Exhibit 10.18


 





















 


EXECUTION COPY


 


MANAGEMENT AGREEMENT


 


This Management Agreement (this “Agreement”) is entered into as
of February 29, 2004, by and between WMG Parent Corp., a Delaware company (“Parent”),
WMG Holdings Corp., a Delaware company and a wholly owned subsidiary of Parent
(“Holdings”) and WMG Acquisition Corp., a Delaware company and a wholly
owned subsidiary of Holdings (the “Company”), THL Managers V, L.L.C., a
Delaware limited liability company (“THL”), Bain Capital Partners, LLC,
a Delaware limited liability company (“Bain”), Providence Equity
Partners IV Inc., a Delaware company (“Providence”) and Music Partners
Management, LLC, a Delaware limited liability company (“Music” and,
together with THL, Bain and Providence, the “Managers”).


 


RECITALS


 


WHEREAS, Parent, Holdings and the Company have been formed for the
purposes of acquiring (the “Acquisition”), pursuant to a Purchase
Agreement, dated as of November 24, 2003, as amended (the “Purchase
Agreement”), between Time Warner Inc (“Seller”) and the Company, the
Warner Recorded Music Business and the Warner Music Publishing Business (as
defined in the Purchase Agreement);


 


WHEREAS, the Managers are advising Holdings and the Company in
connection with the structuring and negotiation of senior secured debt
financing (the “Senior Financing”) being provided for the Acquisition
pursuant to a Senior Credit Facilities Commitment Letter, dated November 23,
2003, by Bank of America, Deutsche Bank Trust Company Americas, Banc of America
Securities LLC and Deutsche Bank Securities Inc as the lead arrangers and
underwriters;


 


WHEREAS, the Managers are advising Holdings and the Company in
connection with the Company’s structuring and negotiation of bridge financing
(the “Bridge Financing”) being provided for the Acquisition pursuant to
a Bridge Facility Commitment Letter, dated November 23, 2003, by Deutsche Bank
AG Cayman Islands Branch and Banc of America Bridge LLC;


 


WHEREAS, certain funds affiliated with the Managers are providing
equity financing (the “Equity Investments”) in connection with the
Acquisition; and


 


WHEREAS, the Company, Holdings and Parent want to retain the Managers
to provide certain management and advisory services to the Company, Holdings
and Parent, and the Managers are willing to provide such services on the terms
set forth below.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


1.             Services.
Each of the Managers hereby agrees that, during the term of this Agreement (the
“Term”), it will provide the following consulting and management
advisory services to the Company, Holdings and Parent as requested from time to
time by the Boards of Directors of the Company, Holdings and Parent:


 


1





















 


(a)           advice
in connection with the negotiation and consummation of agreements, contracts,
documents and instruments necessary to provide the Company with financing on
terms and conditions satisfactory to the Company, Holdings and Parent;


 


(b)           financial,
managerial and operational advice in connection with the Company’s day-to-day
operations, including, without limitation, advice with respect to the
development and implementation of strategies for improving the operating,
marketing and financial performance of the Company; and


 


(c)           such
other services (which may include financial and strategic planning and
analysis, consulting services, human resources and executive recruitment
services and other services) as such Manager, the Company, Holdings and Parent
may from time to time agree in writing.


 


Each of the Managers shall devote such time and efforts to the
performance of services contemplated hereby as such Manager deems reasonably
necessary or appropriate; provided, however,
that no minimum number of hours is required to be devoted by THL, Bain,
Providence or Music on a weekly, monthly, annual or other basis. The Company,
Holdings and Parent acknowledge that each of the Manager’s services are not
exclusive to the Company, to Holdings and to Parent and that each Manager will
render similar services to other persons and entities. In providing services to
the Company, Holdings and Parent, each Manager will act as an independent
contractor and it is expressly understood and agreed that this Agreement is not
intended to create, and does not create, any partnership, agency, joint venture
or similar relationship and that no party has the right or ability to contract
for or on behalf of any other party or to effect any transaction for the
account of any other party.


