Exhibit 10.1
WMG ACQUISITION CORP.
Issuer
NON-STOP HOLDINGS, INC.
FUELED BY RAMEN LLC
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Trustee
TWELFTH SUPPLEMENTAL
INDENTURE
Dated as of February 2,
2009
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 TWELFTH
SUPPLEMENTAL INDENTURE is dated as of this 2
nd
day of February
2009 (the “Twelfth Supplemental Indenture”), among WMG
ACQUISITION CORP., a Delaware corporation (the
“Company”), NON-STOP HOLDINGS, INC. AND FUELED BY RAMEN
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, 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., as further amended by the Tenth
Supplemental Indenture, dated as of November 28, 2007, among
the Company, the Trustee, 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, and as further amended by the
Eleventh Supplemental Indenture, dated as of February 5, 2008,
among the Company, the Trustee, Rhino Name & Likeness
Holdings, LLC, Rhino/FSE Holdings, LLC and Network Licensing
Collection LLC (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
w
