2004.09.20 - Administration & Exclusive Songwriting Agreement between Axl/Black Frog and Sanctuary

WHEREBY IT IS AGREED AS FOLLOWS:

1 DEFINITIONS

In this Agreement the following terms shall have the following meanings:-

“Act” shall mean the Copyright Designs and Patent Act 1988

“Album” shall mean a long-playing studio recorded record or multiple set of such records or cassette tape(s) or compact disc(s) with a playing time of not less than 35 (thirty five) minutes (but not a “live“ or “Best of" or "Soundtrack" record) comprising recordings by the Writer as part of the Group at least 60% (sixty percent) of which shall be of Compositions hereunder.

“At Source Revenue” shall mean 100% (one hundred percent) of all monies actually received by or credited to the Administrator or received by or credited to its sub-publishers which are identifiably attributable to the exploitation of the Compositions after deduction only of:-

(a) bona fide arms length performing rights or mechanical rights society commissions (or the equivalent thereof) actually charged to Administrator; and

(b) VAT and any other taxes properly required to be deducted in any part of the Territory; and

(c) any amounts paid by way of remuneration to arrangers, adaptors and translators PROVIDED THAT any such amounts are deducted by reason of national law and/or local rules and/or regulations in any country in the Territory and/or otherwise by reason of blanket licensing arrangements.

“Collection Period” shall mean the 1 (one) year period following expiry of the Rights Period.

“Commercial Release” / “Commercially Released” shall mean the issuing on general retail sale to the public of  commercial quantities of an Album in the United States Of America.

“Compositions” shall mean and be limited to the musical works (including but not limited to the titles, words, lyrics, music, libretti and musical scores thereof and all interpolations, collections, compilations and all arrangements, adaptations, versions, editions and translations thereof) written and/or composed by the Writer during the Term or prior to the commencement of the Term as set out herein, whether written and/or composed by the Writer alone, jointly or in collaboration with others, in whole or in part and if in part then solely to the extent of such part written by the Writer (which shall be notified to the Administrator together with complete information in respect of the full title of each Composition and the name of the relevant other writer(s), third party Administrators and percentages controlled in respect of the interest in the Compositions which are not owned and/or controlled by the Writer), separately or intended to be part of a dramatico-musical work, as follows:

(a) all musical works written and/or composed by the Writer before the commencement of the Term which have been recorded by the Group (specifically excluding the Composition entitled “Oh My God”) and which have been previously assigned, licensed to, or collected by a third party (which musical works are listed in the first schedule which is attached hereto and which forms a part of this Agreement (“Schedule 1”) (the “Historic Catalogue”) (for the avoidance of doubt, the rights granted to Administrator hereunder shall be limited to Owner's and Writer’s interests in and to those Compositions which comprise the Historic Catalogue, and shall not apply to the interests of any third parties in and to said Compositions), and

(b) all musical works written and/or composed by the Writer before the commencement of the Term (or any share of any musical work currently published by a third party if such share reverts to the Owner or the Writer during the Term) which have not been previously assigned to or licensed to, or collected by a third party the copyright in which shall revert to the Writer or the Owner during the Term, provided that the musical works described in this subparagraph (b) otherwise satisfy the criteria for Compositions set forth in subparagraphs (a) or (c) hereof;

(c) all musical works commenced by the Writer before the commencement of this Agreement and / or during the Term of this Agreement which have been recorded by the Group (specifically including the Composition entitled “Oh My God") and which shall be embodied on the Studio Album (“New Catalogue”) (for the avoidance of doubt, the rights granted to Administrator hereunder shall be limited to Owner’s and Writer’s interests in and to those Compositions which comprise the New Catalogue, and shall not apply to the interests of any third parties in and to said Compositions). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, “Compositions" shall include only the Historic Catalogue, the Composition entitled “Oh My God," and those Compositions which are embodied on the Studio Album (i.e., the next Guns N Roses studio album that is hereafter commercially released in the United States and all other major territories, including all so-called “b" sides and “bonus tracks”), and any other musical composition(s), if any, that Owner in Owner’s discretion notifies the Administrator in writing that Owner desires the Administrator to administer under this Agreement.

“Cover Recording” shall mean a recording of a Composition and performed by any artist(s) other than the Writer or Group.

“Group” shall mean the group professionally known as Guns N’ Roses.

"Major Record Company" shall mean any of the following companies (or any company owned by or which owns any of them) namely: Arista, Atlantic, BMG, East West, EMI, Geffen, Interscope, Mercury, MCA, Polydor, RCA, Sanctuary Records, Sire, Sony, Universal/lsland, Virgin, WEA, Warner Bros, or any company of which more than 50% (fifty percent) of its issued share capital is owned by one of the above companies or any other company approved in writing by the Administrator.

“Minimum Commitment” shall mean the Commercial Release of the Studio Album.

“Performing Right” shall bear the same meaning as defined in rule 1(I) of the Rules and Regulations of the Society dated 25th February 1997 as amended from time to time or any other rules which replace them.