 


2.             Payment of Fees.


 


(a)           Parent
will pay (or will cause Holdings or the Company to pay) to the Managers (or
such affiliates as they may respectively designate) an aggregate transaction
fee (the “Transaction Fee”) in the amount of $75,000,000 in connection
with services related to the Acquisition, such fee being payable at the closing
of the Acquisition. The Transaction Fee shall be divided among the Managers as
follows:


 


 




	
  THL

  	
   

  	
  $

  	
  39,300,000

  	
   

  
	
  Bain

  	
   

  	
  $

  	
  16,800,000

  	
   

  
	
  Music

  	
   

  	
  $

  	
  9,900,000

  	
   

  
	
  Providence

  	
   

  	
  $

  	
  9,000,000

  	
   

  






 


(b)           During
the Term, Parent, Holdings and the Company, jointly and severally, will pay to
the Managers (or such affiliates as they may respectively designate) an
aggregate annual periodic fee (the “Periodic Fee”) of $10,000,000 in
exchange for the ongoing services provided by the Managers under this
Agreement, such fee being payable by the Company quarterly in advance;
provided, however, that the Periodic Fee for the first four quarters following execution
of this Agreement shall be paid in advance at the closing of the Acquisition.
The Periodic Fee shall be divided among the Managers pro rata in proportion to
the amount of Investor Shares held at the time by the investment funds


 


2





















 


affiliated with each Manager (provided that,
for purposes of this Agreement, Music Capital Partners, L.P. and ALP Music
Partners, L.P. and their respective Permitted Transferees (as defined in that
certain Stockholders Agreement dated as of the date hereof among Parent,
Holdings, the Company and the other parties thereto) shall be deemed to be
investment funds affiliated with Music). In this Agreement, the term “Investor
Shares” means at any time all shares of capital stock of Parent and
Holdings (and any successor or survivor to Parent or Holdings).


 


(c)           During
the Term, the Managers will advise Parent, Holdings and the Company in
connection with financing, acquisition and disposition transactions involving
Parent, Holdings, the Company or any of the Company’s direct or indirect
subsidiaries (however structured), and Parent, Holdings and the Company,
jointly and severally, will pay to the Managers (or such affiliates as they may
respectively designate) an aggregate fee (the “Subsequent Fee”) in
connection with each such transaction equal to 1% of the gross transaction
value of such transaction, such fee to be due and payable for the foregoing
services at the closing of such transaction. Each Subsequent Fee shall be
divided among the Managers pro rata in proportion to the amount of Investor
Shares held at the time by the investment funds affiliated with each Manager.


 


(d)           Each
payment made pursuant to this Section 2 shall be paid by wire transfer of
immediately available federal funds to the accounts specified on Schedule 1
hereto, or to such other account(s) as the Managers may specify to the Company
in writing prior to such payment.


 


3.             Term. This
Agreement shall continue in full force and effect until December 30, 2014; provided, however, that the Managers may cause this
Agreement to terminate at any time upon the agreement of (i) Managers
affiliated with a majority of the Investor Shares then outstanding and (ii) two
out of three of THL, Bain and Providence, including the Manager that, at any
such time as between these three Managers, is affiliated with the greatest
number of Investor Shares. In the event of the termination of this Agreement,
Parent, Holdings and the Company, jointly and severally, shall pay each of THL,
Bain, Providence and Music (i) all unpaid Periodic Fees (pursuant to Section
2(b) above), Subsequent Fees (pursuant to Section 2(c) above) and expenses
(pursuant to Section 4(a) below) due with respect to periods prior to the date
of termination plus (ii) the net present value (using a discount rate equal to
the then yield on U.S. Treasury Securities of like maturity) of the Periodic
Fees that would have been payable with respect to the period from the date of
termination until December 30, 2014.


