SHERIDAN SQUARE ENTERTAINMENT, L.L.C. D/B/A ARTEMIS RECORDS
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
As of December __, 1999
Antra Music Group, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx 00000
Gentlemen:
Reference is hereby made to that certain distribution agreement between
Sheridan Square Entertainment L.L.C. d/b/a "Artemis Records" ("Distributor") and
Antra Music Group, Inc. ("you" or "your") dated as of July 29, 1999 (the
"Agreement"). When executed, the following shall constitute an amendment (the
"Amendment") to the Agreement. Except as otherwise provided for herein, the
terms used in this Amendment shall have the same meanings and definitions
ascribed to them in the Agreement
1. You and Distributor hereby acknowledge that contemporaneously
herewith, the parties are entering into a joint venture agreement (the
"LLC Agreement") to form and operate a record company business. You and
Distributor further acknowledge that other than master recordings
pursuant to the LLC Agreement, the rights granted to Distributor
pursuant to the Agreement shall be exclusive.
2. Subject to the terms of the Agreement, promptly following the
complete execution hereof (but in no event later than ten (10) Days from
the date hereof, Distributor shall pay to you Eight Hundred Thousand
($800,000) Dollars as an advance against all monies under this Agreement
(the "Advance").
3. Paragraph 1.01 is hereby deleted in its entirety and replaced by the
following:
"(a) The term ("Term") of the Agreement shall be deemed to have
commenced as of July 28th, 1999 and shall be continue for a period
of three (3) years from the date hereof. Notwithstanding the
foregoing, Distributor will have the right to exploit each
Applicable Album for no less than two (2) years after the initial
United States release of the Applicable Album concerned.
(b) For the purposes of this Agreement: (i) "Applicable Album(s)
shall mean one (1) album by the artist professionally known as
"Sheeba and Black", one (1) album by the artist collectively
professionally known as "Xxxxxx" and any other albums that are owned
or controlled, in whole or in part, directly or indirectly by you
other than Albums delivered to Distributor
pursuant to the LLC Agreement; and (ii) "Related Records" shall mean
all master recordings contained on the Applicable Album(s) and all
Records derived in their entirety from any Applicable Album."
4. (a) The following subparagraph is deemed added to paragraph 2.01:
"(c) You agree that Distributor shall not be required to initially
release for distribution more than eight (8) Applicable Album(s)
during each Contract Year of the Term. Without limitation of the
foregoing, the scheduling of such Applicable Albums shall be subject
to the mutual approval of you and Distributor."
(b) The first sentence of paragraph 2.02 shall be deemed deleted in its
entirety and replaced by the following:
"Notwithstanding anything to the contrary contained herein,
Distributor shall not be obligated to distribute (or, if
distribution has already commenced, may cease to distribute) any
Applicable Album or Related Record embodying any Recording or other
material which (i) in Distributor's good faith judgment infringes
upon the rights of any other Person or is in contravention of law or
advocates illegal activity; (ii) constitutes a breach by you of any
warranty, representation or covenant contained herein; (iii)
denigrates a given race, religion, ethnic background or sexual
orientation in a manner not subject to excuse or explanation by
virtue of the fact that the performer shares the same race,
religion, ethnic background or sexual orientation, (iv) the rights
to distribute such Applicable Album or Related Record would expire
on the earlier of (A) June 30, 2002; or (B) one year after the
commercial release of such Record in the United States, or (v) is
rejected for distribution by RED Distribution, Inc. ("RED") based on
any of the foregoing criteria."
5. Paragraph 3.03 is hereby deleted and replaced by the following:
"Distributor will administer and advance, on your behalf, coop
advertising for Albums and Related Records distributed hereunder up
to an amount mutually approved by you and Distributor, it being
understood that coop advertising not in excess of four percent (4%)
of Gross Sales hereunder is hereby deemed approved. Any such coop
advertising costs incurred by Distributor shall be deducted from Net
Proceeds payable hereunder."
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6. The following sentence shall be deemed to be added to the end of
subparagraph 4.01(c):
"Without limitation of the foregoing, at your request, during each
Contract Year of the Term, Distributor will administer and advance,
on your behalf, independent promotion costs incurred in connection
with up to four (4) Applicable Album(s) designated by you, up to an
amount approved in writing by Distributor. In connection with any
such Applicable Album that is a "pop" or "urban" album (as such
terms are generally understood in the music industry), independent
promotion costs not in excess of $50,000 are hereby deemed approved.
In connection with any such Applicable Album that is a "crossover
album" (as such term is generally understood in the music business),
additional independent promotion costs not in excess of $25,000 are
hereby deemed approved. Any such independent promotion costs
incurred by Distributor shall be deducted from Net Proceeds payable
hereunder.
7. The third and fourth sentences of paragraph 6.04 are deemed deleted
and replaced by the following:
"Without limitation of the foregoing, Manufacturing Charges shall be
administered and advanced on your behalf by Distributor and such
Manufacturing Charges (and any interest accrued thereon) shall be
deducted from Net Proceeds payable hereunder."
8. Upon receipt of your request, Distributor will provide you with
redacted statements from its distributor solely with respect to the
distribution of Applicable Albums and Related Records.
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Except as specifically modified herein, the Agreement remains in full
force and effect, is binding by its terms, and is hereby ratified and confirmed
as though set forth at length herein.
WITNESS, the due execution hereof.
SHERIDAN SQUARE ENTERTAINMENT, L.L.C.
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
An Authorized Representative
ANTRA MUSIC GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
An Authorized Representative
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