“Recording Agreement” shall mean an exclusive recording agreement between a Major Record Company and the Group and/or the Writer as a member of the Group.

“Rights Period” shall mean in relation to each Composition a period commencing on March 31st 2004 and expiring 12 (twelve) years thereafter (“Initial Period"). Such period shall automatically extend for a further period of 3 (three) years if during the Initial Period the Owner shall not have earned an aggregate sum equivalent to or in excess of 150% (one hundred and fifty per cent) of all advances paid pursuant to Paragraph 6 hereof so as to comprise a total of 15 (fifteen) years.  Notwithstanding the foregoing, it is hereby aknowledged that Administrator’s rights pursuant to this Agreement in respect of the Historical Catalogue are subject to the expiration or termination, as the case may be, of the prior respective agreements of Artemis B.V. and Virgin, respectively, which rights of said companies shall end in all respects no later than June 30, 2004.

“Society” shall mean the Performing Right Society Limited or any successor in title thereto

“Term” shall mean the period outlined at Clause 5 below.

“Territory” shall mean the World.

2 OBLIGATIONS OF THE OWNER

Upon completion of any Composition the Owner shall procure that the Writer shall promptly deliver the same to the Administrator with full writer splits (including the full names and Administrators of any co-Writer) together with a demonstration recording which delivery shall be deemed to be a confirmation of assignment in the terms set out in Schedule 2. In the event that the Writer fails to supply the Administrator with writer splits as aforesaid the Administrator shall be entitled to treat the individual writer shares to be equal.

3 GRANT OF RIGHTS

(a) In the consideration of payment by Administrator to the Owner of the advances and royalties detailed herein and the mutual promises herein set out and other good and valuable consideration the Owner hereby assigns to the Administrator (subject always to the rights of the Society), with full title guarantee, for the duration of the Rights Period (and where applicable the Collection Period) in the Compositions (and where relevant by way of present grant of future copyright), the copyright and all other rights of whatever kind and nature (whether now known or hereafter devised) throughout the Territory including without limitation any and all rental and lending rights and cable re-transmission rights) in the Compositions to hold the same to the Administrator absolutely throughout the Territory during the Rights Period (and where applicable the Collection Period) and any and all possible renewals revivals reversions and extensions of copyright during the Rights Period wherever and howsoever the law of any country in the Territory so provides. Upon expiration of the Rights Period in respect of the Compositions, all rights hereunder in respect of the Compositions (including all copyrights) shall automatically revert to Owner.

(b) Without limiting the generality of the assignment of copyright to the Administrator detailed in clause 3(a) above the rights vested in Administrator shall include by way of example but not limitation the exclusive right throughout the Territory during the Rights Period subject to the terms hereof and solely in respect of the rights and interests in or to the Compositions that are owned or controlled, directly or indirectly, by Owner and/or Writer:

(i) to register the copyright in the Compositions in the name of the Administrator and the Owner and any parties deriving ownership rights in any Compositions from other songwriters as well as to register each Composition with the Society or other public performance society as selected by the Writer and notified to the Administrator from time to time;

(ii) to administer use and exploit 100% (one hundred per cent) of the Owner’s interest in the Compositions in any and all media now known or hereafter invented;

(iii) subject always to Writer's prior written approval to add to or substitute the lyrics of the Compositions (if any) and generally to make and publish adaptations, translations and variations of the Compositions;

(iv) subject always to Writer’s prior written approval to use the titles of the Compositions for any purpose and/or subject to the Writer consent to re-title the Compositions (and/or any part of them);

(v) subject always to Writer’s prior written approval to use the title and lyrics of the Compositions in publications in any and all media (including without limitation on record sleeves, periodicals, magazines, books, web sites and for digital transmission) and the right to print, publish and sell the Compositions (including the lyric) to the public as ordinary sheet music, in album folios and/or selections or otherwise;

(vi) to record and/or reproduce the Compositions or to grant non-exclusive licences authorising others to record and/or reproduce the Compositions by means of mechanical or digital reproduction or otherwise on all forms of sound carrier now known or hereafter invented and on all forms of audio visual device now known or hereafter invented and to use manufacture advertise licence or sell such reproductions for any and all purposes permitted hereunder (any such license which provides for payment of less than the full statutory rate shall be subject to Writer’s prior written approval which shall not be unreasonably withheld or delayed); this subparagraph (vi) shall not be deemed to derogate from any other approval or consent rights that are granted to Writer elsewhere in this Agreement;

(vii) subject always to Writer’s prior written approval (such approval not to be unreasonably withheld or delayed) to synchronise the Compositions or to grant worldwide licences authorising others to synchronise the Compositions with any and all audio-visual media now known or hereafter invented (including advertisements);

(viii) subject to any and all rights of the Society and the applicable performing rights societies throughout the Territory to license the public performance broadcast transmission and re-transmission of the Compositions in live venues and (subject always to Writer’s prior written approval which shall not be unreasonably withheld or delayed) in any and all audio and audio-visual media whether now known or hereafter invented and (subject always to Writer's prior written approval which shall not be unreasonably withheld or delayed) to licence the Compositions for inclusion in a cable programme service;