 


4.             Expenses: Indemnification.


 


(a)           Expenses.
The Company, Holdings and Parent, jointly and severally, will pay on demand all
reasonable expenses incurred by any of the Managers or their affiliates (i) in
connection with this Agreement, the Acquisition (whether or not consummated) or
any related transactions, (ii) relating to operations of, or services provided
by the Managers to, the Company, Holdings, Parent or any of their affiliates
from time to time (including, without limitation, all air travel (by first
class on a commercial airline or by charter, as determined to be appropriate by
the Manager) and other travel related expenses) or (iii) otherwise in any way
relating to the Company, Holdings or Parent or in any way relating


 


3





















 


to, or arising out of, the Equity Investments or the ownership thereof
by affiliates of the Managers. Without limiting the generality of the
foregoing, the Company, Holdings and Parent, jointly and severally, agree to
pay on demand all reasonable expenses incurred by any of the Managers or their
affiliates in connection with, or relating to, (x) the preparation, negotiation
and execution of this Agreement and any other agreement executed in connection
with, or related to, this Agreement, the Acquisition, the Senior Financing, the
Bridge Financing, the Equity Investments or the consummation of the
transactions contemplated hereby or thereby, (y) any and all amendments,
modifications, restructurings and waivers of, and exercises and preservations of
rights and remedies relating to, any of the foregoing or (z) the Equity
Investments or the provision of services under this Agreement. The expenses
referred to in clause (x) of the immediately preceding sentence shall
specifically include the fees and charges of (A) Simpson Thacher & Bartlett
LLP, (B) Ropes & Gray, (C) Paul, Weiss, Rifkind, Wharton & Garrison
LLP, (D) Edwards & Angell LLP, (E) KPMG LLP and (F) any other consultants
or advisors retained by the Managers with the agreement of all Managers in connection
with such transactions.


 


(b)           Indemnity
and Liability. The Company, Holdings and Parent, jointly and severally,
will indemnify, exonerate and hold each Manager and each of its partners,
shareholders, members, affiliates, directors, officers, fiduciaries, managers,
employees, and agents and each of the partners, shareholders, Affiliates,
directors, officers, fiduciaries, managers, members, controlling Persons,
employees and agents of each of the foregoing (collectively, the “Indemnitees”)
free and harmless from and against any and all actions, causes of action,
suits, claims, liabilities, losses, damages, claims, costs and expenses
(including reasonable attorneys’ fees and expenses), awards or settlements
incurred by an Indemnitee (a “Loss”) before or after the date of this
Agreement and arising out of, resulting from, or relating to: (i) this
Agreement, the Acquisition, the Equity Investments or the ownership thereof by
the Indemnitee or its affiliate or other related person or any related transactions
purchase and/or ownership of any Investor Shares or (ii) operations of, or
services provided by any of the Managers to, the Company, Holdings or Parent or
any of their respective affiliates (including but not limited to any
indemnification obligations assumed or incurred by any Indemnitee to or on
behalf of the Seller or any of its accountants or other representatives, agents
or affiliates); provided that the foregoing
indemnification rights shall not be available to the extent that (a) any such
Losses are incurred as a result of such Indemnitee’s willful misconduct or
gross negligence or (b) subject to the rights of contribution provided for
below, to the extent indemnification for any Losses would violate any
applicable law, regulation or public policy. For purposes of this Section 4(b),
none of the circumstances described in the limitations contained in the proviso
in the immediately preceding sentence shall be deemed to apply absent a final
non-appealable judgment of a court of competent jurisdiction to such effect, in
which case to the extent any such limitation is so determined to apply to any
Indemnitee as to any previously advanced indemnity payments made by the
Company, Holdings or Parent under this Section 4(b), then such payments shall
be promptly repaid by such Indemnitee to the Company, Holdings or Parent, as
applicable. The rights of any Indemnitee to indemnification hereunder will be
in addition to any other rights any such person may have under any other
agreement or instrument referenced above or any other agreement or instrument
to which such Indemnitee is or becomes a party or is or otherwise becomes a
beneficiary or under law


 


