor (the “Guarantor”) and the Trustee, as amended prior to the date hereof.

TO

WMG Holdings Corp.

a Delaware Corporation

 

 

Satisfaction and Discharge of Indenture

Dated as of July 21, 2011

Discharging the Indenture, dated as of December 23, 2004, among the Company,

the Guarantor and the Trustee, as amended prior to the date hereof.

 

 

 

 


SATISFACTION AND DISCHARGE OF INDENTURE

THIS DOCUMENT, dated as of July 21, 2011 (hereinafter referred to as “Satisfaction of Indenture”), relates to that certain Indenture, dated as of December 23, 2004 (as amended prior to the date hereof, the “Indenture”), among WMG Holdings Corp. (the “Company”), Warner Music Group Corp. as guarantor (the “Guarantor”) and Wells Fargo Bank, National Association., as trustee (the “Trustee”). Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Indenture.

WHEREAS, on July 20, 2011 (the “Redemption Notice Date”), the Company delivered an irrevocable notice of redemption (the “Redemption Notice”) relating to all of its outstanding 9.5% Senior Discount Notes due 2014 (the “Notes”) that had not been tendered to the Company and accepted by the Company for payment as of July 20, 2011 (the “Remaining Notes”);

WHEREAS, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds solely for the benefit of the Holders, cash in U.S. dollars in an amount as will be sufficient to pay and discharge the entire Indebtedness on the Remaining Notes not heretofore delivered to the Trustee for cancellation, for principal of, and premium and accrued interest on, the Remaining Notes to August 19, 2011, the date specified in the Redemption Notice for redemption of the Remaining Notes (the “Redemption Date”);

WHEREAS, the Company has delivered irrevocable instructions to the Trustee to apply the deposited funds toward the payment of the principal of and premium on the Remaining Notes and accrued interest thereon to the Redemption Date;

WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all covenants and conditions precedent under the Indenture relating to the termination of its obligations under the Remaining Notes and the Indenture have been complied with; and

WHEREAS, pursuant to Section 8.01 of the Indenture, the Company has requested the Trustee to cancel and discharge the Indenture, and to execute and deliver to the Company this Satisfaction of Indenture;

NOW, THEREFORE, THIS SATISFACTION OF INDENTURE WITNESSETH:

ARTICLE I

Satisfaction and Discharge

The Trustee, pursuant to the provisions of Section 8.01 of the Indenture, hereby acknowledges that the Company’s obligations under the Indenture and the Remaining Notes have been satisfied and hereby cancels the Indenture and the Remaining Notes, and the Indenture is hereby discharged and hereby ceases to be of further effect as to all Remaining Notes outstanding, except with respect to those obligations that the Indenture provides shall survive the satisfaction and discharge thereof.

[Signature Page Follows]


IN WITNESS WHEREOF, WELLS FARGO BANK, NATIONAL ASSOCIATION has caused its corporate name to be hereunto affixed, and this instrument to be signed by one of its responsible officers, all as of the day and year first above written.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

/s/ Raymond Delli Colli

By: Raymond Delli Colli

Authorized Officer

[Signature Page to WMG Holdings Satisfaction and Discharge]