(ix) subject always to Writer’s prior written approval (which shall not be unreasonably withheld or delayed) to grant any and all licences as may be required by third party licensees for websites which are based in the Territory;

(x) to collect and receive all royalties and fees which arise from licences granted for websites which are based in the Territory and to collect and receive all royalties and fees (excluding any portion allocated by law or regulation as the “writer’s share") arising from users of such services;

(xi) subject always to Writer’s prior written approval to grant any and all so called “grand rights” in respect of the Compositions or any of them;

(xii) to collect and receive in the Territory during the Rights Period (and thereafter during the Collection Period) 100% (one hundred per cent) of monies (excluding any portion allocated by law or regulation as the "writer’s share”) arising from the exploitation of the Compositions during the Rights Period; and

(xiii) subject always to Writer’s prior written approval (which may be withheld in your absolute discretion) to grant any and all consents and/or licences as may be necessary to embody the Compositions as so-called “samples" within other works.

For the avoidance of doubt, the Administrator hereby acknowledges that with respect to the Historical Catalogue, the rights granted to the Administrator by Owner and Writer pursuant to this Agreement pertain solely to the Owner's and the Writer’s  respective shares thereof, and the other writers of the Historical Catalogue retain and control their respective shares of the Historical Catalogue.

4 SUB-PUBLISHING

Subject to the provisions of this Agreement the Administrator shall be entitled to sub-publish or license to any third party or to authorise or permit any third party to exercise any or all of the rights of the Administrator hereunder in the Compositions in the Territory or any part thereof provided the same is on bona fide commercial terms. The Administrator shall, however, remain primarily liable to the Owner for the payment of the royalties and fees referred to in clause 8 hereof, unless the Owner shall agree otherwise in writing.

5 TERM

The Term of this Agreement shall commence on the date hereof and shall continue for a period expiring 30 (thirty) days following the date of Commercial Release by a Major Record Company of the next studio Album by the Group (“the Studio Album"). For the avoidance of doubt the Studio Album shall contain Compositions which have not previously been commercially released by the Group.

6 ADVANCES

Conditional always on the Owner having procured that the Writer has executed the inducement letter in Schedule 3 attached hereto:

(a) The Administrator shall pay to the Owner the following sums which shall be recoupable solely as described below:
(i) US$ [blanked out] ([blanked out] US dollars) on the later of: 14 (fourteen) days of execution of this Agreement (and the Schedules attached hereto) or the availability of the Historic Catalogue for administration by the Administrator hereunder; and
(ii) Subject always to the provisions of Clause 7 below US$ [blanked out] ([blanked out]) US dollars) within 14 (fourteen) days following the Commercial Release of the Studio Album by a Major Record Company.

b) All monies paid by the Administrator to the Owner pursuant to this Agreement or which are (at the written request of the Owner) paid by the Administrator on behalf of the Owner pursuant to this Agreement shall be deemed to be advance payments recoupable from all fees and royalties otherwise payable to the Owner hereunder.

(c) In the event of the termination of the Term (however caused) no further advance payments shall be payable to the Owner hereunder.

7 STUDIO ALBUM

(a) The Owner undertakes that the Writer will have procured that the Group will record the Studio Album and will have such Album Commercially Released by a Major Record Company. If the Studio Album shall not constitute an Album by reason that it embodies thereon less than 60% (sixty percent) Compositions (e.g., neither the percentage that the Compositions on such Studio Album bear to the total number of compositions on such Studio Album constitutes 60% (sixty per cent) nor the share of gross mechanical income arising from such Studio Album which the Administrator is entitled to collect is 60% (sixty per cent) of the overall gross mechanical income which is collectible from such Studio Album) then the sum payable pursuant to clause 6 (a) (ii) above shall be reduced by EITHER such percentage as the actual percentage of Compositions on such Studio Album relates to 60% (sixty percent) of the total number of compositions on such Studio Album OR the percentage that the share of gross mechanical income arising from such Studio Album which the Administrator is entitled to collect bears to 60% (sixty percent) of the overall gross mechanical income collectible in respect of the Studio Album. The percentage of Compositions on the Studio Album shall be taken from the CD format thereof.

(b) For the avoidance of doubt, the Compositions to count towards fulfillment of the Minimum Commitment as aforesaid shall be new and previously unreleased musical works and parts of works as shall be aggregated together for the purposes of calculation of the minimum commitment requirements.

(c) The Owner hereby confirms and acknowledges that where the Owner has "sampled" another composition and/or recording and incorporated the same into any Composition and/or recording of a Composition then Composition in question shall not count towards the minimum commitment requirements hereof unless and until a binding written agreement has been entered into with the owner of the relevant recording and with the owner of the musical work in question.