4





















 


or regulation. If the indemnification provided for above is unavailable
in respect of any Losses, then the Company, Holdings and Parent, in lieu of
indemnifying an Indemnitee, shall contribute to the amount paid or payable by
such Indemnitee in such proportion as is appropriate to reflect the relative
fault of the Company, Holdings, Parent and their direct and indirect
subsidiaries, on the one hand, and such Indemnitee, on the other hand, in
connection with the actions which resulted in such Losses, as well as any other
equitable considerations. None of the Indemnitees shall be liable to the
Company or any of its affiliates for any act or omission suffered or taken by
such Indemnitee that does not constitute either breach of this Agreement or
gross negligence or willful misconduct.


 


5.             Disclaimer and
Limitation of Liability; Opportunities.


 


(a)           Disclaimer;
Standard of Care. None of the Managers make any representations or
warranties, express or implied, in respect of the services to be provided by
them hereunder. In no event shall any of the Managers be liable to the Company,
Holdings, Parent or any of their affiliates for any act, alleged act, omission
or alleged omission that does not constitute gross negligence or willful
misconduct of such Manager as determined by a final, non-appealable
determination of a court of competent jurisdiction.


 


(b)           Freedom
to Pursue Opportunities. In recognition that each Manager and its
respective affiliates currently have, and will in the future have or will
consider acquiring, investments in numerous companies with respect to which
each Manager or its respective affiliates may serve as an advisor, a director
or in some other capacity, and in recognition that each Manager and its
respective affiliates has myriad duties to various investors and partners, and
in anticipation that the Company, Holdings and Parent, on the one hand, and
each of the Managers (or one or more affiliates, associated investment funds or
portfolio companies), on the other hand, may engage in the same or similar
activities or lines of business and have an interest in the same areas of
corporate opportunities, and in recognition of the benefits to be derived by
the Company, Holdings and Parent hereunder and in recognition of the
difficulties which may confront any advisor who desires and endeavors fully to
satisfy such advisor’s duties in determining the full scope of such duties in
any particular situation, the provisions of this Section 5(b) are set forth to
regulate, define and guide the conduct of certain affairs of the Company,
Holdings and Parent as they may involve such Manager. Except as each of the
Managers may otherwise agree in writing after the date hereof:


 


(i)            Each
Manager and its respective affiliates shall have the right: (A) to directly or
indirectly engage in any business (including, without limitation, any business
activities or lines of business that are the same as or similar to those
pursued by, or competitive with, the Company and its subsidiaries, (B) to
directly or indirectly do business with any client or customer of the Company
or any of its subsidiaries, (C) to take any other action that such Manager
believes in good faith is necessary to or appropriate to fulfill its
obligations as described in the first sentence of this Section 5(b), and (D)
not to present potential transactions, matters or business opportunities to
Parent, Holdings the Company or any of their


 


5





















 


subsidiaries, and to pursue, directly or indirectly, any such
opportunity for itself, and to direct any such opportunity to another person.


 


(ii)           Each
Manager and its respective partners, shareholders, members, affiliates,
directors, officers, fiduciaries, managers, employees, agents and other
associated entities shall have no duty (contractual or otherwise) to
communicate or present any corporate opportunities to the Company, Holdings or
Parent or any of their affiliates or to refrain from any actions specified in
Section 5(b)(i), and the Company, Holdings and Parent, on their own behalf and
on behalf of their affiliates, hereby renounce and waive any right to require
such Manager or any of its affiliates to act in a manner inconsistent with the
provisions of this Section 5(b).


 


(iii)          None
of the Managers, nor any partner, shareholder, member, affiliate, director,
officer, fiduciary, manager, employee, agent or associated entity thereof shall
be liable to the Company, Holdings, Parent or any of their affiliates for
breach of any duty (contractual or otherwise) by reason of any activities or
omissions of the types referred to in this Section 5(b) or of any such person’s
participation therein.


