Tender of All Outstanding
8¹/8% Senior Subordinated Notes due 2014
in Exchange for
New 8¹/8% Senior Subordinated Notes due 2014
of

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON , 2005 (THE "EXPIRATION DATE")
UNLESS EXTENDED BY WMG ACQUISITION CORP.

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Attn: Manager, Bond Paying Agency
Corporate Trust and Loan Agency

Delivery of this Sterling Notes Letter of Transmittal (as defined below) to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus dated , 2005 (the "Prospectus") of WMG Acquisition Corp. (the "Company"), and this Letter of Transmittal for the Sterling Notes (the "Sterling Notes Letter of Transmittal"), which together describe the Company's offer (the "Sterling Notes Exchange Offer") to exchange its 8¹/8% Senior Subordinated Notes due 2014 which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Sterling Exchange Notes") for each of its outstanding 8¹/8% Senior Subordinated Notes due 2014 (the "Sterling Outstanding Notes" and, together with the Sterling Exchange Notes, the "Sterling Notes") from the holders thereof.

The terms of the Sterling Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Sterling Outstanding Notes for which they may be exchanged pursuant to the Sterling Notes Exchange Offer, except that the Sterling Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus).

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS STERLING NOTES LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal for the Sterling Outstanding Notes to indicate the action the undersigned desires to take with respect to the Sterling Notes Exchange Offer.

PLEASE READ THE ENTIRE
STERLING NOTES LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Sterling Outstanding Notes to which this Sterling Notes Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

Holders of Sterling Outstanding Notes whose Sterling Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Sterling Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.

Unless the context otherwise requires, the term "holder" for purposes of this Sterling Notes Letter of Transmittal for the Sterling Outstanding Notes means any person in whose name Sterling Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Sterling Outstanding Notes are held of record by The Depository Trust Company ("DTC").

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Sterling Exchange Notes. If the undersigned is a broker-dealer that will receive Sterling Exchange Notes for its own account in exchange for Sterling Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Sterling Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Sterling Notes Exchange Offer with respect to Sterling Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Company or who has an arrangement or understanding with respect to the distribution of the Sterling Exchange Notes to be acquired pursuant to the Sterling Notes Exchange Offer, or any broker-dealer who purchased Sterling Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

Upon the terms and subject to the conditions of the Sterling Notes Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Sterling Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Sterling Outstanding Notes tendered herewith in accordance with the terms and conditions of the Sterling Notes Exchange Offer (including, if the Sterling Notes Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Sterling Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent

of the Company, in connection with the Sterling Notes Exchange Offer) to cause the Sterling Outstanding Notes to be assigned, transferred and exchanged.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Sterling Outstanding Notes and to acquire Sterling Exchange Notes issuable upon the exchange of such tendered Sterling Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Sterling Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Sterling Outstanding Notes or transfer ownership of such Sterling Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Sterling Outstanding Notes by the Company and the issuance of Sterling Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement dated April 8, 2004, among the Company, the Guarantors named therein, and Deutsche Bank AG London, Banc of America Securities Limited, Lehman Brothers International, Merrill Lynch International and the other initial purchasers named therein (the "Registration Rights Agreement"), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 2(c) of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned agrees to all terms of the Sterling Notes Exchange Offer.

The Sterling Notes Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offers—Conditions to the Exchange Offers." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Sterling Outstanding Notes tendered hereby and, in such event, the Sterling Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Sterling Notes Exchange Offer. In addition, the Company may amend the Sterling Notes Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under "The Exchange Offers—Conditions to the Exchange Offers" occur.

The undersigned understands that tenders of Sterling Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company's acceptance for exchange of such tendered Sterling Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Sterling Notes Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Sterling Outstanding Notes.

By tendering shares of Sterling Outstanding Notes and executing this Sterling Notes Letter of Transmittal, the undersigned represents that Sterling Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Sterling Exchange Notes, that the undersigned is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Sterling Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Sterling Exchange Notes. If the undersigned or the person receiving such Sterling Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Sterling Exchange Notes for its own account in exchange for Sterling Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Sterling Exchange Notes; however, by so

acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

Any holder of Sterling Outstanding Notes using the Sterling Notes Exchange Offer to participate in a distribution of the Sterling Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Sterling Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Sterling Notes Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

Certificates for all Sterling Exchange Notes delivered in exchange for tendered Sterling Outstanding Notes and any Sterling Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

The undersigned, by completing the box entitled "Description of Sterling Outstanding Notes Tendered Herewith" above and signing this letter, will be deemed to have tendered the Sterling Outstanding Notes as set forth in such box.

Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Sterling Outstanding Notes hereby tendered or in whose name Sterling Outstanding Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE STERLING EXCHANGE OFFER

1. Delivery of this Sterling Notes Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

A holder of Sterling Outstanding Notes may tender the same by (i) properly completing and signing this Sterling Notes Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Sterling Notes Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Sterling Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Sterling Notes Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

Holders of Sterling Outstanding Notes may tender Sterling Outstanding Notes by book-entry transfer by crediting the Sterling Outstanding Notes to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Sterling Notes Exchange Offer. DTC participants that are accepting the Sterling Notes Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Sterling Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Sterling Notes Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Sterling Outstanding Notes all provisions of this Sterling Notes Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Sterling Notes Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Sterling Notes Exchange Offer as to execution and delivery of a Sterling Notes Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Sterling Notes Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

The method of delivery of this Sterling Notes Letter of Transmittal, the Sterling Outstanding Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Sterling Outstanding Notes or Sterling Notes Letters of Transmittal should be sent to the Company.

Holders whose Sterling Outstanding Notes are not immediately available or who cannot deliver their Sterling Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Sterling Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Sterling Outstanding Notes are registered, and, if applicable, the certificate numbers of the Sterling Outstanding Notes to be tendered; and (iii) all tendered Sterling Outstanding Notes (or a confirmation of any book-entry transfer of such Sterling Outstanding Notes into the Exchange Agent's account at a book-entry transfer

facility) as well as this Letter of Transmittal for the Sterling Outstanding Notes and all other documents required by this Letter of Transmittal for the Sterling Outstanding Notes, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Sterling Notes Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Sterling Outstanding Notes for exchange.

If less than the entire principal amount of Sterling Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Sterling Outstanding Notes tendered in the box entitled "Description of Sterling Outstanding Notes Tendered Herewith." A newly issued certificate for the Sterling Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date. All Sterling Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not yet accepted due to failure to meet any condition of the Sterling Notes Exchange Offer, a tender pursuant to the Sterling Notes Exchange Offer may be withdrawn prior to the Expiration Date.

To be effective with respect to the tender of Sterling Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Sterling Outstanding Notes pursuant to the Sterling Notes Exchange Offer; (ii) specify the name of the person who tendered the Sterling Outstanding Notes to be withdrawn; (iii) identify the Sterling Outstanding Notes to be withdrawn (including the principal amount of such Sterling Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Sterling Outstanding Notes and the principal amount of Sterling Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Sterling Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Sterling Notes Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Sterling Outstanding Notes promptly following receipt of notice of withdrawal. If Sterling Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Sterling Outstanding Notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Sterling Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Sterling Notes Exchange Offer. Any Sterling Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Sterling Outstanding Notes tendered by book-entry transfer into the Exchange Agent's account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Sterling Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Sterling Notes Exchange Offer. Properly withdrawn Sterling Outstanding Notes may be retendered by following one of the procedures described under the caption "The Exchange Offers—Procedures for Tendering" in the Prospectus at any time prior to the Expiration Date.

3. Signature on this Sterling Notes Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Sterling Notes Letter of Transmittal is signed by the registered holder(s) of the Sterling Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

If any of the Sterling Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Sterling Notes Letter of Transmittal.

If a number of Sterling Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Sterling Notes Letter of Transmittal as there are different registrations of Sterling Outstanding Notes.

When this Sterling Notes Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Sterling Outstanding Notes) of Sterling Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

If this Sterling Notes Letter of Transmittal is signed by a person other than the registered holder or holders of the Sterling Outstanding Notes listed, such Sterling Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Sterling Outstanding Notes.

If this Sterling Notes Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.