8 ROYALTIES

(a) In consideration of the rights granted by the Owner to the Administrator hereunder the Administrator agrees to pay to the Owner the following royalties and fees in respect of the exploitation of the Compositions in the Territory subject to the recoupment of any advances or other sums which are expressly stated to be recoupable hereunder, and only as expressly stated to be recouped hereunder:

(i) Print & Sheet Music Royalties

(aa) In respect of the sale of any printed edition of the Compositions or any of them which is published and sold by the Administrator in the Territory and is paid for and not returned a royalty equal to [blanked out] ([blanked out] percent) of the retail selling price of such edition PROVIDED THAT in the event that the Compositions hereunder are included in a printed edition together with other royalty-bearing compositions which are not the subject of this Agreement then the royalty as aforesaid shall be reduced pro-rata in such proportion as the number of Compositions in such printed edition shall bear to the total number of royalty-bearing compositions (including Compositions hereunder) contained In such printed edition.
(bb) In respect of the licensing to third parties to publish print copy or otherwise graphically reproduce the Compositions or any of them in the Territory a royalty equivalent to [blanked out] ([blanked out] percent) of all At Source Revenue monies received by or credited to the Administrator from any such third party.

(ii) Mechanical Royalties

In respect of the manufacture of records, CDs, tapes and all other mechanical devices (whether embodying sound alone or sound synchronised with visual images) for sale to the public, [blanked out] ([blanked out] per cent) of At Source Revenue save in respect of Cover Recordings where the royalty shall be [blanked out] ([blanked out] per cent) of At Source Revenue.

(iii) Synchronisation Fees

[Blanked out] ([blanked out] per cent) of At Source Revenue in respect of the use and synchronisation of the Compositions in connection with any film and/or visual images.

(iv) General Fees and Uses

[Blanked out]([blanked out]] per cent) of At Source Revenue (other than Performing Right fees) identifiably from any other source whatsoever from use and/or exploitation of the Compositions.

(v) Performing Right Fees

(aa) In connection with the public performance of the Compositions in the Territory the parties acknowledge that subject to the provisions of clause 8(a)(v)(bb) below the total At Source Revenue collected by the Administrator in respect of the public performance of the Compositions in the Territory (“the Administrator's Performance Share”) shall be no less than nor more than [blanked out] ([blanked out] percent) of the total income arising from the public performance of the Compositions in the Territory and the Administrator shall pay the Owner [blanked out] ([blanked out] percent) of the Administrator’s Performance Share in respect of the public performance of the Compositions in the Territory

(bb) In the event that the Writer is not a member of the Performing Right Society or an affiliated public performance society then the Performing Right in the Compositions shall be administered wholly by Administrator who shall be entitled to collect the full amount of the Performing Right fees on behalf of the Owner, the Owner and the Administrator and if the Administrator shall receive [blanked out] per cent ([blanked out]) of total income arising from the public performance of the Compositions in the Territory (i.e. the so-called “Administrator’s share" and the so-called “Writer share") then the Administrator shall divide such Performing Right fees as provided in clauses 8(a)(v)(aa) above and the procedure shall continue until such time as the Writer shall become a member of the Society or an affiliated public performance society. Notwithstanding the foregoing or anything to the contrary contained herein, it is agreed that in no event shall the so-called “writer share" of public performance fees be utilized by the Administrator to recoup any advances paid to Owner pursuant to this Agreement, and said “writer share" shall be paid to Writer without off-set of any kind.

(cc) In the event that the Writer is a member of the Society or an affiliated public performance society the rights hereby assigned are assigned subject to the rights of the Society or an affiliated public performance society in the Performing Right in the Compositions arising by virtue of the Writer’s membership of the Society or an affiliated public performance society but including the reversionary interest of the Writer in such rights expectant upon the determination by any means of the right of the Society or an affiliated public performance society as aforesaid subject to the payment to the Writer by the Administrator of Writer's share of all fees received by the Administrator after such determination in respect of the rights and the Performing Right in the Compositions formerly owned by the Society or an affiliated public performance society, such share to be the same as the share payable to the Writer by the Society or an affiliated public performance society prior to such determination in respect of such rights in the Composition.

(b) All sums payable as aforesaid to the Owner and / or Writer shall be subject to governmental permission to make remittance whenever such permission is required. All payments shall be subject to the deduction or withholding of income taxes or other taxes required to be deducted or withheld under the laws of any part of the Territory. Where the Administrator or its sub-Administrator(s) are obliged to account for monies earned by Compositions to local tax authorities and where the Owner so requests the Administrator shall provide the Owner with written evidence of such deduction so that the Owner may make an application for a tax credit in respect of the Owner’s share of such royalties accounted to the relevant tax authorities.

(c) No fees or royalties shall be payable to the owner in respect of any professional or complimentary copies of any Composition (printed music editions only) or orchestral or band parts or copies sold at below cost.

9 RIGHTS PERIOD & COLLECTION PERIOD

(a) The rights of the Administrator hereunder to the Compositions shall remain vested in the Administrator for the duration of the Term and the Rights Period.