 


(c)           Limitation
of Liability. In no event will any of the Managers or any of their
affiliates be liable to Parent, Holdings or the Company or any of their
affiliates or either of the other Managers or their affiliates for any
indirect, special, incidental or consequential damages, including, without
limitation, lost profits or savings, whether or not such damages are
foreseeable, or for any third party claims (whether based in contract, tort or
otherwise), relating to the services to be provided by the Managers hereunder.


 


6.             Assignment, etc.
Except as provided below, none of the parties hereto shall have the right to
assign this Agreement without the prior written consent of each of the other
parties hereto. Notwithstanding the foregoing, any Manager may assign all or
part of its rights and obligations hereunder to any of its respective
affiliates which provides services similar to those called for by this
Agreement, in which event such Manager shall be released of all of its rights
and obligations hereunder.


 


7.             Amendments and
Waivers. No amendment or waiver of any term, provision or condition of this
Agreement shall be effective unless in writing and executed by each of the
Managers, Parent, Holdings and the Company. No waiver on any one occasion shall
extend to or effect or be construed as a waiver of any right or remedy on any
future occasion. No course of dealing of any person nor any delay or omission
in exercising any right or remedy shall constitute an amendment of this
Agreement or a waiver of any right or remedy of any party hereto.


 


8.             Miscellaneous.


 


(a)           Choice
of Law. This Agreement and all matters arising under or related to this
Agreement shall be governed by and construed in accordance with the domestic
substantive laws of the State of Delaware without giving effect to any choice
or conflict


 


6





















 


of law provision or rule that would cause the application of the
domestic substantive laws of any other jurisdiction.


 


(b)           Consent
to Jurisdiction. Each of the parties agrees that all actions, suits or
proceedings arising out of, based upon or relating to this Agreement or the
subject matter hereof shall be brought and maintained exclusively in the
federal and state courts of the State of Delaware. Each of the parties hereto
by execution hereof (i) hereby irrevocably submits to the jurisdiction of the
federal and state courts in the State of Delaware for the purpose of any
action, suit or proceeding arising out of or based upon this Agreement or the
subject matter hereof and (ii) hereby waives to the extent not prohibited by
applicable law, and agrees not to assert, by way of motion, as a defense or
otherwise, in any such action, suit or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that it is
immune from extraterritorial injunctive relief or other injunctive relief, that
its property is exempt or immune from attachment or execution, that any such
action, suit or proceeding may not be brought or maintained in one of the
above-named courts, that any such action, suit or proceeding brought or
maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court
other than one of the above-named courts, should be stayed by virtue of the
pendency of any other action, suit or proceeding in any court other than one of
the above-named courts, or that this Agreement or the subject matter hereof may
not be enforced in or by any of the above-named courts. Notwithstanding the
foregoing, to the extent that any party hereto is or becomes a party in any
litigation in connection with which it may assert indemnification rights set
forth in this agreement, the court in which such litigation is being heard
shall be deemed to be included in clause (i) above. Each of the parties hereto
hereby consents to service of process in any such suit, action or proceeding in
any manner permitted by the laws of the State of Delaware, agrees that service
of process by registered or certified mail, return receipt requested, at the
address specified in or pursuant to Section 10 is reasonably calculated to give
actual notice and waives and agrees not to assert by way of motion, as a
defense or otherwise, in any such action, suit or proceeding any claim that
service of process made in accordance with Section 10 does not constitute good
and sufficient service of process. The provisions of this Section 8 shall not
restrict the ability of any party to enforce in any court any judgment obtained
in a federal or state court of the State of Delaware.


 


(c)           Waiver
of Jury Trial. To the extent not prohibited by applicable law which cannot
be waived, each of the parties hereto hereby waives, and covenants that it will
not assert (whether as plaintiff, defendant, or otherwise), any right to trial
by jury in any forum in respect of any issue, claim, demand, cause of action,
action, suit or proceeding arising out of or based upon this Agreement or the
subject matter hereof, in each case whether now existing or hereafter arising
and whether in contract or tort or otherwise. Each of the parties hereto
acknowledges that it has been informed by each other party that the provisions
of this Section 8(c) constitute a material inducement upon which such party is
relying and will rely in entering into this Agreement and the transactions
contemplated hereby. Any of the parties hereto may file an original counterpart
or a copy of this Agreement with any court as written evidence of the consent
of each of the parties hereto to the waiver of its right to trial by jury.


