**Exhibit 10.1**

EXECUTION COPY 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED ANDFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 

WARNER-ELEKTRA-ATLANTIC CORPORATION 

75 Rockefeller Plaza 

New York, New York 10019 

Dated: March 13, 2007 

Cinram Manufacturing, Inc. 

Cinram GmbH 

c/o Cinram International Inc. 

2255 Markham Road 

Scarborough, Ontario M1B 2W3 

Canada 

Attention: Dave Rubenstein 

Gentlemen: 

Reference is made to each of the US Manufacturing and Packaging Agreement between Cinram Manufacturing LLC, formerly known as Cinram Manufacturing, Inc. (“CinramManufacturing”) and Warner-Elektra-Atlantic Corporation (“WEA”) dated as of October 24, 2003 (the “US Manufacturing Agreement”) and the International Manufacturing and Packaging Agreement between Cinram GmbH and WEAInternational Inc. (“WMI”) dated as of October 24, 2003 (the “International Manufacturing Agreement”). Any terms which are used below and which are defined in the US Manufacturing Agreement or the International ManufacturingAgreement shall have the same meanings and definitions as set forth therein, unless otherwise indicated. This letter, when signed by Cinram Manufacturing, Cinram GmbH, WEA and WMI, shall constitute an agreement to modify each of the US ManufacturingAgreement and International Manufacturing Agreement as hereinafter provided, effective as of the date hereof. 

1.    (a) Subparagraph 12(a) of the US Manufacturing Agreement is hereby amended by adding the following sentence at the end of the subparagraph: 

[*] 

(b) Subparagraph 12(d)of the US Manufacturing Agreement is hereby deleted in its entirety. 

2.     (a) Subparagraph 12(a) of theInternational Manufacturing Agreement is hereby amended by adding the following sentence at the end of the subparagraph: 

[*] 

(b) Subparagraph 12(c) of the International Manufacturing Agreement is hereby deleted in its entirety. 

3.     (a) Subparagraph 14(a)(xxxviii) of the US Manufacturing Agreement is hereby deleted in its entirety and replaced with thefollowing: 

“(xxxviii) *“Term”* shall mean the period commencing on the Closing Date, as such term is defined in theStock Purchase Agreement, and ending on December 31, 2010, subject to earlier termination in accordance with Paragraph 10.” 

(b) Subparagraph 14(a)(xxxvii) of the International Manufacturing Agreement is hereby deleted in itsentirety and replaced with the following: 

“(xxxvii) *“Term”* shall mean the period commencing on the Closing Date, assuch term is defined in the Stock Purchase Agreement, and ending on December 31, 2010, subject to earlier termination in accordance with Paragraph 10.” 

4. With respect to the US Manufacturing Agreement, commencing with the [*] and continuing for the remainder of the Term, WEA shall engage Company to manufacture [*] of the Special Print Components (defined below) in[*]; provided that Company charges [*] for such Special Print Components. For purposes of this paragraph 3, “Special Print Components” means any print or graphics components, including packaging, for Products for which no rates areprovided in the US Manufacturing Agreement. 

5. Except as expressly modified in this amendment, all other terms and conditions of the USManufacturing Agreement and the International Manufacturing Agreement are hereby ratified and confirmed and will remain in full force and effect. 

If the foregoing is acceptable, please acknowledge the same by signing in the appropriate place below. 

 
Very truly yours,WARNER-ELEKTRA-ATLANTIC CORPORATIONBy: 
/s/    PAULROBINSON        
 **Paul Robinson**WEA INTERNATIONAL INC.By: 
/s/    PAULROBINSON        
 **Paul Robinson**
Accepted and Agreed to: 

CINRAM MANUFACTURING LLC 

 

By:
 
/s/    DAVERUBENSTEIN        
 **Dave Rubenstein** **An authorized signatory**
CINRAM GmbH 

 

By:
 
/s/    JOHNFITZGERALD        
 **John Fitzgerald** **An authorized signatory**