(b) For a period of 1 (one) year following the expiry of the Rights Period the Administrator shall be exclusively entitled to collect and to be paid and retain (subject to accounting the Owner for royalties as provided for herein) all monies, royalties and fees derived from the use and/or exploitation of the Compositions in the Territory during the Rights Period and (to the extent not previously collected pursuant to prior contractual arrangements with third parties) prior thereto even though such monies, royalties and fees are collected by the Administrator, its agents or sub-publisher licensees after such expiry. In the event that after the expiry of 1 (one) year after the expiry of the Rights Period the Administrator shall continue, through no default of the Administrator, to receive fees and royalties in respect of the Compositions the Administrator shall forward such fees and royalties to Owner without any deductions.

10 ACCOUNTING

(a) The Administrator shall keep true and correct royalty accounts in respect of the exploitation of the Compositions. The Administrator shall prepare a detailed statement of account in respect of each 6 (six) month accounting period as at 30th June and 31st December in each year and shall indicate all monies received by or credited to the Administrator during each relevant accounting period and all royalties computed and accruing to the Owner’s royalty account during each period. The Administrator shall remit such statements to the Owner within 90 (ninety) days following the end of each accounting period together with payment of all royalties which are thereby show to be due to the Owner (if any). All such statements shall specify, inter alia, the nature and source of all such monies and all statements and monies shall be maintained in pounds sterling, and in the event that the Owner shall require the Administrator to make payment of royalties in another currency than pounds sterling then the applicable rate of exchange shall be the rate prevailing at the date when the relevant payments are received by the Administrator from its licensees. The Administrator shall use its best commercial endeavours to obtain prompt and accurate accounting from its sub-Administrator licensees and warrants that its sub-Administrator licensees shall account directly to the Administrator in the United Kingdom no less frequently than twice per annum.

(b) Not more than once in any calendar year during the Rights Period and during the 3 (three) year period following the Rights Period, and subject to making a convenient prior appointment, the Administrator shall permit the Owner’s representative (who shall be an independent firm of qualified local accountants not simultaneously engaged in an audit of the Administrator's royalty accounts and statements on behalf of a third party) to audit the relevant parts of all royalty accounts and statements of the Administrator insofar as they relate only to the Compositions hereunder and to make photostat copies of the relevant excerpts therefrom. Any such audit shall take place during normal business hours at the location where such accounts and statements of the Administrator are maintained and shall be the sole expense of the Owner.

(c)   In the event that the Owner's representative as aforesaid carries out such an audit it shall provide the Administrator not less than 30 (thirty) days prior to such audit with a full list of the titles and writer of all Compositions in respect of which the audit is to be conducted. The Owner acknowledges that the documents made available for audit contain confidential commercial information and neither the Owner nor its representative will disclose (other than to its professional advisers or for the purposes of enforcing a claim) or use on behalf of any third party any facts or information obtained as a result of any such inspection. After completion of the audit the Owner shall provide the Administrator with a full copy of any draft and/or final report resulting therefrom. In the event that such audit shall reveal an underpayment then the Administrator shall forthwith pay such underpayment to the Owner. In the event that such audit shall reveal an agreed underpayment in excess of [blanked out] ([blanked out] percent) of the amount which should have been properly paid in respect of the period which is the subject of the audit and being no less than ₤ [blanked out] ([blanked out] pounds sterling) then the Administrator shall (in addition to making payment of such underpayment) pay the reasonable costs of the audit but limited to the amount ₤ [blanked out] ([blanked out] pounds sterling) and in any event there shall be no liability for the auditor’s travel or subsistence costs.

(d) No audit shall be conducted in respect of accounting periods ending more than 3 (three) years prior to the date of receipt by the Administrator of a request to conduct the same, or shall be conducted in respect of accounting periods which shall have been the subject of a previous audit hereunder. Any royalty statement or payment submitted by the Administrator to the Owner and unchallenged by the Owner within 3 (three) years from the date of issue thereof shall be deemed accepted by the Owner as an accounted stated.

(e) All advance payments made hereunder shall be subject to the receipt by the Administrator of an appropriate invoice or receipt therefore.

11 INTENTIONALLY DELETED

12 INDUCEMENT LETTER

In further consideration of the payment by the Administrator of the sums outlined herein the Owner hereby further agrees to ensure that the Writer shall execute the inducement letter as is outlined at Schedule 3 attached hereto prior to the Owner entering into this Agreement with the Administrator. The Owner further acknowledges and agrees that it is a condition precedent of the Administrator entering into the Agreement that the Writer shall execute the inducement letter as is outlined at Schedule 3 attached hereto prior to the Owner entering into this Agreement with the Administrator and further that the Administrator shall be under no obligation to pay any of the sums outlined herein to the Owner until the Writer has executed the inducement letter in the form attached hereto at Schedule 3.