 


7





















 


9.             Entire Agreement. This
Agreement contains the entire understanding of the parties with respect to the
subject matter hereof and supersedes any prior communication or agreement with
respect thereto.


 


10.           Notice. All notices, demands
and communications required or permitted under this Agreement shall be in
writing and shall effective if be served upon such other party and such other
party’s copied persons as specified below to the address set forth for it below
(or to such other address as such party shall have specified by notice to each
other party) if (i) delivered personally, (ii) sent and received by facsimile
or (iii) sent by Federal Express, DHL, UPS or any other comparably reputable
overnight courier service, postage prepaid, to the appropriate address as
follows:


 


If to the
Company, Holdings or Parent, to them at:


 


c/o Thomas H. Lee Partners, L.P.


75 State Street Suite 2600


Boston, MA 02109


Tel: 617-227-050


Fax: 617-227-3514


Attn: Scott Sperling


 


with copies to:


 


Simpson Thacher & Bartlett LLP


425 Lexington Avenue


New York, NY 10017


Tel: 212-455-2000


Fax: 212-455-2502


Attn: John Finley, Esq.


Brian Stadler, Esq.


 


and


 


Ropes & Gray LLP


One International Place


Boston, MA, 02210


Tel: 617-951-7000


Fax: 617-951-7050


Attn: Alfred Rose, Esq.


 


If to THL, to
it at:


 


c/o Thomas H. Lee Company


75 State Street, Suite 2600


Boston, MA 02109


Tel: 617-227-050


Fax: 617-227-514


Attn: Scott Sperling


 


8





















 


If to Bain, to
it at:


 


c/o Bain Capital LLC


111 Huntington Avenue


Boston, MA 02199


Tel: 617-516-2000


Fax: 617-516-2010


Attn: Ian Loring


 


If to
Providence, to it at:


 


c/o Providence Equity Partners Inc


50 Kennedy Plaza, 18th Floor


Providence, RI 02903


Tel: 401-757-1700


Fax: 401-751-1790


Attn: Mark Masiello


 


If to Music,
to it at:


 


390 Park Avenue


New York, NY 10022


Tel: 212-433-1200


Fax: 212-433-1239


Attn: Edgar Bronfman, Jr.


 


With copies of
any notices to THL, Bain, Providence or Music shall be directed to:


 


Simpson Thacher & Bartlett LLP


425 Lexington Avenue


New York, NY 10017


Tel: 212-455-2000


Fax: 212-455-2502


Attn: John Finley, Esq.


Brian Stadler, Esq.


 


and


 


Ropes & Gray LLP


One International Place


Boston, MA, 02210


Tel: 617-951-7000


Fax: 617-951-7050


Attn: Alfred Rose, Esq.


 


and, with any notice delivered to Music, a copy to:


 


9





















 


Paul, Weiss, Riflcind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York, NY 10019-6064


Tel: 212-373-3000


Fax: 212-757-3990


Attn: Paul D. Ginsberg, Esq.


Robert B. Schumer, Esq.


 


Unless
otherwise specified herein, such notices or other communications shall be
deemed effective, (a) on the date received, if personally delivered or sent by
facsimile during normal business hours, (b) on the business day after being
received if sent by facsimile other than during normal business hours and (c)
one business day after being sent by Federal Express, DHL or UPS or other
comparably reputable delivery service. Each of the parties hereto shall be
entitled to specify a different address by giving notice as aforesaid to each
of the other parties hereto.


