Exhibit 4.3
Execution
Version
COPYRIGHT SECURITY
AGREEMENT
This Copyright Security Agreement
(as amended, amended and restated, supplemented or otherwise
modified from time to time, the “ Copyright Security
Agreement ”), dated as of May 28, 2009, is made by
the Persons listed on the signature pages hereof (collectively, the
“ Grantors ”) in favor of Wells Fargo Bank,
National Association, as collateral agent (the “
Collateral Agent ”) for the Secured Parties (as
defined in the Security Agreement referred to below).
WHEREAS, WMG Acquisition Corp., a
Delaware corporation, has entered into an Security Agreement, dated
as of May 28, 2009, made by the Grantors to the Collateral
Agent (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “ Security Agreement
”). Capitalized terms not otherwise defined herein have the
meanings set forth in the Security Agreement.
WHEREAS, under the terms of the
Security Agreement, the Grantors have granted to the Collateral
Agent, for the ratable benefit of the Secured Parties, a security
interest in, among other property, certain Copyrights (as defined
below) of the Grantors, and have agreed as a condition thereof to
execute this Copyright Security Agreement for recording with the
U.S. Copyright Office and any other appropriate governmental
authorities.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor agrees as follows:
SECTION 1. Grant of Security
. Each Grantor hereby grants to the Collateral Agent, for the
ratable benefit of the Secured Parties, a security interest in such
Grantor’s right, title and interest in and to the following
(all of the following items or types of property being herein
collectively referred to as the “ Copyright Collateral
”), whether now owned or existing or hereafter acquired or
arising:
(i) each copyright, whether
registered or unregistered (“ Copyrights ”)
owned by the Grantor, including, without limitation, copyrights in
(A) all recordings of sound, whether or not coupled with a
visual image, by any method or format and on any substance or
material, whether now or hereafter known, which is used or useful
in the recording, production and/or manufacture of records or for
any other exploitation of sound (“ Recorded Music
Copyrights ”), (B) all music compositions or medleys
consisting of words and music, or any dramatic material and
bridging passages, whether in form of instrumental and/or vocal
music, prose or otherwise, irrespective of length (“
Publishing Copyrights ”) and (C) Computer
Software, internet web sites and the content thereof, including,
without limitation, each Copyright registration and application
therefor, referred to in Schedule 1 hereto;
(ii) all registrations and
applications for registration for any Copyright, together with all
extensions and renewals;
(iii) all rights in the foregoing
provided by international treaties or conventions, all rights
corresponding thereto throughout the world and all other rights of
any kind whatsoever of such Grantor accruing thereunder or
pertaining thereto;
(iv) each exclusive Copyright
license to which the Grantor is a party, including, without
limitation, each Copyright license referred to in Schedule 1
hereto;
(v) any and all claims for damages
and injunctive relief for past, present and future infringement,
violation, misuse or breach with respect to any of the foregoing,
with the right, but not the obligation, to sue for and collect, or
otherwise recover, such damages; and
(vi) any and all Proceeds of,
collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and Supporting
Obligations relating to, any and all of the foregoing.
SECTION 2. No Transfer of
Grantor’s Rights . Except to the extent expressly
permitted in the Secured Agreements, as applicable, each Grantor
agrees not to sell, license, exchange, assign, or otherwise
transfer or dispose of, or grant any rights with respect to, or
mortgage or otherwise encumber, any of the Copyright
Collateral.
SECTION 3. Security for Secured
Obligations . The grant of continuing security interest in the
Copyright Collateral by each Grantor under this Copyright Security
Agreement secures the payment of all Secured Obligations of such
Grantor, now or hereafter existing under or in respect of the
Finance Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations,
interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.
SECTION 4. Recordation . Each
Grantor authorizes and requests that the Register of Copyrights and
any other applicable government office record this Copyright
Security Agreement.
SECTION 5. Execution in
Counterparts . This Copyright Security Agreement may be
executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
2
SECTION 6. Grants, Rights and
Remedies . This Copyright Security Agreement has been executed
and delivered by the Grantors for the purpose of recording the
grant of security interest herein with the U.S. Copyright Office.
The security interest granted hereby has been granted to the
Collateral Agent in connection with the Security Agreement and is
expressly subject to the terms and conditions thereof and does not
create any additional rights or obligations for any party hereto.
The Security Agreement (and all rights and remedies of the
Co