13 INTENTIONALLY DELETED

14 WARRANTIES

(a) The Owner hereby warrants and represents that:
(i) Except for those qualifications expressly set forth in this Agreement, the Owner has full right, power and authority to enter into this Agreement and to grant to the Administrator the rights hereinabove set forth upon the terms and conditions herein;
(ii) the Compositions and all parts thereof including the words and music are and will be unencumbered and original copyright works and/or arrangements of original compositions or of public domain works;
(iii) the Compositions do not and will not infringe the copyright or other rights of any third party and are not and will not either criminally obscene or defamatory;
(iv) there is no suit, claim, action or other legal or administrative proceeding involving the authorship, composition or originality of the Compositions or the Writer or composers thereof now pending or threatened nor any basis therefore;
(v) to the best of the Owner’s and Writer’s belief there is no suit, claim, action or other legal or administrative proceeding relating to the ownership of or title to the Compositions that involves the Owner or the Writer, that is now pending or threatened nor any basis therefore; and
(vi) the Owner has not performed nor will it perform any act or omission which is or could be capable of directly or indirectly limiting, derogating from or prejudicing any of the rights herein granted to the Administrator.

(b) The Administrator hereby warrants and represents that it has full right, power and authority to enter into this Agreement and that is shall observe the terms and conditions of this Agreement.

(c) The Owner undertakes to acknowledge, execute and deliver, or cause to be acknowledged, executed and delivered, all such further instruments or documents and to perform, or cause to be performed, all such further act as the Owner may reasonably deem necessary or desirable to give effect to the terms and provisions of this Agreement.

(d) The Administrator undertakes to acknowledge, execute and deliver, or cause to be acknowledged, executed and delivered, all such further instruments or documents and to perform, or cause to be performed, all such further acts as the Owner may reasonably deem necessary or desirable to give effect to the terms and provisions of this Agreement.

(e) The Owner shall hold the Administrator and its successors, permitted assigns and licensees free and harmless from and against any and all losses and damages (including reasonable outside legal costs), arising out of or incurred as a result of any third party claim regarding a breach of the representations, warranties, agreements and undertakings of the Owner contained in this Agreement, provided the claim concerned is reduced to final adverse judgment or is settled with Owner’s written consent.

(f) The Administrator shall hold the Owner and its successors, permitted assigns, agents and licensees free and harmless from and against any and all losses and damages (including reasonable legal costs), arising out of or incurred as a result of any breach of representations, warranties, agreements and undertakings of the Administrator contained in this Agreement.

(g) The Administrator undertakes to use its reasonable commercial endeavours insofar as is practicable to exploit and administer the Compositions delivered to the Administrator hereunder.

15 CURE OF BREACH

Neither party shall be deemed in default under this Agreement and not to have committed a material breach of this Agreement unless notified by the party alleging default or breach in writing and unless the party alleged to be in breach shall thereafter fail to remedy such default or breach within 30 (thirty) days after receipt of such notice, provided that the cure period for payment of any advance or royalty sum certain that is due, shall be fifteen (15) rather than thirty (30) days.

16 INTENTIONALLY DELETED

17 INDEMNITY

a) The Owner will at all times keep the Administrator indemnified from and against and save and hold the Administrator harmless from any and all liability claims demands loss and damage (including all outside legal expenses) arising out of or connected with any third party claim, counter claim, action or defence (‘Claim’) which is in breach of or is otherwise inconsistent with any of the warranties, representations, covenants, agreements, and undertakings made by the Owner in this and which is:
(i) fully adjudicated adverse to Owner and Administrator by a court arbitrator or other forum of competent jurisdiction; or
(ii) settled with the Owner's prior written consent which consent shall not be unreasonably withheld or delayed; and
(iii) withdrawn or not proceeded with (as determined by the Administrator acting reasonably and in good faith) by the claimant.

(b) The Owner shall reimburse the Administrator on demand for any cost, expense, or damage to which indemnity applies and Administrator shall have, without limitation and without prejudice to any other of its rights and remedies, the right to set off from any and all payments due to Owner under this Agreement (excluding advance payments) any such cost, expense or damage to which the indemnity applies. The Administrator shall set off any such monies in amounts commensurate with the potential cost, expense or damage which it reasonably anticipates will arise by reason of the particular circumstances in each case.

(c) The Administrator shall give the Owner prompt written notice of any Claim and the Owner shall have the right at the Owner's expense to participate in the defence of any claim with counsel of the Owner’s choice provided however that the final control and disposition of the claim shall remain with the Administrator.

(d) The Administrator shall have the right to withhold payment of such portion of any monies (excluding advance payments) which may be payable by the Administrator to the Owner under this Agreement as shall be reasonably related to the amount of the claim and estimated legal expenses until liability in respect of any such Claim has been finally determined and the Administrator has been reimbursed. If no proceedings in respect of any such claim have been commenced in a court of competent jurisdiction within 12 (twelve) of the Claim first being raised, all sums withheld will immediately be released to the Owner together with the interest on the entire amount so withheld. If proceedings are subsequently commenced in respect of such Claim the Administrator may withhold further monies under this Agreement in accordance with this clause. Any and all monies so withheld shall be placed in an interest bearing account and any and all interest accruing thereon shall be paid through to the Owner at such time as the related capital sum is paid to the Owner hereunder.