Signatures on this Sterling Notes Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Sterling Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Sterling Notes Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Sterling Notes Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Guarantor Institution"). If Sterling Outstanding Notes are registered in the name of a person other than the signer of this Sterling Notes Letter of Transmittal, the Sterling Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

Tendering holders should indicate, as applicable, the name and address to which the Sterling Exchange Notes or certificates for Sterling Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Sterling Notes Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Sterling Outstanding Notes by book-entry transfer may request that Sterling Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Sterling Outstanding Notes to it or its order pursuant to the Sterling Notes Exchange Offer. If a transfer tax is imposed for any reason other than the transfer and exchange of Sterling Outstanding Notes to the Company or its order pursuant to the Sterling Notes Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Sterling Notes Exchange Offer set forth in the Prospectus.

Any holder whose Sterling Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

Each holder of Sterling Outstanding Notes whose Sterling Outstanding Notes are accepted for exchange (or other payee) is generally required to provide a correct taxpayer identification number ("TIN") (e.g., the holder's Social Security or federal employer identification number) and certain other information, on Substitute Form W-9, which is provided under "Important Tax Information" below, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made in connection with the Sterling Outstanding Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with the Sterling Outstanding Notes, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days, such withheld amounts will be paid over to the Internal Revenue Service.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Sterling Notes Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Sterling Notes Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Sterling Notes Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

IMPORTANT: This Sterling Notes Letter of Transmittal or a facsimile or copy thereof (together with certificates of Sterling Outstanding Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery for the Sterling Notes must be received by the Exchange Agent on or prior to the Expiration Date.

Under U.S. federal income tax law, a holder of Sterling Outstanding Notes whose Sterling Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides Wells Fargo, N.A., as Paying Agent (the "Paying Agent"), through the Exchange Agent, with either (i) such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Sterling Outstanding Notes is awaiting a TIN), (B) that the holder of Sterling Outstanding Notes is not subject to backup withholding because (x) such holder of Sterling Outstanding Notes is exempt from backup withholding, (y) such holder of Sterling Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Sterling Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Sterling Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Sterling Outstanding Notes is an individual, the TIN is such holder's social security number. If the Paying Agent is not provided with the correct TIN, the holder of Sterling Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

Certain holders of Sterling Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Sterling Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions.

If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Sterling Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Sterling Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Sterling Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

The holder of Sterling Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Sterling Outstanding Notes. If the Sterling Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:		Give the SOCIAL SECURITY number of—


1. Individual		The individual
2. Two or more individuals (joint account)		The actual owner of the account or, if combined fund, the first individual on the account(1)
3. Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4. a. The usual revocable savings trust account (grantor is also trustee)		The grantor-trustee(1)
b. So-called trust that is not a legal or valid trust under state law		The actual owner(1)
5. Sole proprietorship		The owner(3)


For this type of account:		Give the SOCIAL SECURITY number of—


6. A valid trust, estate, or pension trust		The legal entity(4)
7. Corporate		The corporation
8. Association, club, religious, charitable, educational, or other tax-exempt organization account		The organization
9. Partnership		The partnership
10. A broker or registered nominee		The broker or nominee
11. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

(1) Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.


PAYER'S NAME: WMG Acquisition Corp.

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Name Social Security Number OR Employer Identification Number

Payer's Request for Taxpayer Identification Number (TIN)		Part 3— Awaiting TIN o

	Part 2—Certification—Under the penalties of perjury, I certify that:
	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
	(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3) I am a U.S. person (including a U.S. resident alien).

	CERTIFICATE INSTRUCTIONS—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).

	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Sign Here
	SIGNATURE
	DATE

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.


DESCRIPTION OF STERLING OUTSTANDING NOTES TENDERED HEREWITH

Name(s) and Addresses of Registered Holder(s) (Please fill-in)		Certificate Number(s)*	Aggregate Principal Amount Represented By Sterling Outstanding Notes*	Principal Amount Tendered**







	Total:

*	Need not be completed by book-entry holders.
**	Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Sterling Outstanding Notes. See instruction 2.

Name of Eligible Guarantor Institution that Guaranteed Delivery for Sterling Notes

Date of Execution of Notice of Guaranteed Delivery for Sterling Notes

Issue:		o		Sterling Outstanding Notes not tendered to:
		o		Sterling Exchange Notes to:

Mail:		o		Sterling Outstanding Notes not tendered to:
		o		Sterling Exchange Notes to:

NOTE:		FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
		YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

Address

Address

Address

H				S

(Signature(s) of Holder(s))