 


11.           Severability. If in any
proceedings a court shall refuse to enforce any provision of this Agreement,
then such unenforceable provision shall be deemed eliminated from this
Agreement for the purpose of such proceedings to the extent necessary to permit
the remaining provisions to be enforced. To the full extent, however, that the
provisions of any applicable law may be waived, they are hereby waived to the
end that this Agreement be deemed to be valid and binding agreement enforceable
in accordance with its terms, and in the event that any provision hereof shall
be found to be invalid or unenforceable, such provision shall be construed by
limiting it so as to be valid and enforceable to the maximum extent consistent
with and possible under applicable law.


 


12.           Counterparts. This Agreement
may be executed in any number of counterparts and by each of the parties hereto
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which together shall constitute one and the same
agreement


 


[Remainder of Page Intentionally Left Blank]


 


10





















 


IN WITNESS WHEREOF, each of the parties has
caused this Agreement to be executed on its behalf as an instrument under seal
as of the date first above written by its officer or representative thereunto
duly authorized.


 


	
  THE COMPANY:

  	
  WMG ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Scott Sperling

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott Sperling

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
  HOLDINGS:

  	
  WMG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Scott Sperling

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott Sperling

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
  PARENT:

  	
  WMG PARENT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Scott Sperling

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott Sperling

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


COUNTERPART SIGNATURE PAGE TO MANAGEMENT
AGREEMENT

[Signatures Continue on Following Page]


 





















 


	
  THL:

  	
  THL MANAGERS V, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Thomas H. Lee Partners L.P.,

  its Managing Member

  
	
   

  	
  By:

  	
  Thomas H. Lee Advisors L.L.C. General

  Partner

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Scott Sperling

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott Sperling

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


	
  BAIN:

  	
  BAIN CAPITAL PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Bain Capital LLC, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Loring

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian Loring

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


	
  PROVIDENCE:

  	
  PROVIDENCE EQUITY PARTNERS IV INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glen Creamer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Glen Creamer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


	
   

  	
  MUSIC PARTNERS MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edgar M. Bronfman, jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edgar M. Bronfman, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 





















 


Schedule 1 to


Management Agreement


 


	
  Wire Transfer Instructions for

  
	
  Thomas H. Lee Partners, L.P.

  
	
   

  	
   

  
	
  Bank:

  	
  FleetBoston

  
	
  ABA #:

  	
  011000138

  
	
  Acct #:

  	
  270-07242

  
	
  Location:

  	
  100 Federal Street, Boston, MA

  
	
  Name:

  	
  THL Managers V, L.L.C.

  
	
   

  	
   

  
	
  Wire Transfer Instructions for

  
	
  Bain Capital Partners, LLC

  
	
   

  	
   

  
	
  Bank:

  	
  Citibank, NA-New York

  
	
  ABA #:

  	
  021-000-089

  
	
  For:

  	
  Brown Brothers Harriman

  
	
  Acct #:

  	
  09250276

  
	
  To Further Credit:

  
	
  Name:

  	
  Bain Capital Partners, LLC

  
	
  Acct #:

  	
  612541-3

  
	
   

  	
   

  
	
  Wire Transfer Instructions for

  
	
  Providence Entity Partners IV Inc.

  
	
   

  	
   

  
	
  Bank:

  	
  Fleet National Bank

  
	
  ABA #:

  	
  011500010

  
	
  Acct #:

  	
  944-0895507

  
	
  Account Name:

  	
  Providence Equity Partners IV Inc.

  
	
  Location:

  	
  111 Westminster Street, Providence, RI 02903

  
	
   

  	
   

  
	
  Wire Transfer Instructions for

  
	
  Music Partners Management, LLC

  
	
   

  	
   

  
	
  Bank:

  	
  Bank of New York

  
	
  ABA #:

  	
  021000018

  
	
  Acct #:

  	
  6302480115

  
	
  Reference:

  	
  For credit to the account of Music Partners Management LLC

  
	
  Location:

  	
  1290 Avenue of the Americas, 5th Floor, New York, NY 10104