(e) If the Owner is in material breach of this Agreement the Administrator shall have the right to withhold payment of such portion of any monies (excluding advance payments) which may be payable by the Administrator to the Owner under this Agreement as in the written opinion of leading counsel engaged by the Administrator shall be reasonably related to the amount of the Administrator’s proposed claim against the Owner together with the Administrator’s estimated legal expenses until liability in such respect of any such claim has been finally determined and the Administrator has been reimbursed in full. If the Administrator has not commenced proceedings against the Owner in respect of any such claim In a court of competent jurisdiction within 12 (twelve) months of such claim first being raised all sums withheld will immediately be released to the Owner together with interest on the entire amount so withheld. If proceedings are subsequently commenced in respect of any such claim the Administrator may withhold further monies under this Agreement in accordance with this clause.

(f) The Owner shall give the Administrator prompt written notice of any Claim and the Administrator shall have the right at the Administrator’s expense to participate in the defence of any claim with counsel of the Administrator’s choice provided however that the final control and disposition of the claim shall remain with the Owner.

18 LEGAL PROCEEDINGS

The Owner irrevocably authorises, empowers and vests in the Administrator the right, subject always to Writer’s prior written approval, to enforce and protect all rights in and to the Compositions and the copyright therein in the Territory, whether standing in the name of the Owner or the Administrator or otherwise. The Administrator may, in its sole judgement, join the Owner, or such others as the Administrator may deem advisable, as parties, either as plaintiff or defendant, in any suits or proceedings in the name of the Owner or the Administrator, or in the name of any other parties as the Administrator may deem advisable provided that the Owner’s prior written consent shall be required in respect of any legal proceedings brought in the name of the Owner and/or the Administrator. The Administrator shall then proceed with and dispose of such suits or proceedings in the same manner and to the same extent as to all intents and purposes as the Owner or any other party or parties in interest might or could do had this authority not been given save that it shall consult with the Owner prior to and throughout the proceedings. Any sums net of all related costs recovered by the Owner and/or Administrator by way of damages or otherwise shall be shared between the Owner and the Administrator as to 80% (eighty percent) in favour of the Owner and 20% (twenty percent) in favour of the Administrator as though such income were royalty income hereunder.

19 WAIVER AND VARIATION

(a) A waiver by either party of any term or condition of this Agreement in a particular instance shall not be deemed or construed to be a waiver of such term or condition for the future. All rights, remedies, undertakings and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other right, remedy, undertaking or obligation of either party.

(b) This Agreement contains all of the terms agreed between the parties and replaces any and all previous agreements, whether written or oral, concerning the subject matter of this Agreement. This Agreement shall not be modified or varied, except by a written instrument signed by the parties hereto.

(c) Nothing herein shall be construed or deemed to constitute a partnership or joint venture between the parties hereto and neither party shall be bound by any representation, act or omission of the other.

20 BINDING ON SUCCESSORS

The Administrator shall not be entitled without the written consent of the Owner to assign this Agreement and its rights and obligations hereunder in whole or in part to any third party wholly outside the Sanctuary Group plc group of companies as presently constituted (other than on a sale of the undertaking thereof). The Owner shall not be entitled without the written consent of the Administrator to assign this Agreement to any third party. Subject as aforesaid, the provisions hereof and each of them shall be binding upon and ensure for the benefit of and may be enforced by the successors and permitted assigns of the Administrator and the Owner respectively.

21 GOVERNMENT REGULATIONS

This Agreement and the provisions hereof and each of them are subject to the legal and governmental regulations and foreign exchange control regulations of each country of the Territory.

22 NOTICES

(a) Notices hereunder may be delivered by hand or sent by pre-paid post addressed to the address of the party to be served a stated herein or as last known to the party serving the notice. Such notices shall be deemed to have arrived within 3 (three) working days after posting if posted in the country of destination, or 5 (five) working days is posted by air-mail outside the country of destination or upon receipt if delivered by hand. A courtesy copy of each notice to Owner or Writer shall be sent to Bert H. Deixler, Esq., at Proskauer Rose LLP, 2049 Century Park East, Suite 3200, Los Angeles, California 90067-3206, but the Administrator’s inadvertent failure to send any such courtesy copy shall not vitiate the effectiveness of the notice concerned or constitute a breach of this Agreement.

(b) Wherever the consent or approval of the Owner and /or Writer is required hereunder, the Administrator may give written notice to the Owner and /or Writer (as applicable) (pursuant to subparagraph 22(a) above) requiring the Owner and /or Writer to grant or withhold such consent or approval within 15 (fifteen) working days after the receipt of such notice by the Owner and /or Writer.

23 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

The parties hereto agree and confirm that (including for the purposes of the Contracts (Rights of Third Parties) Act 1999) this Agreement and its provisions and terms are not intended to confer and shall not confer any benefit on any third party and that nothing in this Agreement provides expressly or is intended to provide that this Agreement shall be enforceable by any third party save the Administrator’s permitted assignees.

24 SEVERANCE

If any clause or any part of this Agreement or the application thereof to any person shall for any reason be adjudged by any court or any other legal authority of competent jurisdiction to be invalid, such judgement shall not affect the remainder of this Agreement, which shall continue in full force and effect.

25 HEADINGS

The headings to the clauses of this Agreement are included for ease of reference only and are no part of this Agreement and are not to be taken into account in its construction.

