EXHIBIT 10.3
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 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: January 25, 2011
Cinram International Inc.
2255 Markham Road
Scarborough, Ontario M1B 2W3
Canada
Attention: Steve Brown
Cinram
Office of General Counsel
860 Via de la Paz, Suite F4
Pacific Palisades, CA 90272
Attention: Howard Berman
Gentlemen:
Reference is made to each of (i) the US/Canada Manufacturing and PP&S Agreement dated as of July 1, 2010 (the “US Agreement”) between (a) Warner-Elelctra-Atlantic Corporation (“WEA”), on the one hand and (b) Cinram International Inc. (“CII”), Cinram Manufacturing LLC and Cinram Distribution LLC, on the other hand; and (ii) the International Manufacturing and PP&S Agreement dated as of July 1, 2010 (the “International Agreement”) between (a) WEA International Inc. (“WMI”), on the one hand and (b) CII, Cinram GmbH and Cinram Operations UK Limited, on the other hand, as each was amended by the letters dated January 14, 2011 and January 21, 2011. Any terms which are used below and which are defined in the US Agreement or the International Agreement shall have the same meanings and definitions as set forth therein, unless otherwise indicated. This letter, when signed by each of the parties shall constitute an agreement to further modify each of the US Agreement and International Agreement as hereinafter provided, effective as of the date hereof.
1. Section 5(b)(vi) of the US Agreement is hereby amended to replace “January 26, 2011” therein with “April 15, 2011” in each place such date appears; and
2. Section 3(b)(vi) of the International Agreement is hereby amended to replace “January 26, 2011” therein with “April 15, 2011” in each place such date appears.
3. Section 5(b) of the US Agreement and Section 3(b) of the International Agreement are each hereby amended to add the following Termination Events (in addition to subparagraphs (i) through (xiii)):
“(xiv) **;
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(xv) **;
(xvi) **; or
(xvii) **”
4.**
5.**
6. Section 12(d)(iii)(D) of Exhibit A to the US Agreement is hereby deleted in its entiretyab initio.
7. Section 12(d)(iii)(D) of Exhibit A to the International Agreement is hereby deleted in its entiretyab initio.
8. For the avoidance of any doubt, Cinram acknowledges that any changes to or decrease in the number of retail customers that WEA sells to directly (i.e. on WEA’s behalf, that Cinram directly ships Products to and accepts returns from) and/or any changes to or increase in the number of retail customers that are serviced by so called “One-Stops” or sub-distributors (e.g., Super D or AEC) would in no way violate any terms of the US Agreement or International Agreement, including without limitation Section 1 of Exhibit B to the US Agreement.
9. Except as expressly modified in this amendment, all other terms and conditions of the US Agreement and the International Agreement are hereby ratified and confirmed and will remain in full force and effect.
[Signature page follows]
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If the foregoing is acceptable, please acknowledge the same by signing in the appropriate place below.
ACCEPTED AND AGREED TO:
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| WARNER-ELEKTRA-ATLANTIC CORPORATION | | | | CINRAM INTERNATIONAL INC. |
| | | | |
| By: | | /s/ Ari Taitz | | | | By: | | /s/ John H. Bell |
Name: Ari Taitz | | | | Name: John H. Bell |
Title: SVP Business Affairs & Development | | | | Title: Authorized Signatory |
| | |
WEA INTERNATIONAL INC. | | | | CINRAM-MANUFACTURING LLC |
| | | | |
By: | | /s/ Paul Robinson | | | | By: | | /s/ John H. Bell |
| Name: Paul Robinson | | | | Name: John H. Bell |
Title: Vice President | | | | Title: Authorized Signatory |
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CINRAM DISTRIBUTION LLD | | | | CINRAM GmbH |
| | | | |
By: | | /s/ John H. Bell | | | | By: | | /s/ Louis Gasperut |
Name: John H. Bell | | | | Name: Louis Gasperut |
Title: Authorized Signatory | | | | Title: EVP-MD European Operations |
| | |
CINRAM OPERATIONS UK LIMITED | | | | |
| | | |
By: | | /s/ Emer O’Kelly | | | | |
Name: Emer O’Kelly | | | | |
Title: Authorized Signatory | | | | |
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