26 PROPER LAW

This Agreement shall be construed in accordance with English Law and each party hereto agrees to submit to the exclusive jurisdiction of the English Courts.

AS WITNESS the hands of the parties the day and year first above written

Signed by                                                                                
(Signature)                                                                              
For and on behalf of
SANCTUARY KOBALT ( W.A.R.) LIMITED  

Signed by
(Signature: W. Axl Rose)
For and on behalf of
BLACK FROG ENTITIES INC. D/B/A BLACK FROG PUBLISHING

The compositions referred to in sub-clause (b) of the definition of "Compositions” contained in clause 1 of the Agreement dated as at September 20th 2004 between W. AXL ROSE d/b/a BLACK FROG PUBLISHING and SANCTUARY KOBALT (WAR.) LIMITED

"Form of assignment" referred to in Clause 2 of the Agreement dated as at SEPTEMBER 20TH 2004 between BLACK FROG ENTITIES INC. d/b/a BLACK FROG PUBLISHING and SANCTUARY KOBALT (W.A.R. ) LIMITED

Date:    2004
TO: Sanctuary Kobalt (W.A.R. ) Limited 45-53 Sinclair Road London W14 0NS

Dear Sirs
I am pleased to confirm the assignment to you of the following new Composition(s) as detailed in the Schedule below by virtue of and in accordance with my exclusive Agreement with you dated as at September 20th 2004

TO:      SANCTUARY KOBALT (W.A.R.) LIMITED
Sanctuary House, 45-53 Sinclair Road, London W14 0NS
(hereinafter called “You”, “you”, or “your”)

FROM: W. AXL ROSE c/o Jeremy G. Mohr at Goldring, Hertz & Lichtenstein, LLP,
450 N. Roxbury Drive, 8th Floor Beverly Hills, California 90210 (hereinafter called “I", “me”, or “my")

DATED: September 20th 2004

Dear Sirs,

Reference is hereby made to an Agreement of even date between SANCTUARY KOBALT ( W.A.R. ) LIMITED (therein called “Administrator") and BLACK FROG ENTITIES INC. D/B/A BLACK FROG PUBLISHING called the “Owner”) whereby the Owner appoints the Administrator and the Administrator agrees to publish specific musical compositions throughout the World (“the Administration Agreement’)

As an inducement to you to enter into the Administration Agreement (it being to my benefit that you execute the same) and as a material part of the consideration moving to you for so doing I hereby warrant represent and agree as follows:-

1. THE Owner has the full right and authority to enter into the Administration Agreement and to grant to you the sole and exclusive rights upon the terms and conditions therein specified and that I have read and approved and agree to abide and be bound by such terms and conditions including warranties and representations made and including any provision of the Administration Agreement relating to us directly or indirectly in any way.

2. THAT I shall look solely to the Owner and not in any event to you for all compensation and other remuneration in respect of the sole and exclusive rights granted to you unless and to the extent the provisions of Clause 4 of this Inducement Letter apply.

3. THAT no breach the Owner of any agreement which I may now or from time to time have with the Owner shall in any way affect or derogate from the sole and exclusive rights granted to you pursuant to the Administration Agreement.

4. THAT if the Owner should be dissolved or should otherwise cease to exist and/or should fail be unable or refuse duly to perform and observe or procure the performance and observance of each and all of the material terms and conditions of the Administration Agreement for any reason whatsoever or howsoever arising then in such event:
(a) I shall in such event be deemed added without further formality as a direct party to the Administration Agreement with the Owner in respect of all matters and for all purposes until the expiry or sooner termination of the Term and/or the Rights Period (without prejudice to our agreement in Clause 2 hereof and any rights you may have against the Owner.
AND/OR
(b) I shall in such event on receipt of written demand therefore served on me at the above address at any time following the expiry or sooner termination of the Term and/or the Rights Period fully and faithfully discharge honour and fulfil forthwith any outstanding financial obligations or liabilities owed by the Owner to you pursuant to the Administration Agreement.

5. THAT notice served on the Owner in accordance with the terms of the Administration Agreement shall be deemed to be due notice on me.

6. THAT I shall not during the Term or the Rights Period of the Administration Agreement grant any rights or authorise or permit the grant of any rights which might in any way derogate from the grant of the sole and exclusive rights made to you pursuant to the Administration Agreement.

7. THAT, subject to the terms, conditions and restrictions contained in the Administration Agreement regarding indemnity obligations and procedures, I shall indemnify you and keep you fully indemnified against any loss damage liability cost or expense including fair and reasonable legal fees incurred or suffered by you arising from a Court judgment or settlement entered into with my counsel or by you alone on the advice of Counsel (a copy of which shall be delivered to us prior to such settlement) as a result of any breach by me in respect of the representations warranties and/or agreements herein contained.

8. THAT I have been advised by you to seek independent professional advice to enable me to understand fully the obligations hereby entered into.

9. THIS Inducement Letter shall be governed by and construed in accordance with the laws of England and we hereby submit to the exclusive jurisdiction of the High Court of England.

Yours faithfully
(Signed)
W. Axl Rose